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                                                                   Exhibit 10.10


                       AMENDED AND RESTATED MEZZANINE NOTE

New York, New York                                                   $14,500,000

         AMENDED AND RESTATED MEZZANINE NOTE, dated as of September 30, 2002
(this NOTE), by BRE/PARK PLACE JUNIOR MEZZANINE L.L.C., a Delaware limited
liability company (BORROWER), having an address at c/o Blackstone Real Estate
Acquisitions III L.L.C., 345 Park Avenue, New York, New York 10154, in favor of
GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation (together with its
successors and assigns, LENDER), having an office at 31 West 52nd Street, 17th
Floor, New York, New York 10019.

                                    RECITALS

         WHEREAS, Borrower, pursuant to the terms of that certain Assumption and
Release Agreement, dated as of the date hereof, by and among BRE/Park Place
Mezzanine L.L.C., a Delaware limited liability company, Borrower and Lender, is
the present obligor of that certain mezzanine note described on Exhibit A
attached hereto and made a part hereof (the EXISTING MEZZANINE NOTE), which
Existing Mezzanine Note evidences an indebtedness of Borrower to Lender in the
outstanding principal amount of $14,500,000;

         WHEREAS, Borrower and Lender have agreed in the manner hereinafter set
forth to amend, modify and restate in its entirety the terms and provisions of
the Existing Mezzanine Note on the terms and conditions hereinafter set forth;
and

         WHEREAS, Borrower intends these Recitals to be a material part of this
Note.

         NOW THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

                  I.       The Existing Mezzanine Note is hereby modified,
amended and restated in its entirety so that henceforth the terms, covenants,
conditions and provisions of the Existing Mezzanine Note shall read and be as
set forth in this Note and Borrower agrees to comply with and be subject to all
of the terms, covenants and conditions of this Note.

                  II.      The parties hereto certify that this Note evidences
the same indebtedness evidenced by the Existing Mezzanine Note and evidences no
further or other indebtedness or obligation. Neither this Note nor anything
contained herein shall be construed as a novation of Borrower's indebtedness to
Lender or of the Existing Mezzanine Note, which shall remain in full force and
effect as hereby confirmed, modified, restated and superseded.

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                  III.     Borrower hereby acknowledges that $14,500,000 is due
and owing under the Existing Mezzanine Note.

                  IV.      This Note evidences the same indebtedness evidenced
by the Existing Mezzanine Note and supercedes in all respects the Existing
Mezzanine Note.

                  V.       The Existing Mezzanine Note, as modified and restated
in its entirety pursuant to this Note, and the obligations of Borrower
thereunder, are hereby ratified and confirmed, and shall remain in full force
and effect until the full performance and satisfaction of all obligations of
Borrower hereunder.

         NOW, THEREFORE, FOR VALUE RECEIVED, Borrower promises to pay to the
order of Lender the Principal Amount (as defined below), together with interest
from the date hereof and other fees, expenses and charges as provided in this
Note.

1.       DEFINED TERMS.

         1.       Capitalized terms used but not otherwise defined herein shall
have the respective meanings given thereto in the Loan Agreement, unless
otherwise expressly provided herein. All references to sections shall be deemed
to be references to sections of this Note, unless otherwise indicated.

         2.       The following terms shall have the meaning ascribed thereto:

         BORROWER shall have the meaning provided in the first paragraph hereof.

         DEFAULT RATE shall mean, with respect to an acceleration of the Loan, a
         rate per annum equal to the lesser of (a) the Maximum Legal Rate and
         (b) four percent (4%) above the LIBOR Rate, adjusted from time to time
         as set forth herein.

         EXTENSION FEE shall mean a non-refundable fee equal to 0.125% of the
         outstanding Principal Amount and payable in connection with Borrower's
         exercise of each of the Second Extension Option and the Third Extension
         Option on or before the date immediately preceding the commencement
         date of each such extended term.

         EXTENSION NOTICE shall have the meaning set forth in Section 5(a).

         EXTENSION OPTION shall mean the First Extension Option, the Second
         Extension Option, or the Third Extension Option, as applicable.

         FIRST EXTENDED MATURITY DATE shall have the meaning set forth in
         Section 5(a).

