8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report: June 23, 2011

(Date of earliest event reported)

SUN COMMUNITIES, INC.

(Exact name of registrant as specified in its charter)

Maryland	1-12616	38-2730780
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

27777 Franklin Rd.
Suite 200
Southfield, Michigan	48034
(Address of Principal Executive Offices)	(Zip Code)

(248) 208-2500

 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On June 23, 2011, Sun Communities, Inc. (the “Company”), through its primary operating subsidiary, Sun Communities Operating Limited Partnership (“SCOLP”), acquired 17 manufactured home communities and 1 recreational vehicle community from certain entities (collectively “Kentland”) controlled by Kentland Corporation, Wilbur A. Lettinga, William B. Lettinga and Michael Lettinga for approximately $142.3 million. The Company acquired the communities, personal property and other intangibles associated with the communities from Kentland.  In connection with these transactions, the Company assumed $52.6 million of existing debt, paid off $24.8 million of existing debt, issued $45.5 million of preferred OP units in SCOLP and paid $19.4 million in cash. The preferred OP units carry an annual yield of 5.10 percent for the first two years and 6.00 percent thereafter and are convertible into shares of the Company’s common stock at a conversion price of $41 per share.  The acquisition includes 191 manufactured homes and $3.5 millionof chattel notes collateralized by manufactured homes.  The 18 Kentland communities are located in western Michigan and comprise 5,042 manufactured home sites and 281 recreational vehicle sites. The Company’s assumption of $5.6 million of the $52.6 million of assumed debt related to two of the 18 Kentland communities is pending completion of the final documentation with the lender, which is expected within the next few days.

In connection with the Kentland transactions, on June 23, 2011, six indirect operating subsidiaries (collectively, the “Borrowers”) of the Company completed a mortgage financing by entering into Loan Agreements (the “Loan Agreements”) with Bank of America, N.A. (the “Lender”), as described in more detail in Item 2.03 below. The Borrowers are Cider Mill Village Mobile Home Park, LLC, Country Hills Village Mobile Home Park, LLC, Country Meadows Village Mobile Home Park, LLC, Sun Orange City LLC, Pinebrook Village Mobile Home Park, LLC, and Windsor Woods Village Mobile Home Park, LLC.

The foregoing description of the transactions with Kentland is not complete and is qualified in its entirety by reference to the exhibits to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

As disclosed under Item 1.01 above, on June 23, 2011, the Company acquired 17 manufactured home communities and 1 recreational vehicle community from certain entities controlled by Kentland Corporation, Wilbur A. Lettinga, William B. Lettinga and Michael Lettinga for approximately $142.3 million.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.  

Under the Loan Agreements and related Promissory Notes, the Borrowers have borrowed an aggregate of $22.9 million from the Lender, comprised of a $15.5 million loan to Cider Mill Village Mobile Home Park, LLC, Country Hills Village Mobile Home Park, LLC, Country Meadows Village Mobile Home Park, LLC and Sun Orange City LLC (the “Cider Mill Loan”) and a $7.4 million loan to Pinebrook Village Mobile Home Park, LLC and Windsor Woods Village Mobile Home Park, LLC (the “Pinebrook Loan”).

Cider Mill Loan

The unpaid principal amount owing under the Cider Mill Loan bears interest at a rate equal to LIBOR plus two hundred seventy five (275) basis points per annum. Beginning April 1, 2012, and on the first day of each calendar month thereafter until the Cider Mill Loan is paid in full, the Borrowers thereunder are obligated to repay $32,200. All unpaid principal and interest on the Cider Mill Loan is due on June 1, 2015.  At the Lender’s option, the Cider Mill Loan will become immediately due and payable upon an event of default under the Loan Agreement.

The Cider Mill Loan is secured by mortgages encumbering four manufactured housing communities comprised of real and personal property owned by the Borrowers thereunder.  Additionally, SCOLP provided a guaranty of certain non-recourse carveout obligations of the Borrowers.

Pinebrook Loan

The unpaid principal amount owing under the Pinebrook Loan bears interest at a rate equal to LIBOR plus three hundreed (300) basis points per annum. Beginning June 1, 2012, and on the first day of each calendar month thereafter until the Pinebrook Loan is paid in full, the Borrowers thereunder are obligated to repay $14,600. All unpaid principal and interest on the Pinebrook Loan is due on December 1, 2012, provided that the Borrowers have an option to extend the due date of the Pinebrook Loan to June 1, 2015 upon the satisfaction of certain conditions, including the payment of an extension fee and compliance with a minimum debt service coverage ratio.  At the Lender’s option, the Pinebrook Loan will become immediately

due and payable upon an event of default under the Loan Agreement.

The Pinebrook Loan is secured by mortgages encumbering two manufactured housing communities comprised of real and personal property owned by the Borrowers thereunder.  Additionally, SCOLP provided a guaranty of certain non-recourse carveout obligations of the Borrowers.

The foregoing description of these financings is not complete and is qualified in its entirety by reference to the exhibits to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01	Other Events
On June 29, 2011, the Company issued a press release, furnished as Exhibit 99.1 and incorporated herein by reference, announcing the June 23, 2011 acquisition of the Kentland communities, further described in Item 1.01 above.  The information contained in this Item 8.01 on Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended.
Item 9.01	Financial Statements and Exhibits.

(d)                    Exhibits.

Exhibit No.	Description
2.1	Master Contribution Agreement dated April 1, 2011 by and among Sun Communities, Inc., Sun Communities Operating Limited Partnership, and Kentland Corporation, Wilbur A. Lettinga, William B. Lettinga and Michael Lettinga
2.2	Contribution Agreement (Tamarac Village) dated as of May 5, 2011 by and among Tamarac Village Holding Company MHP Holding Company #2, LLC, Tamarac Village Holding Company MHP Holding Company #1, LLC, Tamarac Village Mobile Home Park Limited Partnership, and  Sun Communities Operating Limited Partnership (form of Contribution Agreement for the following properties: Apple Carr Village, Brookside Village, Dutton Mill Village, Hickory Hills Village, Holiday West Village, Leisure Village, Oak Island Village, Southwood Village, Sycamore Village, Warren Dunes Village and Waverly Shores Village)
2.3	Contribution Agreement (Country Meadows Village) dated as of May 5, 2011 by and among Country Meadows Village Holding Company MHP Holding Company #2, LLC, Country Meadows Village Holding Company MHP Holding Company #1, LLC, Country Meadows Village Mobile Home Park Limited Partnership, and  Sun Communities Operating Limited Partnership (form of Contribution Agreement for the following properties: Cider Mill Village, Country Hills Village, Hidden Ridge RV Park, Pinebrook Village and Windsor Woods Village)
2.4	Membership Interest Purchase Agreement dated as of June 23, 2011 by and among Wilbur A. Lettinga, William B. Lettinga, Michael Lettinga and  Sun Home Services, Inc.
4.1	Registration Rights Agreement dated June 23, 2011 among Sun Communities, Inc., and the holders of Series A-1 Preferred Units that are parties thereto
10.1	Two Hundred Seventy Fifth Amendment to the Second Amended and Restated Limited Partnership Agreement of Sun Communities Operating Limited Partnership dated as of June 23, 2011
10.2	Term Loan Agreement dated June 23, 2011 among Cider Mill Village Mobile Home Park, LLC, Country Hills Village Mobile Home Park, LLC, Country Meadows Village Mobile Home Park, LLC, Sun Orange City LLC and Bank of America, N.A.
10.3	Promissory Note, dated June 23, 2011, in the original principal amount of $15,530,000, made by Cider Mill Village Mobile Home Park, LLC, Country Hills Village Mobile Home Park, LLC, Country Meadows Village Mobile Home Park, LLC and Sun Orange City LLC in favor of Bank of America, N.A.
10.4	Term Loan Agreement dated June 23, 2011 among Pinebrook Village Mobile Home Park, LLC, Windsor Woods Village Mobile Home Park, LLC and Bank of America, N.A.
10.5	Promissory Note, dated June 23, 2011, in the original principal amount of $7,400,000, made by Pinebrook Village Mobile Home Park, LLC, Windsor Woods Village Mobile Home Park, LLC in favor of Bank of America, N.A.
99.1	Press release issued June 29, 2011

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	SUN COMMUNITIES, INC.
Dated: June 29, 2011	By:	/s/ Karen J. Dearing
		Karen J. Dearing, Executive Vice President, Chief Financial Officer, Secretary and Treasurer

EXHIBIT INDEX

Exhibit No.	Description
2.1	Master Contribution Agreement dated April 1, 2011 by and among Sun Communities, Inc., Sun Communities Operating Limited Partnership, and Kentland Corporation, Wilbur A. Lettinga, William B. Lettinga and Michael Lettinga
2.2	Contribution Agreement (Tamarac Village) dated as of May 5, 2011 by and among Tamarac Village Holding Company MHP Holding Company #2, LLC, Tamarac Village Holding Company MHP Holding Company #1, LLC, Tamarac Village Mobile Home Park Limited Partnership, and  Sun Communities Operating Limited Partnership (form of Contribution Agreement for the following properties: Apple Carr Village, Brookside Village, Dutton Mill Village, Hickory Hills Village, Holiday West Village, Leisure Village, Oak Island Village, Southwood Village, Sycamore Village, Warren Dunes Village and Waverly Shores Village)
2.3	Contribution Agreement (Country Meadows Village) dated as of May 5, 2011 by and among Country Meadows Village Holding Company MHP Holding Company #2, LLC, Country Meadows Village Holding Company MHP Holding Company #1, LLC, Country Meadows Village Mobile Home Park Limited Partnership, and  Sun Communities Operating Limited Partnership (form of Contribution Agreement for the following properties: Cider Mill Village, Country Hills Village, Hidden Ridge RV Park, Pinebrook Village and Windsor Woods Village)
2.4	Membership Interest Purchase Agreement dated as of June 23, 2011 by and among Wilbur A. Lettinga, William B. Lettinga, Michael Lettinga and  Sun Home Services, Inc.
4.1	Registration Rights Agreement dated June 23, 2011 among Sun Communities, Inc., and the holders of Series A-1 Preferred Units that are parties thereto
10.1	Two Hundred Seventy Fifth Amendment to the Second Amended and Restated Limited Partnership Agreement of Sun Communities Operating Limited Partnership dated as of June 23, 2011
10.2	Term Loan Agreement dated June 23, 2011 among Cider Mill Village Mobile Home Park, LLC, Country Hills Village Mobile Home Park, LLC, Country Meadows Village Mobile Home Park, LLC, Sun Orange City LLC and Bank of America, N.A.
10.3	Promissory Note, dated June 23, 2011, in the original principal amount of $15,530,000, made by Cider Mill Village Mobile Home Park, LLC, Country Hills Village Mobile Home Park, LLC, Country Meadows Village Mobile Home Park, LLC and Sun Orange City LLC in favor of Bank of America, N.A.
10.4	Term Loan Agreement dated June 23, 2011 among Pinebrook Village Mobile Home Park, LLC, Windsor Woods Village Mobile Home Park, LLC and Bank of America, N.A.
10.5	Promissory Note, dated June 23, 2011, in the original principal amount of $7,400,000, made by Pinebrook Village Mobile Home Park, LLC, Windsor Woods Village Mobile Home Park, LLC in favor of Bank of America, N.A.
99.1	Press release issued June 29, 2011

EX-2.1

MASTER CONTRIBUTION AGREEMENT

THIS MASTER CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of April 1, 2011 by and among SUN COMMUNITIES, INC., a Maryland corporation (“SCI”), SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP, a Michigan limited partnership (“SCOLP” and, together with SCI, the “Sun Group”), and KENTLAND CORPORATION, a Michigan corporation (“KC”), WILBUR A. LETTINGA, WILLIAM B. LETTINGA and MICHAEL LETTINGA (collectively with KC, the “Principals”).

RECITALS:

A.           The Principals, through one or more other entities controlled by the Principals, own (i) a controlling interest in fourteen (14) limited partnerships which are identified herein as the “Kentland Partnerships”, (ii) a controlling interest in four (4) limited liability companies which are identified herein as the “Kentland LLCs”, and (iii) a controlling interest in Pinebrook Village Mobile Home Park, Inc. (“Pinebrook Village”);

B.           The Kentland Partnerships, the Kentland LLCs and Pinebrook Village (collectively, the “Project Entities”) own eighteen (18) manufactured home communities and one (1) recreational vehicle community (collectively the “Communities”).

C.           The Principals desire to contribute, or cause the contribution of, the equity interests of the Project Entities to SCOLP, and SCOLP, through one or more of its affiliates, desires to accept the contribution of the equity interests of the Project Entities, in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, the parties agree as follows:

1.           Definitions

Capitalized terms used but not otherwise defined herein shall have the following meanings:

(a)           “Assumed Debt” means all indebtedness either secured by first mortgage liens on the Communities or otherwise pertaining to the Communities as of the Closing, as set forth on the attached Exhibit B.

(b)           “Code” means the Internal Revenue Code of 1986, as amended.

(c)           “GAAP” means United States generally accepted accounting principles as in effect from time to time.

(d)           “Governmental Authority” means any United States federal, national, state, local or other government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body.

(e)           “Issue Price” means the initial price per Unit as defined in the amendment to Partnership Agreement attached as Exhibit I.

(f)           “Partnership Agreement” means the Second Amended and Restated Limited Partnership Agreement of SCOLP, as amended.

               (g)           “Preferred OP Units” means Series A-1 Preferred OP Units in SCOLP, with the rights, preferences and other terms set forth in the Partnership Agreement (it being understood among the parties that the applicable rate of preferred return on the Preferred OP Units increases from 5% to 6% in the third year in order to address the Principals’ concern with rising interest rates in the future).

(h)           “SEC” means the United States Securities and Exchange Commission

(i)           “Straddle Period” means any Tax period that begins on or before and ends after the date of Closing.

