1261159--3/18/2008--CNL_INCOME_PROPERTIES

related topics

{investment, property, distribution}

{loan, real, estate}

{tax, income, asset}

{debt, indebtedness, cash}

{cost, contract, operation}

{loss, insurance, financial}

{interest, director, officer}

{condition, economic, financial}

We may be unable to invest the proceeds we receive from our common stock offerings in a timely manner. Our management, including our Advisor, has limited or no experience with investments in certain asset classes, which may impact our ability to successfully make acquisitions, loans or manage assets in those sectors. Our loss of key personnel could delay or hinder implementation of certain investment strategies, which could limit our ability to make distributions and decrease the value of an investment in our stock. We may have difficulty funding distributions solely from cash flow from operations, which could reduce the funds we have available for investments and your overall return We may not be able to pay distributions at an increasing rate Our operating expenses may increase in the future and to the extent such increases cannot be passed on to tenants, our cash flows and our operating results would decrease There will be competing demands on our officers and directors The timing of sales and acquisitions may favor our Advisor and not us. Our Advisor s fee structure may encourage it to recommend speculative investments and a high amount of leverage. The agreement between our Advisor and us was not the result of arm s-length negotiations. Real Estate and Other Investment Risks Multiple property leases or loans with individual tenants or borrowers increase our risks in the event that such tenants or borrowers become financially impaired. We will have no economic interest in ground lease properties and may not control the land beneath certain properties we have and will acquire in the future. Our exposure to typical real estate investment risks could reduce our income. The real estate industry is capital intensive and we are subject to risks associated with ongoing needs for renovation and capital improvements to our properties as well as financing for such expenditures. We compete with other companies for investments. Increased competition for customers may reduce the ability of certain of our operators to make scheduled rent payments to us. Marinas, ski resorts, golf courses, attractions and other types of properties in which we may invest may not be readily adaptable to other uses. Your investment may be subject to additional risks if we make international investments. The inability to increase lease rates at our properties might affect our ability to distribute dividends to stockholders. We may rely on various cash flow or income security provisions in our leases for minimum rent payments. We do not have control over market and business conditions that may affect our success. We will not control the management of our properties. We may not control our joint ventures Joint venture partners may have different interests than we have, which may negatively impact our control over our ventures. It may be difficult for us to exit a joint venture after an impasse. We may not have control over construction on our properties. It may be difficult to re-lease our vacant properties. Uninsured losses or losses in excess of insured limits could result in the loss or substantial impairment of one or more of our investments. Portfolio acquisitions are more difficult to complete than single asset acquisitions. Discretionary consumer spending may affect the profitability of certain properties we acquire. Seasonal revenue variations in certain asset classes will require the operators of those asset classes to manage cash flow properly over time so as to meet their non-seasonal scheduled rent payments to us Adverse weather conditions may damage certain properties we acquire and/or reduce our operators ability to make scheduled rent payments to us. Our operating results may be negatively affected by potential development and construction delays and resultant increased costs and risks. If we set aside insufficient capital expenditure reserves we may be required to defer necessary property improvements. Economic conditions and unfavorable changes in apartment or residential markets could adversely affect occupancy levels and rental rates. Our real estate assets may be subject to impairment charges. Our loans may be affected by unfavorable real estate market conditions. Foreclosures create additional ownership risks that could adversely impact our returns on mortgage investments. Our loans will be subject to interest rate fluctuations. Lack of principal amortization of loans increases the risk of borrower default at maturity and delays in liquidating defaulted loans could reduce our investment returns and our cash available for distributions. We may make loans on a subordinated and unsecured basis and may not be able to collect outstanding principal and interest. Because our revenues are highly dependent on lease payments from our properties and interest payments from loans that we make, defaults by our tenants or borrowers would reduce our cash available for the repayment of our outstanding debt and for distributions Borrowings may reduce the funds available for distribution and increase the risk of loss since defaults may cause us to lose the properties securing the loans. Defaults on our borrowings may adversely affect our financial condition and results of operations. Financing arrangements involving balloon payment obligations may adversely affect our ability to make distributions. Increases in interest rates could increase the amount of our debt payments and adversely affect our ability to make distributions to our stockholders. We may borrow money to make distributions and distributions may not come from funds from operations. Lenders may require us to enter into restrictive covenants relating to our operations, which could limit our ability to make distributions to our stockholders. We may acquire various financial instruments for purposes of hedging or reducing our risks which may be costly and/or ineffective and will reduce our cash available for distribution to our stockholders. We will be subject to increased taxation if we fail to qualify as a REIT for federal income tax purposes. You should be aware that opinions of counsel are not binding on the IRS or on any court. If we fail to qualify as a REIT, we would be subject to federal income tax at regular corporate rates. We do not control the lodging facility operations owned by our unconsolidated entities and we are dependent on the managers of our lodging facilities. Our leases may be recharacterized as financings which would eliminate depreciation deductions on our properties. 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. Despite our REIT status, we remain subject to various taxes which would reduce operating cash flow if and to the extent certain liabilities are incurred We may be required to pay a penalty tax upon the sale of a property.

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1261159--3/18/2008--CNL_INCOME_PROPERTIES_INC