         FIRST EXTENSION OPTION shall have the meaning set forth in Section
         5(a).

         INITIAL MATURITY DATE shall mean November 9, 2004.

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         INTEREST DETERMINATION DATE shall mean, with respect to each Interest
         Period, the date which is two (2) Business Days prior to the fifteenth
         (15th) day of each calendar month.

         INTEREST PERIOD shall mean each interest period commencing on the
         fifteenth (15th) calendar day of a calendar month and ending on (and
         including) the fourteenth (14th) calendar day of the following calendar
         month; provided that the first interest period shall commence on the
         date hereof.

         LENDER shall have the meaning provided in the first paragraph hereof.

         LIBOR shall mean, with respect to any Interest Determination Date, the
         rate (expressed as a percentage per annum rounded upwards, if
         necessary, to the nearest one sixteenth (1/16) of one percent (1%)) for
         deposits in U.S. Dollars for a one (1) month period that appears on
         Telerate Page 3750 (as defined below) as of 11:00 a.m., London time, on
         such Interest Determination Date. If such rate does not appear on
         Telerate Page 3750 as of 11:00 a.m., London time, on the applicable
         Interest Determination Date, the Lender shall request the principal
         London office of any four (4) prime banks in the London interbank
         market selected by the Lender to provide such banks' quotations of the
         rates at which deposits in U.S. Dollars are offered by such banks at
         approximately 11:00 a.m., London time, to prime banks in the London
         interbank market for a one (1) month period commencing on the first day
         of the related Interest Period and in a principal amount that is
         representative for a single transaction in the relevant market at the
         relevant time. If at least two (2) such offered quotations are so
         provided, LIBOR will be the arithmetic mean of such quotations
         (expressed as a percentage and rounded upwards, if necessary, to the
         nearest one sixteenth (1/16) of one percent (1%)). If fewer than two
         (2) such quotations are so provided, the Lender will request major
         banks in New York City selected by the Lender to quote such banks'
         rates for loans in U.S. Dollars to leading European banks as of
         approximately 11:00 a.m., New York City time, on the applicable
         Interest Determination Date for a one (1) month period commencing on
         the first day of the related Interest Period and in an amount that is
         representative for a single transaction in the relevant market at the
         relevant time. If at least two (2) such rates are so provided, LIBOR
         will be the arithmetic mean of such rates (expressed as a percentage
         and rounded upwards, if necessary, to the nearest one sixteenth (1/16)
         of one percent (1%)). If fewer than two (2) rates are so provided, then
         LIBOR will be LIBOR used to determine the LIBOR Rate during the
         immediately preceding Interest Period.

         LIBOR MARGIN shall mean 650 basis points (6.50%) per annum.

         LIBOR RATE shall mean, with respect to each Interest Period, an
         interest rate per annum equal to the sum of (A) LIBOR, determined as of
         the Interest Determination Date immediately preceding the commencement
         of such Interest Period, plus (B) the LIBOR Margin.

         LIQUIDATED DAMAGES AMOUNT shall have the meaning set forth in Section
         4(d).

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         LOAN AGREEMENT shall mean the Junior Tier Mezzanine Loan and Security
         Agreement, dated the date hereof, between Borrower and Lender.

         LOCKOUT PERIOD shall mean the period from the date hereof through but
         excluding the Lockout Release Date during which time no prepayment of
         the Loan shall be permitted.

         LOCKOUT RELEASE DATE shall mean October 10, 2004.

         MATURITY DATE shall mean the Initial Maturity Date, provided that (a)
         in the event of the exercise by Borrower of the First Extension Option
         pursuant to Section 5(a) of this Note, the Maturity Date shall be the
         First Extended Maturity Date, (b) in the event of the exercise by
         Borrower of the Second Extension Option pursuant to Section 5(a) of
         this Note, the Maturity Date shall be the Second Extended Maturity
         Date, and (c) in the event of the exercise by Borrower of the Third
         Extension Option pursuant to Section 5(a) of this Note, the Maturity
         Date shall be the Third Extended Maturity Date, or such earlier date on
         which the final payment of principal of this Note becomes due and
         payable as provided in the Loan Agreement or this Note, whether at such
         stated maturity date, by declaration of acceleration, or otherwise.

