Loan No. 03-0220389





             CAPITAL IMPROVEMENT AND TENANT FITOUT ESCROW AGREEMENT

             ------------------------------------------------------



         This Capital Improvement and Tenant Fit-Out Escrow Agreement (the

"Agreement") is made as of March 17, 2004 between Wells Fargo Bank N.A. f/k/a

Norwest Bank Minnesota, National Association, as Trustee for the registered

holders of NationsLink Funding Corporation, Commercial Mortgage Pass-Through

Certificates, Series 1998-2, in its capacities as lender and escrow agent

("Lender"), and Cedar Townfair, LLC, a Delaware limited liability company

("Borrower").



                                    RECITALS

                                    --------



A.       This Agreement is being executed in connection with Lender's consent to

         the assumption by Borrower of a mortgage loan to Townfair Center

         Associates, a Pennsylvania general partnership ("Seller") in the

         original principal amount of Ten Million Seven Hundred Thousand and

         No/100 Dollars ($10,700,000.00) (the "Loan"), and the Loan assumption

         is incident to Borrower's purchase of the real property commonly known

         as Townfair Center (Phase I & II), 475 South Ben Franklin Road, White

         Township, Pennsylvania, being more particularly described on Exhibit A

         attached hereto.





B.       The Loan is evidenced by a Promissory Note (the "Note"), dated February

         13, 1998, made by Seller and is secured by, among other things, an

         Open-End Mortgage, Assignment of Leases and Rents and Security

         Agreement (the "Security Instrument"), dated as of February 13, 1998,

         encumbering that certain real property situated in the County of

         Indiana, Commonwealth of Pennsylvania ("State"), as more particularly

         described on Exhibit A attached hereto and incorporated herein by this

         reference, together with the buildings, structures and other

         improvements now or hereafter located thereon (said real property,

         buildings, structures and other improvements being hereinafter

         collectively referred to as the "Property") and by other documents and

         instruments, and the Lender's consent to the transfer of the Property

         to Borrower is being made pursuant to a Consent and Assumption

         Agreement with Limited Release dated of even date herewith (the

         "Assumption Agreement") (the Note, Security Instrument, Assumption

         Agreement and such other documents, agreements and instruments, as the

         same may from time to time be amended, modified, extended, severed,

         split, divided, spread, restated, substituted, supplemented,

         consolidated, renewed or replaced, being collectively referred to

         herein as the "Loan Documents");





C.       As a condition to Lender giving its consent to the assumption of the

         Loan by Borrower, the transfer of the Property to Borrower and the

         construction of a new 5,000 square foot building on the Property,

         Lender has required that Borrower deposit the Escrow Funds (hereinafter

         defined) with Lender pursuant and subject to the terms of this

         Agreement.



         NOW, THEREFORE, to induce Lender to consent to the transfer of the

Property to Borrower, consent to Borrower's assumption of the Loan and consent

to the construction of a new 5,000 square foot building on the Property and in

consideration of the premises and the due performance of the commitments and

agreements hereinafter set forth, and other valuable consideration, the receipt

and sufficiency of which are hereby acknowledged, the parties hereto agree as

follows:



1.       Escrow. Borrower shall establish and maintain an escrow of funds with

         Lender pursuant to the terms of this Agreement for the payment of

         future customary and reasonable bona fide costs and expenses incurred

         by Borrower in connection with the (i) construction of a 5,000 square

         foot building on the Property ("New Building") and (ii) completion of

         tenant improvements required to be paid by Borrower in connection with

         a lease ("New Lease") for approximately 3,000 square feet of space in

         the New Building (the "Leasing Matters").









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2.       Deposit of Escrow Funds. All amounts held by Lender at any time in

         escrow pursuant to this Agreement are the "Escrow Funds". On the date

         hereof, Borrower shall make an initial deposit of $393,310.00 with

         Lender, to be held in escrow by Lender according to the terms of this

         Agreement. The Escrow Funds shall be disbursed or applied only as

         specified in this Agreement.





3.       Escrow Account. Lender agrees to hold all Escrow Funds in an Eligible

         Account (hereinafter defined) selected by Lender from time to time in

         the exercise of its sole discretion (the "Escrow Account"). No earnings

         or interest on the Escrow Funds shall be payable to Borrower. The

         Escrow Funds shall not constitute a trust fund and may be commingled

         with other monies held by Lender. The Escrow Account shall be held in

         the name of Lender and shall be within its sole and exclusive control,

         and all funds deposited in the Escrow Account shall be for the account

         of Lender. Except as provided herein, Borrower shall have no right to

         or interest in the Escrow Funds or Escrow Account and shall have no

         authority to withdraw Escrow Funds from the Escrow Account. An

         "Eligible Account" shall mean either (a) an account maintained with a

         depository institution or trust company, the long term unsecured debt

         obligations of which are rated in one of the three highest rating

         categories by any Rating Agency (hereinafter defined) acceptable to

         Lender at the time of any deposit therein or (b) a trust account

         maintained with a federally or state-chartered depository institution

         or trust company acting in its fiduciary capacity, subject to

         regulations regarding fiduciary funds on deposit similar to 12 C.F.R.

         Section 9.10(b). The term "Rating Agency" shall mean a nationally

         recognized credit rating agency (including, without limitation,

         Standard & Poor's Rating Group, Fitch Investors Service, L.P., Moody's

         Investors Service, Inc. or Duff and Phelps Credit Rating Co., and their

         respective successors and assigns).





4.       Permitted Investments. Lender may direct the depository institution

         maintaining the Escrow Account to invest the Escrow Funds in one or

         more of the following obligations or securities (each a "Permitted

         Investment") having, at the time of purchase, the required ratings, if

         any, provided for below:





         a. Direct obligations of, or guaranteed as to timely payment of

            principal and interest by, the United States or any agency or

            instrumentality thereof provided that such obligations are backed by

            the full faith and credit of the United States of America;





         b. Direct obligations of, or guaranteed as to timely payment of

            principal and interest by, FHLMC, FNMA or the Federal Farm Credit

            System;





         c. Demand and time deposits in or certificates of deposit of, or

            bankers' acceptances issued by, any bank or trust company, savings

            and loan association or savings bank, provided that the short-term

            unsecured debt obligations of such depository institution or trust

            company must have the highest rating available for such securities

            by two or more Rating Agencies acceptable to Lender;





         d. Commercial or finance company paper that is rated by two or more

            Rating Agencies acceptable to Lender in their highest short-term

            unsecured rating category at the time of such investment and is

            issued by a corporation the outstanding senior long-term debt

            obligations of which are then rated by two or more Rating Agencies

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