(j)           “Tax” or “Taxes” means any and all federal, state, local or foreign taxes, fees, levies, duties, tariffs, imposts, and governmental impositions or charges of any kind in the nature of (or similar to) taxes, including, without limitation, income, franchise, profits, gross receipts, ad valorem, net worth, value added, sales, use, service, real or personal property, special assessments, capital stock, license, payroll, withholding, employment, social security, workers’ compensation, unemployment compensation, utility, severance, production, excise, stamp, occupation, premiums, windfall profits, transfer and gains taxes, together with any interest, penalties, and additions to tax imposed with respect thereto.

(k)           “Tax Returns” means any and all returns, reports and forms (including elections, declarations, amendments, schedules, information returns or attachments thereto) required to be filed with a taxing authority with respect to Taxes.

2.           Ownership of the Communities

2.1           The Communities and the Project Entities

The Principals confirm that the names of the Communities, their locations, number of sites, and the Project Entities which own them are set forth respectively in the following table:

Community	Location/Sites	Project Entity
Apple Carr Village	Muskegon, Michigan 529 sites	Apple-Carr Village Mobile Home Park Limited Partnership
Brookside Village	Kentwood, Michigan 196 sites	Brookside Village Mobile Home Park Limited Partnership
Cider Mill Village	Middleville, Michigan 258 sites	Cider Mill Village Mobile Home Park Limited Partnership
Country Hills Village	Jamestown, Michigan 239 sites	Country Hills Village Mobile Home Park Limited Partnership
Country Meadows Village	Caledonia, Michigan 307 sites	Country Meadows Village Mobile Home Park, LLC
Dutton Mill Village	Caledonia, Michigan 307 sites	Dutton Mill Village Limited Partnership

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Community	Location/Sites	Project Entity
Hickory Hills Village	Battle Creek, Michigan 283 sites	Hickory Hills Village Limited Partnership
Hidden Ridge RV Park	Hopkins, Michigan 281 sites	Hidden Ridge An RV Community, LLC
Holiday West Village	Holland, Michigan 341 sites	Holiday West Village Mobile Home Park Limited Partnership
Leisure Village	Belmont, Michigan 237 sites	Leisure Village Mobile Home Park
Oak Island Village	East Lansing, Michigan 250 sites	Oak Island Village Mobile Home Park Limited Partnership
Orchard Hills Village	Fennville, Michigan 167 sites	Orchard Hills Village Mobile Home Park Limited Partnership
Pinebrook Village	Grand Rapids, Michigan 185 sites	Pinebrook Village Mobile Home Park, Inc.
Southwood Village	Grand Rapids, Michigan 394 sites	Southwood Village Mobile Home Park, II, A Limited Partnership
Sycamore Village	Mason, Michigan 396 sites	Sycamore Village Mobile Home Park Limited Partnership
Tamarac Village	Ludington, Michigan 292 sites	Tamarac Village Mobile Home Park Limited Partnership
Warren Dunes Village	Bridgman, Michigan 188 sites	Warren Dunes Village MHP, LLC
Waverly Shores Village	Holland, Michigan 326 sites	Waverly Shores Village Mobile Home Park Limited Partnership
Windsor Woods Village	Wayland, Michigan 314 sites	Windsor Woods Village Mobile Home Park Limited Partnership

2.2           Ownership Structure

The Principals confirm that Exhibit A sets forth, in diagrammatic form, the ownership structure of each of the Communities.

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3.           Acquisition and Conveyance

3.1           Pre-Closing Restructuring

(a)           Prior to the Closing (as defined below), the Principals shall cause all of the partnership interests in each Kentland Partnership (both general and limited partnership interests) to be contributed to a newly created Michigan limited liability company (a “Holding Company”), in exchange for membership interests in such Holding Company.  One or more of the general partners(s) of a Kentland Partnership shall become the managers of the resulting Holding Company.  For instance, the partnership interests in Apple-Carr Village Mobile Home Park Limited Partnership shall be contributed to a Holding Company by the name of Apple Carr Village MHP Holding Company #1, LLC and Wilbur A. Lettinga shall be a manager of such new entity.  As a result of such restructuring, each Kentland Partnership will become a wholly owned subsidiary of a Holding Company.  Concurrently with such restructuring, the Principals shall cause Articles of Organization and Certificates of Conversion to be filed with the Michigan Department of Energy, Labor & Economic Growth for each Kentland Partnership, converting such entity into a Michigan limited liability company with the same or substantially similar name as the former limited partnership.

(b)           Prior to the Closing, the Principals shall cause all of the membership interests in each Kentland LLC to be contributed to a Holding Company in exchange for membership interests in such Holding Company.  As a result of such restructuring, each Kentland LLC will become a wholly owned subsidiary of a Holding Company.

(c)           Prior to the Closing, the Principals shall cause all of the shares of capital stock of Pinebrook Village to be contributed to Pinebrook Parent, Inc., a newly formed Michigan corporation (“Pinebrook Parent”), in exchange for shares of capital stock of Pinebrook Parent.  The Principals shall cause Pinebrook Parent to elect to be treated as a Subchapter S Corporation under the Code, and shall cause Pinebrook Village to elect status as a Qualified Subchapter S Subsidiary under the Code.  Immediately after such restructuring, the Principals shall cause Articles of Organization and a Certificate of Conversion (or other appropriate document) to be filed with the Michigan Department of Energy, Labor & Economic Growth converting Pinebrook Village into a Michigan limited liability company with the same or substantially similar name.

(d)           Prior to the Closing, the Principals shall assign and transfer to a separate limited liability company for the account of the Principals and the appropriate investors all cash, cash equivalents and miscellaneous accounts receivable (other than the MH Loans) held by the Kentland Partnerships, the Kentland LLCs and/or Pinebrook Village; provided, however, that such entities shall retain the cash necessary to satisfy their obligations under Section 6.1 of their respective Contribution Agreements (as defined below).

3.2           Contribution of Membership Interests

(a)           At the Closing, the Principals shall contribute, or cause to be contributed, to SCOLP, and SCOLP shall accept the contribution of, all of the membership interests in each of the Holding Companies (collectively, the “Membership Interests-Holding Companies”) in accordance with the terms of the Contribution Agreements.

(b)           At the Closing, the Principals shall contribute, or cause to be contributed to, SCOLP, and SCOLP shall accept the contribution of, all of the membership interests in Pinebrook Village held by Pinebrook Parent (the “Membership Interests-Pinebrook”) in accordance with the terms of the applicable Contribution Agreement.

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4.           Agreed Value for the Contribution of Equity Interests

4.1           Agreed Value

(a)           The total agreed value (the “Agreed Value”) for the contribution of the Membership Interests-Holding Companies and the Membership Interests-Pinebrook (collectively, the “Contributed Property”) shall be an amount equal to One Hundred Thirty Eight Million Dollars ($138,000,000.00) less the amount of the debt on the Principals’ West Olive Village community as of the Closing.

(b)           The parties acquiring the Contributed Property (the “Acquiring Parties”) shall pay the Agreed Value to the parties who own the Contributed Property (the “Conveying Parties”), as follows:

(1)           SCOLP shall effectively assume the outstanding principal amount (exclusive of assumption fees and expenses) of all Assumed Debt by owning the Membership Interests-Holding Companies and Membership Interests-Pinebrook; and

(2)           The balance of the Agreed Value shall be paid in the form of Preferred OP Units with an aggregate Issue Price equal to that sum.

4.2           Allocation of Net Consideration

The Agreed Value shall be allocated among the Project Entities as set forth in the individual Contribution Agreements and as further allocated among real property, personal property and goodwill as set forth in the individual Contribution Agreements.

4.3           Closing Adjustments and Prorations

The amount of Agreed Value to be paid or delivered at Closing shall be increased or decreased, as appropriate, by the prorations and adjustments provided for in the Contribution Agreements.

5.           Contribution Agreements

5.1           Contribution Agreements

Within fourteen (14) days after the execution and delivery of this Agreement, the Conveying Parties and the Acquiring Parties shall enter into Contribution Agreements substantially in the form of Exhibit C, providing for the contribution of the Membership Interests-Holding Companies and Membership Interests-Pinebrook, as applicable (collectively, the “Contribution Agreements”).

5.2           Transactions are “All or None”

Each Contribution Agreement constitutes a separate contract which is independent of this Agreement and the other Contribution Agreements, and no party to any such Contribution Agreement shall have any liability under this Agreement or any other Contribution Agreement unless such party is also a party thereto.  No Acquiring Party may exercise any right to terminate a Contribution Agreement unless all Acquiring Parties terminate all Contribution Agreements, and no Conveying Party may exercise any right to terminate a Contribution Agreement unless all Conveying Parties terminate all Contribution Agreements. Each Contribution Agreement shall contain a provision consistent with this Section 5.2, and the Principals and the Sun Group,

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respectively, will exercise, or cause to be exercised, the termination rights of the Conveying Parties and the Acquiring Parties consistent herewith and therewith.

6.           Representations and Warranties

6.1           Representations and Warranties of Principals

The Principals, jointly and severally, hereby represent and warrant to the Sun Group as of the date hereof, and as of the Closing Date, the following with the understanding that each of the representations and warranties are material and have been relied on by the Sun Group in connection herewith:

(a)           Each of the Project Entities has been duly formed and is validly existing as a limited partnership, limited liability company or corporation, as applicable, in good standing under the laws of the State of Michigan or, in the case of Warren Dunes Village MHP, LLC, the State of Delaware, and has the power and authority to own, lease and operate its properties and to conduct its business and to enter into and perform its obligations under this Agreement and each of the Contribution Agreements to which it is a party or by which it is bound.

(b)           Subject to execution of appropriate mortgage assumption documents, neither the performance of the Principals’ obligations hereunder nor the performance of the Conveying Parties’ obligations under the Contribution Agreements, including, without limitation, the conveyance of the Contributed Property as herein and therein contemplated, violates or will violate (i) any constituent documents of a Principal and/or a Project Entity, (ii) any contract, agreement or instrument to which a Principal and/or a Project Entity is a party or bound, or (iii) any applicable law, regulation, ordinance, order or decree.

(c)           This Agreement is the legal, valid and binding obligation of each of the Principals, enforceable against each in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting enforcement of creditors’ rights generally or by general equity principles.  The Principals have full right, power and authority to enter into this Agreement and to carry out the transactions contemplated herein.  Each person who executes this Agreement and other documents and instruments in connection herewith for or on behalf of a Principal has or will have due power and authority to so act.

(d)           Since December 31, 2009, there has been no material adverse change in the financial condition, properties, assets, liabilities, operations or business of any Project Entity, nor has any other event, fact, condition or claim occurred or been threatened which has or may reasonably be expected to have a material adverse effect on the financial condition, properties, assets, liabilities, business, operations or prospects of any Project Entity.

(e)           There are no claims, actions, suits, arbitrations, inquiries or proceedings pending, or, to the Knowledge of the Principals, threatened, against a Project Entity or involving any of the Contributed Property or any Community before any Governmental Authority, including, without limitation, claims by any partners, members, stockholders or creditors against any of them or against any Community, or claims questioning the validity of this Agreement, the transactions it contemplates, or any action taken or to be taken pursuant to its terms.

(f)           All foreign, United States federal, state and material local Tax Returns required to have been filed by or with respect to the Project Entities or the Contributed Property have been timely filed (taking into account any extension of time to file granted or obtained), and all such Tax Returns are correct and complete in all material respects.All Taxes due and payable by the Project Entities or with respect to the Contributed Property have been paid or will be

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timely paid when due.  No deficiency for any Tax has been asserted or assessed by a Governmental Authority in writing against the Project Entities or with respect to the Contributed Property that has not been satisfied by payment, settled or withdrawn.

(g)           The owners of the Project Entities are specified on the attached Exhibit A and, to the knowledge of the Principals, no other individual or entity has any ownership rights (beneficial, record or otherwise) in or to the Project Entities.  The Holding Companies and Pinebrook Parent are simply holding companies that have never conducted any business operations and own no assets other than equity interests in the Project Entities and Pinebrook Village.

(h)           The Principals have previously furnished, or made available, to the Sun Group a true, correct and complete copy of each constituent document or agreement of the Project Entities.

(i)           The attached Exhibit D sets forth a correct and complete list of each document, agreement or instrument relating to the Assumed Debt, including, without limitation, all promissory notes, mortgages, security agreements and assignments of leases and rentals.

(j)           Any redemption or purchase of equity interests in a Project Entity by, or at the direction of, the Principals was completed in accordance with all applicable federal and state securities laws and the transferring partner/member/shareholder received, or had access to, all information necessary to make an informed investment decision.

(k)           Each of the Principals and each of the Conveying Parties is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “1933 Act”).

(l)           Each of the Principals is acquiring the Preferred OP Units for its own account and not with a view to any distribution or resale thereof in violation of any securities law.  Each of the Principals acknowledges that it has received, or has had full access to, all information which it considers necessary or advisable to enable it to make a decision concerning its acquisition of the Preferred OP Units, provided that the foregoing shall not limit or otherwise affect the rights or remedies of any Principal hereunder with respect to the breach of any representations, warranties, covenants or agreements of any member of the Sun Group contained herein.  Each of the Principals further acknowledges that the Preferred OP Units have not been registered under the 1933 Act or under the securities laws of any other jurisdiction, and therefore may not be resold unless they are subsequently registered under the 1933 Act and any applicable state blue sky law or an exemption from registration is available under the 1933 Act and any applicable state blue sky law.

(m)           The information concerning the Principals, the Project Entities and the Communities set forth in this Agreement and any certificate furnished or to be furnished to the Sun Group pursuant hereto or any Contribution Agreement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated herein or therein or necessary to make the statements and facts contained herein or therein, in light of the circumstances in which they were made, not misleading.

