Exhibit 10.37

Loan No. 20048551001

Property Name: 1500 Eckington Place

AMENDED AND RESTATED DEED OF TRUST, SECURITY AGREEMENT,

ASSIGNMENT OF RENTS AND FIXTURE FILING

from

XM 1500 ECKINGTON LLC

to

ELISABETH ZAJIC

for the benefit

of

MERRILL LYNCH MORTGAGE LENDING, INC.

Dated as of August     , 2004

Lots: 29 & 30

Square: 3518

District of Columbia

PREPARED BY AND UPON RECORDATION RETURN TO:

Winston & Strawn LLP

200 Park Avenue

New York, New York 10166

Attention: David M. Traitel, Esq.

Table of Contents

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DEFINITIONS

For all purposes of this Deed of Trust, the following capitalized terms shall have the meaning set forth below or in the provision referenced below:

“Affiliate” shall mean, with respect to any party, each Person that Controls, is Controlled by or is under common Control with such party.

“Appraisal” shall mean an appraisal of the Property, reasonably satisfactory to Lender in form and content, performed by an Appraiser.

“Appraiser” shall mean a licensed real estate appraiser who is a member of the American Institute of Real Estate Appraisers, having sufficient expertise and experience to perform an Appraisal, and otherwise reasonably satisfactory to Lender.

“Architect” shall mean a reputable architect, engineer licensed in the State, or general contractor selected by Borrower and reasonably satisfactory to Lender.

“Assignment” shall mean the Amended and Restated Assignment of Rents and Leases of even date herewith from Borrower to Lender pertaining to the Property, as the same may be amended, supplemented or modified from time to time.

“Bankruptcy Code” shall mean 11 U.S.C. §101 et seq., as amended from time to time.

“Borrower” shall have the meaning set forth in the first paragraph on page 1 hereof.

“Business Day” shall mean a weekday, Monday through Friday, except a legal holiday or a day on which banking institutions in New York, New York (and at any time during which the Loan is an asset of a public or private offering of securities which are collateralized in whole or in part by this Deed of Trust (a “Securitization”), the cities and states used in the comparable definition of “Business Day” in the Securitization documents) are authorized by law to be closed.

“CERCLA” shall mean the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. § 9601 et seq.), as amended or supplemented from time to time.

“Claim” shall have the meaning set forth in Section 13.4 hereof.

“Collateral” shall mean all of the Property which is governed by the UCC.

“Contracts” shall have the meaning set forth in the NINTH granting clause hereof.

“Control” means, when used with respect to any specific Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person whether through ownership of voting securities, beneficial interests, by contract or otherwise (by way of clarification, a Person is in Control of another Person only if such Control cannot be limited or divested by the actions of any other Person). The definition is to be construed to apply equally to variations of the word “Control” including “Controlled,” “Controlling” or “Controlled by.”

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“Corporate Financing” shall have the meaning attributed to such term in Section 8.2(b) below.

“Costs” shall mean, collectively, all liens, damages, losses, fines, liabilities, obligations, settlements, penalties, assessments, citations, directives, claims, litigations, demands, response costs (including, without limitation, investigation, removal, remediation, mitigation, containment, post-closure and monitoring costs), defenses, judgments, suits, proceedings, costs, laboratory fees, disbursements and expenses of any kind or nature whatsoever (including, without limitation, reasonable attorneys’, consultants’ and experts’ fees and disbursements). “Costs” shall also include any future reduction in sales price of, or unmarketability and consequent inability of Lender or Trustee to sell the Property pursuant to the power of sale provided herein, and the lost opportunity costs resulting from the inability of Lender or Trustee to sell or dispose of its interest in the Property, all as a consequence of any event described in Section 13.1, but, in any case, only to the extent Lender is unable to realize proceeds to satisfy the Debt.

“Debt” shall have the meaning set forth in the recitals hereof.

“Deed of Trust” shall have the meaning set forth in the first paragraph on page 1 hereof.

“Default Rate” shall have the meaning set forth in the Note.

“Environmental Laws” shall mean, collectively, any federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decisions or injunctions, and any judicial or administrative order, judgment, permit or authorization issued pursuant thereto, pertaining to the environment, natural resources, pollution or clean-up, including, without limitation, each of the laws, statutes and ordinances identified in the definition of Hazardous Materials hereinafter set forth, as enacted as of the date hereof and as hereafter amended or supplemented, and all regulations promulgated pursuant thereto.

“Equipment” shall have the meaning set forth in the FOURTH granting clause hereof.

“Event of Default” shall have the meaning set forth in Section 11.1 hereof.

“Governmental Authority” shall mean any federal, state, regional, local or other government or political subdivision or agency thereof and any body or authority exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Hazardous Materials” shall mean and include (i) those elements, wastes, materials, substances or compounds identified or regulated as hazardous or toxic pursuant to CERCLA, the Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. § 5101 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. § 136 et seq.), the Emergency Planning and Community Right-to-Know Act (42 U.S.C. § 11001 et seq.), the Occupational Safety and Health Act (29 U.S.C. § 651 et seq.), the Residential Lead-Based Paint Hazard Reduction Act (42 U.S.C. § 4851 et seq.), any analogous state or local laws, any amendments thereto, and the

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regulations promulgated pursuant to said laws, all as amended from time to time, relating to or affecting the Property, (ii) any hazardous, toxic or harmful substances, wastes, materials, pollutants or contaminants (including, without limitation, asbestos, polychlorinated biphenyls, petroleum or petroleum by-products or wastes, flammable explosives, radioactive materials, infectious substances, materials containing lead-based paint or raw materials which include hazardous constituents) or any other substances or materials which are identified by or regulated by Environmental Laws, on, in, under or affecting all or any portion of the Property or migrating from the Property to any surrounding areas, and (iii) any substances now or hereafter defined as or included in the definitions of “hazardous substances”, “hazardous wastes”, “hazardous materials”, “pollutants”, “contaminants” or “toxic substances” under any applicable Legal Requirements.

