Exhibit 5.1
|  | |
December 2, 2010
| ||
Host Hotels & Resorts, L.P. 6903 Rockledge Drive Suite 1500 Bethesda, Maryland 20817 |
| Re: | Registration Statement for $500,000,000 Aggregate Principal Amount of 6% Series V Senior Notes due 2020 |
Ladies and Gentlemen:
We have acted as special counsel to Host Hotels & Resorts, L.P., a Delaware limited partnership (the “Company”), in connection with the issuance of up to $500,000,000 aggregate principal amount of 6% Series V Senior Notes due 2020 (the “Notes”) and the guarantees of the Notes (the “Guarantees”) by each of the guarantors listed on Schedule A hereto (the “Guarantors”), under the Thirty-Sixth Supplemental Indenture dated October 25, 2010, among the Company, the Guarantors and The Bank of New York Mellon, as trustee (the “Trustee”), which supplements the Amended and Restated Indenture, dated as of August 5, 1998 (as supplemented to date, the “Indenture”) originally among HMH Properties, Inc. (now, the Company), the guarantors named therein and HSBC Bank USA (f/k/a Marine Midland Bank), as trustee, and pursuant to a registration statement on Form S-4 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on December 2, 2010 (Registration No. 333- ) (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issue of the Notes and Guarantees.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company, the Guarantors and others as to factual matters without having independently verified such factual matters.
We are opining herein as to the internal laws of the State of New York, the California Uniform Limited Partnership Act of 2008, the Delaware Revised Uniform Limited Partnership Act and the Delaware Limited Liability Company Act and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case
December 2, 2010
Page2
of California or Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state. Various matters concerning the laws of Minnesota; Massachusetts; Texas; Nova Scotia, Canada; Pennsylvania, Alberta, Canada and The Netherlands are addressed in the opinions of Dorsey & Whitney LLP; Bingham McCutchen LLP; Kane, Russell, Coleman & Logan, P.C.; Cox & Palmer; Ballard Spahr LLP; Blake, Cassels & Graydon LLP; and De Brauw Blackstone Westbroek, which have been separately provided to you. We express no opinion with respect to those matters herein, and to the extent elements of those opinions are necessary to the conclusions expressed herein, we have, with your consent, assumed such matters.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Notes have been duly executed, issued, and authenticated in accordance with the terms of the Indenture and delivered by or on behalf of the Company against payment therefor in accordance with the terms of the Indenture, the Notes and the Guarantees will have been duly authorized by all necessary limited partnership or limited liability company action, as applicable, of the Company and the Guarantors set forth on Schedule B hereto (the “Covered Guarantors”), respectively, and will be legally valid and binding obligations of the Company and the Guarantors, respectively, enforceable against the Company and the Guarantors in accordance with their respective terms.
Our opinions are subject to: (i) the effect of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought; (iii) the invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy; (iv) we express no opinion as to (a) any provision for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty, (b) consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration, remedies, or judicial relief, (c) the waiver of rights or defenses contained in Section 4.4 of the Indenture, (d) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy, (e) any provision to the extent it requires that a claim with respect to the Notes (or a judgment in respect of such a claim) be converted into U.S. dollars at a rate of exchange at a particular date, to the extent applicable law otherwise provides, (f) provisions purporting to make a guarantor primarily liable rather than as a surety and provisions purporting to waive modifications of any guaranteed obligation to the extent such modification constitutes a novation, and (g) the severability, if invalid, of provisions to the foregoing effect. We have not been requested to express and, with your consent, do not render any opinion herein with respect to the creation, validity, attachment, perfection or priority of any lien or security interest.