For purposes of this Agreement the term “to the knowledge of the Principals” and similar phrases shall mean to the actual knowledge of the Principals after reasonable inquiry under the circumstances.  All of the foregoing representations and warranties shall be deemed to be reaffirmed as of the Closing Date unless prior to the Closing the Principals deliver written notice to the contrary to the Sun Group.

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6.2           Representations and Warranties of Sun Group

SCI and SCOLP, jointly and severally, hereby represent and warrant to the Principals as of the date hereof, and as of the Closing Date, the following with the understanding that each of the representations and warranties are material and have been relied on by the Principals in connection herewith:

(a)           SCI has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland, and has the corporate power and authority to own, lease and operate its properties and to conduct its business and to enter into and perform its obligations under this Agreement and each of the Contribution Agreements to which it is a party or by which it is bound.

(b)           SCOLP has been duly formed and is validly existing as a limited partnership in good standing under the laws of the State of Michigan and has the power and authority to own, lease and operate its properties and to conduct its business and to enter into and perform its obligations under this Agreement and each of the Contribution Agreements to which it is a party or by which it is bound.

(c)            Neither this Agreement nor the performance of the Sun Group’s obligations hereunder violates or will violate (i) any constituent documents of the Sun Group, (ii) any contract, agreement or instrument to which SCI and/or SCOLP is a party or bound, or (iii) any applicable law, regulation, ordinance, order or decree.

(d)           This Agreement has been duly authorized, executed and delivered by each member of the Sun Group and constitutes the legal, valid and binding obligation of each such member, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting enforcement of creditors’ rights generally or by general equity principles.

(e)           The Sun Group has previously furnished, or made available, to the Principals a true, correct and complete copy of SCOLP’s Second Amended and Restated Limited Partnership, together with all amendments (other than those amendments that simply change the information set forth in Exhibit A attached thereto).

(f)           SCI has been and is organized in conformity with the requirements for qualification and taxation as a real estate investment trust (“REIT”) under the Code, and its method of operation has at all times enabled SCI to qualify as a REIT under the Code, and SCI intends to continue to so qualify.

(g)           SCI and SCOLP have made available to the Principals (by public filing with the SEC or otherwise) a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by SUI with the SEC since January 1, 2009 (the "SEC Documents").  The SEC Documents were filed with the SEC in a timely manner and constitute all forms, reports and documents required to be filed by SUI under the 1933 Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder since January 1, 2009. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1933 Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Documents and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later SEC Documents

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filed and publicly available prior to the Closing.  The consolidated financial statements of SUI and SCOLP included in the SEC Documents complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly presented, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material), the consolidated financial position of SUI and SCOLP, taken as a whole, as of their respective dates and the consolidated statements of income and the consolidated cash flows of SUI and SCOLP for the periods presented therein.

(h)           The authorized capital stock of SUI and the shares thereof issued and outstanding are as set forth in the SEC Documents as of the dates reflected therein.  All of the outstanding shares of Common Stock of SUI have been duly authorized and validly issued, and are fully paid and nonassessable.

(i)           Except as disclosed in the SEC Documents, there are no claims, actions, suits, arbitrations, inquiries or proceedings pending, or, to the actual knowledge of any executive officer of SUI, threatened, against SUI or SCOLP before any Governmental Authority that could reasonably be expected to have a material adverse effect on the financial condition, properties, assets, liabilities, business, operations or prospects of the Sun Group.

(j)           SCOLP is acquiring the Membership Interests-Holding Companies and Membership Interests-Pinebrook from the applicable owners thereof for its own account and not with a view to any distribution or resale thereof in violation of any securities law.  SCOLP acknowledges that it has received, or had access to all information which it considers necessary or advisable to enable it to make a decision concerning its purchase of the Membership Interests-Holding Companies and Membership Interests-Pinebrook, provided that the foregoing shall not limit or otherwise affect the rights or remedies of any member of the Sun Group hereunder with respect to the breach of any representations, warranties, covenants or agreements of any Principal or Project Entity contained herein.  SCOLP further acknowledges that the Membership Interests-Holding Companies and Membership Interests-Pinebrook have not been registered under the 1933 Act or under the securities laws of any other jurisdiction, and therefore may not be resold unless they are subsequently registered under the 1933 Act and any applicable state blue sky law or an exemption from registration is available under the 1933 Act and any applicable state blue sky law.

(k)           The information concerning the Sun Group and each member thereof set forth in this Agreement and any certificate furnished or to be furnished to the Principals or the Project Entities pursuant hereto or any Contribution Agreement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated herein or therein or necessary to make the statements and facts contained herein or therein, in light of the circumstances in which they were made, not misleading.

All of the foregoing representations and warranties shall be deemed to be reaffirmed as of the Closing Date unless prior to the Closing the Sun Group delivers written notice to the contrary to the Principals.

7.           Covenants

7.1           Covenants of Principals

In addition to their other obligations under this Agreement, the Principals covenant and agree to and with the Sun Group as follows:

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(a)           Subject to the satisfaction of the specific conditions to the obligations of the Conveying Parties set forth in the Contribution Agreements, the Principals shall cause, and shall take all actions reasonably necessary to cause, the Conveying Parties to perform their respective obligations and agreements and shall not take any action, or permit any Conveying Party to take any action, impairing the ability of the Conveying Parties to satisfy all conditions to consummation of the transactions contemplated herein and therein, all as set forth in the Contribution Agreements.

(b)           The Principals shall promptly give the Sun Group notice of any event or condition which causes, or may be reasonably anticipated to cause (i) any representation or warranty made by the Principals herein or by any Conveying Party under any Contribution Agreement to be untrue in any material respect, (ii) any change in the residence of any Principal or the status of any Principal as an “accredited investor,” or (iii) any prohibition against or impairment of the performance of any obligation or satisfaction of any condition to be performed or satisfied by any Conveying Party under any Contribution Agreement.

(c)           The Principals shall not cause, permit or suffer any change in ownership or control of any of the Conveying Parties or any change in the agreements and instruments governing such Conveying Parties, without the prior written consent of SCOLP, which shall not be unreasonably withheld.

(d)          From the date hereof through May 31, 2011 (or such later date as the parties may specify), the Principals shall not, and shall not permit their officers, directors, equity holders, advisors or representatives (including, without limitation, Robert W. Baird & Co.) to, directly or indirectly, solicit or entertain offers from, negotiate with or in any manner encourage, discuss, accept or consider any proposal of any other person or entity (other than the Sun Group) relating to the subject matter of this Agreement or the sale, recapitalization, liquidation, financing, acquisition or similar transaction of, involving or relating to all or any portion of the Contributed Property (other than in the ordinary course of business).  The Principals shall promptly notify the Sun Group regarding any contact between the Principals or their respective representatives and any person or entity regarding any such offer or proposal.

7.2           Joint Covenant of Principals and Sun Group.

(a)           Having been appropriately advised by their respective legal and tax counsel, the Principals, SCI and SCOLP mutually agree that the contribution of the Membership Interests-Holding Companies will be treated by all parties as a contribution to the capital of SCOLP in exchange for the Preferred OP Units and, as such, is not intended  to be a taxable sale or exchange of partnership interests with respect to the owners of such interests for U.S. federal income tax purposes and applicable state income tax purposes.  No party shall take a position on any U.S. federal income tax return or applicable state income tax return inconsistent with this treatment.   In addition, the Principals, SCI and SCOLP agree that the closing of each Holding Company’s taxable year shall be the date of contribution for U.S. federal income tax purposes and applicable state income tax purposes.

(b)           The Principals, SCI and SCOLP further acknowledge that the Taxes related to the portion of a Straddle Period with respect to the Project Entities ending on the Closing Date shall: (A) in the case of any real, personal and intangible ad valorem property Taxes (“Property Taxes”), be allocated in the manner described in Section 6.1 of the respective Contribution Agreements and (B) in the case of any Taxes other than Property Taxes be computed as if such taxable period ended as of the close of business on the date of Closing.

(c)          The Principals shall prepare and file all Tax Returns for the activities of each of the Holding Companies and Project Entities for any taxable period that ends on or before

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the date of Closing (the “Pre-Closing Date Tax Returns”) in a manner consistent with past practices and shall remit the Taxes shown as owing on such Pre-Closing Date Tax Returns in a due and timely manner.  The Principals shall submit such Pre-Closing Date Tax Returns to SCOLP at least ten (10) business days prior to the date such Pre-Closing Date Tax Returns are due (inclusive of all allowable extensions).  The Principals shall give due consideration to such changes as SCOLP reasonably requests and shall not file any Pre-Closing Date Tax Returns without SCOLP’s consent (which shall not be unreasonably withheld, conditioned or delayed).

(d)           SCOLP shall prepare and duly and timely file or cause to be duly and timely filed all Tax Returns for the activities of each of the Holding Companies and Project Entities for which the Principals do not have preparation and filing responsibility pursuant to this Section 7.2 (“Post-Closing Date Tax Returns”).  SCOLP shall provide the Principals with a copy of any Post-Closing Date Tax Return to be filed by or with respect to the Holding Companies or the Project Entities for any Straddle Period at least ten (10) business days prior to the date such Post-Closing Date Tax Return for a Straddle Period is due (inclusive of all allowable extensions).  SCOLP shall give due consideration to such changes as the Principals’ reasonably request and shall not file any Post-Closing Date Tax Returns  covering a Straddle Period without the Principals’ consent (which shall not be unreasonably withheld, conditioned or delayed).

7.3           Publicity

In addition to their other obligations under this Agreement, the Principals and the Sun Group, respectively, covenant and agree with each other that prior to the Closing, none of the Principals or the Sun Group or any of their respective affiliates, representatives or agents shall make or issue, or cause to be made or issued, any announcement or written statement concerning this Agreement or the transactions contemplated hereby for dissemination to the public without the prior consent of the other party.  This provision shall not apply, however, to any announcement or written statement required to be made by law or the regulations of any governmental entity, except that the party required to make such announcement shall, whenever practicable, consult with the other party concerning the timing and content of such announcement before such announcement is made.  The parties hereto shall mutually agree on the substance of any press releases concerning either the execution of this Agreement or the consummation of the transactions contemplated hereby to be disseminated to the public by the Principals or the Sun Group, or their representatives or agents on or about the date of the execution of this Agreement or on the Closing Date, as the case may be.

7.4           Indemnification of the Principals and the Conveying Parties

SCI and SCOLP, jointly and severally, shall indemnify, defend and hold harmless the Principals and their respective successors, assigns, constituent members and partners, employees, agents and representatives from and against any and all claims, penalties, damages, liabilities, actions, causes of action, costs and expenses (including reasonable attorneys’ fees and costs) arising out of, as a result of or as a consequence of any breach by the Sun Group of any of their representations, warranties, or obligations set forth herein or in any other document or instrument delivered by the Sun Group in connection with the consummation of the transactions contemplated herein.

7.5           Indemnification of the Sun Group

 The Principals, jointly and severally, shall indemnify, defend and hold harmless the members of the Sun Group and their respective successors, assigns, constituent members and partners, employees, agents and representatives from and against any and all claims, penalties, damages, liabilities, actions, causes of action, costs and expenses (including reasonable attorneys’ fees and costs) arising out of, as a result of or as a consequence of: (a) any breach by

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the Principals of any of their representations, warranties, or obligations set forth herein or in any other document or instrument delivered by the Principals in connection with the consummation of the transactions contemplated herein; and/or (b) any Fixed Claim (as defined in the Contribution Agreements) resulting from fraud or material misrepresentation, an Undisclosed Tax Liability Representation (as defined in the Contribution Agreements), a Title Representation (as defined in the Contribution Agreements) or a Failure to Perform (as defined in the Contribution Agreements).  Any paymentdue by the Principals pursuant to this Section 7.5 shall be made or satisfied from the following sources and in the following order of priority: (a) first, from the Preferred OP Units in accordance with the terms of the Contribution Agreements; and (b) second, any remaining deficiency shall be paid by the Principals, jointly and severally.

7.6           Remedies for Failure to Close

(a)           In the event (i) all or any of the Principals shall fail to perform their obligations under Section 3 or any of their obligations to close the transactions contemplated hereunder and all conditions then required hereunder for such obligation to perform shall have been satisfied, or waived by them, or (ii) any Conveying Party shall fail to perform any of its obligations to close the transactions contemplated by its respective Contribution Agreement and all conditions then required thereunder for such obligations to perform shall have been satisfied, or waived by it, the Sun Group and the Acquiring Parties, at their option and as their sole and exclusive remedies, shall be entitled to: (A) terminate this Agreement and the Contribution Agreements by written notice delivered to the Principals and recover from the Principals, as liquidated damages, the aggregate sum of One Million Dollars ($1,000,000.00), for such failure to close the transactions under this Agreement and the Contribution Agreements, and thereafter neither any Principal, any Conveying Party, any member of the Sun Group or any Acquiring Party shall have any further or other liability hereunder or under any Contribution Agreement, except to the extent expressly provided herein and therein; or (B) waive the default and proceed to consummate the transactions described in this Agreement and the Contribution Agreements.

(b)           In the event (i) the Sun Group and the Acquiring Parties do not elect to terminate this Agreement and the Contribution Agreements as permitted herein and therein, and (ii) all conditions then required hereunder for the obligation of the Acquiring Parties to acquire the Contributed Property pursuant to the Contribution Agreements have been satisfied, or waived by, the Acquiring Parties, and thereafter the Sun Group and the Acquiring Parties fail to perform their obligations under Section 3 or any of their obligations to close the transactions contemplated by this Agreement or the respective Contribution Agreements, the Principals and the Conveying Parties, as their sole and exclusive remedies, shall be entitled to terminate this Agreement and the Contribution Agreements by written notice delivered to the Sun Group and recover from the Sun Group, as liquidated damages, the aggregate sum of One Million Dollars ($1,000,000.00), for such failure to close the transactions under this Agreement and any and all of the Contribution Agreements, and thereafter neither any Principal, any Conveying Party, any member of the Sun Group or any Acquiring Party shall have any further or other liability hereunder or under any Contribution Agreement, except to the extent expressly provided herein and therein.