“Improvements” shall have the meaning set forth in the SECOND granting clause hereof.

“Indemnitor” shall have the meaning set forth in Section 12.1 hereof.

“Insurance Requirements” shall mean all terms of any insurance policy required by this Deed of Trust, all requirements of the issuer of any such policy, and all regulations and then current standards applicable to or affecting the Property or any use or condition thereof, which may, at any time, be adopted by the Board of Fire Underwriters, if any, having jurisdiction over the Property, or such other authority exercising similar functions.

“Investor” shall mean any actual or potential purchaser, transferee, assignee, servicer, participant or investor in a Secondary Market Transaction.

“Leases” shall have the meaning set forth in the FIFTH granting clause hereof.

“Legal Requirements” shall mean all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions (including, without limitation any of the foregoing relating to Hazardous Materials) affecting Borrower, the Property or the ownership, occupancy, construction, use, alteration or operation thereof, whether now or hereafter enacted and in force, including, without limitation, (i) any which may require repairs, modifications or alterations in or to the Property, (ii) any which may in any way limit the use and enjoyment thereof, and all permits, licenses and authorizations and regulations relating thereto, (iii) all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known to Borrower, any time in force affecting or relating to the Property, or (iv) any which may pertain to requirements for equal opportunity, anti-discrimination, disability accommodation, safety, environmental protection, zoning or land use.

“Lender” shall have the meaning set forth in the first paragraph on page 1 hereof.

“Licenses” shall have the meaning set forth in the EIGHTH granting clause hereof.

“Lien” shall mean, with respect to any property or asset, any mortgage or deed of trust, pledge, hypothecation, assignment, security interest, lien, easement (other than any easement not materially impairing usefulness or marketability), encumbrance, right of reverter, option to purchase, reversionary interest, right of priority over property or other security agreement (or

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similar arrangement) of any kind or nature whatsoever on or with respect to such property or asset (including, without limitation, any conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing).

“Loan” shall have the meaning set forth in the recitals on page 1 hereof.

“Loan Documents” shall mean, collectively, all documents, instruments, certifications and agreements now or hereafter given in connection with, evidencing, securing or relating to the Loan or the indebtedness evidenced by the Note, including, without limitation, all indemnities, and guaranties, the Note, this Deed of Trust, related UCC financing statements, the Assignment and the Reserve Agreement.

“Maturity Date” shall have the meaning set forth in the Note.

“Net Proceeds” shall mean, in connection with any casualty, the insurance proceeds actually received by Lender and in connection with any Taking, any condemnation awards, proceeds or other payments, in either case, including any interest accrued or which accrues thereon and less any reasonable adjusters’ fees and expenses and all costs and expenses, including, without limitation, all reasonable architects’, attorneys’, engineers’ and other consultants’ and professionals’ fees and disbursements incurred by Lender in connection with the casualty or Taking in question.

“Note” shall have the meaning set forth in the recitals on page 1 hereof.

“OFAC List” means the list of specially designated nationals and blocked persons subject to financial sanctions that is maintained by the U.S. Treasury Department, Office of Foreign Assets Control and accessible through the internet website www.treas.gov/ofac/t11sdn.pdf.

“Officer’s Certificate” shall mean a certificate of Borrower signed by the President, any Vice President, the Treasurer or any other officer authorized so to sign by the board of directors or managers, as applicable, of Borrower (or of its managing member) or pursuant to the by-laws or limited liability company operating agreement, as applicable, of Borrower, and delivered to Lender or, if Borrower is a partnership with one or more corporate general partners, a certificate so executed by such general partner(s) and/or any other partners having the power and authority to sign on behalf of Borrower or, if Borrower is a limited liability company with one or more corporate members, a certificate so executed by such member(s) and/or any other members having the power and authority to sign on behalf of Borrower.

“Original Principal” shall have the meaning set forth in Section 8.2 hereof.

“Original Principal Collateral Agreement” shall mean that certain Third Amended and Restated Shareholders and Noteholders Agreement dated as of June 16, 2003 made by and among Original Principal, XM, Clear Channel Investments, Inc., Columbia XM Radio Partners, LLC, DIRECTV Enterprises, LLC, General Motors Corporation, Madison Dearborn Capital Partners III, L.P., Madison Dearborn Special Equity III, L.P., Special Advisors Fund I, LLC, AEA XM Investors I LLC, AEA XM Investors II LLC, AEA XM Investors IA LLC, AEA XM Investors IIA LLC, Columbia XM Satellite Partners III, LLC, Columbia Capital Equity Partners III (QP), L.P., Columbia Capital Equity Partners II (QP), L.P., American Hondo Motor Co., Inc.,

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Black Bear Fund I, L.P., Black Bear Fund II, L.L.C., Black Bear Offshore Master Fund Limited, among others, as such agreement may be amended from time to time, provided, however, that the provisions of Section 8.9 of such agreement are not materially modified from and after the date hereof.

“Other Charges” shall have the meaning set forth in Section 4.1 hereof.

“Ownership Change” shall mean an event that results in Original Principal no longer being in Control of Borrower.

“Payment Date” shall have the meaning set forth in the Note.

“Permitted Encumbrances” shall have the meaning set forth in Section 1.1 (d) hereof.

“Person” shall mean any individual, corporation, partnership, joint venture, estate, trust, limited liability company, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing, and any of the heirs, executors, legal representatives, successors and assigns of any of the foregoing, as applicable.