December 2, 2010
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With your consent, we have assumed (a) that the Indenture, the Guarantees, and the Notes (collectively, the “Documents”) have been duly authorized, executed and delivered by the parties thereto other than the Company and each of the Covered Guarantors, (b) that the Documents constitute legally valid and binding obligations of the parties thereto other than the Company and each of the Guarantors, enforceable against each of them in accordance with their respective terms, and (c) that the status of the Documents as legally valid and binding obligations of the parties is not affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders, or (iii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the prospectus under the heading “Validity of Securities.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
| Very truly yours, |
| /s/ Latham & Watkins LLP |
December 2, 2010
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SCHEDULE A
Guarantors
Name | Jurisdiction of Formation | |||
| (1) | Airport Hotels Houston LLC | Delaware | ||
| (2) | Airport Hotels LLC | Delaware | ||
| (3) | Ameliatel LP | Delaware | ||
| (4) | BRE/Swiss LP | Delaware | ||
| (5) | Calgary Charlotte Holdings Company | Nova Scotia | ||
| (6) | Calgary Charlotte Partnership | Alberta | ||
| (7) | Chesapeake Hotel Limited Partnership | Delaware | ||
| (8) | Cincinnati Plaza LLC | Delaware | ||
| (9) | City Center Hotel Limited Partnership | Minnesota | ||
| (10) | Durbin LLC | Delaware | ||
| (11) | East Side Hotel Associates, L.P. | Delaware | ||
| (12) | HHR Assets LLC | Delaware | ||
| (13) | HHR Harbor Beach LLC | Delaware | ||
| (14) | HHR Holdings Coöperatief U.A. | Netherlands | ||
| (15) | HHR Lauderdale Beach Limited Partnership | Delaware | ||
| (16) | HHR Singer Island GP LLC | Delaware | ||
| (17) | HHR Singer Island Limited Partnership | Delaware | ||
| (18) | HHR WRN GP LLC | Delaware | ||
| (19) | HHR WRN Limited Partnership | Delaware | ||
| (20) | HMC Amelia II LLC | Delaware | ||
| (21) | HMC AP Canada Company | Nova Scotia | ||
| (22) | HMC AP GP LLC | Delaware | ||
| (23) | HMC AP LP | Delaware | ||
| (24) | HMC Atlanta LLC | Delaware | ||
| (25) | HMC Burlingame LLC | Delaware | ||
| (26) | HMC Cambridge LP | Delaware | ||
| (27) | HMC Capital Resources LP | Delaware | ||
| (28) | HMC Charlotte (Calgary) Company | Nova Scotia | ||
| (29) | HMC Charlotte GP LLC | Delaware | ||
| (30) | HMC Charlotte LP | Delaware | ||
| (31) | HMC Chicago Lakefront LLC | Delaware | ||
| (32) | HMC Chicago LLC | Delaware | ||
| (33) | HMC Copley LP | Delaware | ||
| (34) | HMC Desert LLC | Delaware | ||
| (35) | HMC Diversified American Hotels, L.P. | Delaware | ||
| (36) | HMC Diversified LLC | Delaware | ||
| (37) | HMC East Side LLC | Delaware | ||
| (38) | HMC Gateway LP | Delaware |
December 2, 2010
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| (39) | HMC Georgia LLC | Delaware | ||
| (40) | HMC Grace (Calgary) Company | Nova Scotia | ||
| (41) | HMC Grand LP | Delaware | ||
| (42) | HMC Headhouse Funding LLC | Delaware | ||
| (43) | HMC Host Restaurants LLC | Delaware | ||
