Exhibit 10.28


 


Mortgage Loan No. 11114


 


GUARANTY OF PAYMENT


 


THIS GUARANTY OF
PAYMENT (this "Agreement") is made as of December 30, 2011, by MEHRDAD MOAYEDI ("Moayedi")
and United Development Funding IV, a real estate investment trust organized
under the laws of the State of Maryland ("UDF"; Moayedi and UDF are collectively referred to herein as
the "Guarantor") to and for the benefit of BABSON MEZZANINE REALTY INVESTORS II LP, a Delaware limited
partnership ("Lender" and to the extent applicable under Article 13 of the Loan Agreement,
"Administrative Agent"), and for the benefit of the other Lender Parties. As used in this Agreement, "Lender
Parties" shall mean Lender, Cornerstone Real Estate Advisers LLC (the investment advisor to Lender), any present and
future loan participants, co-lenders, loan servicers, custodians and trustees, and each of their respective directors, officers,
employees, shareholders, agents, affiliates, heirs, legal representatives, successors and assigns.


 


RECITALS: 


 





A.             Maple
Wolf Stoneleigh, LLC, a Delaware limited liability company ("Borrower") and Lender entered into that certain
Loan Agreement of even date herewith (as the same may be amended or modified from time to time, the "Loan Agreement"),
which Loan Agreement governs a loan (the "Loan") in the stated principal amount of up to $25,340,000.00
made by Lender to Borrower, which Loan is evidenced by that certain Promissory Note of even date herewith (as the same may be
amended or modified from time to time, the "Note"); 


 


B.             The Loan is secured in part by Borrower's interest in
and to that certain real property located in the City of Dallas, County of Dallas and State of Texas and more particularly described
in Exhibit A attached to the Mortgage described below (collectively, the "Premises"), as evidenced
by (i) a certain Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing (as may be amended or
modified from time to time, the "Mortgage") with respect to the Premises, and (ii) a certain Assignment
of Leases and Rents (as the same may be amended or modified from time to time, the "Assignment") with respect
to the Premises. As used herein, the Note, the Loan Agreement, the Mortgage, the Assignment, and all other instruments evidencing,
securing or pertaining to the Loan, now or from time to time hereafter executed and delivered to Lender in connection with the
Loan, are referred to collectively herein as the "Loan Documents". Unless otherwise defined herein, all
initially capitalized terms shall have the respective meanings ascribed to such terms in the Loan Agreement;


  


C.             Lender has required as a further condition to the making
of the Loan to Borrower that Guarantor guaranty payment of all amounts due under the Loan Agreement and the other Loan Documents;










 


D.             Moayedi
is financially interested in Borrower and is materially benefited by the consummation of the Loan and has agreed to unconditionally
and personally guarantee payment of all amounts due Lender under the Loan Agreement and the other Loan Documents; 


 






    	 



    	 



    
 


E.             UDF
has obtained consideration from Borrower to incentivize UDF to provide Lender with this Agreement and accordingly, UDF is materially
benefited by the consummation of the Loan and has agreed to unconditionally and personally guarantee payment of all amounts due
Lender under the Loan Agreement and the other Loan Documents, subject to the terms of this Agreement;


 


NOW THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and in order to induce Lender to
make the Loan to Borrower, Guarantor, intending to be legally bound, hereby makes the following representations and warranties
to the Lender Parties and hereby covenants and agrees with the Lender Parties as follows:


 


1.             Guaranty of
Payment. Guarantor hereby unconditionally and irrevocably guaranties to Lender the punctual payment when due, whether at stated
maturity or by acceleration or otherwise, of the indebtedness of Borrower to Lender evidenced by the Note and the Loan Agreement
and all other amounts that may become owing by Borrower under the Loan Documents (such indebtedness, obligations and other amounts
are hereinafter referred to as "Payment Obligations"). This Guaranty is a present and continuing guaranty of payment
and not of collectability, and Lender shall not be required to (i) prosecute collection, enforcement or other remedies against
Borrower or any other Person that may be obligated for all or any part of the Payment Obligations, (ii) enforce or resort to any
collateral for the repayment of the Payment Obligations or (iii) enforce or resort to any other rights or remedies before calling
on Guarantor for Payment. If for any reason Borrower shall fail or be unable to pay, punctually and fully, any of the Payment Obligations,
Guarantor shall pay such obligations to Lender in full immediately upon demand. One or more successive actions may be brought against
Guarantor, as often as Lender deems advisable, until all of the Payment Obligations are paid and performed in full.





