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                                                                     EXHIBIT 4.7

                              OFFICERS' CERTIFICATE

                PURSUANT TO SECTIONS 301 AND 303 OF THE INDENTURE

            The undersigned, Diana M. Laing, the Executive Vice President and
Chief Financial Officer of Arden Realty, Inc., a Maryland corporation (the
"Company"), the sole general partner of Arden Realty Limited Partnership, a
Maryland limited partnership (the "Issuer"), and Richard S. Davis, the Senior
Vice President-Chief Accounting Officer of the Company, herein certify on behalf
of the Issuer as follows:

            The undersigned, having read the Indenture, dated as of March 14,
2000 (the "Indenture"), between the Issuer and The Bank of New York, as trustee
(the "Trustee"), including Sections 201, 301 and 303 thereof, and the
definitions in such Indenture relating thereto and certain other corporate
documents and records, and having made such examination or investigation as each
considers necessary to enable the undersigned to express an informed opinion,
certify that (1) the form, title and terms of the series of Securities (as
defined in the Indenture) established under the Indenture to be entitled 8.875%
Senior Notes due 2005 and 9.150% Senior Notes due 2010 were established by
resolutions (the "Pricing Resolutions") of the Pricing Committee of the Board of
Directors of the Company adopted pursuant to a meeting on March 14, 2000 and as
are set forth in Exhibit 1 hereto, (2) all conditions precedent provided for in
the Indenture relating to the issuance of and established of the form, title and
terms of such series, including those set forth in Sections 201, 301 and 303 of
the Indenture, have been complied with and (3) to the best knowledge of the
undersigned, no Event of Default has occurred and is continuing with respect to
the Securities of those series.

            As of the date hereof the Pricing Resolutions remain in full force
and effect and have not been rescinded or amended.

[SIGNATURE PAGE FOLLOWS]


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            IN WITNESS WHEREOF, the undersigned have hereunto signed their names
as of this March 17, 2000.

                                        /s/ Diana M. Laing
                                        ----------------------------------------
                                        Diana M. Laing
                                        Executive Vice President and
                                        Chief Financial Officer

                                        /s/ Richard S. Davis
                                        ----------------------------------------
                                        Richard S. Davis
                                        Senior Executive Vice President -
                                        Chief Accounting Officer

            I, David A. Swartz, the General Counsel and Secretary of the
Company, do hereby certify that (i) Diana M. Laing is on the date hereof, and
has been at all times since August, 1996, the duly elected or appointed,
qualified and acting Executive Vice President and Chief Financial Officer of the
Company, and (ii) Richard S. Davis is on the date hereof, and has been at times
since December, 1998, the duly elected or appointed, qualified and acting Senior
Vice President - Chief Accounting Officer of the Company, and that the
signatures set forth above are the genuine signatures of such officers.

                                        /s/ David A. Swartz
                                        ----------------------------------------
                                        David A. Swartz
                                        General Counsel and Secretary


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                                    EXHIBIT 1
                      RESOLUTIONS OF THE PRICING COMMITTEE
                          OF THE BOARD OF DIRECTORS OF
                               ARDEN REALTY, INC.


     WHEREAS, in resolutions adopted as of March 13, 2000 (the "Resolutions"),
the Board of Directors of Arden Realty, Inc. (the "Company"), acting in its
capacity as the sole general partner of Arden Realty Limited Partnership, a
Maryland limited partnership (the "Partnership"), authorized the Partnership to
issue and sell Senior Notes in a private placement exempt from the registration
requirements of the Securities Act of 1933, as amended, (the "Securities Act")
in one or more tranches in an aggregate principal amount of not more than $400
million (the "Notes"); and

     WHEREAS, pursuant to the Resolutions the Board of Directors established a
Pricing Committee of the Board of Directors for the purpose of approving, among
other things, the amount, manner and terms of the issuance and sale of the Notes
and appointed Richard S. Ziman and Victor J. Coleman, Directors of the Company,
to serve on such committee.

     NOW THEREFORE, BE IT RESOLVED, that in accordance with Sections 201 and 301
of the Indenture dated March 14, 2000 between the Partnership and The Bank of
New York, as Trustee, relating to, among other things, the Notes (the
"Indenture"), the form and terms of the Notes are hereby established
(capitalized terms used in these resolutions and not otherwise defined herein
having the same definitions as in the Indenture):

            1.          The Notes shall constitute two separate series of
                        securities having the title "8.875% Senior Notes due
                        2005" (the "2005 Notes") and "9.150% Senior Notes due
                        2010" (the "2010 Notes").