         MATURITY DATE PAYMENT shall have the meaning set forth in Section 3(d).

         NOTE shall have the meaning provided in the first paragraph hereof.

         PAYMENT DATE shall be the ninth (9th) calendar day of each calendar
         month and if such day is not a Business Day, then the Business Day
         immediately preceding such day, commencing on November 9, 2002 and
         continuing to and including the Maturity Date.

         PRINCIPAL AMOUNT shall mean $14,500,000 or so much as may be
         outstanding under this Note.

         SECOND EXTENDED MATURITY DATE shall have the meaning set forth in
         Section 5(a).

         SECOND EXTENSION OPTION shall have the meaning set forth in Section
         5(a).

         TELERATE PAGE 3750 shall mean the display designated as "Page 3750" on
         the Dow Jones Telerate Service (or such other page as may replace Page
         3750 on that service) or such other service as may be nominated by the
         British Bankers' Association as the information vendor for the purpose
         of displaying British Bankers' Association Interest Settlement Rates
         for U.S. Dollar deposits.

         THIRD EXTENDED MATURITY DATE shall have the meaning set forth in
         Section 5(a).

         THIRD EXTENSION OPTION shall have the meaning set forth in Section
         5(a).

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2.       INTEREST.

         a.       Prior to the Maturity Date, interest shall accrue on the
                  Principal Amount as follows:

                  i.       from and including the date hereof to, but not
                           including, the first (1st) day of the second (2nd)
                           Interest Period (i.e., the 15th day of the first
                           calendar month immediately after the date hereof), at
                           a rate per annum equal to 8.32%; and

                  ii.      from and including the first (1st) full day of the
                           second (2nd) Interest Period immediately following
                           the date of this Note, during the term of this Note
                           and thereafter during each Interest Period, at the
                           LIBOR Rate.

         b.       From and after the Maturity Date and from and after the
                  occurrence (but only during the continuance) of an Event of
                  Default, interest shall accrue on the Principal Amount at the
                  Default Rate.

         c.       Except as expressly set forth in the Loan Documents (Junior
                  Tier Mezzanine) to the contrary, interest shall accrue on all
                  amounts advanced by Lender pursuant to the Loan Documents
                  (Junior Tier Mezzanine) at the Default Rate.

         d.       Interest, for any given Interest Period, shall be computed on
                  the Principal Amount on the basis of a fraction, the
                  denominator of which shall be 360 and the numerator of which
                  shall be the actual number of days in the relevant Interest
                  Period.

         e.       The provisions of this Section 2 are subject in all events to
                  the provisions of Section 2.2.4 of the Loan Agreement.

3.       PAYMENTS.

         a.       On each Payment Date, Borrower shall pay to Lender interest
                  accruing hereunder during the entire Interest Period in which
                  said Payment Date occurs.

         b.       All payments made by Borrower hereunder or under any of the
                  Loan Documents (Junior Tier Mezzanine) shall be made on or
                  before 2:00 p.m. New York City time. Any payments received
                  after such time shall be credited to the next following
                  Business Day.

         c.       All amounts advanced by Lender pursuant to the Loan Documents
                  (Junior Tier Mezzanine), other than the Principal Amount, or
                  other charges provided in the Loan Documents (Junior Tier
                  Mezzanine), shall be due and payable as provided in the Loan
                  Documents (Junior Tier Mezzanine). In the event any such
                  advance or charge is not so repaid by Borrower, Lender may, at
                  its option, first apply any payments received under this Note
                  to repay such advances, together with any

                                       5

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                  interest thereon, or other charges as provided in the Loan
                  Documents (Junior Tier Mezzanine), and the balance, if any,
                  shall be applied in payment of any installment of interest or
                  principal then due and payable.

         d.       The entire Principal Amount of this Note, all unpaid accrued
                  interest, all interest that would accrue on the Principal
                  Amount through the end of the Interest Period during which the
                  Maturity Date occurs (even if such period extends beyond the
                  Maturity Date) and all other fees and sums then payable
                  hereunder or under the Loan Documents (Junior Tier Mezzanine)
                  (collectively, the MATURITY DATE PAYMENT) shall be due and
                  payable in full on the Maturity Date.