(c)           Each Principal, for itself, and on behalf of each Conveying Party, and each member of the Sun Group expressly (i) waives any and all other rights or remedies available to it by reason of any such failure to perform by any other party, whether arising at law, in equity, or otherwise (including, without limitation, any right to a suit for damages (other than liquidated damages as provided above) and (ii) agrees that the actual damages which might be incurred by the Sun Group and the Acquiring Parties or the Principals and the Conveying Parties, as applicable, by reason of any such failure to perform, are and would be difficult or impossible to ascertain and that the applicable amount specified above is a fair and reasonable estimate of such damages.

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8.           Closing Conditions

8.1           Conditions to Sun Group’s Obligation to Close

The Sun Group’s obligations to acquire the Contributed Property pursuant to this Agreement and the Contribution Agreements are subject to satisfaction of each of the following conditions:

(a)           All other conditions to the Sun Group’s obligations under this Agreement and the Contribution Agreements shall have been timely satisfied or shall have been waived in writing by the party whose obligations are conditioned thereby.

(b)           The representations and warranties of the Principals and the Conveying Parties in this Agreement and the Contribution Agreements shall have been true and correct when made and shall be true and correct, in all material respects, at the Closing, except that any such representations and warranties which expressly relate to another date shall be true and correct as of such other date.

(c)           The Principals and the Conveying Parties shall have timely complied with and performed, in all material respects, all their covenants and other obligations set forth in this Agreement and in the Contribution Agreements which are to be performed at or prior to the Closing.

(d)           There shall have been no termination of any of the Contribution Agreements.

(e)           No action, suit, proceeding or investigation shall have been instituted before any court or governmental body, or instituted by any governmental agency, to restrain or prevent consummation of the transactions under this Agreement or which would affect the right of the Acquiring Parties to own, operate and control any of the Communities.

(f)           The Acquiring Parties shall have received the Conveying Parties’ closing documents under this Agreement and all Contribution Agreements.

(g)           The Acquiring Parties shall have received the Contributed Property pursuant to Section 3.

(h)           All lenders under the Assumed Debt shall have consented to the transactions contemplated herein and the effective assumption by SCOLP of the Assumed Debt on a non-recourse basis (except for the customary carve-outs).

(i)           The Project Entities shall not have any indebtedness for borrowed money (other than the Assumed Debt).

(j)           All investors in the Project Entities shall have approved the transactions contemplated herein; provided, however, that, if one or more such investors refuse to approve these transactions, then the Communities owned indirectly by such investors shall be contributed to SCOLP in exchange for Preferred OP Units in such amount and manner necessary to approximate the economic terms set forth herein.

 If any such condition is not timely satisfied or is not waived in writing by the Sun Group, the Sun Group shall have the right to terminate this Agreement by written notice to the Principals, in which event this Agreement shall terminate, and no party shall have further liability

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to the other parties hereunder or under any Contribution Agreement except for those obligations provided for in Sections 7.5, 10, 11 and 14 of this Agreement.

8.2           Conditions to Principals’ and Conveying Parties’ Obligation to Close

The obligations of the Principals and the Conveying Parties to convey the Contributed Property pursuant to this Agreement and the Contribution Agreements are subject to satisfaction of each of the following conditions:

(a)           All other conditions to the obligations of the Principals and the Conveying Parties under this Agreement and the Contribution Agreements shall have been timely satisfied or shall have been waived in writing by the party whose obligations are conditioned thereby.

(b)           The representations and warranties of the Sun Group in this Agreement and the Contribution Agreements shall have been true and correct when made and shall be true and correct, in all material respects, at the Closing, except that any such representations and warranties which expressly relate to another date shall be true and correct as of such other date.

(c)           The Sun Group shall have timely performed, in all material respects, all their covenants and other obligations set forth in this Agreement and in the Contribution Agreements which are to be performed at or prior to the Closing.

(d)           The holders of the Preferred OP Units issued hereunder will have registration rights with respect to the shares of common stock of SCI in which the Preferred OP Units may be converted, pursuant to the terms of a Registration Rights Agreement attached as Exhibit E (the “Registration Rights Agreement”).

(e)           All investors in the Project Entities shall have approved the transactions contemplated herein; provided, however, that, if one or more such investors refuse to approve these transactions, then the Communities owned indirectly by such investors shall be contributed to SCOLP in exchange for Preferred OP Units in such amount and manner necessary to approximate the economic terms set forth herein.

(f)           The Conveying Parties shall have received the Acquiring Parties’ closing documents under this Agreement and all Contribution Agreements.

(g)           The Conveying Parties shall have received delivery of the Preferred OP Units.

(h)           The Sun Group and West Olive Estates Mobile Home Park, LLC (“West Olive”) shall have entered into a Management Agreement in the form attached as Exhibit F.

(i)           The Sun Group and the members of West Olive shall have entered into an Option Agreement in the form attached as Exhibit G.

If any such condition is not timely satisfied or is not waived in writing by the Principals, the Principals shall have the right to terminate this Agreement by written notice to the Sun Group, in which event this Agreement shall terminate, and no party shall have further liability to the other parties hereunder or under any Contribution Agreement except for those obligations provided for in Sections 7.5, 10, 11 and 14 of this Agreement.

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9.           Closing

9.1           The Closing

The acquisition and conveyance of all the Contributed Property under all the Contribution Agreements and the consummation of all the other transactions contemplated thereby and by this Agreement (the “Closing”) shall take place simultaneously at the offices of Jaffe, Raitt, Heuer & Weiss, Professional Corporation, 27777 Franklin Road, Suite 2500, Southfield, Michigan 48034 at 10:00 A.M. local time on a date designated by the Sun Group (the “Closing Date”) which is not more than ten (10) days after satisfaction of all conditions precedent set forth in Section 8.

9.2           Closing Deliveries

At the Closing, the Acquiring Parties and Conveying Parties shall deliver the items required under the Contribution Agreements and shall also deliver or cause to be delivered the following documents:

(1)           Each of the Principals shall enter into Noncompetition Agreements in the form attached as Exhibit H.

(2)           The Principals and any other persons or entities acquiring Preferred OP Units and SCI shall enter into the Registration Rights Agreement.

(3)           The Sun Group and the holders of the Preferred OP Units shall enter into an amendment to the Partnership Agreement in the form attached as Exhibit I.

10.           Confidentiality

The Sun Group agrees to maintain in confidence all of the information contained in this Agreement and the information and data furnished or made available by or at the direction of the Principals, any Project Entity or any Conveying Party to the Sun Group or their agents in connection with the Sun Group’s investigation of the Communities and the transactions contemplated by this Agreement (the “Information”).  Notwithstanding the foregoing, the Sun Group and its agents may disclose the Information (i) to the Sun Group’s directors, partners, accountants, attorneys, prospective lenders, investment bankers, consultants and other advisors in connection with the transactions contemplated by this Agreement (collectively, “Sun Representatives”) to the extent appropriate to facilitate the consummation of the transactions contemplated hereby, so long as the Sun Representatives agree to be bound by the provisions of this Section 10 (ii) to the extent required by any applicable statute, regulation or government agency, and (iii) in connection with any litigation that may arise between the parties in connection with the transactions contemplated by this Agreement.  The Sun Group’s obligations under this Section shall terminate on the earlier to occur of (A) the Closing, or (B) such time as the information and data in question becomes generally available in the public record or domain other than through the breach by the Sun Group or the Sun Representatives of their obligations as provided in this Section.  If this Agreement is terminated, the Sun Group shall return to the Principals any information or data furnished by them, including any copies thereof made or compilations thereof prepared by the Sun Group, provided that the Sun Group may retain all analyses and evaluations prepared by the Sun Group or the Sun Representatives.  The provisions of this Section 10 shall survive the termination of this Agreement for any reason, but shall terminate upon the closing of the transactions contemplated in this Agreement and the Contribution Agreements.

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11.           Designated Representatives

The Principals and the Sun Group shall each designate at least one representative (“Designated Representative”) who shall have the authority to represent, act for and bind the designating parties.  Any notice or other communication to a Designated Representative in accordance with this Agreement shall constitute notice or communication to the parties whom he represents, and any act or waiver by a Designated Representative shall constitute an act or waiver by the parties whom he represents for all purposes under this Agreement.  By way of illustration and not limitation, each Designated Representative shall have full power and authority, for and on behalf of the parties whom he represents, to: (i) receive notices or service of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by such parties under this Agreement and (iii) to execute and deliver any termination, amendment or waiver to this Agreement. The Principals hereby designate Wilbur A. Lettinga as their Designated Representative and, in the event that Wilbur A. Lettinga is unable or unwilling to so serve, the Owner, the Principals hereby designate William B. Lettinga as their Designated Representative.  The Sun Group hereby designates Gary A. Shiffman as their Designated Representative.  Such designations may be changed by written notice to the other parties.

12.           Notices, Etc.

All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by an internationally recognized overnight courier service, by facsimile or registered or certified mail (postage prepaid, return receipt requested) to the respective parties hereto at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 12):

If to the Principals:

Mr. Wilbur A. Lettinga

Kentland Corporation

5625 Prairie Creek Drive, Suite 100

Caledonia, Michigan 49316

Fax: (616) 554-3694

With a required copy to:

Rhoades McKee

161 Ottawa Avenue NW, Suite 600

Grand Rapids, Michigan 49503

Attn: Mr. Thomas P. Hogan

Fax: (616) 233-5269

If to the Sun Group:

Mr. Gary A. Shiffman

Sun Communities, Inc.

27777 Franklin Road, Suite 200

Southfield, Michigan 48034

Fax: (248) 208-2645

With a required copy to:

Jaffe, Raitt, Heuer & Weiss, P.C.

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27777 Franklin Road, Suite 2500

Southfield, Michigan 48034

Attn: Mr. Arthur A. Weiss

Fax: (248) 351-3082

13.           Brokers

The Sun Group and the Principals represent and warrant to each other that the parties making the representation have not dealt with any brokers or finders or created or incurred any obligation for a commission, finder’s fee or similar remuneration in connection with this transaction (except that the Principals have retained Robert W. Baird & Co.) and agree to indemnify, warrant and defend each other against and from all liability, loss, damages, claims or expenses, including reasonable attorney fees, arising from the breach or asserted breach of such representation.  The Principals shall be solely responsible for all fees and expenses due to Robert W. Baird & Co. as a result of the transactions contemplated by this Agreement and the Contribution Agreements.  The provisions of this Section 13 shall survive any termination of this Agreement for any reason.

14.           Miscellaneous Provisions

14.1           Entire Agreement

This Agreement and the Contribution Agreements (together with the exhibits hereto and thereto) constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the Principals and the Sun Group with respect to the subject matter hereof and thereof.  There is no statement, promise, agreement or obligation in existence which may conflict with the terms of this Agreement or which may modify, enlarge or invalidate this Agreement or any provision hereof.  None of the prior and/or contemporaneous negotiations, preliminary drafts, or prior versions of this Agreement leading up to its execution and not set forth herein shall be used by any of the parties to construe or affect the validity of this Agreement.

14.2           Cooperation

The parties hereto shall use their reasonable, diligent and good faith efforts, and shall cooperate with and assist each other, to perform their respective obligations under this Agreement and the Contribution Agreements.  The parties shall execute such additional instruments and certificates as may be necessary or appropriate in order to carry out the intent of this Agreement.

14.3           Costs and Expenses

Subject to the provisions of the Contribution Agreements, each party shall pay its own legal fees and other costs and expenses incurred in connection with the transactions contemplated by this Agreement; provided, however, that the Principals and the Conveying Parties shall pay all assumption fees, penalties and expenses payable in connection with the assumption of the Assumed Debt by SCOLP.

14.4           Amendments

This Agreement may not be amended or modified except by an instrument in writing signed by, or on behalf of, the Principals and the Sun Group.

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14.5           Benefits

This Agreement shall inure to the benefit of and shall bind the parties hereto, their successors and assigns.  None of the provisions of this Agreement shall be construed as for the benefit of or as enforceable by any creditor of the parties or any other person not a party to this Agreement.

14.6           Severability

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to either party hereto.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the greatest extent possible.

14.7           Captions

All captions are for convenience only, do not form a substantive part of this Agreement and shall not restrict or enlarge any substantive provisions of this Agreement.

14.8           Construction

This Agreement shall not be construed more strictly against one party then against the other, merely by virtue of the fact that it may have been prepared by counsel for one of the parties, it being recognized that all parties have contributed substantially and materially to the preparation of this Agreement.

14.9           Number and Gender

Where necessary or appropriate to the construction of this Agreement, the singular and plural number, and the masculine, feminine and neuter gender shall be interchangeable.

14.10           Applicable Law

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Michigan.

14.11           Counterparts

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.  Copies (whether photostatic, facsimile or otherwise) of this Agreement may be made and relied upon to the same extent as an original.