| (44) | HMC Hotel Development LP | Delaware | ||
| (45) | HMC HT LP | Delaware | ||
| (46) | HMC Kea Lani LP | Delaware | ||
| (47) | HMC Lenox LP | Delaware | ||
| (48) | HMC Manhattan Beach LLC | Delaware | ||
| (49) | HMC Market Street LLC | Delaware | ||
| (50) | HMC Maui LP | Delaware | ||
| (51) | HMC McDowell LP | Delaware | ||
| (52) | HMC Mexpark LLC | Delaware | ||
| (53) | HMC NGL LLC | Delaware | ||
| (54) | HMC O’Hare Suites Ground LP | Delaware | ||
| (55) | HMC OLS I LLC | Delaware | ||
| (56) | HMC OLS I L.P. | Delaware | ||
| (57) | HMC OLS II L.P. | Delaware | ||
| (58) | HMC PLP LLC | Delaware | ||
| (59) | HMC Polanco LLC | Delaware | ||
| (60) | HMC Potomac LLC | Delaware | ||
| (61) | HMC Properties I LLC | Delaware | ||
| (62) | HMC Property Leasing LLC | Delaware | ||
| (63) | HMC Reston LP | Delaware | ||
| (64) | HMC Retirement Properties, L.P. | Delaware | ||
| (65) | HMC SBM Two LLC | Delaware | ||
| (66) | HMC Seattle LLC | Delaware | ||
| (67) | HMC SFO LP | Delaware | ||
| (68) | HMC Suites Limited Partnership | Delaware | ||
| (69) | HMC Suites LLC | Delaware | ||
| (70) | HMC Toronto Air Company | Nova Scotia | ||
| (71) | HMC Toronto Airport GP LLC | Delaware | ||
| (72) | HMC Toronto Airport LP | Delaware | ||
| (73) | HMC Toronto EC Company | Nova Scotia | ||
| (74) | HMC Toronto EC GP LLC | Delaware | ||
| (75) | HMC Toronto EC LP | Delaware | ||
| (76) | HMC/Interstate Manhattan Beach, L.P. | Delaware | ||
| (77) | HMH General Partner Holdings LLC | Delaware | ||
| (78) | HMH Marina LLC | Delaware | ||
| (79) | HMH Pentagon LP | Delaware | ||
| (80) | HMH Restaurants LP | Delaware | ||
| (81) | HMH Rivers LLC | Delaware | ||
| (82) | HMH Rivers, L.P. | Delaware | ||
| (83) | HMH WTC LLC | Delaware |
December 2, 2010
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| (84) | Host Atlanta Perimeter Ground GP LLC | Delaware | ||
| (85) | Host Atlanta Perimeter Ground LP | Delaware | ||
| (86) | Host Cambridge GP LLC | Delaware | ||
| (87) | Host Capitol Hill LLC | Delaware | ||
| (88) | Host Cincinnati Hotel LLC | Delaware | ||
| (89) | Host Cincinnati II LLC | Delaware | ||
| (90) | Host City Center GP LLC | Delaware | ||
| (91) | Host Copley GP LLC | Delaware | ||
| (92) | Host Dallas Quorum Ground GP LLC | Delaware | ||
| (93) | Host Dallas Quorum Ground LP | Delaware | ||
| (94) | Host Financing LLC | Delaware | ||
| (95) | Host Fourth Avenue LLC | Delaware | ||
| (96) | Host GH Atlanta GP LLC | Delaware | ||
| (97) | Host Grand GP LLC | Delaware | ||
| (98) | Host Houston Briar Oaks, L.P. | Delaware | ||
| (99) | Host Indianapolis GP LLC | Delaware | ||
| (100) | Host Indianapolis Hotel Member LLC | Delaware | ||
| (101) | Host Indianapolis I LP | Delaware | ||
| (102) | Host Indianapolis LP | Delaware | ||
| (103) | Host Kea Lani GP LLC | Delaware | ||
| (104) | Host Kierland GP LLC | Delaware | ||
| (105) | Host Kierland LP | Delaware | ||
| (106) | Host La Jolla LLC | Delaware | ||
| (107) | Host Lenox Land GP LLC | Delaware | ||
| (108) | Host Los Angeles GP LLC | Delaware | ||
| (109) | Host Los Angeles LP | Delaware | ||
| (110) | Host Maui GP LLC | Delaware | ||