         e.       Amounts due on this Note shall be payable, without any
                  counterclaim, setoff or deduction whatsoever, at the office of
                  Lender or its agent or designee at the address set forth on
                  the first page of this Note or at such other place as Lender
                  or its agent or designee may from time to time designate in
                  writing.

         f.       All amounts due under this Note, including, without
                  limitation, interest and the Principal Amount, shall be due
                  and payable in lawful money of the United States.

         g.       To the extent that Borrower makes a payment or Lender receives
                  any payment or proceeds for Borrower's benefit, which are
                  subsequently invalidated, declared to be fraudulent or
                  preferential, set aside or required to be repaid to a trustee,
                  debtor in possession, receiver, custodian or any other party
                  under any bankruptcy law, common law or equitable cause, then,
                  to such extent, the obligations of Borrower hereunder intended
                  to be satisfied shall be revived and continue as if such
                  payment or proceeds had not been received by Lender.

4.       PREPAYMENTS. Prior to the Lockout Release Date, the outstanding
         Principal Amount may not be paid in whole or in part except in
         connection with a payment pursuant to Section 4(b) of this Note.

         a.       VOLUNTARY PREPAYMENTS. Borrower shall have the right on or
                  after the Lockout Release Date to prepay without penalty the
                  Principal Amount in whole, but not in part, upon satisfaction
                  of the following conditions:

                  i.       Borrower shall provide prior written notice (the
                           PREPAYMENT NOTICE) to Lender specifying the proposed
                           date on which the prepayment is to be made, which
                           date shall be no earlier than thirty (30) days after
                           the date of such Prepayment Notice and no later than
                           sixty (60) days after the date of such Prepayment
                           Notice (the date of such prepayment pursuant to this
                           Section 4(a) and Section 4(b) below being the
                           PREPAYMENT DATE);

                  ii.      Borrower shall comply with the provisions set forth
                           in Section 4(c) and Section 4(d) of this Note; and

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<PAGE>

                  iii.     No prepayment shall be permitted on any date during
                           the period commencing on the first calendar day
                           immediately following a Payment Date to, but not
                           including, the Interest Determination Date in such
                           calendar month.

b.       MANDATORY PREPAYMENTS.

         i.       On the next occurring Payment Date following the date on which
                  any of the events set forth in Section 2.3.1(a) of the Loan
                  Agreement shall occur, Borrower shall prepay the entire
                  Principal Amount and any other amounts then due and payable
                  pursuant to the Loan Agreement and Borrower shall comply with
                  the provisions set forth in Section 4(c) and Section 4(d) of
                  this Note.

         ii.      On the next occurring Payment Date following the date on which
                  Borrower actually receives any Excess Proceeds, Borrower shall
                  prepay the Principal Amount in an amount equal to one hundred
                  percent (100%) of such Excess Proceeds and Borrower shall
                  comply with the provisions set forth in Section 4(c) of this
                  Note.

c.       PAYMENTS IN CONNECTION WITH A PREPAYMENT.

         i.       On the date on which a prepayment, voluntary or involuntary,
                  is made under this Note or as required under the Loan
                  Agreement, Borrower shall pay to Lender all unpaid interest on
                  the Principal Amount, such unpaid interest calculated (even if
                  such period extends beyond the date of prepayment) (i) through
                  the end of the Interest Period during which such prepayment is
                  made if the Loan is prepaid from the fifteenth (15th) day of
                  any calender month through the ninth (9th) day of the
                  succeeding calender month, or (ii) through the end of the
                  Interest Period next succeeding the Interest Period in which
                  such prepayment is made if the Loan is prepaid from the
                  Interest Determination Date in any calender month through the
                  fourteenth (14th) day of any calender month;

         ii.      On the Prepayment Date, Borrower shall pay to Lender all other
                  sums then due under the Note, the Loan Agreement, the Pledge
                  (Junior Tier Mezzanine), and the other Loan Documents (Junior
                  Tier Mezzanine); and

         iii.     Borrower shall pay all costs and expenses of Lender incurred
                  in connection with the prepayment (including without
                  limitation, any costs and expenses incurred by Lender in
                  connection with a notice of prepayment which is subsequently
                  revoked, and including without limitation, any costs and
                  expenses associated with a release of the Lien of the Loan
                  Agreement and the Pledge (Junior Tier Mezzanine) as set forth
                  in Section 2.3.3 of the Loan Agreement as well as reasonable
                  attorneys' fees and expenses).