[Signatures on next page]

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 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

PRINCIPALS:	SUN GROUP:
KENTLAND CORPORATION, a Michigan corporation By: /s/ William B. Lettinga                                                      Name:  William B. Lettinga                                                     Title:    President	SUN COMMUNITIES, INC., a Maryland corporation By:  /s/Jonathan Colman                                                   Name:   Jonathan Colman                                                  Title:  Executive Vice President
/s/ Wilbur A. Lettinga                WILBUR A. LETTINGA	SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP, a Michigan limited partnership
	By:           Sun Communities, Inc., General Partner
/s/ William B. Lettinga                     WILLIAM B. LETTINGA	By:    /s/ Jonathan Colman                                                   Name:    Jonathan Colman                                                    Title:   Executive Vice President

/s/ Michael Lettinga                         

MICHAEL LETTINGA

Exhibit List:

A           Ownership Diagrams

B           Assumed Debt Schedule

C           Form of Contribution Agreement

D           List of all Assumed Debt Documents

E           Registration Rights Agreement

F           Management Agreement

G           Option Agreement

H           Noncompetition Agreement

I            Form of Amendment to Partnership Agreement

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EXHIBIT B

Assumed Debt

Borrower	Lender	Original Principal Balance	Outstanding Balance as of April 1, 2011
Apple Carr Village Mobile Home Park Limited Partnership	Fannie Mae	$4,500,000	$4,039,024
Brookside Village Mobile Home Park Limited Partnership	Fannie Mae	$3,100,000	$2,709,676
Cider Mill Village Mobile Home Park Limited Partnership	Fifth Third Bank	$3,981,342*	$3,331,194
Country Hills Village Mobile Home Park Limited Partnership	Fifth Third Bank	$4,526,000*	$4,190,754
Country Meadows Village Mobile Home Park, LLC	Bank of America	Amended/Restated = 938,865.70* Term Note A = $5,400,000*	$5,205,266
Dutton Mill Village Limited Partnership	Fannie Mae	$5,000,000	$4,034,668
Hickory Hills Village Limited Partnership	Fannie Mae	$5,000,000	$4,670,878
Hidden Ridge an RV Community, LLC	Fifth Third Bank	$4,677,447.76 (principal due as of July 10, 2010) *	$4,657,787
Holiday West Village Mobile Home Park Limited Partnership	Fannie Mae	$5,500,000**	$3,943,461
Leisure Village Mobile Home Park	Bank of America	$4,000,000**	$2,871,755
Oak Island Village Mobile Home Park Limited Partnership	Fannie Mae	$4,000,000	$3,662,732
Orchard Hills Village Mobile Home Park Limited Partnership	Fifth Third Bank	$900,000*	$1,729,428
Pinebrook Village Mobile Home Park, Inc.	Fannie Mae	$2,000,000**	$1,612,540
Southwood Village Mobile Home Park II	Fannie Mae	$6,500,000	$6,092,907

Borrower	Lender	Original Principal Balance	Outstanding Balance as of April 1, 2011
Sycamore Village Mobile Home Park Limited Partnership	Fannie Mae	$7,000,000	$6,494,193
Tamarac Village Mobile Home Park Limited Partnership	Fannie Mae	$6,575,000	$6,032,091
Warren Dunes Village MHP, LLC	Bank of America	$3,000,000	$2,723,021
Waverly Shores Village Mobile Home Park Limited Partnership	Fannie Mae	$5,800,000	$5,443,074
Windsor Woods Village Mobile Home Park Limited Partnership	Fannie Mae	$4,000,000**	$2,882,301
Kentland Corporation	Fifth Third Bank	Term Loan = $2,238,4501 Revolving Loan = $500,000	$1,000,000 Balance is included above
Wilbur Lettinga	Fifth Third Bank	$892,213.122	Included above
TOTALS	--	--	$77,326,750

 

1 Originally, $350,000 was debt of Cider Mill Village Mobile Home Park Limited Partnership and $888,450 was debt of Country Hills Village Mobile Home Park Limited Partnership

 

2 Originally, entire amount was debt of Orchard Hills Village Mobile Home Park Limited Partnership

* = Sun Group intends to refinance this debt at Closing

** = Sun Group may refinance this debt at Closing

 

1 Originally, $350,000 was debt of Cider Mill Village Mobile Home Park Limited Partnership and $888,450 was debt of Country Hills Village Mobile Home Park Limited Partnership

 

2 Originally, entire amount was debt of Orchard Hills Village Mobile Home Park Limited Partnership

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EXHIBIT C

CONTRIBUTION AGREEMENT

THIS CONTRIBUTION AGREEMENT is made and entered into this  day of _____________, 2011, by and among ___________________ HOLDING COMPANY #2, LLC, a Michigan limited liability company (“Contributor”), ___________________  HOLDING COMPANY #1, LLC, a Michigan limited liability company (the “Holding Company”), _____________________ LLC, a Michigan limited liability company (“Owner”)1, and SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP, a Michigan limited partnership (“SCOLP”).

RECITALS:

A.           Owner is the owner of certain parcels of real property located in _____________ County, _____________, Michigan, containing ______ licensed manufactured home sites on approximately __________ acres, commonly known as ________________, as more fully described in Exhibit "A" attached hereto (the "Land"), together with the buildings, structures, improvements and manufactured home sites on, above or below the Land, and all fixtures attached to, a part of or used in connection with the improvements, structures, buildings and manufactured home sites, and the parking, facilities, walkways, ramps and other appurtenances relating to the Land (collectively the "Improvements").

B.           Owner is the owner of all machinery, equipment, goods, vehicles and other personal property (collectively the "Personal Property") listed in Exhibit "B" attached hereto and made a part hereof, which is located at or useable in connection with the ownership or operation of the Land and Improvements.  The Personal Property does not include manufactured homes owned by tenants of the Project (as defined below).

C.           The Land, the Improvements, and the Personal Property, together with all of Owner's right, title and interest in and to all licenses, permits and franchises issued with respect to the use, occupancy, maintenance or operation of the Land and Improvements, the maximum number of land divisions as permitted under the Land Division Act (formerly the Subdivision Control Act of 1967), all right, title and interest, if any, of Owner in and to any land lying in the bed of any street, road or avenue, open or proposed, in front of or adjoining the Land to the center line thereof, and in and to any and all easements appurtenant to the Land, including, but not limited to, privileges or rights of way over adjoining premises inuring to the benefit of the Land, or the fee owner thereof, and together with all rights of use, air, mineral and subsurface rights, servitudes, licenses, tenements, hereditaments and appurtenances now or hereafter belonging to the foregoing are hereinafter sometimes collectively referred to as the "Project".

1 With respect to the Pinebrook deal, the Holding Company is the Parent and the Parent will contribute its 100% membership interest in Owner to SCOLP.

D.           Contributor is the sole member of the Holding Company and holds one hundred percent (100%) of the membership interests in the Holding Company (collectively, the "Membership Interests").

E.           The Holding Company is the sole member of Owner and owns one hundred percent (100%) of the membership interest in Owner.

F.           Contributor desires to contribute all of the Membership Interests in the Holding Company to SCOLP, and SCOLP desires to accept the contribution of all of the Membership Interests, upon the terms and subject to the conditions hereinafter set forth.

NOW, THEREFORE, for and in consideration of the premises, and the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1.           AGREEMENTS TO CONTRIBUTE THE MEMBERSHIP INTERESTS.

1.1           Contributor agrees to contribute to SCOLP, and SCOLP agrees to accept from Contributor, the Membership Interests in the Holding Company (the "Contributed Membership Interests"), in accordance with the terms and subject to the conditions hereof, such contribution to be effective as of the Contribution Date.

2.           AGREED VALUE.

2.1           The parties agree that the agreed-upon value of the Project is ________________________ Dollars ($__________________), adjusted for pro-rated items as provided in this Agreement (the “Agreed Value”). On the Contribution Date, SCOLP shall pay the Agreed Value as follows2: (a) by owning the Contributed Membership Interests, SCOLP shall effectively assume the outstanding principal balance of that certain Promissory Note (the “Mortgage Note”) from Owner to __________________ (the “Lender”), which loan (the “Loan”) is secured by the Mortgage (as defined in Section 3.1(d)) in the original principal amount of ____________________ Dollars ($____________) on the Contribution Date, and the aggregate amount of all interest and other sums due but unpaid under the Mortgage Documents (as defined below), excluding any assumption fees which shall be the responsibility of Contributor in accordance with Section 19.1 below; and (b) the balance of the Agreed Value, less the total amount of all costs and expenses which are the obligation of the Owner or Contributor hereunder that are funded by or on behalf of SCOLP (the “Funded Costs”), in the form of Series A-1 Preferred OP Units in SCOLP (the “Preferred OP Units”) with an aggregate value (at an issue price set forth in the amendment to Partnership Agreement executed and delivered in connection

2 With respect to Tamarac Village only, (a) Contributor shall deposit in escrow cash in an amount necessary to satisfy the Escrow Condition until such time as up to five (5) new drinking water wells are completed, approved by all applicable regulatory authorities and fully operational and the prior drinking water wells are abandoned in accordance with applicable laws, all at the sole cost and expense of Contributor (the “Escrow Condition”); and (b) Contributor shall be obligated to diligently pursue satisfaction of the Escrow Condition as soon as practicable.

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with Section 18.2(b) below) equal to that sum.  The Agreed Value is allocated among real property, personal property and goodwill as reflected on the attached Exhibit “C”.

2.2           The Preferred OP Units to be issued to Contributor pursuant to the terms hereof shall be governed by SCOLP’s Second Amended and Restated Limited Partnership Agreement, dated as of April 30, 1996, as amended (the "Partnership Agreement"), a copy of which has been delivered to the Owner, as such Partnership Agreement shall be amended on the Contribution Date to reflect the admission of Contributor as a limited partner and the issuance of, and the rights and obligations associated with, such Preferred OP Units.  On the date hereof and on the Contribution Date, Contributor and each equity holder thereof shall execute and deliver such investment and subscription documents as SCOLP shall reasonably require in connection with the issuance of the Preferred OP Units and represent and warrant that Contributor or such equity holder, as the case may be, is an "accredited investor" as defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “1933 Act”).

3.           CONDITION OF TITLE TO THE PROJECT.

3.1           Contributor hereby represents and warrants to SCOLP that Owner is the lawful owner of the Project and holds insurable and marketable title to the Project, free and clear of all liens, claims and encumbrances other than the following matters (hereinafter referred to as the "Permitted Exceptions"):

 (a) Those liens, encumbrances, easements and other matters set forth on Schedule B-2 of the Commitment to be delivered pursuant to Section 4.1 hereof which SCOLP does not designate as “Title Defects” pursuant to Section 5.1 hereof;

 (b) The rights of parties in occupancy of all or any portion of the Land and Improvements under leases, subleases, occupancy agreements and commitments to lease (the "Tenant Leases"), to the extent set forth and described in the Rent Roll (the "Rent Roll"), dated ___________, attached hereto as Exhibit "D", as the same shall be updated to the Contribution Date;

 (c) All presently existing and future liens for unpaid real estate taxes, assessments for public improvements installed after the Contribution Date, and water and sewer charges and rents, subject to adjustment thereof as hereinafter provided, which are not due and payable; and

 (d) That certain Mortgage (the "Mortgage"), dated ___________, from Owner to the Lender, which Mortgage secures payment of the Mortgage Note, dated ________________, in the original principal amount of $___________, bears interest at the rate of ____% per annum, is payable in equal monthly installments amortized over a _________ (__) year period and has a _____ (__) year term with a maturity date occurring in ____________.  As of the date hereof, the outstanding principal balance of the Loan is approximately $________________.

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From the date hereof through the Contribution Date, none of the Owner, the Holding Company nor Contributor will cause the Project to be further encumbered by any lien, easement, restriction or any other matter.

4.           EVIDENCE OF TITLE; SURVEY; UCC SEARCHES.

4.1           Within ten (10) days after the date hereof, the Owner shall furnish SCOLP with a commitment (the "Commitment") for an ALTA Form Owner's Policy of Title Insurance, issued by Title Source, Inc. (the "Title Company"), along with copies of all instruments described in Schedule B of the Commitment (collectively, the “Exception Documents”), in the amount of $_________________.  At Closing, the Owner shall cause to be provided to SCOLP, at Contributor’s expense, an owner’s policy of title insurance issued pursuant to the Commitment, insuring the interest in the Project without the "standard exceptions" and containing a zoning endorsement and such additional endorsements as SCOLP and Contributor shall mutually determine. The cost of the title insurance policy shall be borne by Contributor, or paid for by SCOLP at Closing and treated as a Funded Cost; provided, however, that the cost of the zoning endorsement shall be shared 50% by SCOLP and 50% by Contributor.

4.2           SCOLP shall obtain a current ALTA "as built" survey (the "Survey") of the Project prepared by a licensed surveyor or engineer approved by SCOLP, certified to Owner, SCOLP, the Title Company, and any other parties designated by SCOLP, using the form attached as Exhibit "E" hereto.  The Survey shall show the legal description of the Land, the total acreage of each parcel comprising the Land, all structures and improvements located thereon (other than manufactured homes), all boundaries, courses and dimensions, set-back lines, easements and rights of way (including any recording references), the location of all highways, streets and roads upon or adjacent to the Land, and the location of all utility lines and connections with such utility lines.  The Survey shall be sufficient for removal of the standard survey exception from the policy of title insurance to be issued pursuant to the Commitment and shall not reveal any of the following:  (i) encroachments on the Project or any portion thereof from any adjacent property, (ii) the encroachment of the Project, or any portion thereof, on any adjacent property, or (iii) any violation by any portion of the Project of any recorded building liens, restrictive covenants or easements affecting the Project. The cost of the Survey shall be borne by SCOLP.

4.3           SCOLP shall obtain Uniform Commercial Code financing statement searches and tax lien searches both from the State of Michigan and the County of ___________with respect to Owner, showing no security interests, pledges, liens, claims or encumbrances in or affecting the Project, including the Personal Property, or the Membership Interests, except for the Loan and except for security interests of a definite or ascertainable amount which may be removed by the payment of money at Closing and which Owner and/or Contributor have a right to, and do, remove at Closing.  The cost of the UCC searches shall be borne by SCOLP.