            2.          The aggregate principal amount of 2005 Notes that shall
                        be authenticated and delivered under the Indenture shall
                        be $200,000,000. The aggregate principal amount of 2010
                        Notes that shall be authenticated and delivered under
                        the Indenture shall be $50,000,000. Either series may be
                        reopened for the issuance of additional securities of
                        such series.

            3.          The entire outstanding principal of the 2005 Notes shall
                        be payable on March 1, 2005 and the entire outstanding
                        principal of the 2010 Notes shall be payable on March 1,
                        2010 (each a "Maturity Date").

            4.          The rate at which the 2005 Notes shall bear interest
                        shall be 8.875% per annum and the rate at which the 2010
                        Notes shall bear interest shall be 9.150% per annum; the
                        date from which such interest shall accrue shall be
                        March 17, 2000, the Interest Payment Dates on which such
                        interest will be payable shall be March 1 and September
                        1 of each year, beginning September 1, 2000; the Regular
                        Record Dates for the interest payable on the Notes on
                        any Interest Payment Date shall be the date 15 calendar
                        days immediately preceding the applicable Interest
                        Payment Date (regardless of whether such date is a
                        Business Day); and the basis upon which interest shall
                        be calculated shall be that of a 360-day year consisting
                        of twelve 30-day months.

            5.          The place where the principal of, premium, if any, and
                        interest on the Notes shall be payable, where Notes may
                        be surrendered for the registration of transfer or
                        exchange, and where notices or demands to or upon the
                        Partnership in respect of the Notes and the Indenture
                        may be served shall be the office or agency maintained
                        by the Partnership for such purpose in the Borough of
                        Manhattan, The City of New York, which shall initially
                        be the Corporate Trust Office of the Trustee at 101
                        Barclay St., Floor 21 West, New York, New York 10286.

            6.          The Notes shall be redeemable at any time at the option
                        of the Partnership, in whole or from time to time in
                        part, at a Redemption Price (payable in Dollars) equal
                        to the sum of (i) the principal amount of the Notes
                        being redeemed plus accrued interest thereon to the
                        Redemption Date and (ii) the Make-Whole Amount (as
                        defined in the forms of Notes attached hereto as Exhibit
                        C), if any, with respect to such Notes.

            7.          The Notes shall not be redeemable at the option of any
                        Holder thereof. The Notes will not have the benefit of
                        any mandatory sinking fund.

            8.          The Notes shall be issued in denominations of $1,000 and
                        any integral multiples thereof.


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            9.          The Trustee shall be the initial Security Registrar,
                        transfer agent and Paying Agent for the Notes.

            10.         The entire outstanding principal amount of the Notes
                        shall be payable upon declaration of acceleration of the
                        maturity of the Notes pursuant to Section 502 of the
                        Indenture.

            11.         The Notes shall be denominated in Dollars. Payment of
                        the principal of, premium, if any, and interest on the
                        Notes shall be made in Dollars, and Holders have no
                        right to elect the currency in which such payments are
                        made.

            12.         The amount of payments of principal of, premium, if any,
                        and interest on the Notes shall not be determined with
                        reference to an index, formula or other similar method.

            13.         The Notes shall be issuable only as Registered
                        Securities without coupons and shall initially be issued
                        in permanent global form. Beneficial owners of interests
                        in the global notes may exchange such interests for
                        Notes of like tenor of any authorized denomination only
                        under the circumstances provided in Section 305 of the
                        Indenture. The Depository Trust Company ("DTC") shall be
                        the initial depository with respect to the global notes.

            14.         The Notes will not be issuable as Bearer Securities, and
                        a temporary global certificate will not be issued.

            15.         Except as otherwise provided in the Indenture and in
                        these resolutions with respect to the payment of
                        Defaulted Interest, interest on any Note shall be
                        payable only to the Person in whose name that Note (or
                        one or more Predecessor Securities) is registered at the
                        close of business on the Regular Record Date for such
                        interest. Payments of principal, premium, if any, and
                        interest in respect of the Notes will be made by the
                        Partnership by Dollar check or by wire transfer of
                        immediately available funds (such a wire transfer to be
                        made only to a Holder of an aggregate principal amount
                        of Notes in excess of $5,000,000, and only if such
                        Holder shall have furnished wire instructions in writing
                        to the Trustee no later than 15 days prior to the
                        relevant Interest Payment Date and acknowledged that a
                        wire transfer fee shall be payable).

