MASTER CLEARING ACCOUNTS AGREEMENT-CME

This MASTER CLEARING ACCOUNTS AGREEMENT (the “ Agreement ”) is entered into as of the 16 th day of December, 2009, by and among PNC BANK, NATIONAL ASSOCIATION , a national banking association having and address at One PNC Plaza, 19th Floor, P1-POPP-19-2, Pittsburgh, PA  15222 (“ Clearing Bank ”), those parties identified on Exhibit A attached hereto, each having an address at c/o NTS Development Company, 10172 Linn Station Road, Louisville, Kentucky 40223 (each sometimes referred to individually as a “ Borrower ” and all sometimes referred to collectively as “ Borrowers ”), and HOLLIDAY FENOGLIO FOWLER, L.P. , a Texas limited partnership, having an address at 9 Greenway Plaza, Suite 700, Houston, Texas 77046 (together with its successors and assigns, “ Lender ”).

WHEREAS, Lender has agreed to make, or has made to each of the Borrowers a loan (each a “ Loan ” and collectively, the “ Loans ”) in the original principal amounts set forth on Exhibit A attached hereto.

WHEREAS, Each Loan is to be evidenced by the Multifamily Note (each a “ Note ” and collectively, the “ Notes ”) and secured by a Multifamily Mortgage or Deed of Trust, Assignments of Rents and Security Agreement of even date herewith (each a “ Security Instrument ”, and collectively, the “ Security Instruments ”).

WHEREAS, each Security Instrument grants to Lender, among other things, a first lien on the Mortgaged Property described therein  and an assignment of all Rents arising with respect to such Mortgaged Property.   References herein to the “ Property ” mean each such Mortgaged Property separately and all such Mortgaged Properties together.

WHEREAS, Lender and Borrowers are parties to that certain Master Cross-Collateralization Agreement dated as of the date of this Agreement (the “ Master Cross-Collateralization Agreement ”), wherein Borrowers agree that the Property is and shall be collateral for all of the Loans.

WHEREAS, as a condition of making the Loans, Lender is requiring that Borrowers deposit all Receipts (as defined below) with a financial institution acceptable to Lender into an account designated by and established for the benefit of Lender, and Borrowers and Lender desire to retain Clearing Bank to provide the services described herein.

NOW, THEREFORE, for and in consideration of the mutual promises and covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lender, Clearing Bank and Borrowers agree as follows:

1.            Defined Terms . The following terms used in this Agreement shall have the meanings set forth below in this Paragraph 1.

“ ACH System ” means the automated clearinghouse system.

“ Business Day ” means any day other than a Saturday, a Sunday or any other day on which Lender, Clearing Bank, or the national banking associations are not open for business.

“ Cash Management Agreement ” means that certain Master Cash Management Agreement of even date herewith by and among Borrowers, Manager (as defined in the Cash Management Agreement) and Lender.

“ Cash Sweep Period ” means any period which commences upon receipt of notice by Clearing Bank of the delivery of a Notice of Commencement of Cash Sweep Period and continues until such time, if any, as Lender delivers a Notice of Termination of Cash Sweep Period.

“ Clearing Accounts ” has the meaning specified in Paragraph 2(a) below.

“ Deposit Account ” means the account established or to be established by Lender or Servicer in accordance with the terms of the Cash Management Agreement, into which all funds in the Clearing Accounts shall be deposited as set forth in Paragraph 4 of this Agreement.

“ Designee ” means the Servicer or other agent of Lender acting for the benefit of Lender under this Agreement. Lender will provide written notice from time to time to Borrower and Clearing Bank of the appointment of a Designee.  Clearing Bank will require receipt of such written notice prior to recognizing a party as Designee.

“ Eligible Account ” means an identifiable account which is separate from all other funds held by the holding institution that is either (i) an account or accounts maintained with the corporate trust department of a federal or state-chartered depository institution or trust company which complies with the definition of Eligible Institution or (ii) a segregated trust account or accounts maintained with the corporate trust department of a federal or state chartered depository institution or trust company acting in its fiduciary capacity which, in the case of a state chartered depository institution or trust company is subject to regulations substantially similar to 12 C.F.R. §9.10(b), having in either case a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal and state authority; or (iii) a deposit account within the meaning of Section 9-104 of the UCC.  An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument.

“ Eligible Institution ” means a federal or state chartered depository institution or trust company insured by the Federal Deposit Insurance Corporation, the short term unsecured debt obligations or commercial paper of which are rated at least A-1 by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc (“ S&P ”); P-1 by Moody’s Investors Service, Inc. (“ Moody's ”); and F-1 by Fitch, Inc. (“ Fitch ”) in the case of accounts in which funds are held for thirty (30) days or less or, in the case of letters of credit or accounts in which funds are held for more than thirty (30) days, the long term unsecured debt obligations of which are rated at least “A” by Fitch and S&P “A2” by Moody’s.  If at any time an Eligible Institution does not meet the required rating, the Eligible Account must be moved within thirty (30) days to an appropriately rated Eligible Institution.

“ Notice of Termination of Cash Sweep Period ” means a Notice provided to Clearing Bank and Borrowers by Lender that a Cash Sweep Period has terminated and thereafter Borrowers and Lender shall have joint control over the Clearing Accounts as provided in the Cash Management Agreement.

“ Obligations ” means any and all debts, liabilities and obligations of Borrowers, and each of them, to Lender pursuant to or in connection with the Loans, including without limitation, the indebtedness evidenced by the Notes and any and all debt, liabilities and obligations of Borrowers under the “Loan Documents” as defined in the Cash Management Agreement.

“ Receipts ” means any Rents and any other income received by any Borrower or Manager in connection with the Property.