| (111) | Host McDowell GP LLC | Delaware | ||
| (112) | Host Mission Hills Hotel LP | Delaware | ||
| (113) | Host Mission Hills II LLC | Delaware | ||
| (114) | Host Moscone GP LLC | Delaware | ||
| (115) | Host Needham Hotel LP | Delaware | ||
| (116) | Host Needham II LLC | Delaware | ||
| (117) | Host NY Downtown GP LLC | Delaware | ||
| (118) | Host of Boston, Ltd. | Massachusetts | ||
| (119) | Host of Houston 1979 LP | Delaware | ||
| (120) | Host of Houston, Ltd. | Texas | ||
| (121) | Host O’Hare Suites Ground GP LLC | Delaware | ||
| (122) | Host OP BN GP LLC | Delaware | ||
| (123) | Host Park Ridge LLC | Delaware | ||
| (124) | Host Pentagon GP LLC | Delaware | ||
| (125) | Host Realty Hotel LLC | Delaware | ||
| (126) | Host Realty LLC | Delaware | ||
| (127) | Host Realty Partnership, L.P. | Delaware | ||
| (128) | Host Restaurants GP LLC | Delaware |
December 2, 2010
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| (129) | Host Reston GP LLC | Delaware | ||
| (130) | Host SFO GP LLC | Delaware | ||
| (131) | Host South Coast GP LLC | Delaware | ||
| (132) | Host Swiss GP LLC | Delaware | ||
| (133) | Host Tampa GP LLC | Delaware | ||
| (134) | Host Times Square GP LLC | Delaware | ||
| (135) | Host Times Square LP | Delaware | ||
| (136) | Host Waltham Hotel LP | Delaware | ||
| (137) | Host Waltham II LLC | Delaware | ||
| (138) | Host WNY GP LLC | Delaware | ||
| (139) | HST I LLC | Delaware | ||
| (140) | HST LT LLC | Delaware | ||
| (141) | IHP Holdings Partnership LP | Pennsylvania | ||
| (142) | Ivy Street Hopewell LLC | Delaware | ||
| (143) | Ivy Street LLC | Delaware | ||
| (144) | Market Street Host LLC | Delaware | ||
| (145) | New Market Street LP | Delaware | ||
| (146) | Pacific Gateway, Ltd. | California | ||
| (147) | Philadelphia Airport Hotel LLC | Delaware | ||
| (148) | PM Financial LLC | Delaware | ||
| (149) | PM Financial LP | Delaware | ||
| (150) | Potomac Hotel Limited Partnership | Delaware | ||
| (151) | Rockledge Hotel LLC | Delaware | ||
| (152) | S.D. Hotels LLC | Delaware | ||
| (153) | South Coast Host Hotel LP | Delaware | ||
| (154) | Starlex LP | Delaware | ||
| (155) | Times Square GP LLC | Delaware | ||
| (156) | Wellsford-Park Ridge HMC Hotel Limited Partnership | Delaware | ||
| (157) | YBG Associates LP | Delaware | ||
| (158) | HHR Rio Holdings LLC | Delaware |
December 2, 2010
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SCHEDULE B
Covered Guarantors
Name | Jurisdiction of Formation | |||
| (1) | Airport Hotels Houston LLC | Delaware | ||
| (2) | Airport Hotels LLC | Delaware | ||
| (3) | Ameliatel LP | Delaware | ||
| (4) | BRE/Swiss LP | Delaware | ||
| (5) | Chesapeake Hotel Limited Partnership | Delaware | ||
| (6) | Cincinnati Plaza LLC | Delaware | ||
| (7) | Durbin LLC | Delaware | ||
| (8) | East Side Hotel Associates, L.P. | Delaware | ||
| (9) | HHR Assets LLC | Delaware | ||
| (10) | HHR Harbor Beach LLC | Delaware | ||
| (11) | HHR Lauderdale Beach Limited Partnership | Delaware | ||
| (12) | HHR Singer Island GP LLC | Delaware | ||
| (13) | HHR Singer Island Limited Partnership | Delaware | ||
| (14) | HHR WRN GP LLC | Delaware | ||
| (15) | HHR WRN Limited Partnership | Delaware | ||
