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                                                                    Exhibit 10.7


                                 MEZZANINE NOTE

New York, New York                                                   $26,500,000

         MEZZANINE NOTE, dated as of September 18, 2002 (this NOTE), by BRE/PARK
PLACE 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.

         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.

         a.       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.

         b.       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).

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

         INITIAL MATURITY DATE shall mean November 9, 2004.

         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 415 basis points (4.15%) 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

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         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).

         LOAN AGREEMENT shall mean the 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 $26,500,000 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.

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         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).

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 5.97%; 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 to the
                  contrary, interest shall accrue on all amounts advanced by
                  Lender pursuant to the Loan Documents (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 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
                  (Mezzanine), other than the Principal Amount, or other charges
                  provided in the Loan Docu-

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                  ments (Mezzanine), shall be due and payable as provided in the
                  Loan Documents (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 interest thereon, or
                  other charges as provided in the Loan Documents (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 (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

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p
                           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

                  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, and the other Loan Documents
                           (Mezzanine); and

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                  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 as set forth in Section 2.3.3 of the Loan
                           Agreement as well as reasonable attorneys' fees and
                           expenses).

         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);

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                  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;

                  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

         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 (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
                  (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, guaran-

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                  tors or sureties may become parties hereto without notice to
                  them or affecting their liability under this Note.

         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 and
                  the other Loan Documents (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 (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

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                  such invalidity or unenforceability shall affect only such
                  clause or provision, or part thereof, and not any other clause
                  or provision of this Note.

         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

                                       10

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                  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
                  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]

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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 MEZZANINE L.L.C., a Delaware
                                     limited liability company

                                     By: /s/ Frank Cohen
                                         --------------------------------
                                         Name: Frank Cohen
                                         Title: Vice President

                            Mezzanine Note Execution