 


2.            Guarantor's
Waiver of Notice. Guarantor absolutely, irrevocably and unconditionally waives (a) notice of acceptance of this Agreement,
(b) notice of any payment, liability or obligation to which this Agreement may apply, (c) presentment, demand of payment,
protest, notice of dishonor or nonpayment of all liabilities under this Agreement and any of the Loan Documents creating the Payment
Obligations, and (d) notice of any suit or other action by Lender against (including any notice from Lender to) any party
liable under any Loan Document or any property which may be security for the Loan.


 


3.            Lender's
Rights. Lender may at any time and from time to time without the consent of, or notice to, Guarantor, without incurring any
responsibility to Guarantor and without impairing or releasing any of the obligations of Guarantor hereunder, upon or without any
terms or conditions and in whole or in part:


 


(a)          amend,
modify, renew, supplement, extend (including extensions beyond the original term) or accelerate any of the Loan Documents, including
without limitation, renew, alter or change the interest rate, manner, time, place or terms of payment or performance of any of
the Payment Obligations, or any liability incurred directly or indirectly in respect thereof, whereupon the guaranty herein made
shall apply to the Payment Obligations as so changed, extended, renewed or altered;


 



    	2



    	 



    

 


(b)          sell,
exchange, release, surrender, and in any manner and in any order realize upon or otherwise deal with the Premises or any property
at any time directly and absolutely assigned or pledged or mortgaged to secure the Loan;


 


(c)          consent
to the transfer of the Premises or any portion thereof or any other Collateral described in the Loan Documents;


 


(d)          exercise
or refrain from exercising any rights or remedies available to Lender under the Loan Documents or pursuant to any applicable statute
against Borrower or any other person (including Guarantor) or otherwise act or refrain from acting with regard to the Loan Documents,
Payment Obligations or this Agreement;


 


(e)          settle
or compromise any of the Indebtedness, any security therefor or any liability (including any of those hereunder) incurred directly
or indirectly in respect thereof or hereof, and/or subordinate the payment of all or any part thereof to the payment of any liability
of Borrower (whether or not then due) to creditors of Borrower other than Lender and Guarantor;


 


(f)          release
or discharge Borrower from its liability under any of the Loan Documents or release or discharge Guarantor or any endorser or any
other party at any time directly or contingently liable for the repayment of the Loan or any of Borrower's other obligations under
the Loan Documents;


 


(g)          apply
any sums in whatever manner paid or realized to any liability or liabilities of Borrower or Guarantor to Lender regardless of what
liability or liabilities of Borrower or Guarantor remain unpaid;


 


(h)          consent
to or waive any breach of or any act, omission or default under the Loan Documents or accept partial performance of any of the
obligations under this Agreement or under any of the other Loan Documents; and/or


 


(i)          sell,
convey, participate or assign all or any part of Lender's interest in this Agreement and the other Loan Documents.


 


4.            Guarantor
Waiver of Defenses. Guarantor unconditionally and irrevocably waives any defense to the enforcement of this Agreement, including,
without limitation:


 


(a)          Any
defense arising by reason of Lender's failure to provide presentments, demands for performance, notices of nonperformance, protests,
notices of protest, notices of dishonor, and notices of acceptance of this Agreement;


 


(b)          Any
defense of any statute of limitations affecting the liability of Guarantor hereunder or the liability of Borrower, or any other
guarantor under the Loan Documents, or the enforcement hereof, to the extent permitted by law;


 



    	3



    	 



    

 


(c)          Any
defense arising by reason of (i) any invalidity or unenforceability of (or any limitation of liability in) any of the Loan
Documents or (ii) any defense whatsoever that Borrower may or might have to the payment of the Indebtedness or to the performance
of any of the terms, provisions, covenants and agreements contained in the Loan Documents or (iii) any manner in which Lender
has exercised its rights and remedies under the Loan Documents, or (iv) cessation from any cause whatsoever;


 


(d)          Any
defense based upon any disability of Borrower or Guarantor, lack of authority of the officers, directors, partners or agents acting
or purporting to act on behalf of Borrower, Guarantor or any principal of Borrower or Guarantor or any defect in the formation
of Borrower, Guarantor or any principal of Borrower or Guarantor as a legal entity;


 


(e)          Any
defense based upon the application by Borrower of the proceeds of the Loan for purposes other than the purposes represented by
Borrower to Lender or intended or understood by Lender or Guarantor;


 


