1075415--3/2/2009--SENIOR_HOUSING_PROPERTIES

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{debt, indebtedness, cash}

{acquisition, growth, future}

{loan, real, estate}

{investment, property, distribution}

{capital, credit, financial}

{interest, director, officer}

{tax, income, asset}

{stock, price, share}

{regulation, government, change}

{condition, economic, financial}

{loss, insurance, financial}

{provision, law, control}

{cost, regulation, environmental}

{competitive, industry, competition}

Financial and other difficulties at Five Star could adversely affect us. Five Star may not be able to operate the two rehabilitation hospitals we own profitably. Sunrise's operation of our properties may adversely affect us. The financial markets are currently in a period of disruption and recession and we do not expect these conditions to improve in the near future. 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 our debts or to grow. Increasing interest rates may adversely affect us and the value of your investment in our shares. The operations of some of our facilities are dependent upon payments from the Medicare and Medicaid programs. 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. Our properties and their operations are subject to complex regulations. Acquisitions that we make may not be successful. Competition may adversely affect some of our facilities. Increasing investor interest in healthcare related real estate may increase competition and reduce our growth. We are dependent upon RMR to manage our business and implement our growth strategy. Our business dealings with our managing trustees and related persons may create conflicts of interest. Our business dealings with Five Star may create conflicts of interest. 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 shareholders from implementing beneficial changes or prevent our shareholders from receiving a takeover premium for their shares. Our rights and the rights of our shareholders to take action against our trustees and officers are limited. We may change our operational and investment policies without shareholder approval. The loss of our tax status as a REIT or tax authority challenges would have significant adverse consequences to us and reduce the market price of our securities. Real estate ownership creates risks and liabilities. There is no assurance that we will make distributions in the future. We have substantial debt obligations and may incur additional debt. 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 be redeemed 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.

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1075415--3/2/2009--SENIOR_HOUSING_PROPERTIES_TRUST