“Premises” shall have the meaning set forth in the FIRST granting clause hereof.

“Prepayment Charge” shall have the meaning set forth in the Note.

“Prohibited Person” means any Person identified on the OFAC List or any other Person with whom a U.S. Person may not conduct business or transactions by prohibition of Federal law or Executive Order of the President of the United States of America.

“Property” shall have the meaning set forth in the recitals hereof.

“Rating Agencies” shall mean Standard & Poor’s Ratings Group, Moody’s Investors Service, Inc., and Fitch, Inc. or any successors thereto.

“Rents” shall have the meaning set forth in the FIFTH granting clause hereof.

“Reserve Account” shall have the meaning set forth in Section 4.3 hereof.

“Reserve Agreement” shall mean that agreement dated the date hereof, made by Borrower in favor of Lender, in connection with additional Reserves, if any, required by Lender, other than for Taxes and insurance premiums expressly provided for in Article IV hereof.

“Reserves” shall have the meaning set forth in Section 4.3 hereof.

“Restoration Work” shall have the meaning set forth in Section 3.3 hereof.

“Retention Amount” shall have the meaning set forth in Section 3.4 (e) hereof.

“Secondary Market Transaction” shall be (1) any sale of the Deed of Trust, Note and other Loan Documents to one or more Investors as a whole loan, (2) a participation of the Debt to one or more Investors, (3) a securitization of the Loan, (4) any other sale or transfer of the Debt or any interest therein to one or more Investors.

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“Special Purpose Entity” shall mean an entity which owns no interest or property other than the Property or interests in Borrower and otherwise is required to comply with the Special Purpose Entity Provisions.

“Special Purpose Entity Provisions” shall mean the provisions required by Lender to be included in the Borrower’s organizational documents as of the date hereof to satisfy Lender’s bankruptcy-remote requirements. Such provisions deal with certain prohibited activities of the entity, subordination of certain indemnification obligations, separateness covenants and, if applicable, anti-dissolution, voting and independent director requirements.

“State” shall mean the District of Columbia.

“Taking” shall mean a taking or voluntary conveyance during the term hereof of any of the Property, or any interest therein or right accruing thereto or the use thereof or relocation of any roadway providing direct access thereto, including, without limitation, any change of grade of any street, road, avenue or the widening of streets, roads or avenues adjoining or abutting the Premises, or any other injury to, or decrease in value of the Property, as the result of, or in settlement of any condemnation or other eminent domain proceeding affecting the Property whether or not the same shall have actually been commenced.

“Taxes” shall have the meaning set forth in Section 4.1 hereof.

“Transfer” shall mean any direct or indirect sale, conveyance, mortgaging, grant, bargain, alienation, encumbrance, pledge, assignment or other transfer of the Property or any part thereof, or legal or beneficial interest therein, or agreement to do any of the foregoing, whether voluntary or involuntary, including, without limitation, all of the items enumerated in Section 8.1 hereof.

“Trustee” shall mean the Person identified as such in this Deed of Trust and its successors and assigns.

“UCC” shall mean the Uniform Commercial Code as in effect in the State.

“XM” shall have the meaning attributed to such term in Section 3.3(b) hereof.

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THIS AMENDED AND RESTATED DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND FIXTURE FILING (as the same may be supplemented, amended, modified or extended from time to time, “Deed of Trust”) is made as of August     , 2004, by XM 1500 ECKINGTON LLC, a Delaware limited liability company, having an address at 1500 Eckington Place, NE, Washington D.C. 20002 (“Borrower”), to ELISABETH ZAJIK, a having an address c/o First American Title Insurance Company, 1801 K Street NW, Suite 200K, Washington, D.C. 20006 (“Trustee”), for the benefit of MERRILL LYNCH MORTGAGE LENDING, INC., a Delaware corporation, having an address at 4 World Financial Center, New York, New York 10080 attention: Commercial Mortgage Financing (“Lender”).

W I T N E S S E T H:

WHEREAS, Borrower is the owner of the fee simple interest in the real property described in Exhibit A annexed hereto and made a part hereof (the “Premises”).

WHEREAS, Lender is the present owner and holder of, and the Borrower is the current obligor under, that certain Secured Promissory Note (the “Existing Note”) described on Schedule 1 annexed hereto and made a part hereof, which Existing Note has an unpaid principal balance of $                    .

WHEREAS, the Existing Note is secured by that certain Deed of Trust and Fixture Filing (the “Existing Deed of Trust”) described on Schedule II annexed hereto and made a part hereof, encumbering the Property (as hereinafter defined).

WHEREAS, on the date hereof, Borrower and Lender are amended and restating the Existing Note pursuant to a certain Amended and Restated Secured Promissory Note of even date with this Deed of Trust, made by Borrower to the order of Lender (as same may hereafter be amended, modified, extended or replaced, the “Note”).

WHEREAS, Borrower, Trustee and Lender desire to (1) amend and restated in its entirety the indebtedness evidenced by the Existing Note and such indebtedness as so amended and restated shall constitute a single indebtedness in the principal amount of THIRTY THREE MILLION THREE HUNDRED THOUSAND and 00/100 DOLLARS ($33,300,000.00) (the “Loan”), all on the terms and conditions provided in the Note and (2) amend and restated the terms and conditions of the Existing Deed of Trust as hereinafter set forth.

WHEREAS, Borrower, Trustee and Lender intend these recitals to be a material part of this Deed of Trust.

WHEREAS, all things necessary to make this Deed of Trust the valid and legal binding obligation of Borrower in accordance with its terms, for the uses and purposes herein set forth, have been done and performed.