| (16) | HMC Amelia II LLC | Delaware | ||
| (17) | HMC AP GP LLC | Delaware | ||
| (18) | HMC AP LP | Delaware | ||
| (19) | HMC Atlanta LLC | Delaware | ||
| (20) | HMC Burlingame LLC | Delaware | ||
| (21) | HMC Cambridge LP | Delaware | ||
| (22) | HMC Capital Resources LP | Delaware | ||
| (23) | HMC Charlotte GP LLC | Delaware | ||
| (24) | HMC Charlotte LP | Delaware | ||
| (25) | HMC Chicago Lakefront LLC | Delaware | ||
| (26) | HMC Chicago LLC | Delaware | ||
| (27) | HMC Copley LP | Delaware | ||
| (28) | HMC Desert LLC | Delaware | ||
| (29) | HMC Diversified American Hotels, L.P. | Delaware | ||
| (30) | HMC Diversified LLC | Delaware | ||
| (31) | HMC East Side LLC | Delaware | ||
| (32) | HMC Gateway LP | Delaware | ||
| (33) | HMC Georgia LLC | Delaware | ||
| (34) | HMC Grand LP | Delaware | ||
| (35) | HMC Headhouse Funding LLC | Delaware | ||
| (36) | HMC Host Restaurants LLC | Delaware | ||
| (37) | HMC Hotel Development LP | Delaware | ||
| (38) | HMC HT LP | Delaware |
December 2, 2010
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| (39) | HMC Kea Lani LP | Delaware | ||||
| (40) | HMC Lenox LP | Delaware | ||||
| (41) | HMC Manhattan Beach LLC | Delaware | ||||
| (42) | HMC Market Street LLC | Delaware | ||||
| (43) | HMC Maui LP | Delaware | ||||
| (44) | HMC McDowell LP | Delaware | ||||
| (45) | HMC Mexpark LLC | Delaware | ||||
| (46) | HMC NGL LLC | Delaware | ||||
| (47) | HMC O’Hare Suites Ground LP | Delaware | ||||
| (48) | HMC OLS I LLC | Delaware | ||||
| (49) | HMC OLS I L.P. | Delaware | ||||
| (50) | HMC OLS II L.P. | Delaware | ||||
| (51) | HMC PLP LLC | Delaware | ||||
| (52) | HMC Polanco LLC | Delaware | ||||
| (53) | HMC Potomac LLC | Delaware | ||||
| (54) | HMC Properties I LLC | Delaware | ||||
| (55) | HMC Property Leasing LLC | Delaware | ||||
| (56) | HMC Reston LP | Delaware | ||||
| (57) | HMC Retirement Properties, L.P. | Delaware | ||||
| (58) | HMC SBM Two LLC | Delaware | ||||
| (59) | HMC Seattle LLC | Delaware | ||||
| (60) | HMC SFO LP | Delaware | ||||
| (61) | HMC Suites Limited Partnership | Delaware | ||||
| (62) | HMC Suites LLC | Delaware | ||||
| (63) | HMC Toronto Airport GP LLC | Delaware | ||||
| (64) | HMC Toronto Airport LP | Delaware | ||||
| (65) | HMC Toronto EC GP LLC | Delaware | ||||
| (66) | HMC Toronto EC LP | Delaware | ||||
| (67) | HMC/Interstate Manhattan Beach, L.P. | Delaware | ||||
| (68) | HMH General Partner Holdings LLC | Delaware | ||||
| (69) | HMH Marina LLC | Delaware | ||||
| (70) | HMH Pentagon LP | Delaware | ||||
| (71) | HMH Restaurants LP | Delaware | ||||
| (72) | HMH Rivers LLC | Delaware | ||||
| (73) | HMH Rivers, L.P. | Delaware | ||||
| (74) | HMH WTC LLC | Delaware | ||||
| (75) | Host Atlanta Perimeter Ground GP LLC | Delaware | ||||
| (76) | Host Atlanta Perimeter Ground LP | Delaware | ||||
| (77) | Host Cambridge GP LLC | Delaware | ||||
| (78) | Host Capitol Hill LLC | Delaware | ||||
| (79) | Host Cincinnati Hotel LLC | Delaware | ||||
| (80) | Host Cincinnati II LLC | Delaware | ||||
| (81) | Host City Center GP LLC | Delaware | ||||
| (82) | Host Copley GP LLC | Delaware | ||||