                                       7

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         d.       LIQUIDATED DAMAGES AMOUNT. IF OTHER THAN IN CONNECTION WITH
                  THE APPLICATION OF PROCEEDS, NOTWITHSTANDING THE PROHIBITIONS
                  OF THIS SECTION 4, THE LOAN IS VOLUNTARILY OR INVOLUNTARILY
                  REPAID DURING THE LOCKOUT PERIOD, INCLUDING AS A RESULT OF AN
                  ACCELERATED MATURITY DATE, THEN BORROWER SHALL PAY TO LENDER,
                  AS LIQUIDATED DAMAGES FOR SUCH DEFAULT AND NOT AS A PENALTY,
                  AND IN ADDITION TO ANY AND ALL OTHER SUMS AND FEES PAYABLE
                  UNDER THIS NOTE AND THE OTHER LOAN DOCUMENTS, AN AMOUNT EQUAL
                  TO TWO PERCENT (2%) OF THE PRINCIPAL AMOUNT BEING REPAID (THE
                  LIQUIDATED DAMAGES AMOUNT).

5.       EXTENSION OPTIONS.

         a.       EXTENSION OPTIONS. Subject to the provisions of this Section
                  5, Borrower shall have (i) the option (the FIRST EXTENSION
                  OPTION), by irrevocable written notice (an EXTENSION NOTICE)
                  delivered to Lender no later thirty (30) days prior to the
                  Initial Maturity Date, to extend the Initial Maturity Date to
                  November 9, 2005 (the FIRST EXTENDED MATURITY DATE), (ii) the
                  option (the SECOND EXTENSION OPTION), by delivering to Lender
                  an Extension Notice no later than thirty (30) days prior to
                  the First Extended Maturity Date, to extend the First Extended
                  Maturity Date to November 9, 2006 (the SECOND EXTENDED
                  MATURITY DATE), and (iii) the option (the THIRD EXTENSION
                  OPTION), by delivering to Lender and Extension Notice no later
                  than thirty (30) days prior to the Second Extended Maturity
                  Date, to extend the Second Extended Maturity Date to November
                  9, 2007 (the THIRD EXTENDED MATURITY DATE). Borrower's right
                  to so extend the Maturity Date shall be subject to the
                  satisfaction of the following conditions precedent as of the
                  delivery of the applicable Extension Notice and as of the
                  Initial Maturity Date, the First Extended Maturity Date or the
                  Second Extended Maturity Date, as the case may be, prior to
                  such extension hereunder:

                  i.       No Monetary Default or Event of Default shall have
                           occurred and be continuing both on the date Borrower
                           delivers the Extension Notice and on the Initial
                           Maturity Date (or the First Extended Maturity Date or
                           the Second Extended Maturity Date, as the case may
                           be);

                  ii.      Borrower shall obtain and deliver to Lender not later
                           than one (1) Business Day prior to the first day of
                           the term of the Loan as extended one or more
                           Replacement Interest Rate Cap Agreements from an
                           Approved Counterparty which Replacement Interest Rate
                           Cap Agreement(s) shall be effective for the period
                           commencing on the day immediately following the then
                           applicable Maturity Date (prior to giving effect to
                           the applicable Extension Option) and ending on the
                           last day of the Interest Period in which the one (1)
                           year anniversary of such date occurs;