(f)          Any
defense based upon an election of remedies by Lender, including any election to proceed by judicial or nonjudicial foreclosure
of any security, whether real property or personal property security, or by deed in lieu thereof, and whether or not every aspect
of any foreclosure sale is commercially reasonable, or any election of remedies, including remedies relating to real property or
personal property security, which destroys or otherwise impairs the subrogation rights of Guarantor to proceed against Borrower
or any guarantor for reimbursement, or both;


 


(g)          Any
defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor
in any other aspect more burdensome than that of a principal;


 


(h)          Any
defense based upon Lender's election, in any proceeding instituted under the Federal Bankruptcy Code, of the application of Section
1111(b)(2) of the Federal Bankruptcy Code or any successor statute;


 


(i)          Any
defense based upon any borrowing or any grant of a security interest under Section 364 of the Federal Bankruptcy Code;


 


(j)          Any
defense based upon any duty of Lender to advise Guarantor of any information known to Lender regarding the financial condition
of Borrower and all other circumstances affecting Borrower's ability to perform its obligations to Lender, it being agreed that
Guarantor assumes the responsibility for being and keeping informed regarding such condition or any such circumstances;


 


(k)          Any
defense based on any right, claim or offset which Guarantor may have against Borrower; and


 


(l)           Any defense based on Lender's lack of diligence to pursue remedies of collection against Borrower.


 



    	4



    	 



    

 


5.            Bankruptcy.


 


(a)          The
obligations of Guarantor hereunder shall remain in full force and effect without regard to, and shall not be affected or impaired
by any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating
to Borrower, Guarantor, any other guarantor (which term shall include any other party at any time directly or contingently liable
for any of Borrower's obligations under the Loan Documents) or any affiliate of Borrower or any action taken with respect to this
Agreement by any trustee or receiver, or by any court, in any such proceeding, whether or not Guarantor shall have had notice or
knowledge of any of the foregoing.


 


(b)          Notwithstanding
any modification, discharge or extension of the maturity date of the Loan, or any amendment, modification, stay or cure of Lender's
rights under the Loan Agreement, the Note, Mortgage or any other Loan Document which may occur in any bankruptcy or reorganization
case or proceeding affecting Borrower, whether permanent or temporary, and whether or not assented to by Lender, Guarantor hereby
agrees that Guarantor shall be obligated hereunder to pay the amounts due hereunder in accordance with the terms of this Agreement
as in effect on the date hereof.


 


(c)          Guarantor
agrees that to the extent that Borrower makes a payment or payments to Lender, which payment or payments or any part thereof are
subsequently invalidated, declared to be fraudulent or preferential, set side or required, for any of the foregoing reasons or
for any other reasons, to be repaid or paid over to a custodian, trustee, receiver or any other party under any bankruptcy act,
state or federal law, common law or equitable cause, then to the extent of such payment or repayment, the obligation or part thereof
intended to be satisfied shall be revived and continue in full force and effect as if such payment had not been made and Guarantor
shall be primarily liable for this obligation.


 


6.            Subrogation
Waiver/Subordination.


 


(a)          Notwithstanding
any provision to the contrary contained in the other Loan Documents or this Agreement, Guarantor hereby unconditionally and irrevocably
waives until all obligations under the Loan Documents have been paid and performed in full and all applicable preference periods
and fraudulent transfer periods have expired, (i) any and all rights of subrogation (whether arising under contract, 11 U.S.C.
§509 or otherwise), to the claims, whether existing now or arising hereafter, Lender may have against Borrower, and (ii) any
and all rights of reimbursement, contribution or indemnity against Borrower or any future guarantors of any obligations under the
Loan Documents) which may have heretofore arisen or may hereafter arise in connection with any guaranty or pledge or grant of any
lien or security interest made in connection with any obligations under the Loan Documents. Guarantor hereby acknowledges that
the waiver contained in the preceding sentence (the "Subrogation Waiver") is given as an inducement to
Lender to enter into the Loan Documents and, in consideration of Lender's willingness to enter into the Loan Documents, Guarantor
agrees not to amend or modify in any way the Subrogation Waiver without Lender's prior written consent. If any amount shall be
paid to Guarantor on account of any claim set forth at any time when all of the obligations under the Loan Documents shall not
have been paid or performed in full, such amount shall be held in trust by Guarantor for Lender's benefit, shall be segregated
from the other funds of Guarantor and shall forthwith be paid over to Lender to be applied in whole or in part by Lender against
such obligations, whether matured or unmatured. Nothing contained herein is intended or shall be construed to give to Guarantor
any rights of subrogation or right to participate in any way in Lender's rights, title or interest in the Loan Documents, notwithstanding
any payments made by Guarantor under this Agreement, all such rights of subrogation and participation being hereby expressly waived
and released.