| (83) | Host Dallas Quorum Ground GP LLC | Delaware |
December 2, 2010
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| (84) | Host Dallas Quorum Ground LP | Delaware | ||
| (85) | Host Financing LLC | Delaware | ||
| (86) | Host Fourth Avenue LLC | Delaware | ||
| (87) | Host GH Atlanta GP LLC | Delaware | ||
| (88) | Host Grand GP LLC | Delaware | ||
| (89) | Host Houston Briar Oaks, L.P. | Delaware | ||
| (90) | Host Indianapolis GP LLC | Delaware | ||
| (91) | Host Indianapolis Hotel Member LLC | Delaware | ||
| (92) | Host Indianapolis I LP | Delaware | ||
| (93) | Host Indianapolis LP | Delaware | ||
| (94) | Host Kea Lani GP LLC | Delaware | ||
| (95) | Host Kierland GP LLC | Delaware | ||
| (96) | Host Kierland LP | Delaware | ||
| (97) | Host La Jolla LLC | Delaware | ||
| (98) | Host Lenox Land GP LLC | Delaware | ||
| (99) | Host Los Angeles GP LLC | Delaware | ||
| (100) | Host Los Angeles LP | Delaware | ||
| (101) | Host Maui GP LLC | Delaware | ||
| (102) | Host McDowell GP LLC | Delaware | ||
| (103) | Host Mission Hills Hotel LP | Delaware | ||
| (104) | Host Mission Hills II LLC | Delaware | ||
| (105) | Host Moscone GP LLC | Delaware | ||
| (106) | Host Needham Hotel LP | Delaware | ||
| (107) | Host Needham II LLC | Delaware | ||
| (108) | Host NY Downtown GP LLC | Delaware | ||
| (109) | Host of Houston 1979 LP | Delaware | ||
| (110) | Host O’Hare Suites Ground GP LLC | Delaware | ||
| (111) | Host OP BN GP LLC | Delaware | ||
| (112) | Host Park Ridge LLC | Delaware | ||
| (113) | Host Pentagon GP LLC | Delaware | ||
| (114) | Host Realty Hotel LLC | Delaware | ||
| (115) | Host Realty LLC | Delaware | ||
| (116) | Host Realty Partnership, L.P. | Delaware | ||
| (117) | Host Restaurants GP LLC | Delaware | ||
| (118) | Host Reston GP LLC | Delaware | ||
| (119) | Host SFO GP LLC | Delaware | ||
| (120) | Host South Coast GP LLC | Delaware | ||
| (121) | Host Swiss GP LLC | Delaware | ||
| (122) | Host Tampa GP LLC | Delaware | ||
| (123) | Host Times Square GP LLC | Delaware | ||
| (124) | Host Times Square LP | Delaware | ||
| (125) | Host Waltham Hotel LP | Delaware | ||
| (126) | Host Waltham II LLC | Delaware | ||
| (127) | Host WNY GP LLC | Delaware | ||
| (128) | HST I LLC | Delaware |
December 2, 2010
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| (129) | HST LT LLC | Delaware | ||
| (130) | Ivy Street Hopewell LLC | Delaware | ||
| (131) | Ivy Street LLC | Delaware | ||
| (132) | Market Street Host LLC | Delaware | ||
| (133) | New Market Street LP | Delaware | ||
| (134) | Pacific Gateway, Ltd. | California | ||
| (135) | Philadelphia Airport Hotel LLC | Delaware | ||
| (136) | PM Financial LLC | Delaware | ||
| (137) | PM Financial LP | Delaware | ||
| (138) | Potomac Hotel Limited Partnership | Delaware | ||
| (139) | Rockledge Hotel LLC | Delaware | ||
| (140) | S.D. Hotels LLC | Delaware | ||
| (141) | South Coast Host Hotel LP | Delaware | ||
| (142) | Starlex LP | Delaware | ||
| (143) | Times Square GP LLC | Delaware | ||
| (144) | Wellsford-Park Ridge HMC Hotel Limited Partnership | Delaware | ||
| (145) | YBG Associates LP | Delaware | ||
| (146) | HHR Rio Holdings LLC | Delaware |