Terms used in this Agreement and not defined herein have the meanings given to those terms in the Cash Management Agreement.

2.            Duties of Clearing Bank .

(a)           In order to further secure the performance by Borrowers of their Obligations (i) Borrowers have established with Clearing Bank eight (8) separate deposit accounts (collectively, the “ Clearing Accounts ) designated as set forth in Exhibit B hereto, provided , that Lender shall have the option to cause Clearing Bank to change the name of any such account in its sole discretion by giving Notice to Borrowers and Clearing Bank; and provided further that such change shall not otherwise modify the terms of this Agreement.  Clearing Bank will maintain the Clearing Accounts. The Clearing Accounts will be assigned the respective federal tax identification numbers listed in Exhibit B .

(b)           Clearing Bank shall receive and process any Receipts presented by Borrowers, Manager or any of their respective agents pursuant to the Cash Management Agreement and shall deposit all Receipts received by it with respect to the Property into the Clearing Accounts.

(c)           Clearing Bank shall hold amounts deposited in the Clearing Accounts for the benefit of Lender and shall designate such amounts on its books as being held for the benefit of Lender, subject to the terms of this Agreement.

(d)           Borrowers and Clearing Bank shall maintain each Clearing Account as an Eligible Account.  Each Clearing Account shall constitute a “deposit account” within the meaning of the Uniform Commercial Code of the State of New York.  Regardless of any provision of any other agreement, for purposes of the Uniform Commercial Code, New York shall be deemed the jurisdiction of the Bank, as “bank” with respect to such “deposit account”.

(e)           Clearing Bank shall immediately take any steps necessary in order for Clearing Bank to effectuate any transfer of funds to Lender or Designee pursuant to Paragraph 4   of this Agreement and to provide data, via utilization of Clearing Bank’s internet-based systems then in effect, to Lender or Designee pursuant to Paragraph 2(g) of this Agreement.

(g)           Upon request of Lender or Designee, Clearing Bank shall (i) provide to Lender or Designee, as applicable, via utilization of Clearing Bank’s generally available internet-based banking system, currently accessible via pnc.com, then in effect, information on Clearing Account balances, the aggregate amount of withdrawals from the Clearing Accounts and other similar information and (ii) Clearing Bank (x) shall advise Lender or Designee, as applicable, of the amount of Available Funds via utilization of Clearing Bank’s generally available internet-based banking system, currently accessible via pnc.com, then in effect, (y) shall deliver to Lender or Designee, as applicable, a duplicate copy of all monthly account statements sent to Borrower, and (z) shall make available any other information concerning the Clearing Accounts as Lender or Designee shall reasonably request via utilization of Clearing Bank’s generally available internet-based banking system, currently accessible via pnc.com, then in effect.

(h)           Items deposited with Clearing Bank that are returned for insufficient or uncollected funds shall be debited to the Clearing Account, as provided in Paragraph 8 below, under advice and returned to Borrower.

3.            Dominion and Control .  Lender, Clearing Bank and Borrowers acknowledge and agree that the Clearing Accounts are subject to the dominion, control and discretion of Lender and Designee as set forth in the Cash Management Agreement.  Neither any Borrower nor Manager shall have the right to close the Clearing Accounts; provided , that Clearing Bank shall not be liable under this Agreement, under applicable law, or in equity in the event that the Borrower or Manager close any of the Clearing Accounts prior to receipt of a Notice of Commencement of Cash Sweep Period, and allowing for a reasonable period of time, not to exceed two (2) Business Days, or following the receipt of a Notice of Termination of Cash Sweep Period, and allowing for a reasonable period of time, not to exceed two (2) Business Days..  After the receipt by Clearing Bank of a Notice of Commencement of Cash Sweep Period, and allowing for a reasonable period of time not to exceed two (2) Business Days, and prior to Clearing Bank’s receipt of a Notice of Termination of Cash Sweep Period, neither any Borrower nor Manager shall have any right of withdrawal with respect to the Clearing Accounts except with the prior written consent of Lender, which written consent shall be provided to Clearing Bank.  Each Borrower and Manager and Lender shall be entitled to request and receive any information about the Clearing Accounts that it shall reasonably request from time to time via utilization of the Clearing Bank’s generally available internet-based systems, currently accessible via pnc.com, then in effect.

4.            Transfer of Funds in Clearing Accounts . Clearing Bank shall transfer all Available Funds on deposit in the Clearing Accounts as follows:

(i)           Clearing Bank shall transfer, by wire transfer or via the ACH System and/or by such means as Clearing Bank generally employs in connection with “Zero Balance” accounts such as the Clearing Accounts, so much of the Available Funds as Borrowers shall request from time to time to one or more accounts designated in writing by Borrowers until such time, if any, as Clearing Bank and Borrowers have received a Notice of Commencement of Cash Sweep Period (Clearing Bank shall have no obligation to verify that Borrowers have received such Notice). Thereafter all Available Funds shall be disbursed on each Business Day to the Deposit Account designated in writing by Lender or Designee until such time as Clearing Bank has received a Notice of Termination of Cash Sweep Period, and thereafter for a reasonable period of time not to exceed two (2) Business Days.

5.            Fees .

(a)           To compensate Clearing Bank for performing the services required hereunder, Borrowers hereby agree to pay all such fees as shall be charged by the Clearing Bank in connection with Clearing Bank’s obligations hereunder.  Borrowers shall be liable to Clearing Bank for the amount of any exchange, collection, processing, transfer, wire, postage or other out-of-pocket expenses incurred by Clearing Bank, as determined by Clearing Bank from time to time.

(b)           Clearing Bank shall debit the Clearing Accounts by the amount of its