5.           TITLE OBJECTIONS.

5.1           If the Commitment or Survey discloses exceptions which are not acceptable to SCOLP, in its sole discretion, SCOLP shall notify Owner and Contributor in writing of its objections to such exceptions (the "Title Defects") within ten (10) days after receipt of the Commitment, the Exception Documents and the Survey.  If SCOLP objects to any exception

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disclosed on the Commitment or Survey within such ten (10) day period, such exception shall not be treated as a Permitted Exception hereunder except as otherwise provided in this Section 5.1.  If Owner and Contributor fail to have the Title Defects deleted from the Commitment or Survey, as the case may be, or discharged within ten (10) days after receipt of notice from SCOLP (or such longer time period designated by SCOLP), SCOLP may:  (a) terminate this Agreement by delivery of written notice to Owner and Contributor, whereupon neither Owner, Contributor nor SCOLP shall have any further duties or obligations under this Agreement; (b) elect to take title as it then is with such Title Defects becoming Permitted Exceptions under this Agreement; or (c) extend for up to ninety (90) days the period for Owner and Contributor to cure such Title Defects, and if such Title Defects are not deleted during the extended period, SCOLP may then exercise its rights under subparagraphs (a) or (b) above.  If Owner or Contributor cause such Title Defects to be deleted from the Commitment, the Closing shall be held within seven (7) days after delivery of the revised Commitment and Survey or on the Contribution Date specified in Section 18 hereof, whichever is later.

6.           ADJUSTMENTS AND PRORATIONS.

6.1           The following adjustments and prorations shall be made at the Closing between SCOLP, Owner and Contributor computed to, but not including, the Contribution Date.

 (a) Real estate taxes and personal property taxes which are a lien upon or levied against any portion of the Project prior to the Contribution Date (other than current taxes), and all special assessments levied on any portion of the Project prior to the Contribution Date, shall be paid by Owner or Contributor prior to the Contribution Date. Real estate taxes and personal property taxes levied against any portion of the Project and applicable to the period after the Contribution Date shall be prorated and adjusted between the parties on a calendar year basis and shall be paid by Contributor or SCOLP, as the case may be.

 (b) The amount of all unpaid water and other utility bills for the Project which are not directly billed to the tenants of the Project, and all other operating and other expenses incurred with respect to the Project and Owner, and relating to the period prior to the Contribution Date, shall be paid by Owner or Contributor on or prior to the Contribution Date or, if not paid, an amount equal to such unpaid expenses shall be reserved in cash within the Owner as of the Contribution Date.

 (c) Charges under Project Contracts (as defined below) attributable to the period prior to the Contribution Date shall be paid by Owner or Contributor prior to the Contribution Date, or, if not paid, the amount due shall be reserved in cash within the Owner as of the Contribution Date.

 (d) All rental and other revenues collected by Owner up to the Contribution Date which are allocable to the period prior to the Contribution Date shall become a part of the disbursement from Owner to the Holding Company (and then from the Holding Company to Contributor) made pursuant to Section 6.2 below.

 (e) An amount equal to all security and other deposits described in the Rent Roll, together with any interest accrued thereon (to the extent applicable law requires

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interest to be paid by the holder of such deposits) shall be reserved in cash within the Owner as of the Contribution Date or credited to SCOLP at the Closing.

 (f) An amount equal to all expenses of the Project which were paid prior to the Contribution Date and for which Owner will benefit after the Contribution Date shall be disbursed or credited to Contributor at the Closing.

 (g) All compensation, fringe benefits and other amounts due the employees of Owner or the manager of the Project for the period prior to the Contribution Date, whether as hourly pay, salaries, overtime, bonus, vacation or sick pay, severance pay, pensions or otherwise, and all amounts due for the payment of employment taxes with respect thereto, shall be paid by Owner on or prior to the Contribution Date, or, if not paid, an amount equal to such entire unpaid liability shall be reserved in cash within the Owner as of the Contribution Date.

 (h) All costs and expenses incurred by Owner, the Holding Company or Contributor prior to the Contribution Date in connection with the transactions contemplated herein and the performance of its obligations under this Agreement, including, without limitation, attorney and other professional fees and the costs and expenses payable by Owner or Contributor hereunder (including, without limitation, the costs and expenses specified in Section 19.1 to be paid by Members), shall be paid by Contributor and shall not be charged to, or the responsibility of, Owner, the Holding Company or SCOLP.

 (i) All interest accrued under the Mortgage Note through the Contribution Date, and all other fees and charges due or accrued under the Mortgage Note, Mortgage or with respect to the Loan as of the Contribution Date (including, without limitation, all assumption fees and expenses related thereto), shall be paid by the Owner on or before the Contribution Date, or, if not paid, an amount equal to the entire amount of such accrued interest, fees and charges shall be reserved in cash within the Owner as of the Contribution Date.

6.2           On or prior to the Contribution Date, Contributor (directly or indirectly through the Holding Company) shall be entitled to a distribution from Owner in an amount equal to all of the cash and cash equivalent assets held by Owner as of the Contribution Date, after deduction for any and all costs and expenses payable by Owner or Contributor hereunder.

6.3           If within ninety (90) days after the Closing either SCOLP or Contributor discovers any inaccuracies or errors in the prorations or adjustments done at Closing pursuant to Sections 6.1 and/or 6.2, such party shall notify the other party of such inaccuracy or error by written notice including reasonable detail of the appropriate calculation.  In such event, the parties shall attempt, in good faith, to resolve any issues with respect to the prorations and adjustments done at Closing pursuant to Section 6.1.  After the parties resolve any such issues or, in the event the parties are unable to resolve issues, a final judgment has been rendered with respect to such matter without timely appeal or after all appeals timely made are fully resolved, SCOLP and Contributor shall promptly take all action and pay all sums necessary so that such prorations and adjustments shall be in accordance with the terms of this Agreement, and the obligations of either party to pay any such amount shall survive the Contribution Date.

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7.            REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR AND OWNER.

7.1           Owner and Contributor, jointly and severally, hereby represent and warrant to SCOLP as of the date hereof, and as of the Contribution Date, the following with the understanding that each of the representations and warranties are material and have been relied on by SCOLP in connection herewith:

 (a) True, correct and complete copies of all Tenant Leases, including all amendments and documents relating thereto, that are currently in effect and that cover any portion of the Project have been or will be delivered to SCOLP; the Rent Roll attached hereto as Exhibit "D", as updated to the Contribution Date, is and will be an accurate and complete rent roll describing each of the Tenant Leases, including the name of each tenant, the home site occupied by each tenant, the lease term, monthly rent, delinquencies in rent and deposits and prepaid rent or credits of any tenant; except as disclosed in the Rent Roll, (i) each Tenant Lease is in full force and effect, (ii) no Tenant Leases are in default, (iii) to Contributor’s and Owner’s actual knowledge, no events have occurred which, with notice or the passage of time, or both, would constitute such a default, (iv) the lessor has performed all of its obligations under each Tenant Lease; and (v) the Tenant Leases have not been modified nor have any concessions been made with respect thereto unless expressly described in the Rent Roll.

 (b) Except as otherwise disclosed in Exhibit "F" attached hereto, neither Owner nor Contributor have received any notices of, and Contributor have no actual knowledge of any existing facts or conditions which could reasonably be expected to result in the issuance of, any violations of any building, zoning, safety, fire, environmental, health or other codes, laws, ordinances or regulations with respect to the Project or the appurtenances thereto, which will not be cured by the Closing, at Contributor's expense.

 (c) Except as disclosed in Exhibit "G" attached hereto, there are no actions, suits, proceedings, claims, investigations or inquiries pending or, to the actual knowledge of Contributor and Owner, threatened against Owner, the Holding Company or the Project in any court, before any governmental or administrative agency, or before any other tribunal having jurisdiction over Owner, the Holding Company or the Project.

 (d) Except as otherwise disclosed in Exhibit "H" attached hereto, neither the Owner nor Contributor has actual knowledge of any assessments, charges, paybacks, or obligations requiring payment of any nature or description against the Project which remain unpaid, including, but not limited to, those for sewer, water or other utility lines or mains, sidewalks, streets or curbs.

 (e) True, correct and complete copies of all service, utility, supply, maintenance and employment contracts and agreements and all other continuing contractual obligations (collectively, the "Project Contracts") affecting Owner or the ownership, operation or development of the Project, and all amendments thereto have been delivered to SCOLP; all Project Contracts are in full force and effect and are not in default; all Project Contracts are

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listed in Exhibit "I" attached hereto; and except as listed in Exhibit “I”, all Project Contracts may be cancelled upon not more than thirty (30) days notice without premium or penalty.

 (f) Owner is the lawful owner of the Project and holds insurable and marketable title to the Project, free and clear of all liens, claims and encumbrances other than the Permitted Exceptions.  Contributor has and will have on the Contribution Date the power and authority to transfer the Membership Interests to SCOLP and perform its obligations in accordance with the terms and conditions of this Agreement, and each person who executes this Agreement and all other instruments and documents in connection herewith for or on behalf of Contributor, the Owner and the Holding Company has and will have due power and authority to so act.  On or before the Contribution Date, Contributor will have complied with all applicable statutes, laws, ordinances and regulations of every kind or nature, in order to effectively convey and transfer all of their right, title and interest in and to the Membership Interests to SCOLP in the condition herein required.  This Agreement is valid and enforceable against Contributor, the Owner and the Holding Company in accordance with its terms, and each instrument to be executed by the Owner, the Holding Company and Contributor pursuant to this Agreement or in connection herewith will, when executed and delivered, be valid and enforceable against the Owner, the Holding Company and Contributor in accordance with its terms.

 (g) Exhibit "J" attached hereto lists all insurance currently maintained for or with respect to the Project, including types of coverage, policy numbers, insurers, premiums, deductibles and limits of coverage.   Since the date on which the Owner commenced doing business at the Project, Contributor and Owner have maintained, and from the date hereof through the Contribution Date, Owner will maintain, insurance coverage substantially in form and content as currently in effect.

 (h) Neither this Agreement nor anything provided to be done herein by Owner or Contributor, including, without limitation, the conveyance of the Membership Interests as herein contemplated, violates or will violate any contract, agreement or instrument to which Owner, the Holding Company or Contributor is a party or bound or which affects the Project or the Membership Interests (except the Mortgage), or any governmental statute, law, ordinance, rule, regulation, order, judgment or directive.

 (i) Except as disclosed in Exhibit “K” attached hereto, the Owner has not contracted for the furnishing of labor or materials to the Project which will not be paid for in full prior to the Contribution Date.  If any claim is made by any party for the payment of any amount due for the furnishing of labor and/or materials to the Project or Owner prior to the Contribution Date, Contributor will immediately pay such claim and discharge the lien, or if a lien has been filed and Contributor intend, in good faith, to contest such claim, Contributor may cause the lien to be discharged by posting a bond pursuant to applicable law.

 (j) All utility services required for the operation of the Project as presently conducted, including water, sanitary sewer, gas, electric, telephone and cable television facilities, are available to the Project and each home site in sufficient quantities to adequately service the Project at full occupancy; and to the actual knowledge of Contributor

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and Owner, there are no existing, pending or threatened plans, proposals or conditions which could cause the curtailment of any such utility service.

 (k) To the actual knowledge of Contributor and Owner, except as disclosed in Exhibit “L”: (i) there are no existing maintenance problems with respect to the mechanical, electrical, plumbing, utility and other systems necessary for the operation of the Project, including, without limitation, all underground utility lines, water wells and roads, other than routine maintenance required as a result of the age of such systems; (ii) all such systems are in good and sound working condition and are suitable for the operation of the Project; (iii) there are no structural or physical defects in and to the Project which materially affect the operation of the Project; and (iv) there are no conditions currently existing on, in, under or around the property, which materially adversely affects, or could materially adversely affect, the Project or the operation thereof.

 (l) Attached hereto as Exhibit "M" is a true and accurate list of all persons employed by Owner or the manager of the Project in connection with the operation and maintenance of the Project as of the date hereof, including name, job description, term of employment, average hours worked per week, current pay rate, description of all benefits provided such employees and the annual cost thereof.  None of the employees of Owner or the manager of the Project are covered by an employment agreement, collective bargaining agreement or any other agreement, and all employees of Owner and the manager of the Project are terminable "at will", subject to applicable laws prohibiting discrimination by employers.  The Holding Company has no employees.

 (m) To the actual knowledge of Contributor and Owner, Exhibit "N" attached hereto contains a complete and accurate list of, and copies of, all licenses, certificates, permits and authorizations from any governmental authority of any kind which are required to operate, use and maintain the Project as a manufactured home community [recreational vehicle community]; and all such licenses, certificates, permits and authorizations have been issued and are in full force and effect and on the Contribution Date shall remain in full force and effect notwithstanding the transfer of the Membership Interests.

 (n) Exhibit "B" attached hereto contains a true and complete list of all Personal Property used in the operation of the Project, including, without limitation, all manufactured homes owned by Owner.  All such Personal Property is in good working condition and adequate for the operation of the Project at full occupancy in all material respects; and Owner will not remove any item of Personal Property from the Project on or prior to the Contribution Date, unless such item is replaced with a similar item of no lesser quality or value. All Personal Property is owned free and clear of all liens, claims and encumbrances other than the lien of the Mortgage.