NOW THEREFORE, in consideration of Lender modifying the Existing Loan, the Existing Note and the Existing Deed of Trust, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, and TO SECURE (i) the payment of all principal, interest and other sums due under the Note; and (ii) the payment of all sums due or to become due under this Deed of Trust, the Note or any other Loan Document,

including, without limitation, interest on said obligations, liabilities or sums now due or to become due under this Deed of Trust, the Note or any other Loan Document; and (iii) any further or subsequent advances made by Lender or Trustee pursuant to this Deed of Trust, the Note or any other Loan Document to protect or preserve the Property or the lien or security created hereby, including all advances and costs incurred by Lender or Trustee to perform any obligation of Borrower under the Loan Documents and (iv) all costs of collection in connection with this Deed of Trust and the other Loan Documents (items (i) through (iv), collectively, the “Debt”) and the performance of all other covenants, obligations and liabilities hereunder, Borrower, Trustee and Lender by these present and by the execution and delivery hereof do hereby irrevocably agrees as follows:

I. Any privileges in the Existing Deed of Trust or Existing Note to prepay the Debt, in whole or in part, except as may be provided in this Deed of Trust or the Note, are hereby terminated with the same force and effect as if they had never been granted.

II. The terms, covenants and provisions of the Existing Deed of Trust as herein modified, amended and restated are hereby modified, ratified and confirmed in all respects by Borrower and the terms, covenants and provisions of the Existing Deed of Trust are hereby modified, amended and restated so that henceforth, the terms, covenants and provisions of this Deed of Trust shall supersede the terms, covenants and provisions of the Existing Deed of Trust and the terms, covenants and provisions of the Existing Deed of Trust shal read the same as the following text:

In consideration of the foregoing and other good and valuable consideration, to secure the payment and performance of the Debt, Borrower does hereby irrevocably grant, bargain, sell, alien, demise, convey, assign, transfer, mortgage, grant a security interest in, hypothecate, pledge, set over to Lender and Trustee forever (to the extent legally permitted), with power of sale, all right, title and interest of Borrower in, to and under all of the following property, rights, interests and estates, whether now owned or hereafter acquired (collectively, and any part or portion thereof, the “Property”):

FIRST, all plots, pieces or parcels of real property described in Exhibit A hereto (the “Premises”);

SECOND, all buildings, structures and improvements of every kind or nature now or hereafter located on the Premises (collectively, the “Improvements”);

THIRD, all easements, rights-of-way, strips and gores of land, streets, ways, alleys, passages, sewer rights, water courses, wells, water rights, ditches, reservoirs, air rights and development rights, lateral supports, foundations and drainage, and all estates, rights, interests, reversions, remainders, tenements, hereditaments and appurtenances of any nature whatsoever located on, under, above or pertaining to the Premises and Improvements;

FOURTH, all machinery, equipment, fittings, furniture, furnishings, fixtures (including, but not limited to, all heating, air conditioning, ventilating, waste disposal, sprinkler and fire and theft protection equipment, plumbing, lighting, communications and elevator fixtures), building equipment, materials and supplies, and all warranties and guaranties relating thereto, and all

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other property of every kind and nature whatsoever, now or hereafter located upon, in or used in connection with the Premises or the Improvements or appurtenant thereto (collectively, the “Equipment”);

FIFTH, all leases, tenancies, licenses, subleases, assignments and other agreements affecting the use, enjoyment or occupancy of all or any portion of the Premises or the Improvements now existing or hereafter entered into, and all amendments, renewals and extensions thereto (collectively, the “Leases”), together with all income, rents, issues, profits, revenues and royalties therefrom, whether paid or accruing before or after the filing by or against Borrower of any petition for relief under the Bankruptcy Code (collectively, the “Rents”), and all security deposits, guarantees and other security held by Borrower in connection therewith, and all other credits, rights, options, claims and causes of action of Borrower in connection with any of the foregoing;

SIXTH, all proceeds, awards and payments, including interest thereon, which may hereafter be made with respect to all or any portion of the Property in connection with any Taking, and all proceeds of, and any unearned premiums under, any insurance policies covering all or any portion of the Property, and all refunds or rebates of Taxes, impositions and Other Charges, and any interest thereon;

SEVENTH, all accounts, funds, deposits and reserves relating to the Premises or Improvements or otherwise used or useful in the construction, use, occupancy or operation of the Premises and the Improvements, including without limitation, those Reserves referred to in or governed by Article IV hereof and any Reserves covered by the Reserve Agreement, and all accounts receivable, contract rights, rights, claims, actions, general intangibles, trademarks, trade names, franchises, service marks, building names and logos relating to the Premises or Improvements or otherwise used or useful in the construction, use, occupancy or operation of the Premises and the Improvements;

EIGHTH, all licenses, permits, building permits, certificates, certificates of occupancy, consents, authorizations, approvals, variances and land use entitlements for the construction, use, occupancy and operation of the Improvements and the Premises (collectively, the “Licenses”);

NINTH, all contracts, documents, agreements and arrangements to which Borrower is a party or bound or which relate to the use, operation, ownership or enjoyment of the Property, including without limitation all service contracts, management agreements, zoning agreements, development agreements, utility agreements, parking arrangements, operating contracts, supply and maintenance contracts, equipment or other personal property leases, and all amendments thereto; and all income, revenue, rights of reimbursement and benefits therefrom, and all deposits, security, credits and advance payments in connection with any of the foregoing; and all books and records relating to the Property (collectively, the “Contracts”);

