**Exhibit 10.37**

**PARTIAL TERMINATION AND CONFIRMATION OF GUARANTEESAND OTHER INCIDENTAL DOCUMENTS**

**THIS PARTIAL TERMINATION AND CONFIRMATION OFGUARANTEES AND OTHER INCIDENTAL DOCUMENTS**(this “Confirmation”) is made as of November 1,2006 by **FIVE STAR QUALITY CARE, INC.**, a Maryland corporation****(the “Guarantor”), **FIVESTAR QUALITY CARE TRUST**, a Maryland business trust (the “Tenant”),**FSQ, INC.**, a Delaware corporation(the “Tenant Pledgor”), each of the parties identified on the signaturepage hereof as a subtenant pledgor (collectively, the “Subtenant Pledgors”)and each of the parties identified on the signature page hereof as a subtenant(collectively, the “Subtenants”) for the benefit of each of the partiesidentified on the signature page hereof as a landlord (collectively, the “Landlords”).

**WITNESSETH :**

**WHEREAS**, pursuant to the terms of that certain Second Amendedand Restated Lease Agreement, dated as of November 19, 2004, as amended by thatcertain First Amendment of Lease, dated as of May 17, 2005, that certain SecondAmendment to Second Amended and Restated Lease Agreement, dated as of June 3,2005, that certain Third Amendment to Second Amended and Restated LeaseAgreement, dated as of October 31, 2005, that certain Third Amendment to SecondAmended and Restated Lease Agreement, dated as of December 30, 2005, thatcertain Letter Agreement, dated as of March 13, 2006, that certain FifthAmendment to Second Amended and Restated Lease Agreement, dated as of September1, 2006, that certain Sixth Amendment to Second Amended and Restated LeaseAgreement, dated as of October 1, 2006, that certain Seventh Amendment toSecond Amended and Restated Lease Agreement, dated as of October 1, 2006, andthat certain Eighth Amendment to Second Amended and Restated Lease, dated as ofNovember 1, 2006 (as so amended, the “Consolidated Lease”), theLandlords lease to the Tenant, and the Tenant leases from the Landlords,certain property, all as more particularly described in the Consolidated Lease;and

**WHEREAS,** the payment and performance obligationsof the Tenant with respect to the Consolidated Lease are guaranteed by thosecertain Guaranty Agreements described on Exhibit A attached hereto(collectively, the “Guarantees”); and

**WHEREAS,** the payment and performance obligationsof the Tenant with respect to the Consolidated Lease are further secured by theother Incidental Documents (this and other capitalized terms used but nototherwise defined herein shall 

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have the meanings ascribed to them in the ConsolidatedLease); and

**WHEREAS**, pursuant to a Ninth Amendment to Second Amended andRestated Lease Agreement, dated as of the date hereof (the “Ninth Amendment”),the Consolidated Lease is being amended to remove certain properties, as moreparticularly described in the Ninth Amendment; and

**WHEREAS**, pursuant to the terms of that certainTermination of Sublease, dated as of the date hereof (the “SubleaseTermination”) , between Tenant and Five Star Quality Care-CT, LLC (“ConnecticutSubtenant”), Tenant and Connecticut Subtenant mutually agree to terminatethe Sublease (as such term is defined in the Sublease Termination);

**WHEREAS,** in connection with, and asa condition precedent to, the execution of the Ninth Amendment by theLandlords, the Landlords have required that the parties hereto confirm that theGuarantees and the other Incidental Documents remain in full force and effectand apply to the Consolidated Lease as amended by the Ninth Amendment;

**WHEREAS,**on May 6, 2005, theGuarantor undertook a corporate reorganization that resulted in changes inownership of certain of the Subtenants, among other things; and

**WHEREAS,**in connection with thecorporate reorganization of the Guarantor and the execution of the NinthAmendment, the parties hereto wish to amend certain of the IncidentalDocuments, including (i) the Security Agreement, dated as of December 31, 2001,by and among certain of the Subtenants and certain of the Landlords, as amendedand confirmed from time to time (the “Subtenant Security Agreement”);(ii) the Security Agreement, dated as of December 31, 2001, by and amongthe Tenant and certain of the Landlords, as amended and confirmed from time totime (the “Tenant Security Agreement”); and (iii) the Second Amended andRestated Pledge of Stock and Membership Interests Agreement, dated as of May 6,2005, made by the Subtenant Pledgors for the benefit of the Landlords, asamended and confirmed from time to time (the “Subtenant Pledge Agreement”),all subject to andupon the terms and conditions herein set forth;

**NOW, THEREFORE**, in consideration of the foregoing and for other goodand valuable consideration, the mutual receipt and legal sufficiency of whichare hereby acknowledged, the parties hereto hereby agree as follows:

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1.             Removal ofSubtenant.  The Connecticut Subtenant,a party to the Subtenant Security Agreement and/or that certain SecurityAgreement dated as of October 25, 2002, by and among certain of the Subtenantsand certain of the Landlords, as amended and confirmed from time to time, ishereby removed from the Subtenant Security Agreement.  The Connecticut Subtenant, a party to theSubtenant Guaranty (as defined in Exhibit A hereof) is hereby removedfrom the Subtenant Guaranty.

