1055264--3/24/2006--CNL_RETIREMENT_PROPERTIES

related topics

{investment, property, distribution}

{loan, real, estate}

{regulation, government, change}

{tax, income, asset}

{provision, law, control}

{loss, insurance, financial}

{interest, director, officer}

{stock, price, share}

{cost, regulation, environmental}

The sale of shares by stockholders could be difficult. We are dependent on the Advisor. There will be competing demands on our officers and directors. The timing of sales and acquisitions may favor the Advisor. The Advisor's fee structure may encourage the Advisor to recommend speculative investments and a high amount of leverage. The agreements between us and the Advisor were not the result of arm's-length negotiations. Our Properties may be developed by affiliates. We may invest with affiliates of the Advisor and enter into transactions with them. Real Estate and Other Investment Risks Multiple Property leases or loans with individual tenants and borrowers increases our risks. Adverse trends in the health care and seniors' housing industry may impact our Properties. We may rely on credit enhancements to our leases for minimum rent payments. We may rely on limited guarantees to fund rent payments, which could adversely impact cash available for distributions. Our leases with tenants of some of our Medical Facilities may present greater risk because they are expected to be gross leases and the majority of the Medical Facility leases are expected to have five to 15 year terms. We may experience uninsured loss or loss in excess of insured limits at our Properties. Our Properties may be subject to environmental liabilities. We may not control the joint ventures in which we enter. Joint venture partners may have different interests than we have It may be difficult for us to exit a joint venture after an impasse The liquidation of our assets may be delayed. Failure to comply with government regulations could adversely affect our tenants, operators and borrowers Cost control and other health care reform measures may reduce reimbursements to our tenants and borrowers. Our tenants and borrowers may rely on government reimbursement. Some of our tenants, operators or borrowers may have physician investors. Our mortgage loans may be impacted by unfavorable real estate market conditions Our loans may not be secured by real estate. We may borrow to pay distributions. We will be subject to increased taxation if we fail to qualify as a REIT for federal income tax purposes Excessive non-real estate asset values may jeopardize our REIT status. We may have to borrow funds or sell assets to meet our distribution requirements. Ownership limits may discourage a change in control. We may be subject to other tax liabilities. Changes in tax laws may prevent us from qualifying as a REIT.

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1055264--3/24/2006--CNL_RETIREMENT_PROPERTIES_INC