TENTH, all claims with respect to the Property, including without limitation, for loss or damage arising from any defect in or with respect to the design or construction of the Improvements or the Equipment; and the right to appear in and defend any action or proceeding, in the name and on behalf of Borrower, brought with respect to any of the Property; and the right to commence any action or proceeding to protect the interest of Lender in such Property;

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ELEVENTH, all drawings, designs, architectural renderings, models, surveys, reports, studies, tests, plans and specifications for the design, development, construction, repair, improvement, ownership or operation of the Property;

TWELFTH, all oil, gas, minerals, timber and crops in, on, under or pertaining to the Premises and all royalties, revenues, leasehold and other rights and interests of Borrower pertaining thereto, including, without limitation, any surface or subsurface entry rights to the Premises or any other property; and

THIRTEENTH, all renewals, substitutions, improvements, accessions, attachments, additions, replacements and all proceeds to or of each of the foregoing, and all conversions of the security constituted thereby so that, immediately upon such acquisition, construction, assemblage, placement or conversion, as the case may be, and in each such case, the foregoing shall be deemed a part of the Property and shall automatically become subject to the lien of this Deed of Trust as fully and completely and with the same priority and effect as though now owned by Borrower and specifically described herein, without any further mortgage or assignment or conveyance by Borrower.

TO HAVE AND TO HOLD the above described Property unto Trustee, its successors and assigns, in fee simple forever, and to warrant and forever defend the title thereto, subject only to Permitted Encumbrances.

PROVIDED, ALWAYS, that if Borrower shall pay and discharge the Debt in full, then these presents and the estate hereby granted shall cease, terminate and be void.

AND, Borrower, as applicable, covenants with and represents and warrants to Lender and Trustee as follows:

ARTICLE I

REPRESENTATIONS, WARRANTIES

AND COVENANTS OF BORROWER

Section 1.1 Representations, Warranties and Covenants of Borrower. Borrower represents and warrants to, and covenants with Lender as follows (notwithstanding the foregoing, items below which are covenants shall not also be deemed representations or warranties):

(a) Payment of Debt. Borrower shall pay the Debt at the time and in the manner provided in the Note and the other Loan Documents and shall perform all of its obligations in accordance with the provisions set forth herein and in the other Loan Documents.

(b) Authorization. Borrower has duly authorized the execution, delivery and performance of the Loan Documents to which it is a party, and has taken all requisite action and obtained all required approvals and consents for the Loan Documents to be binding upon and enforceable against Borrower. Borrower warrants that the execution, delivery and performance of such Loan Documents will not (i) violate any provision of any organizational document of Borrower or any instrument, contract, covenant, mortgage, indenture or other agreement to which Borrower is a party or bound (including, without limitation, the provisions of the Original Principal

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Collateral Agreement) and (ii) to its knowledge, violate or contravene any law, judgment, order, rule or regulation applicable to Borrower (subject to the limitation that some provisions of the Loan Documents may not be enforceable under the law of the State, but such unenforceability will not deprive the Lender of the practical realization of the principal benefits intended to be conveyed by such Loan Documents).

(c) Enforceability. The Note, this Deed of Trust and the other Loan Documents are (subject to the limitation that some provisions of the Loan Documents may not be enforceable under the law of the State, but such unenforceability will not deprive the Lender of the practical realization of the principal benefits intended to be conveyed by such Loan Documents): (i) legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms and (ii) not subject to any right of rescission, set-off, counterclaim or defense, and no claim of any such right has been asserted with respect thereto.

(d) Title. Borrower has good, marketable and insurable fee simple title to the Premises and Improvements, free and clear of all liens, claims, encumbrances and charges whatsoever except for those expressly set forth as exceptions to title or subordinate matters in the title insurance policy insuring the lien of this Deed of Trust which Lender has agreed to accept and existing Leases (“Permitted Encumbrances”). Borrower has the right, power and authority to mortgage and convey its interest in the Property as contemplated herein. Borrower shall preserve its interest in and title to the Property and shall forever warrant and defend such title, and the validity and priority of the lien of this Deed of Trust, to Lender, from and against the claims of all Persons. The foregoing warranty of title shall survive the foreclosure of this Deed of Trust or any deed given in lieu thereof.

(e) Use of the Property. Borrower shall cause the Property to remain in compliance with all Licenses and Legal Requirements. Borrower shall not allow any change in the type of use of the Property to occur except (i) as permitted in the Leases and (ii) the Property may be used for any office use. Borrower shall not permit the Property to be used by the public in such manner as might impair Borrower’s title to the Property or give rise to a claim of adverse usage or possession or of implied dedication. Borrower shall not file or subject the Premises or Improvements to any subdivision, declaration of condominium, cooperative or other multiple ownership regime.

(f) Legal Requirements. Borrower is in compliance in all material respects with all Legal Requirements. To the Borrower’s knowledge, there is no evidence of any illegal activities at the Property. Borrower shall comply with all present and future Legal Requirements in all material respects.

(g) Licenses. Borrower possesses all Licenses, franchises, patents, copyrights, trademarks and trade names necessary (i) for the use, occupancy, maintenance and operation of the Property and (ii) to conduct its business substantially as now conducted. All such items are currently in full force and effect, and Borrower shall do all things necessary to comply with and keep such items in full force and effect.

(h) Leases and Contracts. Borrower has delivered to Lender true, correct and complete copies of all Contracts and Leases, and as of the date of this Deed of Trust, is in

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compliance with all of the material terms thereof. Borrower is not a party to any Contract or Lease or subject to any restriction which may have a material adverse affect on Borrower or the Property. To Borrower’s knowledge, no default exists beyond any cure period, by Borrower or, to the best of Borrower’s knowledge, by any other party under any Contract or Lease, which would, in the aggregate, have a material adverse effect on Borrower or the Property. Borrower shall comply in a timely fashion with all of its material covenants and obligations and satisfaction of all conditions under all Leases and Contracts to which it is a party or bound.