 



    	5



    	 



    

 


(b)          In
the event that Guarantor shall advance or become obligated to pay any sums with respect to any obligation hereby guaranteed or
in the event that for any reason whatsoever Borrower or any subsequent owner of the collateral securing the Loan is now, or shall
hereafter become, indebted to Guarantor, Guarantor agrees that the amount of such sums and of such indebtedness together with all
interest thereon, shall at all times be subordinate as to the lien, time of payment and in all other respects, to all sums, including
principal, interest and other amounts, at any time owing to Lender under any of the Loan Documents and that Guarantor shall not
be entitled to enforce or receive payment thereof until all such sums owing to Lender have been paid. Nothing herein contained
is intended or shall be construed to give to Guarantor any right to participate in any way in the right, title or interest of Lender
in or to the collateral securing the Loan, notwithstanding any payments made by Guarantor under this Agreement, all such rights
of participation being hereby expressly waived and released.


 


7.            Guarantor's
Representations and Warranties. Guarantor makes the following representations and warranties which shall survive the execution
and delivery of this Agreement:


 


(a)          Guarantor
has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and has duly authorized,
executed, and delivered the same.


 


(b)          Neither
the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with
the terms and provisions hereof, will contravene any provision of law, statute, rule or regulation to which Guarantor is subject
or any judgment, decree, franchise, order or permit applicable to Guarantor, or will conflict or will be inconsistent with, or
will result in any breach of, any of the terms, covenants, conditions or provisions of, or constitute a default under, or result
in the creation or imposition of any lien, security interest, charge or encumbrance upon any of the property or assets of Guarantor
pursuant to the terms of, any indenture, mortgage, deed of trust, agreement or other instrument to which Guarantor is a party or
may be bound or subject.


 


(c)          No
consent or approval of, or exemption by, any governmental or public body or authority is required to authorize, or is required
in connection with the execution, delivery and performance of, this Agreement or of any of the instruments or agreements herein
referred to, or the taking of any action hereby contemplated.


 



    	6



    	 



    

 


8.            Guarantor's
Relationship to Borrower. Guarantor is related and/or affiliated with Borrower, has personal knowledge of and is familiar with
Borrower's business affairs and books and records. Guarantor warrants that Borrower is in sound financial condition as of the date
of this Agreement, and that to Guarantor's knowledge Borrower will perform its obligations under the Loan Documents in accordance
with the terms and conditions thereof.


 


9.            Mortgage
Priority. Nothing herein contained shall in any manner affect the lien or priority of the Mortgage securing the Loan, and upon
the occurrence of an Event of Default, Lender may invoke any remedies it may have under the this Agreement or the other Loan Documents,
either concurrently or successively and the exercise of any one or more of such remedies shall not be deemed an exhaustion of such
remedy or remedies or a waiver of any other remedy or remedies and shall not be deemed an election of remedies. The exercise by
Lender of any such remedies shall not release, discharge or excuse Guarantor from its obligations hereunder unless and until the
full amount of the Indebtedness evidenced by the Note, governed by the Loan Agreement and secured by the Mortgage has been fully
paid and satisfied.


 


10.           Duration
of Agreement. Subject to Section 25 below, this Agreement shall remain in full force and effect until all obligations
of Borrower and Guarantor under the Loan Documents have been satisfied in full and are no longer subject to disgorgement under
any applicable state or federal creditor rights or bankruptcy laws. No delay on the part of Lender in exercising any options, powers
or rights, or the partial or single exercise thereof, shall constitute a waiver thereof. No waiver of any rights hereunder, and
no modification or amendment of this Agreement, shall be deemed to be made by Lender unless the same shall be in writing, duly
signed on behalf of Lender, and each such waiver (if any) shall apply only with respect to the specific instance involved and shall
in no way impair the rights of Lender or the obligations of Guarantor to Lender in any other respect at any other time. This Agreement
is binding upon Guarantor, Guarantor's heirs, personal representatives, successors or assigns, and shall inure to the benefit of
the Lender Parties, including, without limitation, any other holder at any time of the Loan Documents.