 (o) Owner and Contributor have delivered to SCOLP all environmental reports and audits in their possession, including, without limitation, phase I and II environmental site assessments and environmental compliance audits (the “Environmental Reports”) relating to the Project.  Except as disclosed in any Environmental Report delivered by Owner to SCOLP as identified in Exhibit “O” or obtained by SCOLP in connection with its investigation of the Project, the Owner and Contributor have not, and to the actual

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knowledge of Owner and Contributor, there has not been, and prior to the Contribution Date will not be, discharged, released, generated, treated, stored, disposed of or deposited in, on or under the Project any "toxic or hazardous substance", asbestos, lead based paint, urea formaldehyde insulation, PCBs, radioactive material, mold or other biological contaminants, flammable explosives, underground storage tanks, or any other hazardous or contaminated substance (collectively, the "Hazardous Materials") prohibited, limited or regulated under the Comprehensive Environmental Response, Compensation and Liability Act, the Resource Conservation and Recovery Act, the Hazardous Materials Transportation Act, the Toxic Substance Control Act, the Federal Insecticide, Fungicide and Rodenticide Act, the Michigan Natural Resources and Environmental Protection Act, or under any other applicable federal, state or local statutes, regulations, rules, court orders or rulings, or ordinances (collectively the "Environmental Laws").  Neither Owner nor Contributor has any actual knowledge of any claim, demand, suit, action or other legal proceeding arising out of, or related to, any Environmental Laws with respect to the Project which is pending or threatened before any court, agency or government authority, and neither Owner nor Contributor has any actual knowledge, or received any notice, that the Project is in violation of, or has a past unresolved violation of, the Environmental Laws.

 (p) Attached hereto as Exhibit "P" and made a part hereof by this reference are true, correct and complete copies of the partnership agreement or operating agreement of Owner and the Holding Company and any additional documents, instruments or certificates relating to the existence of Owner, Contributor or the Holding Company and Contributor's rights and obligations with respect to the Membership Interests, and all amendments to any of the foregoing (collectively, the "Governing Documents"). From the date hereof to the Contribution Date, the Governing Documents will not be modified or amended without the consent of SCOLP.  All minute books, recorded minutes of meetings and consent resolutions of Owner, Contributor or of the Holding Company, if any, shall be provided to SCOLP at Closing.

 (q) Contributor owns one hundred percent (100%) of the membership interests in the Holding Company and the Holding Company is the sole member of, and owns one hundred percent (100%) of the membership interests in, the Owner. Contributor is the legal and beneficial owners of the Membership Interests, free and clear of all liens, claims and encumbrances. All Contributed Membership Interests were issued without violating any state or federal securities laws and there are no outstanding agreements, commitments, rights, options, warrants or plans of any nature whatsoever for the issuance, sale or purchase of any other interests in Owner or in the Holding Company.

 (r) Upon consummation of the transfer of the Membership Interests to SCOLP pursuant to the terms hereof, SCOLP will acquire valid and marketable title to the Membership Interests, free and clear of all liens, claims and encumbrances whatsoever and will own, in the aggregate, one hundred percent (100%) of the interests in the Holding Company.

 (s) As of the date hereof and on the Contribution Date, the Holding Company owns no assets other than its membership interest in the Owner and has no liabilities.

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 (t) True, complete and accurate copies of the Mortgage Note, Mortgage, and all assignments of leases and rentals, security agreements, indemnity agreements and other instruments relating thereto (collectively, the "Mortgage Documents") have previously been delivered to SCOLP.  The Mortgage Documents are, and from the date hereof until the Contribution Date will remain, in good standing and not in default.  The outstanding principal balance of the Mortgage Note as of the date hereof is approximately $_______________ and the outstanding principal balance of the Mortgage Note as of the Contribution Date will be approximately $_______________.  The interest rate currently charged under the Mortgage Note is ___________.

 (u) All federal, state and local income, excise, sales, property and other tax returns required to be filed by Owner and the Holding Company have been timely filed and are correct and complete in all material respects.  All taxes, assessments, penalties and interest due in respect of any such tax returns or the Project and any assessments thereon have been paid in full, and there are no pending or threatened claims, assessments, deficiencies, audits or notices with respect to any such taxes.

 (v) Owner does not maintain, sponsor, participate in or contribute to, and in the past has not maintained, sponsored, participated in or contributed to, any employee health or benefit plan (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), any employee pension benefit plan (as defined in Section 3(2)(A) of ERISA), or any bonus, severance, deferred compensation, retirement option or any other plans or amendments providing for any benefits to employees of Owner, and Owner is not, and has not been, a member of any controlled group of entities, a group of trades or businesses under common control, or an affiliated service group, as defined in ERISA and the Internal Revenue Code of 1986, as amended.

 (w) The Owner has previously delivered to SCOLP the following financial statements (the “Financial Statements”):  (a) compiled balance sheet and related statement of income for the Owner, as of and for the fiscal year ended December 31, 2009, (b) compiled balance sheet and related statement of income for the Owner, as of and for the fiscal year ended December 31, 2010, and (c) management prepared balance sheet and related statement of income for the Owner as of and for the two months ended February 28, 2011 (the “Latest Financial Statements”).  The Financial Statements have been prepared on the basis of the tax method of accounting on a consistent basis throughout the periods covered thereby and present fairly, in all material respects, the financial condition of the Owner as of such dates and the results of its operations for the periods specified. The Owner has no liabilities or obligations of any kind or nature required to be disclosed as a liability on a balance sheet prepared in accordance with GAAP except for (i) liabilities set forth on the face of the Latest Financial Statements, and (ii) liabilities which have arisen after the date thereof in the ordinary course of business.

 (x) Neither the Owner nor the Holding Company is a party or otherwise subject, and the Project is not subject, to any judgment, order, writ, injunction or decree of any court, governmental or administrative agency or the tribunal having jurisdiction of the Project.

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 (y) Owner owns the right to use the name ______________ in connection with the operation of the Project.  Neither Owner nor Contributor has received notice of or is aware that Owner's use of the name ___________ infringes on or violates the rights of any third party.

 (z) Contributor and Owner have delivered to SCOLP true, correct and complete copies of the information and material referenced in this Agreement or otherwise requested by SCOLP in connection with its due diligence investigation of the Project.  Owner and Contributor have not received any written notice of any fact which would materially adversely affect Owner, the Holding Company, the Membership Interests, the Project or the operation thereof which is not set forth in this Agreement, the Exhibits hereto, or has not otherwise been disclosed to SCOLP in writing

 (aa) Contributor is an “accredited investor” as defined in Regulation D promulgated under the 1933 Act.

 (bb) Contributor is acquiring the Preferred OP Units for its own account and not with a view to any distribution or resale thereof in violation of any securities law.  Contributor acknowledges that it has received, or has had full access to, all information which it considers necessary or advisable to enable it to make a decision concerning its acquisition of the Preferred OP Units, provided that the foregoing shall not limit or otherwise affect the rights or remedies of Contributor hereunder with respect to the breach of any representations, warranties, covenants or agreements of SCOLP contained herein.  Contributor further acknowledges that the Preferred OP Units have not been registered under the 1933 Act or under the securities laws of any other jurisdiction, and therefore may not be resold unless they are subsequently registered under the 1933 Act and any applicable state blue sky law or an exemption from registration is available under the 1933 Act and any applicable state blue sky law

7.2           For purposes of this Agreement, the term “to the knowledge of Contributor and Owner” and similar phrases shall mean to the actual knowledge of Wilbur A. Lettinga, William B. Lettinga, Michael Lettinga and/or one or more of the general partners or officers of Contributor and/or Owner.  The provisions of Section 7.1 and all representations and warranties contained therein shall be true as of the Contribution Date and shall survive the closing of the transactions contemplated herein, and the conveyance of the Contributed Membership Interests, provided that claims may be made or asserted with respect to them only pursuant to and in accordance with the provisions of Sections 7.2 and 7.3.  All of such representations and warranties shall be deemed to be reaffirmed as of the Contribution Date unless prior to the Closing the Owner or Contributor delivers written notice to the contrary to SCOLP.  The investigation by SCOLP and their employees, agents and representatives, of the financial, physical and other aspects of the Project shall not negate or diminish the representations and warranties of Contributor contained herein.

7.3           (a)           For purposes of this Section 7.3, the following definitions shall apply:

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(i)           "General Representations" shall mean all representations and warranties set forth in this Agreement other than Title Representations, Undisclosed Liability Representations and Undisclosed Tax Liability Representations.

(ii)           "Title Representations" shall mean those representations and warranties set forth in Subsections 7.1 (f), (q), (r), (s) and (t).

(iii)           "Undisclosed Liability Representations" shall mean those representations and warranties set forth in Subsections 7.1(g), (h), (p), (u), (x), (y), (bb) and (cc).

(iv)           "Undisclosed Tax Liability Representations" means those representations and warranties set forth in subsections 7.1(v).

(v)           "Claims Period" shall mean (i) eighteen (18) months for Claims based on General Representations, (ii) the period ending on December 31, 2013 for Claims based on Undisclosed Liability Representations or Claims based on a Failure to Perform, and (iii) the period limited by applicable statutes of limitation for Claims based on Title Representations, Undisclosed Tax Liability Representations or Claims involving fraud or material misrepresentation.

(vi)           "Claim" shall mean a claim for breach of a General Representation, a Title Representation, an Undisclosed Liability Representation or an Undisclosed Tax Liability Representation, a claim for Failure to Perform or a claim involving fraud or material misrepresentation.

(vii)           "Failure to Perform" means a circumstance wherein the Owner or Contributor shall fail to perform a material obligation which is required to be performed by Contributor or Owner pursuant to this Agreement and shall include a failure to perform any obligation set forth in Section 15.2 unless included as part of the obligations covered within the General Representations, Title Representations, Undisclosed Liability Representations, Undisclosed Tax Liability Representations or Claims involving fraud or material misrepresentation.

(b)           SCOLP shall bring no claim for breach of a representation or warranty or otherwise under this Agreement except with respect to a Claim.  SCOLP’s rights with respect to any Claim shall expire unless SCOLP asserts the Claim before the expiration of the applicable Claims Period by written notice to Contributor in the manner provided in this Agreement.  The notice shall set forth a definite statement of the nature of the Claim and an estimate of the damages resulting from such Claim which were suffered (or reasonably expected to be suffered) by SCOLP.

(c)           No Claim shall be deemed fixed until the relevant parties have settled the same by written agreement or a final judgment has been rendered in favor of SCOLP without timely appeal or after all appeals timely made are fully resolved (a "Fixed Claim"). SCOLP’s recourse for recovery of Fixed Claims is limited to the Security (as hereinafter defined) which is granted by Contributor pursuant to Section 7.4 hereof; provided such limitations shall not apply to a recovery

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 of a Fixed Claim resulting from fraud or material misrepresentation, an Undisclosed Tax Liability Representation, a Title Representation or a Failure to Perform.

(d)           The maximum amount which may be recovered for Claims pertaining to the General Representations and Undisclosed Liability Representations shall be $__________ (the "Maximum Amount")3, and no recovery may be had with respect to Claims pertaining to General Representations unless all such Claims exceed a minimum amount equal to $__________ (the "Minimum Amount")4, in which event recovery may be had with respect to all Claims.  Claims other than Claims pertaining to General Representations may be asserted without regard to the Minimum Amount and none of the limitations of this subsection (d) shall apply to Claims pertaining to Title Representations, Claims pertaining to Undisclosed Tax Liability Representations, Claims based on Failure to Perform or Claims involving fraud or material misrepresentation.5

7.4           (a)           As security for the payment of Fixed Claims, Contributor assigns to SCOLP, and grants SCOLP a continuing security interest in, all of its right, title and interest in and to the Preferred OP Units or proceeds thereof, including, without limitation, the right to receive distributions with respect thereto (collectively, the "Security").

(b)           Until December 31, 2013 or the date that all Claims timely asserted during the Claims Period are finally and fully resolved, Contributor may not transfer, assign, convey or convert all or any part of the Security unless such portion of the Security is replaced with collateral of equivalent value and Contributor shall not grant, suffer or permit any lien or encumbrance on the Security.  Subject to the provisions of this Agreement, SCOLP shall have the rights with respect to the Security which are afforded secured parties under the Michigan Uniform Commercial Code.  Contributor shall execute all financing statements and other documents necessary or appropriate to perfect SCOLP’s security interest in the Security, and Contributor authorizes SCOLP to make any notation on its records necessary or appropriate to perfect such security interest.  Contributor shall promptly deliver written notice to SCOLP of any change in its addresses.

(c)           Upon assertion of a Claim exceeding the Minimum Amount, if applicable, subject to Section 7.4(d), all subsequent distributions on the pledged Preferred OP Units shall be withheld and deposited in lieu of payment to Contributor in a fund (the "Fund").  Moneys on deposit in the Fund may not exceed the aggregate amount of all Claims and shall not exceed the Maximum Amount, to the extent applicable.  Moneys in the Fund will be invested in obligations of the United States government or its agencies or corporate debt or commercial paper with a minimum grade rating of A or better (or comparable grade with respect to commercial paper) in each case with a term of 3 years or less, unless the parties agree otherwise in writing.  Upon a Claim becoming a Fixed Claim, the Fund and monies therein shall be paid to SCOLP up to the amount of the Fixed Claim together with recoverable attorney's fees, costs and expenses, and the remainder of the Fund not otherwise held for Claims previously asserted and not constituting a Fixed Claim shall be distributed to Contributor.  Each of the Other Contribution Agreements (as defined below) contains

3 25% of Agreed Value

4 1% of Agreed Value

5 With respect to Tamarac Village only, the Maximum Amount and Minimum Amount shall not apply to costs and expenses associated with satisfying the Escrow Condition.

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 a provisions similar to this Section 7.4, and the Fund and the Security referred to in this Section 7.4 are the same "Fund" and "Security" referred to in such sections of the Other Contribution Agreements, and it is the intention of the parties hereto that the Fund and Security constitute the sole security for all Claims.

(d)           The limitations on recourse and liability contained in this Agreement are intended for the sole benefit of the parties identified in the applicable provisions and shall not run to the benefit of, or limit SCOLP’s recourse to or rights and remedies against, any other party.

8.           REPRESENTATIONS AND WARRANTIES OF SCOLP.

8.1           SCOLP hereby represents and warrants to the Owner and Contributor as of the date hereof, and as of the Contribution Date, the following with the understanding that each of the representations and warranties are material and have been relied on by the Owner and Contributor in connection herewith:

(a)           SCOLP has been duly formed and is validly existing as a limited partnership in good standing under the laws of the State of Michigan and has the power and authority to own, lease and operate its properties and to conduct its business and to enter into and perform its obligations under this Agreement.

