Exhibit 10.56
PROMISSORY NOTE
MERS MIN: 8000101-0000001029-7$114,200,000.00 March 22, 2005
      FOR VALUE RECEIVED BURNETT PLAZA ASSOCIATES, L.P., a Delaware limited partnership, with aprincipal place of business at 3890 West Northwest Highway, Suite 400, Dallas, Texas 75220(“Borrower”), hereby unconditionally promises to pay to the order of BANK OF AMERICA, N.A.,a national banking association, as lender, having an address at Hearst Tower, 214 North TryonStreet, Charlotte, North Carolina 28255 (“Lender”), or at such other place as the holderhereof may from time to time designate in writing, the principal sum of One Hundred FourteenMillion Two Hundred Thousand and No/100 Dollars ($114,200,000.00), in lawful money of the UnitedStates of America with interest thereon to be computed from the date of this Note at the rate setforth in Article 2 of the Loan Agreement, and to be paid in accordance with the terms of this Noteand that certain Loan Agreement dated the date hereof between Borrower, Lender and the BorrowerPrincipals that are signatories thereto (together with all extensions, renewals, modifications,substitutions and amendments thereof, the “Loan Agreement”). All capitalized terms notdefined herein shall have the respective meanings set forth in the Loan Agreement.
**ARTICLE 1**
**PAYMENT TERMS**
      Borrower agrees to pay the principal sum of this Note and interest on the unpaid principal sumof this Note from time to time outstanding at the rate and at the times specified in Article 2 ofthe Loan Agreement and the outstanding balance of the principal sum of this Note and all accruedand unpaid interest thereon shall be due and payable on the Maturity Date.
**ARTICLE 2**
**DEFAULT AND ACCELERATION**
      Except as otherwise provided in the Loan Agreement, the Debt shall without notice becomeimmediately due and payable at the option of Lender if any portion of the Debt is not paid on orprior to the date the same is due or if the entire Debt is not paid on or before the Maturity Date.
 

 

**ARTICLE 3**
**LOAN DOCUMENTS**
      This Note is secured by the Mortgage and the other Loan Documents. All of the terms,covenants and conditions contained in the Loan Agreement, the Mortgage and the other Loan Documentsare hereby made part of this Note to the same extent and with the same force as if they were fullyset forth herein. In the event of a conflict or inconsistency between the terms of this Note andthe Loan Agreement, the terms and provisions of the Loan Agreement shall govern.
**ARTICLE 4**
**SAVINGS CLAUSE**
      Notwithstanding anything to the contrary, (a) all agreements and communications betweenBorrower and Lender are hereby and shall automatically be limited so that, after taking intoaccount all amounts deemed interest, the interest contracted for, charged or received by Lendershall never exceed the maximum lawful rate or amount, (b) in calculating whether any interestexceeds the lawful maximum, all such interest shall be amortized, prorated, allocated and spreadover the full amount and term of all principal indebtedness of Borrower to Lender, and (c) ifthrough any contingency or event, Lender receives or is deemed to receive interest in excess of thelawful maximum, any such excess shall be deemed to have been applied toward payment of theprincipal of any and all then outstanding indebtedness of Borrower to Lender, or if there is nosuch indebtedness, shall immediately be returned to Borrower.
**ARTICLE 5**
**NO ORAL CHANGE**
      This Note may not be modified, amended, waived, extended, changed, discharged or terminatedorally or by any act or failure to act on the part of Borrower or Lender, but only by an agreementin writing signed by the party against whom enforcement of any modification, amendment, waiver,extension, change, discharge or termination is sought.
**ARTICLE 6**
**WAIVERS**
      Borrower and all others who may become liable for the payment of all or any part of the Debtdo hereby severally waive presentment and demand for payment, notice of dishonor, notice ofintention to accelerate, notice of acceleration, protest and notice of protest and non-payment andall other notices of any kind except as provided in the Loan Agreement. No release of any securityfor the Debt or extension of time for payment of this Note or any installment hereof, and noalteration, amendment or waiver of any provision of this Note, the Loan Agreement or the other LoanDocuments made by agreement between Lender or any other Person shall release, modify, amend, waive,extend, change, discharge, terminate or affect the
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liability of Borrower, and any other Person who may become liable for the payment of all orany part of the Debt, under this Note, the Loan Agreement or the other Loan Documents. No noticeto or demand on Borrower shall be deemed to be a waiver of the obligation of Borrower or of theright of Lender to take further action without further notice or demand as provided for in thisNote, the Loan Agreement or the other Loan Documents. If Borrower is a limited liability company,the agreements herein contained shall remain in force and be applicable, notwithstanding anychanges in the individuals comprising the limited liability company, and the term “Borrower,” asused herein, shall include any alternate or successor limited liability company, but anypredecessor limited liability company and its members shall not thereby be released from anyliability. If Borrower is a partnership, the agreements herein contained shall remain in force andbe applicable, notwithstanding any changes in the individuals comprising the partnership, and theterm “Borrower,” as used herein, shall include any alternate or successor partnership, but anypredecessor partnership and their partners shall not thereby be released from any liability. IfBorrower is a corporation, the agreements contained herein shall remain in full force and beapplicable notwithstanding any changes in the shareholders comprising, or the officers anddirectors relating to, the corporation, and the term “Borrower” as used herein, shall include anyalternative or successor corporation, but any predecessor corporation shall not be relieved ofliability hereunder. (Nothing in the foregoing sentence shall be construed as a consent to, or awaiver of, any prohibition or restriction on transfers of interests in such borrowing entity whichmay be set forth in the Loan Agreement, the Mortgage or any other Loan Documents.)
**ARTICLE 7**
**TRANSFER**
      Upon the transfer of this Note, Borrower hereby waiving notice of any such transfer other thanin connection with the Securitization, Lender may deliver all the collateral mortgaged, granted,pledged or assigned pursuant to the Loan Documents, or any part thereof, to the transferee whoshall thereupon become vested with all the rights herein or under applicable law given to Lenderwith respect thereto, and Lender shall thereafter forever be relieved and fully discharged from anyliability or responsibility in the matter arising from events thereafter occurring; but Lendershall retain all rights hereby given to it with respect to any liabilities and the collateral notso transferred.
**ARTICLE 8**
**EXCULPATION**
      The provisions of Article 15 of the Loan Agreement are hereby incorporated by reference intothis Note to the same extent and with the same force as if fully set forth herein.
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**ARTICLE 9**
**GOVERNING LAW**
      **(A) THE PARTIES AGREE THE STATE OF NEW YORK HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES ANDTO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITYOF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS NOTE AND THE OBLIGATIONSARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OFNEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OFCONFLICT LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. TO THE FULLEST EXTENTPERMITTED BY LAW, LENDER AND BORROWER EACH HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIMTO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS NOTE AND THIS NOTE SHALL BE GOVERNEDBY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.**
**ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR BORROWER ARISING OUT OF OR RELATING TO THISNOTE MAY AT LENDER’S OR BORROWER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE STATEOF NEW YORK, AND LENDER AND BORROWER EACH WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVEBASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING.**
**ARTICLE 10**
**NOTICES**
      All notices or other written communications hereunder shall be delivered in accordance withSection 16.1 of the Loan Agreement.
**[SIGNATURE PAGE IMMEDIATELY FOLLOWS]**
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      IN WITNESS WHEREOF, Borrower has duly executed this Note as of the day and year first abovewritten.           **BORROWER:**           BURNETT PLAZA ASSOCIATES, L.P., a Delaware limited partnership           By: Burnett Plaza Associates GP, LLC, a Delaware limited