803649--3/2/2009--HRPT_PROPERTIES

related topics

{debt, indebtedness, cash}

{investment, property, distribution}

{stock, price, share}

{loan, real, estate}

{interest, director, officer}

{tax, income, asset}

{acquisition, growth, future}

{condition, economic, financial}

{capital, credit, financial}

{provision, law, control}

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. We may be unable to access the capital necessary to repay our debts or to grow. If the current recession continues or worsens, the occupancy and rents at our properties may decline. We are currently dependent upon economic conditions in our five core markets: Metro Philadelphia, Pennsylvania; Oahu, Hawaii; Metro Washington, DC; Metro Boston, Massachusetts and Southern California. Increasing interest rates may adversely affect us and the value of your investment in our shares. Changes in the government's requirements for leased space may adversely affect us. 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 you from receiving a takeover premium for your shares or prevent you from implementing beneficial changes. The loss of our tax status as a REIT or tax authority challenges could have significant adverse consequences to us and reduce the market price of our securities. Acquisitions that we make may not be successful. Real estate ownership creates risks and liabilities. Our business dealings with our managing trustees and related persons may create conflicts of interest. 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. 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. Conversion of our series D preferred shares will dilute the ownership interests of existing shareholders. We may change our operational and investment policies without shareholder approval. We are dependent upon RMR to manage our business and implement our growth strategy. Our rights and the rights of our shareholders to take action against our trustees and officers are limited. Provisions in RMR's management agreements with us and with other entities managed by RMR and in transaction agreements between us and certain of those entities may restrict our investing activities and create conflicts of interest. There is no assurance that we will make distributions in the future. Rating agency downgrades may increase our cost of capital.

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803649--3/2/2009--HRPT_PROPERTIES_TRUST