2.             Amendment ofSubtenant Security Agreement.  TheSubtenant Security Agreement is hereby amended by (i) replacing Exhibit Aattached thereto with Schedule 1 attached hereto; (ii) replacingSchedule 1 attached thereto with Schedule 2 attached hereto; and (iii)replacing Schedule 2 attached thereto with Schedule 3 attached hereto.

3.             Amendment ofTenant Security Agreement.  TheTenant Security Agreement is hereby amended by replacing Schedule 2 attachedthereto with Schedule 4 attached hereto.

4.             Amendment ofSubtenant Pledge Agreement.  TheSubtenant Pledge Agreement is hereby amended by (i) replacing Exhibit Aattached thereto with Schedule 5 attached hereto; and (ii) replacingExhibit B attached thereto with Schedule 6 attached hereto.

5.             Confirmationof Guarantees.  Each of the partiesto the Guarantees hereby confirms that all references in the Guarantees to the “MasterLease” or the “Lease” shall refer to the Consolidated Lease as amended by theNinth Amendment and the Guarantees are hereby ratified and confirmed in allrespects.

6.             Confirmation ofOther Incidental Documents.  Each ofthe parties to the Incidental Documents (other than the Guarantees) herebyconfirms that all references in such Incidental Documents to the “Master Lease”or the “Lease” shall refer to the Consolidated Lease as amended by the NinthAmendment and that such Incidental Documents, as amended by this Confirmation,are hereby ratified and confirmed in all respects.

7.             No Impairment,Etc.  The obligations, covenants,agreements and duties of the guarantors under the Guarantees shall not beimpaired in any manner by the execution and delivery of the Ninth Amendment,the Guarantees, the other Incidental Documents, or any amendments, changes ormodifications thereof, and in no event shall any ratification or confirmationof such Guarantees or such other Incidental Documents, or the obligations,covenants, agreements and the duties of the guarantors thereunder or of theparties under the 

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other Incidental Documents, including, withoutlimitation, this Confirmation, be required in connection with any suchamendment, change or modification.

**[Signatureson following page.]**

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**INWITNESS WHEREOF**, the parties hereto have caused thisConfirmation to be duly executed, as a sealed instrument, as of the date firstset forth above.
|            | **GUARANTOR:**                    |
|------------|-----------------------------------|
| ** ** |                              | ** ** |
| ** ** | **FIVE  STAR QUALITY CARE, INC.** |
| ** ** |                              | ** ** |
|       | By:                               | /s/ Bruce J. Mackey Jr. |
|       |                              | Bruce J. Mackey Jr. |
|       |                              | Treasurer, Chief Financial |
| ** ** |                              | Officer and Assistant |
| ** ** |                              | Secretary |
| ** ** |                              |   |
| ** ** |                              |   |
| ** ** | **TENANT:**                       |
| ** ** |                              | ** ** |
| ** ** | **FIVE STAR QUALITY CARE TRUST**  |
| ** ** |                              | ** ** |
|       | By:                               | /s/ Bruce J. Mackey Jr. |
|       |                              | Bruce J. Mackey Jr. |
|       |                              | Treasurer, Chief Financial Officer |
| ** ** |                              | and Assistant |
| ** ** |                              | Secretary |
| ** ** |                              |   |
| ** ** |                              |   |
| ** ** | **TENANT PLEDGOR:**               |
| ** ** |                              | ** ** |
| ** ** | **FSQ, INC.**                     |
| ** ** |                              | ** ** |
|       | By:                               | /s/ Bruce J. Mackey Jr. |
|       |                              | Bruce J. Mackey Jr. |
|       |                              | Treasurer, Chief Financial |
|       |                              | Officer and Assistant Secretary |

** **

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**SUBTENANT PLEDGORS:**

**FSQ, INC., FIVE STAR QUALITY CARE TRUST**, **FVEST.****JOE, INC., FIVE STAR QUALITY CARE-CA, INC.**, **FIVE STAR QUALITY CARE-CA II, INC.**, **FIVE STAR QUALITY CARE-CO, INC.**, **THE HEARTLANDS RETIREMENT COMMUNITY-ELLICOTT CITY I,INC.**, **FIVE STAR QUALITY CARE-GA,INC.**, **FIVE STAR QUALITY CARE-IA,INC.**, **FIVE STAR QUALITY CARE-NE,INC.**, **FIVE STAR QUALITY CARE-WI,INC.****and****LIFETRUST AMERICA, INC.**
|            | By:                              | /s/ Bruce J. Mackey Jr.    |
|------------|----------------------------------|----------------------------|
|       |                             | Bruce J. Mackey Jr.        |
|       |                             | Treasurer, Chief Financial |
| ** ** |                             | Officer and Assistant      |
| ** ** |                             | Secretary of each of the   |
| ** ** |                             | foregoing entities         |
| ** ** |                             |                       |
| ** ** |                             |                       |
| ** ** | **LIFETRUST PROPERTIES, L.L.C.** |
| ** ** |                             |                       |
|       | By:                              | LifeTrust America Inc.,    |
|       |                             | Its Sole Member            |
|       |                             |                       |
|       | By:                              | /s/ Bruce J. Mackey Jr.    |
|       |                             | Bruce J. Mackey Jr.        |
|       |                             | Treasurer, Chief Financial |
|       |                             | Officer and Assistant      |
|       |                             | Secretary                  |