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<PAGE>

                  iii.     Borrower shall deliver a Counterparty Opinion with
                           respect to the Replacement Interest Rate Agreement
                           and the related Acknowledgment;

                  iv.      On or before the date immediately preceding the
                           Second Extended Maturity Date and the Third Extended
                           Maturity Date, as applicable, Borrower shall pay to
                           Lender the Extension Fee;

                  v.       Mortgage Borrower shall have (x) timely exercised the
                           extension option to extend the Loan (Mortgage)
                           contained in the Mortgage Note, (y) been entitled
                           pursuant to the terms of the Loan Documents
                           (Mortgage) to exercise such extension option and (z)
                           paid any extension fee required pursuant to the terms
                           of the Mortgage Note; and

                  vi.      Senior Tier Mezzanine Borrower shall have (x) timely
                           exercised the extension option to extend the Loan
                           (Senior Tier Mezzanine) contained in the Senior Tier
                           Mezzanine Note, (y) been entitled pursuant to the
                           terms of the Loan Documents (Senior Tier Mezzanine)
                           to exercise such extension option and (z) paid any
                           extension fee required pursuant to the terms of the
                           Senior Tier Mezzanine Note.

         b.       EXTENSION DOCUMENTATION. As soon as practicable following an
                  extension of the Maturity Date pursuant to this Section 5,
                  Borrower shall execute and deliver an extension and/or
                  restatement of the Note and shall enter into such extensions
                  to the related Loan Documents (Junior Tier Mezzanine) as may
                  be necessary or appropriate to evidence the extension of the
                  Maturity Date as provided in this Section 5; provided,
                  however, that no failure by Borrower to enter into any such
                  extensions and/or restatements shall affect the rights or
                  obligations of Borrower or Lender with respect to the
                  extension of the Maturity Date.

6.       MISCELLANEOUS.

         a.       WAIVER. Borrower and all endorsers, sureties and guarantors
                  hereby jointly and severally waive all applicable exemption
                  rights, valuation and appraisement, presentment for payment,
                  demand, notice of demand, notice of nonpayment or dishonor,
                  protest and notice of protest of this Note, and, except as
                  otherwise expressly provided in the Loan Documents (Junior
                  Tier Mezzanine), all other notices in connection with the
                  delivery, acceptance, performance, default or enforcement of
                  the payment of this Note. Borrower and all endorsers, sureties
                  and guarantors consent to any and all extensions of time,
                  renewals, waivers or modifications that may be granted by
                  Lender with respect to the payment or other provisions of this
                  Note and to the release of the collateral securing this Note
                  or any part thereof, with or without substitution, and agree
                  that additional makers, endorsers, guarantors or sureties may
                  become parties hereto without notice to them or affecting
                  their liability under this Note.

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<PAGE>

         b.       NON-RECOURSE. Recourse to the Borrower with respect to any
                  claims arising under or in connection with this Note shall be
                  limited to the extent provided in Section 18.1 of the Loan
                  Agreement and the terms, covenants and conditions of Section
                  18.1 of the Loan Agreement are hereby incorporated by
                  reference as if fully set forth in this Note.

         c.       NOTE SECURED. This Note and all obligations of Borrower
                  hereunder are secured by the Loan Agreement, the Pledge
                  (Junior Tier Mezzanine) and the other Loan Documents (Junior
                  Tier Mezzanine).

         d.       NOTICES. Any notice, election, request or demand which by any
                  provision of this Note is required or permitted to be given or
                  served hereunder shall be given or served in the manner
                  required for the delivery of notices pursuant to the Loan
                  Agreement.

         e.       ENTIRE AGREEMENT. This Note, together with the other Loan
                  Documents (Junior Tier Mezzanine), constitutes the entire and
                  final agreement between Borrower and Lender with respect to
                  the subject matter hereof and may only be changed, amended,
                  modified or waived by an instrument in writing signed by
                  Borrower and Lender.

         f.       NO WAIVER. No waiver of any term or condition of this Note,
                  whether by delay, omission or otherwise, shall be effective
                  unless in writing and signed by the party sought to be
                  charged, and then such waiver shall be effective only in the
                  specific instance and for the purpose for which given. No
                  notice to, or demand on, Borrower shall entitle Borrower to
                  any other or future notice or demand in the same, similar or
                  other circumstances.