(i) Solvency; No Bankruptcy Filing. Any borrowings made by Borrower under the Loan do not and will not render Borrower insolvent. No bankruptcy, reorganization or insolvency proceedings are pending against Borrower or, if Borrower is a partnership or limited liability company, against any general partner or managing member or sole member of Borrower, or against any guarantor or indemnitor of any obligations under the Loan. Borrower is not contemplating either filing a petition under any state or federal bankruptcy or insolvency laws or liquidating a major portion of its assets. Borrower has no knowledge of any party contemplating the filing of any such petition against it or against any general partner or member, if applicable, or any guarantor or indemnitor. None of the transactions contemplated hereby will be or have been made with an intent to hinder, delay or defraud any present or future creditors of Borrower and Borrower has received reasonably equivalent value in exchange for its obligations under the Loan Documents. Borrower’s assets do not, and immediately upon consummation of the transaction contemplated in the Loan Documents will not, constitute unreasonably small capital to carry out its business as presently conducted or as proposed to be conducted.

(j) Disclosure. No statement of fact made by or at the direction of Borrower to Lender in connection with the Loan or in any certificate, rent roll, document, affidavit, data, financial or operating statement or schedule furnished to Lender in connection with the Loan, (i) contains any untrue statement of a material fact or (ii) omits to state any material fact necessary to make statements contained therein or herein true or not misleading as of the date given, and there has been no material adverse change in the information set forth therein. There is no fact presently known to Borrower which has not been disclosed to Lender which has or could have a material adverse effect on either Borrower or the Property.

(k) Financial Information. All financial data that has been delivered by or at the direction of Borrower to Lender (i) is true, correct and complete in all material respects and (ii) accurately represents the financial condition of the Person covered thereby as of the date stated therein. As of the effectiveness of this Deed of Trust, neither Borrower nor, if Borrower is a partnership or limited liability company, any general partner or managing member of Borrower, has any material contingent liability, liability for taxes or other unusual or forward commitment not reflected in the financial statements delivered to Lender. Since the date of the last financial statements delivered by Borrower to Lender, there has been no material adverse change in the financial condition of the Property or Borrower.

(l) No Advance Payments. Borrower has not received any rent, payment, deposit or other amount of any nature for any existing or prospective occupant or tenant at the Premises more than one (1) month in advance of its due date.

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(m) Other Security Interests. There are no security agreements or financing statements affecting the Property other than (i) as approved in writing by Lender prior to the date hereof and (ii) those created in favor of Lender or Trustee.

(n) Federal Reserve Regulations. No part of the proceeds of the Loan will be used for the purpose of purchasing or acquiring any “margin stock” within the meaning of Regulations T, U or X of the Board of Governors of the Federal Reserve System or for any other purpose which would be inconsistent with such Regulations T, U or X or any other Regulations of such Board of Governors, or for any purposes prohibited by Legal Requirements or by the terms and conditions of the Loan Documents.

(o) Utilities. The Property has all necessary and sufficient utility services for the full use, occupancy, disposition and enjoyment of the Property for its current purpose, including water, storm sewer, sanitary sewer, electric, telephone and cable facilities, located in the public rights-of-way or within perpetual easements.

(p) Public Access. The Property has adequate access to completed, dedicated all-weather streets, roads, highways, driveways, curb cuts and bridges necessary for the utilization of the Property for its current purpose, without further condition or cost to Borrower.

(q) Separate Lots. The Premises is made up of one or more parcels, each of which constitutes a separate tax lot and none of which constitutes a portion of any other tax lot. Borrower shall not consent to or initiate the joint assessment of the Premises and the Improvements (i) with any other real property constituting a separate tax lot or (ii) with any of the Property which may be deemed to constitute personal property.

(r) Litigation. There is no judicial or administrative action, suit or proceeding pending or, to the best of Borrower’s knowledge, threatened against or affecting Borrower or against the Property which, if adversely determined, would have a material adverse effect on either the Property or the ability of Borrower to perform its covenants and obligations under the Loan Documents.

(s) Casualty Damage. As of the date of this Deed of Trust, the Property is free from unrepaired damage caused by fire, flood or other casualty.

(t) Taking. As of the date of this Deed of Trust, no proceeding for a Taking has been commenced or, to the best of Borrower’s knowledge, threatened or contemplated.

(u) No Delinquent Taxes. The Property and Borrower are free from delinquent Taxes and Other Charges. Except for those proposed in connection with the extension of the subway system through the vicinity of the Property, there are no pending, or to Borrower’s knowledge, proposed special or other assessments for public improvements or otherwise affecting the Property, nor are there any contemplated improvements to the Property that may result in such special or other assessments.

(v) Tax Filings. Borrower and, if Borrower is a partnership or limited liability company, each of the general partners or members of Borrower, have filed all federal, state and local tax returns required to be filed and have paid or made adequate provision for the payment of

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all federal, state and local taxes, charges and assessments, including sales and payroll taxes. The income tax returns filed by Borrower and, if Borrower is a partnership or limited liability company, each of the general partners and members of Borrower, accurately and correctly reflect the income and taxes of Borrower and such general partners or members for the periods covered thereby, subject only to reasonable adjustments required by the Internal Revenue Service or other applicable tax authority upon audit, which will have no material adverse effect on the financial condition of Borrower, such general partners or members, or Borrower’s ability to perform the covenants and obligations required to be performed under the Loan Documents.

