1075415--2/19/2010--SENIOR_HOUSING_PROPERTIES

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{acquisition, growth, future}

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Risks Related to Our Tenants and Operators Financial and other difficulties at Five Star could adversely affect us. Five Star may not be able to profitably operate the two rehabilitation hospitals we own. Sunrise's operation of our properties may adversely affect us. Some of our tenants are faced with significant potential litigation and rising insurance costs that not only affect their ability to obtain and maintain adequate liability and other insurance, but also may affect their ability to pay their lease payments and fulfill their insurance and indemnification obligations to us. The operations of some of our facilities are dependent upon payments from the Medicare and Medicaid programs. Our tenants may be adversely affected by recent legislative and regulatory developments. Financial markets are still recovering from a period of disruption and recession, and we are unable to predict if and when the economy will stabilize or improve. Risks Related to Our Business If the current weakness in the U.S. economy continues for a substantial period, our operating and financial results may be harmed by further declines in occupancy at our senior living facilities, wellness centers and MOBs. We may be unable to access the capital necessary to repay debts or fund required distributions to remain a REIT. Increasing interest rates may adversely affect us and the value of your investment in our shares. Our properties and their operations are subject to complex regulations. Our acquisitions may not be successful. Increasing investor interest in healthcare related real estate may increase competition and reduce our growth. Competition from new facilities may adversely affect some of our facilities. Real estate ownership creates risks and liabilities. Acquisition and ownership of real estate is subject to environmental and climate change risks. We have substantial debt obligations and may incur additional debt. Risks Related to Our Relationships with RMR and Five Star We depend upon RMR to manage our business and implement our growth strategy. Our management structure and our manager's other activities may create conflicts of interest. Our management agreements with RMR were negotiated between affiliated parties and may not be as favorable to us as they would have been if negotiated between unaffiliated parties. Our management agreements with RMR may discourage our change of control. The potential for conflicts of interest as a result of our management structure may provoke dissident shareholder activities that result in significant costs. Our business dealings with Five Star may create conflicts of interest. Risks Related to Our Organization and Structure Ownership limitations and anti-takeover provisions in our declaration of trust, bylaws and rights agreement, as well as certain provisions of Maryland law, may prevent our shareholders from receiving a takeover premium or implementing beneficial changes. Our rights and the rights of our shareholders to take action against our trustees and officers are limited. Any disputes with Five Star, HRP and RMR and any shareholder litigation against us or our trustees and officers may be referred to arbitration proceedings. We may change our operational and investment policies without shareholder approval. Risks Related to Our Taxation The loss of our tax status as a REIT for U.S. federal income tax purposes could have significant adverse consequences. Distributions to shareholders generally will not qualify for reduced tax rates. Risks Related to Our Securities There is no assurance that we will continue to make distributions. Any notes we may issue will be effectively subordinated to the debts of our subsidiaries and to our secured debt. We may be required to prepay our debts upon a change of control. Our notes may permit redemption before maturity, and our noteholders may be unable to reinvest proceeds at the same or a higher rate. There may be no public market for notes we may issue and one may not develop. Rating agency downgrades may increase our cost of capital.

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1075415--2/19/2010--SENIOR_HOUSING_PROPERTIES_TRUST