         g.       SUCCESSORS AND ASSIGNS. This Note shall be binding upon and
                  inure to the benefit of Borrower and Lender and their
                  respective successors and permitted assigns. Upon any
                  endorsement, assignment, or other transfer of this Note by
                  Lender or by operation of law, the term "Lender," as used
                  herein, shall mean such endorsee, assignee, or other
                  transferee or successor to Lender then becoming the holder of
                  this Note. The term "Borrower" as used herein shall include
                  the respective successors and assigns, legal and personal
                  representatives, executors, administrators, devisees, legatees
                  and heirs of Borrower, if any.

         h.       CAPTIONS. All paragraph, section, exhibit and schedule
                  headings and captions herein are used for reference only and
                  in no way limit or describe the scope or intent of, or in any
                  way affect, this Note.

         i.       SEVERABILITY. The provisions of this Note are severable, and
                  if any one clause or provision hereof shall be held invalid or
                  unenforceable in whole or in part, then such invalidity or
                  unenforceability shall affect only such clause or provision,
                  or part thereof, and not any other clause or provision of this
                  Note.

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<PAGE>

         j.       GOVERNING LAW. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED
                  IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT
                  TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
                  BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS NOTE
                  OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE
                  STATE OF NEW YORK OR ANY FEDERAL COURT SITTING THEREIN AND
                  CONSENT TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE
                  SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON BORROWER
                  IN THE MANNER AND AT THE ADDRESS SPECIFIED FOR NOTICES IN THE
                  LOAN AGREEMENT. BORROWER HEREBY WAIVES ANY OBJECTION THAT IT
                  MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY
                  SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT
                  COURT.


         k.       JURY TRIAL WAIVER. BORROWER AND ALL PERSONS CLAIMING BY,
                  THROUGH OR UNDER IT, HEREBY EXPRESSLY, KNOWINGLY, VOLUNTARILY
                  AND INTENTIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY
                  CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (I) ARISING UNDER
                  THIS NOTE, INCLUDING, WITHOUT LIMITATION, ANY PRESENT OR
                  FUTURE MODIFICATION THEREOF OR (II) IN ANY WAY CONNECTED WITH
                  OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO
                  OR ANY OF THEM WITH RESPECT TO THIS NOTE (AS NOW OR HEREAFTER
                  MODIFIED) OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT
                  EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE
                  TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER
                  SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION IS NOW EXISTING
                  OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT
                  OR OTHERWISE; AND BORROWER HEREBY AGREES AND CONSENTS THAT AN
                  ORIGINAL COUNTERPART OR A COPY OF THIS SECTION MAY BE FILED
                  WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT HERETO TO
                  THE WAIVER OF ANY RIGHT TO TRIAL BY JURY. BORROWER
                  ACKNOWLEDGES THAT IT HAS CONSULTED WITH LEGAL COUNSEL
                  REGARDING THE MEANING OF THIS WAIVER AND ACKNOWLEDGES THAT
                  THIS WAIVER IS AN ESSENTIAL INDUCEMENT FOR THE MAKING OF THE
                  LOAN. THIS WAIVER SHALL SURVIVE THE REPAYMENT OF THE LOAN.

         l.       Counterclaims and other Actions. Borrower hereby expressly and
                  unconditionally waives, in connection with any suit, action or
                  proceeding brought by Lender on this Note, any and every right
                  it may have to (i) interpose any counterclaim therein (other
                  than a counterclaim which can only be asserted in the suit,
                  action or proceeding brought by Lender on this Note and cannot
                  be maintained in a separate

                                       11

<PAGE>

                  action) and (ii) have any such suit, action or proceeding
                  consolidated with any other or separate suit, action or
                  proceeding; provided, however, the foregoing shall not
                  prohibit Borrower from asserting any unrelated claim in a
                  separate suit, action or proceeding.

                     [REMAINDER OF PAGE INTENTIONALLY BLANK]

                                       12

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         IN WITNESS WHEREOF, Borrower has caused this Note to be executed and
delivered as of the day and year first above written.

                                       BORROWER:

                                       BRE/PARK PLACE JUNIOR MEZZANINE L.L.C.,
                                       a Delaware limited liability company

                                       By: /s/ Dennis McDonagh
                                           -------------------------------
                                           Name:  Dennis J. McDonagh
                                           Title: Managing Director,
                                                  Vice President,
                                                  Treasurer, Secretary

                            Mezzanine Note Execution