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EXHIBIT 5(d)
FUNDING AGREEMENT
This FUNDING AGREEMENT (this "Agreement"), dated as of October 10,
2000, is between and among AIMCO PROPERTIES, L.P., a Delaware limited
partnership ("AIMCO"), and AIMCO/BETHESDA HOLDINGS ACQUISITIONS, INC., a
Delaware corporation ("Bethesda").
WITNESSETH:
WHEREAS, Bethesda desires to make a cash tender offer (as amended from
time to time, the "Offer") on or shortly after the date hereof to acquire
assignee units of limited partnership interest ("Units") in Oxford Residential
Properties I Limited Partnership; and
WHEREAS, AIMCO is under common control with Bethesda, and desires to
assist Bethesda in funding the purchase of Units in such offer;
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the adequacy, sufficiency, and receipt of which are
hereby acknowledged, the parties hereto agree as follows:
SECTION 1. FUNDING. AIMCO agrees to contribute to Bethesda the total
amount of funds required by Bethesda to purchase Units tendered to AIMCO in the
Offer as and when needed by Bethesda to purchase such Units.
SECTION 2. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without
reference to the conflict of law principles thereof.
SECTION 3. NO THIRD PARTY BENEFICIARIES. This Agreement shall not be
enforceable by, and shall not inure to the benefit of, any person or entity not
a party hereto as a third party beneficiary hereof.
SECTION 4. MERGER. This Agreement constitutes the entire agreement
among the parties hereto with respect to the subject matter hereof and
supersedes all other agreements, whether oral or written, with respect thereto.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
AIMCO PROPERTIES, L.P.
BY: AIMCO-GP, INC., GENERAL PARTNER
By: /s/ Patrick J. Foye
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Name: Patrick J. Foye
Title: Executive Vice President
AIMCO/BETHESDA HOLDINGS
ACQUISITIONS, INC.
By: /s/ Patrick J. Foye
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Name: Patrick J. Foye
Title: Executive Vice President