** **

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**SUBTENANTS:**

**FIVESTAR QUALITY CARE-AZ, LLC, FIVE STAR QUALITY CARE-CA, LLC, FIVE STAR QUALITYCARE-CA II, LLC,**

**FIVESTAR QUALITY CARE-COLORADO, LLC,**

**FIVESTAR QUALITY CARE-CT, LLC, FIVE STAR QUALITY CARE-GA, LLC, FIVE STAR QUALITYCARE-IA, LLC, FIVE STAR QUALITY CARE-KS, LLC, FIVE STAR QUALITY CARE-MD, LLC,FIVE STAR QUALITY CARE-MO, LLC, FIVE STAR QUALITY CARE-NE, LLC, FIVE STARQUALITY CARE-NC, LLC FIVE STAR QUALITY CARE-WI, LLC, FIVE STAR QUALITY CARE-WY,LLC, FIVE STAR QUALITY CARE-VA, LLC, FIVE STAR QUALITY CARE-CA, INC., FIVE STARQUALITY CARE-IA, INC.,**

**FIVESTAR QUALITY CARE-NE, INC.,**

**MORNINGSIDEOF GALLATIN, LLC, THE HEARTLANDS RETIREMENT COMMUNITY — ELLICOTT CITY I, INC. and**

**MORNINGSIDEOF BELMONT, LLC**
|        | By:    | /s/ Bruce J. Mackey Jr.    |
|--------|--------|----------------------------|
|   |   | Bruce J. Mackey Jr.        |
|   |   | Treasurer, Chief Financial |
|   |   | Officer and Assistant      |
|   |   | Secretary of each of the   |
|   |   | foregoing entities         |

** **

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**MORNINGSIDEOF ANDERSON, L.P., MORNINGSIDE OF ATHENS, LIMITED PARTNERSHIP, MORNINGSIDE OFCOLUMBUS, L.P., MORNINGSIDE OF DALTON, LIMITED PARTNERSHIP, MORNINGSIDE OFEVANS, LIMITED PARTNERSHIP, MORNINGSIDE OF GREENWOOD, L.P. and MORNINGSIDE OFKENTUCKY, LIMITED PARTNERSHIP**
|        | By:    | LifeTrust America, Inc.,   |
|--------|--------|----------------------------|
|   |   | General Partner of each of |
|   |   | the foregoing entities     |
|   |   |                       |
|   |   |                       |
|   |   | By:                        | /s/ Bruce J. Mackey Jr. |
|   |   |                       | Bruce J. Mackey Jr. |
|   |   |                       | Treasurer, Chief |
|   |   |                       | Financial Officer and |
|   |   |                       | Assistant  Secretary |
|   |   |                       |

 

**MORNINGSIDE OF BELLGRADE, RICHMOND,LLC, MORNINGSIDE OF CHARLOTTESVILLE, LLC, MORNINGSIDE OF NEWPORT NEWS, LLC andMORNINGSIDE OF SKIPWITH — RICHMOND, LLC**
|        | By:    | LifeTrust America, Inc., |
|--------|--------|--------------------------|
|   |   | Member of each of the    |
|   |   | foregoing entities       |
|   |   |                     |
|   |   |                     |
|   |   | By:                      | /s/ Bruce J. Mackey Jr. |
|   |   |                     | Bruce J. Mackey Jr. |
|   |   |                     | Treasurer, Chief |
|   |   |                     | Financial Officer and |
|   |   |                     | Assistant Secretary |
|   |   |                     |

** **

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**LANDLORD:**

**HRES2 PROPERTIES TRUST,**

**SPTIHS PROPERTIES TRUST,**

**SPT-MICHIGAN TRUST,**

**SPTMNR PROPERTIES TRUST,**

**SNH CHS PROPERTIES TRUST,**

**ELLICOTT CITY LAND I, LLC,**

**ELLICOTT CITY LAND II, LLC,**

**SNH/LTA PROPERTIES TRUST and**

**SNH/LTAPROPERTIES GA LLC**
|        | By:    | /s/ John R. Hoadley      |
|--------|--------|--------------------------|
|   |   | John R. Hoadley          |
|   |   | Treasurer of each of the |
|   |   | foregoing entities       |

 

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The followingexhibit and schedules have been omitted and will be supplementally furnished tothe Securities and Exchange Commission upon request:

Exhibit A

Schedule 1

Schedule 2

Schedule 3

Schedule 4

Schedule 5

Schedule6

** **

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