 


11.           Guarantor's
Familiarity with the Loan Documents. Guarantor acknowledges that copies of the Loan Documents have been made available to Guarantor
and that Guarantor is familiar with their contents including, without limitation, the Recourse Provision. Guarantor affirmatively
agrees that upon any transfer of the Premises in accordance with the provisions of the Loan Agreement, it shall not be necessary
for Guarantor to reaffirm its continuing obligations under this Agreement, but Guarantor will do so upon request by Lender.


 


12.           Notices.
All notices, consents, approvals and requests required or permitted hereunder shall
be given in writing and shall be effective for all purposes if hand delivered or sent by: (i) certified
or registered United States mail, postage prepaid, return receipt requested; or (ii) expedited prepaid delivery service, either
commercial or United States Postal Service, with proof of attempted delivery; addressed in either case as follows:


 



    	7



    	 



    

 


	If to Lender, at the following address: 
	 
	Babson Mezzanine Realty Investors II LP
	c/o Cornerstone Real Estate Advisers
	One Financial Plaza
	Hartford, Connecticut  06103
	Attention:	Finance Group Loan Servicing
	 	Loan No. 11114
	 
	with a copy to:
	 
	Babson Mezzanine Realty Investors II LP 
	c/o Cornerstone Real Estate Advisers
	One Financial Plaza
	Hartford, Connecticut  06103
	Attention:	Paralegal (Finance Group Loan Servicing)
	 	Loan No. 11114
	 	 
	If to Moayedi, at the following address:
	 
	Mehrdad Moayedi
	1221 N. Interstate 35E, Suite 200
	Carrollton, Texas 75006
	 
	If to UDF, at the following address:
	 
	United Development Funding IV
	1301 Municipal Way
	Suite 200
	Grapevine, Texas 76051
	Attention: Ben Wissink
	 
	If to Moayedi or UDF, with a copy to:
	 
	Hallett & Perrin, P.C.
	2001 Bryan Street
	Suite 3900
	Dallas, Texas 75201
	Attention: Michael Franklin

 


or to such other address and person as
shall be designated from time to time by Lender or Guarantor, as the case may be, in a written notice to the other party in the
manner provided for in this Section 12. A notice shall be deemed to have been given: in the case of hand delivery,
at the time of actual delivery; in the case of registered or certified mail, three (3) Business Days after deposit in the United
States mail; in the case of expedited prepaid delivery, upon the first attempted delivery on
a Business Day. A party receiving a notice that does not comply with the technical requirements for notice under this Section 12
may elect to waive any deficiencies and treat the notice as having been properly given.


 



    	8



    	 



    

 


13.           Successors
and Assigns. This Agreement shall be binding upon Guarantor's successors and assigns and shall inure to the benefit of Lender,
the Lender Parties and their respective successors and assigns.


 


14.           Governing
Law. In all respects, including, without limitation, matters of construction and performance of this Agreement and the obligations
arising hereunder, this Agreement shall be governed by, and construed in accordance with, the laws of the state in which the Premises
are located applicable to contracts and obligations made and performed in such state and any applicable laws of the United States
of America. Interpretation and construction of this Agreement shall be according to the contents hereof and without presumption
or standard of construction in favor of or against Guarantor or Lender.


 


15.           Waiver
of Trial by Jury. GUARANTOR AND LENDER EACH HEREBY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON,
OR RELATED TO, THE SUBJECT MATTER OF THIS AGREEMENT. THIS WAIVER IS KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY MADE BY GUARANTOR
AND LENDER, AND EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS NOT MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF
TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. GUARANTOR FURTHER ACKNOWLEDGES THAT GUARANTOR HAS BEEN REPRESENTED
(OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS AGREEMENT BY INDEPENDENT LEGAL COUNSEL SELECTED BY GUARANTOR
AND THAT GUARANTOR HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.


 


16.           Consent
to Jurisdiction and Venue. Guarantor hereby submits to personal jurisdiction in the State in which the Premises are located
for the enforcement of the provisions of this Agreement and irrevocably waives any and all rights to object to such jurisdiction
for the purposes of litigation to enforce any provision of this Agreement. Guarantor hereby consents to the jurisdiction of and
agrees that any action, suit or proceeding to enforce this Agreement may be brought in any state or federal court in the state
in which the Premises are located. Guarantor hereby irrevocably waives any objection that it may have to the laying of the venue
of any such actions, suit, or proceeding in any such court and hereby further irrevocably waives any claim that any such action,
suit or proceeding brought in such a court has been brought in an inconvenient forum.