(w) Property Condition. Except as disclosed in writing to Lender on or before the date hereof, to Borrower’s knowledge, the Improvements are structurally sound and in good repair, and to Borrower’s knowledge free of defects in materials and workmanship and have been constructed and installed in substantial compliance with all Legal Requirements. All major building systems located within the Improvements including, without limitation, heating, ventilation and air conditioning systems and electrical and plumbing systems, are in good working order and condition.

(x) Equipment. There are no fixtures, machinery, apparatus, tools, equipment or articles of personal property attached or appurtenant to, or located on, or used in connection with the management, operation or maintenance of the Property, except for the Equipment and equipment leased by Borrower for the management, operation or maintenance of the Property in accordance with the Loan Documents. All of the Equipment is free and clear of all Liens, except for the lien of this Deed of Trust and the Permitted Encumbrances.

(y) Not Foreign Person. Borrower is not a “foreign person” within the meaning of §1445(f)(3) of the Internal Revenue Code of 1986 as amended and the related Treasury Department regulations, including temporary regulations.

(z) ERISA. Borrower has made and shall continue to make all required contributions to all employee benefit plans, if any, and Borrower has no knowledge of any material liability which has been incurred by Borrower which remains unsatisfied for any taxes or penalties with respect to any employee benefit plan or any multi-employer plan, and each such plan has been administered in compliance with its terms and the applicable provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and any other federal or state law.

(aa) Flood Zone. The Property is not located in a flood hazard area as defined by the Federal Insurance Administration.

(bb) No Purchase Options. No tenant or other Person has an option to purchase the Property, any portion thereof or any interest therein.

(cc) Boundary Lines. Except as disclosed in the Survey (as defined below), all of the Improvements which were included in determining the appraised value of the Property lie wholly within the boundaries and building restriction lines of the Property, and no improvements on adjoining properties encroach upon the Property, and no easements or other encumbrances upon the Premises encroach upon any of the Improvements, so as to affect the value or marketability of the Property.

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(dd) Survey. The survey of the Property delivered to Lender in connection with this Deed of Trust (the “Survey”) has been performed by a duly licensed surveyor or registered professional engineer in the jurisdiction in which the Property is situated, and, to Borrower’s knowledge, does not fail to reflect any material matter affecting the Property or the title thereto.

(ee) Forfeiture. There has not been and shall never be committed by Borrower or any of its Affiliates, agents or employees any act or omission affording the federal government or any state or local government the right of forfeiture as against the Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents.

(ff) Compliance with Anti-Terrorism, Embargo and Anti-Money Laundering Laws. (i) None of Borrower, any Indemnitor, or any Person who owns any equity interest in or Controls Borrower currently is identified on the OFAC List or otherwise qualifies as a Prohibited Person, and Borrower has implemented procedures to ensure that no Person who now or hereafter owns an equity interest in Borrower is a Prohibited Person or Controlled by a Prohibited Person, and (ii) none of Borrower or any Indemnitor are in violation of any Legal Requirements relating to anti-money laundering or anti-terrorism, including, without limitation, Legal Requirements related to transacting business with Prohibited Persons or the requirements of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, U.S. Public Law 107-56, and the related regulations issued thereunder, including temporary regulations, all as amended from time to time. No tenant at the Property currently is identified on the OFAC List or otherwise qualifies as a Prohibited Person, and, to the best of Borrower’s knowledge, no tenant at the Property is owned or Controlled by a Prohibited Person. Borrower has implemented procedures to ensure that no tenant at the Property is a Prohibited Person or owned or Controlled by a Prohibited Person.

(gg) Transaction Brokerage Fees. Borrower has not dealt with any financial advisors, brokers, underwriters, placement agents, agents or finders who might have a claim for a brokerage or similar fee in connection with the transactions contemplated by this Deed of Trust except for L.J. Melody & Company and employees of Lender and its Affiliates. All brokerage fees, commissions and other broker-type expenses payable in connection with the transactions contemplated by the Loan Documents have been paid in full by Borrower contemporaneously with the execution of the Loan Documents and the funding of the Loan. Borrower hereby agrees to indemnify and hold Lender harmless for, from and against any and all claims, liabilities, costs and expenses of any kind (including, without limitation, reasonable attorneys’ fees and disbursements) in any way relating to or arising from (i) a claim by any Person that such Person acted on behalf of Borrower in connection with the transactions contemplated herein or (ii) any breach of the foregoing representation. The provisions of this subsection (ii) shall survive the repayment of the Debt.

(hh) Borrower’s Legal Status. Borrower’s exact legal name that is indicated on the signature page hereto, organizational identification number and place of business or, if more than one, its chief executive office, as well as Borrower’s mailing address, if different, which were identified by Borrower to Lender and contained in this Deed of Trust, are true, accurate and complete. Borrower (a) will not change its name, its place of business or, if more than one place of business, its chief executive office, or its mailing address or organizational identification number if it has one without giving Lender at least fifteen (15) days prior written notice of such change, (b) if

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Borrower does not have an organizational identification number and later obtains one, shall promptly notify Lender of such organizational identification number and (c) will not change its type of organization, jurisdiction of organization or other legal structure.

(ii) Investment Company Act Status; Etc. Borrower is not (i) an “investment company,” or a company “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended, (ii) a “holding company” or a “subsidiary company” of a “holding company” or an “affiliate” of either a “holding company” or a “subsidiary company” within the meaning of the Public Utility Holding Company Act of 1935, as amended, or (iii) subject to any other federal or state law or regulation which purports to restrict or regulate its ability to borrow money.

(jj) Insolvency Opinion Assumptions. All of the assumptions made in the Insolvency Opinion (as defined in Article XII below), including, but not limited to, any exhibits attached thereto, are true and correct.