            16.         Sections 1402 and 1403 of the Indenture shall be
                        applicable to the Notes.

            17.         The Notes will be authenticated and delivered as
                        provided in Section 303 of the Indenture.

            18.         The Partnership shall not be required to pay Additional
                        Amounts with respect to the Notes as contemplated by
                        Section 1012 of the Indenture.

            19.         The Notes shall not be convertible into any other
                        security.

            20.         The Notes will be direct, senior unsecured obligations
                        of the Partnership and will rank equally with all other
                        senior unsecured indebtedness of the Partnership from
                        time to time outstanding.

            21.         The provisions of Section 1013 of the Indenture shall be
                        applicable with respect to any term, provision or
                        condition set forth in Sections 1004 to 1011, inclusive,
                        of the Indenture.

            22.         The Notes shall be subject to the restrictions on
                        transfer set forth in the legend on the forms of Notes
                        attached hereto as Exhibit C and the Notes shall bear
                        such legends until the conditions for removal set forth
                        in such legends have been satisfied.

            23.         The Notes shall be entitled to the registration and
                        exchange rights set forth in the Registration Rights
                        Agreement attached hereto as Exhibit D.

            24.         The Notes shall have such additional terms as are set
                        forth in the forms of Notes attached hereto as Exhibit
                        C, which terms are hereby incorporated by reference in
                        and made a part of these resolutions and the Indenture
                        as if set forth in full herein and therein.

            RESOLVED, that the offering price of the 2005 Notes shall be 99.744%
of the principal amount thereof and the offering price of the 2010 Notes shall
be 99.181% of the principal amount thereof, and the Notes shall be sold to the
Initial Purchasers at a price equal to 99.144% and 98.531%, respectively, of the
principal amount thereof.


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            RESOLVED, that the form and terms of the Indenture attached hereto
as Exhibit A, the Purchase Agreement attached hereto as Exhibit B, the 2005 Note
and 2010 Note attached hereto as Exhibit C, and the Registration Rights
Agreement attached hereto as Exhibit D are, and each of them hereby is,
approved, and the execution and delivery thereof of each of the foregoing
documents by officers of the Company on behalf of the Partnership are hereby
authorized, approved, ratified and reconfirmed in all respects.

            RESOLVED, that each of the Chairman of the Board, Chief Executive
Officer, President and any Executive or Senior Vice President of the Company be,
and each of them acting singly, hereby is, authorized and directed, in the name
and on behalf of the Partnership, and (where required) attested by the Company's
Secretary, to execute and deliver the Indenture, Notes, Purchase Agreement and
Registration Rights Agreement in substantially the forms approved hereby, with
such changes as shall have been approved by the executing officer, such approval
to be conclusively evidenced by the execution thereof (it being understood that
any signatures and attestations appearing on the Notes may be facsimiles
thereof).

            RESOLVED, that the offering memorandum dated March 14, 2000 relating
to the Notes be, and the same hereby is, ratified and approved in all respects.

            RESOLVED, that all officers of the Company be, and each of them
hereby is, authorized, in the name and on behalf of the Partnership, to make,
execute and deliver or cause to be made, executed and delivered, and to evidence
the approval of the Board of Directors of, all such officers' certificates,
depository agreements, letters of representation or other agreements or
arrangements necessary or appropriate in connection with the administration of
any book-entry arrangements for the Notes, and such other agreements,
undertakings, documents or instruments, and to perform all such acts and make
all such payments, as may, in the judgment of such officer, be necessary,
appropriate or desirable to effectuate the purpose of these resolutions,
including the performance of the obligations of the Partnership under the
Indenture, the Notes, the Purchase Agreement and any other agreement,
undertaking, document or instrument referred to herein or therein.

            RESOLVED, that any and all actions heretofore taken by the officers
of the Company on behalf of the Partnership pursuant to the authority conferred
by the preceding resolutions and consistent therewith is ratified, approved and
confirmed.