 


17.           Intentionally
Deleted.


 


18.           Attorneys'
Fees. In addition to all other amounts payable by Guarantor hereunder, Guarantor hereby agrees to pay to Lender upon demand
any and all reasonable attorneys' fees, costs and expenses, including all fees costs and expenses incurred in all enforcement,
probate, appellate and bankruptcy proceedings, as well as any post-judgment proceedings to collect or enforce any judgment or order
relating to the obligations of Guarantor under this Agreement. Attorneys' fees and costs provided for hereunder shall accrue and
be payable by Guarantor whether or not Lender has provided notice of any breach or default or of an intention to exercise any remedies
for such breach or default.


 



    	9



    	 



    

 


19.           Joint
and Several Liability. If more than one party is executing this Agreement as a Guarantor, then each party that executes this
Agreement shall be jointly and severally responsible for any and all obligations of any Guarantor hereunder.


 


20.           Severability.
All rights, powers and remedies provided in this Agreement may be exercised only to the extent that the exercise thereof
does not violate any applicable law, and are intended to be limited to the extent (but only to the extent) necessary so that they
will not render this Agreement invalid or unenforceable. If any term, covenant, condition,
or provision of this Agreement or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable,
the remaining terms, covenants, conditions and provisions of this Agreement, or the application of such term, covenant, condition
or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected
thereby, and each term, covenant, condition and provision of this Agreement shall be modified and/or limited to the extent necessary
to render the same valid and enforceable to the fullest extent permitted by law.


 


21.           Time
of the Essence. Time shall be of the essence in the performance of all obligations of Guarantor
under this Agreement and every other Loan Document.


 


22.           Definitions.
Any term not defined herein shall have the meaning set forth in the Loan Agreement.


 


23.           Counterparts.
This Agreement may be executed in counterparts, which together shall constitute one and the same original agreement.


 


24.           Application
of Payments. So long as any Event of Default exists and unless otherwise required by Law or a specific agreement to the contrary,
all payments received by Lender from Borrower, or any other party other than Guarantor, with respect to the Payment Obligations,
shall be applied by Lender in such manner and order as Lender desires, in its sole discretion. It is specifically agreed that for
so long as any Event of Default exists, Lender may apply such funds to obligations of Borrower which are not guaranteed hereby
prior to applying any funds to the obligations guaranteed hereby.


 


25.           Limitation.
Notwithstanding anything herein to the contrary, after Substantial Completion and provided that there is no Event of Default, once
the outstanding principal balance of the Note shall be equal to or less than $13,000,000, UDF shall have no further obligation
or liability under this Agreement.


 


26.           Net
Worth and Liquidity. Until UDF has no further obligation or liability hereunder (as provided in Section 25 above), UDF
shall maintain a Net Worth equal to at least $100,000,000 and Liquidity equal to at least $3,000,000.


 


[SIGNATURES FOLLOW]


 



    	10



    	 



    

 


[Signature Page to Guaranty of Payment]


 


NOTICE UNDER SECTION 26.02 OF THE TEXAS
BUSINESS & COMMERCE CODE.


 


A LOAN AGREEMENT IN WHICH THE AMOUNT
INVOLVED IN THE LOAN AGREEMENT EXCEEDS $50,000.00 IN VALUE IS NOT ENFORCEABLE UNLESS THE AGREEMENT IS IN WRITING AND SIGNED BY
THE PARTY TO BE BOUND OR BY THAT PARTY'S AUTHORIZED REPRESENTATIVE.


 


THE RIGHTS AND OBLIGATIONS OF THE PARTIES
TO AN AGREEMENT SUBJECT TO SUBSECTION (b) OF SECTION 26.02 OF THE TEXAS BUSINESS & COMMERCE CODE SHALL BE DETERMINED SOLELY
FROM THE WRITTEN LOAN AGREEMENT, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO THE LOAN AGREEMENT.


 


THE WRITTEN GUARANTY REPRESENTS THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES.


 


THERE ARE NO UNWRITTEN ORAL AGREEMENTS
BETWEEN THE PARTIES. 


 


IN WITNESS WHEREOF,
Guarantor has duly executed this Agreement as of the date first written above.


 


	 	GUARANTOR:
	 	 
	 	/s/
    Mehrdad Moayedi
	 	Mehrdad Moayedi
	 	 
	 	United Development Funding IV, a real estate investment trust organized under the laws of the State of Maryland
	 	 
	 	By:	/s/ David Hanson
	 	Name:	David Hanson
	 	Its:	Chief Operating Officer


 



    	11