(kk) Loan Purpose. Borrower represents and warrants that the Loan is being made solely for the purpose of carrying on a business, profession or commercial activity, within the meaning of Section 28-3301(d)(1)(B) of the Washington, D.C. Code. Borrower further represents and warrants that all proceeds of the Loan shall be used for the business purposes of Borrower.

With respect to the representations set forth in items (j), (k), (l), (z) and (gg), the term “Borrower” shall also include any predecessor-in-interest to Borrower who applied for the Loan secured hereby, if applicable.

Section 1.2 Liens. Borrower shall, at its expense, maintain this Deed of Trust as a first priority lien on the Property and, except as expressly permitted by the Loan Documents, shall keep the Property free and clear of all Liens of any kind and nature other than the Permitted Encumbrances. If Borrower fails to comply with the requirements of this provision, Lender or Trustee may, but shall not be obligated to, pay any such Lien, and Borrower shall reimburse Lender or Trustee, as the case may be, on demand for all sums so expended, together with interest thereon at the Default Rate from the date advanced to the date repaid, all of which shall be deemed part of the Debt. Borrower shall, within forty-five (45) days following its receipt of information or notice of the filing of any materialman’s, mechanic’s or similar lien, discharge such lien of record, by payment, bonding or otherwise and, promptly upon request by Lender, deliver to Lender evidence reasonably satisfactory to Lender of the discharge thereof. Nothing contained herein shall be deemed a consent or request of Lender, express or implied, by inference or otherwise, to the performance of any alteration, repair or other work by any contractor, subcontractor or laborer or the furnishing of any materials by any materialmen in connection therewith.

Section 1.3 Further Acts, etc. At its sole cost and expense, Borrower shall execute, acknowledge and deliver all such further acts, deeds, conveyances, mortgages, assignments, financing statements, transfers and assurances as Lender or Trustee shall, from time to time, reasonably require to confirm and fully protect the lien and priority of this Deed of Trust, or to file, register or record this Deed of Trust. On demand, Borrower shall execute and deliver and hereby authorizes Lender and Trustee to execute in the name of Borrower or without the

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signature of Borrower, to the extent Lender or Trustee may lawfully do so, one or more financing statements, chattel mortgages or comparable security instruments, to evidence more effectively the lien hereof upon the Property. Borrower grants to Lender and Trustee an irrevocable power of attorney coupled with an interest for the purpose of (i) protecting, perfecting, preserving and realizing upon the interests in the Property granted to Lender pursuant to this Deed of Trust and to effect the intent of such grants, and (ii) correcting any mistakes, filling in blanks and otherwise completing and perfecting the Loan Documents (provided such changes do not impose any additional liability or obligation upon Borrower).

Section 1.4 Recording of Deed of Trust, etc. Upon execution and delivery of this Deed of Trust and thereafter, from time to time, Borrower shall cause this Deed of Trust and any other Loan Document reasonably specified by Lender or Trustee, and any document of further assurance, to be filed, registered or recorded in such manner and in such places as may be required by any Legal Requirement in order to publish notice of and fully protect Trustee’s and Lender’s interest in and lien or security interest upon the Property. Borrower shall pay all current and future filing, registration or recording fees which may now or hereafter may arise in connection with this Deed of Trust (including, without limitation, any penalties, fines or charges for any late payment), and all reasonable out-of-pocket expenses incidental to the preparation, execution and acknowledgment and subsequent release or reconveyance of this Deed of Trust, any deed of trust supplemental hereto, any instrument of further assurance, and any other Loan Document with respect to the Property and all federal, state, county and municipal, taxes, duties, imposts, documentary stamps, assessments, intangibles taxes and other charges (including, without limitation, any penalties, fines or charges for any late payment) arising out of or in connection with the execution, delivery, filing or recordation of this Deed of Trust, the Note or any other Loan Document.

Section 1.5 Changes in Taxation Laws. In the event of the passage after the date of this Deed of Trust of any Legal Requirement deducting from the value of the Property for the purpose of taxation, amounts in respect of any Lien thereon or changing in any way the Legal Requirements now in force for the taxation of this Deed of Trust and/or the Debt for federal, state or local purposes, or the manner of the collection of any such taxes so as to adversely affect the interest of Lender, or which impose any tax or other charge on any Loan Document, other than changes in the general income taxes applicable to all businesses, then Borrower will pay such tax, with interest and penalties thereon, if any, within the statutory period. In the event Lender receives an opinion of counsel chosen by it (the cost of which shall be paid by Borrower upon demand) to the effect that the payment of such tax, interest and/or penalties by Borrower would (i) be unlawful, (ii) be taxable to Lender, (iii) be unenforceable, (iv) provide the basis for a defense of usury, or (v) entitle Borrower to any credit against the Debt, then in any such event, Lender shall have the option, by giving Borrower at least ninety (90) days’ prior written notice, to declare the Debt immediately due and payable, without any Prepayment Charge.

Section 1.6 Indemnification. (a) In addition and without limitation to any other provision of this Deed of Trust, Borrower shall protect, indemnify and save harmless Lender and Trustee, and their agents, employees, officers and directors, from and against all out-of-pocket Costs, and all claims, actions, suits, proceedings or demands imposed upon or incurred by or asserted against Lender or Trustee, or any of their agents, employees, officers or directors, by reason of (i) ownership of this Deed of Trust (above and beyond the ordinary and customary

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costs of owning, administering and/or servicing a Loan that is not in default), the Property or any interest therein, or receipt of any Rents; (ii) any accident, injury to or death of any person or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, parking areas, streets or ways; (iii) any use, nonuse or condition in, on or about, or possession of, the Property or on the adjoining sidewalks, curbs, par