(b)           Neither this Agreement nor the performance of SCOLP’s obligations hereunder violates or will violate (i) any constituent documents of SCOLP, (ii) any contract, agreement or instrument to which SCOLP is a party or bound, or (iii) any applicable law, regulation, ordinance, order or decree.

(c)           This Agreement has been duly authorized, executed and delivered by SCOLP and constitutes the legal, valid and binding obligation of SCOLP, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting enforcement of creditors’ rights generally or by general equity principles.

(d)           SCOLP has previously furnished, or made available, to the Owner a true, correct and complete copy of the Partnership Agreement, together with all amendments (other than those amendments that simply change the information set forth in Exhibit A attached thereto).

(e)           SCOLP has made available to the Owner and Contributor (by public filing with the SEC or otherwise) a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by its general partner, Sun Communities, Inc. (“SUI”), with the SEC since January 1, 2009 (the "SEC Documents").  The SEC Documents were filed with the SEC in a timely manner and constitute all forms, reports and documents required to be filed by SUI under the 1933 Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder since January 1, 2009. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1933 Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Documents and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were

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made, not misleading, except to the extent such statements have been modified or superseded by later SEC Documents filed and publicly available prior to the Contribution Date.  The consolidated financial statements of SUI and SCOLP included in the SEC Documents complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly presented, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material), the consolidated financial position of SUI and SCOLP, taken as a whole, as of their respective dates and the consolidated statements of income and the consolidated cash flows of SUI and SCOLP for the periods presented therein.

(f)           The authorized capital stock of SUI and the shares thereof issued and outstanding are as set forth in the SEC Documents as of the dates reflected therein.  All of the outstanding shares of Common Stock of SUI have been duly authorized and validly issued, and are fully paid and nonassessable.

(g)           Except as disclosed in the SEC Documents, there are no claims, actions, suits, arbitrations, inquiries or proceedings pending, or, to the actual knowledge of any executive officer of SUI, threatened, against SUI or SCOLP before any governmental authority that could reasonably be expected to have a material adverse effect on the financial condition, properties, assets, liabilities, business, operations or prospects of SCOLP.

8.2           The provisions of Section 8.1 and all representations and warranties contained therein shall survive the closing of the transaction contemplated herein and the conveyance of the Membership Interests.  All of such representation and warranties shall be deemed to be reaffirmed as of the Contribution Date unless prior to the Closing SCOLP delivers written notice to the contrary to Contributor.

9.           DISCLOSURE BY THE OWNER AND CONTRIBUTOR.

9.1           At all reasonable times from and after the date hereof, the Owner and Contributor shall afford SCOLP and its representatives full and free access to the Project, including, but not limited to, the right to conduct environmental, soil, engineering and other tests and to inspect the mechanical, plumbing and utility systems located at the Project, together with all other aspects of the Project.  Upon the completion of such activities, SCOLP, at its sole expense, shall promptly restore the Project to its former condition in all substantial respects.  At the request of Owner and Contributor, SCOLP shall disclose the results of any environmental testing and inspections, and shall deliver copies of all reports and test results to Owner and Members.  The results of such testing and inspections shall be treated as strictly confidential by SCOLP and the same shall not be disclosed to any third party or governmental entity without the written consent of Owner; provided, however, that such reports and results may be disclosed to SCOLP’s consultants, attorneys, lenders and insurance companies.  SCOLP shall defend, indemnify and hold Owner and Contributor harmless from and against any and all claims, demands, losses, costs and/or liabilities associated with damage or injury to any person, property or the Project caused by or

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attributable to the actions or negligence of SCOLP and/or its contractors, representatives or other agents while they are on the Project pursuant to this Section or otherwise.  SCOLP shall take the necessary steps to ensure that its contractors and agents have and maintain appropriate insurance policies related to (1) commercial general liability, including contractual liability, and (2) professional errors and omissions liability, including contractors’ pollution liability.  The obligations of SCOLP set forth in this Section 9.1 shall survive the termination of this Agreement or the Contribution Date.

9.2           SCOLP shall have the right, at its expense, to cause its accountant to prepare audited financial statements of the Owner and its operations at the Project for the calendar years ended December 31, 2009 and December 31, 2010, and for the period from January 1, 2011 through the calendar month preceding the Contribution Date, and the Owner and Contributor shall cooperate and assist it all respects with the preparation of the audited financial statements.  Owner and Contributor shall furnish to SCOLP and its accountants all financial and other information in its possession or control to enable such accountants to prepare audited financial statements in conformity with Regulation S-X promulgated by the Securities and Exchange Commission ("SEC") and any registration statement, report or disclosure statement filed with, and any rule issued by, the SEC.  Owner also shall provide a signed representation letter as prescribed by generally accepted auditing standards as promulgated by the Auditing Standards Divisions of the American Institute of Public Accountants which representation letter is required to enable an independent public accountant to render an opinion on such financial statements.

10.            CONDITIONS.

10.1           The obligation of SCOLP to consummate the acquisition of the Membership Interests is expressly conditioned upon the following, each of which constitutes a condition precedent to the obligations of SCOLP hereunder which, if not performed or determined to be acceptable to SCOLP on or before the Contribution Date (unless a different time for performance is expressly provided herein), shall permit SCOLP, at its sole option, to declare this Agreement null and void and of no further force and effect by written notice to Contributor, whereupon none of Contributor, the Owner, the Holding Company nor SCOLP shall have any further obligations hereunder to the other (provided that SCOLP shall have the right to waive any one or all of such conditions):

 (a) On the Contribution Date, title to the Project and the Contributed Membership Interests shall be in the condition required by this Agreement and the Title Company shall be in a position to issue the title policy pursuant to the Commitment.

 (b) The Contributor, Owner and Holding Company shall have complied with and performed all covenants, agreements and conditions on their part to be performed under this Agreement within the time herein provided for such performance.

 (c) The representations, warranties and agreements of Contributor, Owner and the Holding Company contained herein and in all documents and agreements executed pursuant hereto are and shall be true and correct as of the date hereof and as of the Contribution Date in all material respects.

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 (d) From and after the date hereof to the Contribution Date, there shall have been no material adverse change in or to the Project, the business conducted thereon, Owner or the Holding Company.

 (e) SCOLP shall have obtained, at its sole cost and expense, a "Phase 1" environmental audit (the "Phase 1 Audit") of the Project reflecting that the Project is free of and does not contain any Hazardous Materials, and otherwise in form and content acceptable to SCOLP.  If the Phase 1 Audit discloses any condition which requires further review or investigation, SCOLP may obtain, at its sole expense, a "Phase 2" environmental audit of the Project which is acceptable in form and content to SCOLP, in its sole discretion, and the Contribution Date shall be extended for an additional thirty (30) days to provide SCOLP with sufficient time to receive, review and approve such Phase 2 environmental audit.

 (f) The holder of the Mortgage shall have by the Contribution Date approved the contribution of the Membership Interests to SCOLP in accordance with the terms hereof, and prior to Closing, the holder of the Mortgage shall have executed and delivered to SCOLP a consent and estoppel certificate (the "Estoppel"), dated not more than ten (10) days prior to the Contribution Date, in a form reasonably acceptable to SCOLP.

 (g) No action, suit, proceeding or investigation shall have been instituted before any court or governmental body, or instituted by any governmental agency, to restrain or prevent consummation of the transactions under this Agreement or which would affect the right of SCOLP to own, operate and control the Holding Company, the Owner or the Project.

10.2           The obligation of Contributor to consummate the contribution of the Membership Interests is expressly conditioned upon the following, each of which constitutes a condition precedent to the obligations of Contributor hereunder which, if not performed or determined to be acceptable to Contributor on or before the Contribution Date (unless a different time for performance is expressly provided herein), shall permit Contributor, at its sole option, to declare this Agreement null and void and of no further force and effect by written notice to the SCOLP, whereupon none of Contributor, the Owner, the Holding Company nor SCOLP shall have any further obligations hereunder to the other (provided that Contributor shall have the right to waive any one or all of such conditions):

 (a) SCOLP shall have complied with and performed all covenants, agreements and conditions on its part to be performed under this Agreement within the time herein provided for such performance.

 (b) The representations, warranties and agreements of SCOLP contained herein and in all documents and agreements executed pursuant hereto are and shall be true and correct as of the date hereof and as of the Contribution Date in all material respects.

 (c) Contributor shall have received the consideration provided in Section 2 above.

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 (d) The holder of the Mortgage shall have executed and delivered to Contributor a release of any guarantor thereunder in a form reasonably acceptable to Contributor.

 (e) No action, suit, proceeding or investigation shall have been instituted before any court or governmental body, or instituted by any governmental agency, to restrain or prevent consummation of the transactions under this Agreement.

11.            OPERATION OF PROJECT.

11.1           From and after the date hereof to the Contribution Date, Owner shall: continue to maintain the Project in the ordinary course and shall operate the Project in substantially the same manner as the Project has been operated prior to the date hereof; perform all regular maintenance and repairs with respect to the Project; and not change the operation or status of the Project in any manner reasonably expected to impair or diminish its value; provided, however: (a) no Tenant Lease shall be executed or extended for a term in excess of one year; (b) no Tenant Lease shall be executed or extended at a rental rate that is less than the present rental for such space within the Project; and (c) Owner shall at or prior to the Contribution Date furnish SCOLP with a copy of each new or renewal lease.

11.2           Effective as of the Contribution Date, Owner shall be entitled to terminate the existing manager of the Project and those employees of Owner designated by SCOLP prior to the Contribution Date.  All compensation, fees and payments of any nature whatsoever payable or claimed as a result of the termination of such manager and employees, and all costs associated therewith shall be paid by Owner or Contributor prior to the Contribution Date.  SCOLP and Contributor acknowledge that SCOLP may request the termination of all Owner employees as of the Contribution Date with the understanding that they may be re-hired by Owner after the Contribution Date provided they agree with the terms of employment offered by SCOLP.

12.            DESTRUCTION OF PROJECT.

12.1           In the event any part of the Project shall be damaged or destroyed prior to the Contribution Date, Contributor shall notify SCOLP thereof, which notice shall include a description of the damage and all pertinent insurance information.  If the use or occupancy of the Project is materially affected by such damage or destruction or the cost to repair such damage or destruction exceeds Fifty Thousand Dollars ($50,000.00), SCOLP shall have the right to terminate this Agreement by notifying Contributor within ten (10) days following the date SCOLP receives notice of such occurrence or on the Contribution Date, whichever occurs first, whereupon none of Contributor, Owner, the Holding Company nor SCOLP shall have any further obligation hereunder to each other.  If SCOLP does not elect to terminate this Agreement, or shall fail to timely notify Contributor, prior to the Contribution Date the parties shall take all action necessary to assure Owner's right, title and interest in and to the proceeds of the fire and extended coverage insurance presently carried by or payable to Owner.

13.            CONDEMNATION.

13.1           If, prior to the Contribution Date, either Owner, the Holding Company, Contributor or SCOLP receives or obtains notice that any governmental authority having jurisdiction intends to

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commence or has commenced proceedings for the taking of any portion of the Project by the exercise of any power of condemnation or eminent domain, or notice of any such taking is recorded among the public records of the State of Michigan or ________ County, and such taking results in a reduction of the number of home sites within the Project or SCOLP determines that such taking will adversely affect the operation of the Project, SCOLP shall have the option to terminate this Agreement by notifying Contributor within ten (10) days following SCOLP's receipt of such notice or on the Contribution Date, whichever is earlier, in which event none of Contributor, Owner, the Holding Company nor SCOLP shall have any other or further liability or responsibility hereunder to the other.  If SCOLP does not elect or does not have the right to terminate this Agreement or shall fail to timely notify Contributor, SCOLP shall close the transaction as if no such notice had been received, obtained or recorded or proceedings commenced, and in such event, any proceeds or awards made in connection with such taking shall be the sole property of Owner, and not Contributor.

14.            DEFAULT.

14.1           In the event Owner or Contributor shall fail to perform any of their obligations hereunder, SCOLP may, at its option and in addition to all other rights available at law or in equity and in addition to all other rights available under the Master Contribution Agreement, terminate this Agreement by written notice delivered to Contributor at or prior to the Contribution Date.

14.2           In the event SCOLP does not elect to terminate this Agreement as permitted herein and the conditions precedent to the obligation of SCOLP to accept the Contributed Membership Interests have been satisfied or waived by SCOLP in writing, and thereafter SCOLP fails to accept the contribution and transfer of the Contributed Membership Interests on the Contribution Date in accordance with the terms of this Agreement, Contributor shall be entitled to terminate this Agreement by written notice delivered to SCOLP at or prior to the Contribution Date.  Neither SCOLP nor any designee, transferee or assignee of SCOLP, nor any officers, directors, shareholders or partners, general or limited, of SCOLP or such designee, transferee or assignee, shall be personally or individually liable with respect to any obligation under this Agreement, all such personal and individual liability, if any, being hereby waived by Owner and Contributor on their behalf and on behalf of all persons claiming by, through or under them.

15.           LIABILITY AND INDEMNIFICATION.

15.1           Except as otherwise specified in Section 9.1, SCOLP does not and shall not assume any liability for any claims arising out of the occurrence of any event or the existence of any condition prior to the Contribution Date with respect to the Project, and except for the liability of Owner under the Mortgage Note, all accounts payable, obligations and liabilities of Owner, accrued or unaccrued, foreseen or unforeseen, contingent or liquidated, incurred as of the Contribution Date or arising out of events or occurrences prior to the Contribution Date (collectively, the "Pre-Contribution Liabilities") shall be the responsibility of, and paid by, Contributor.

15.2           Contributor agrees to indemnify and hold harmless Owner and SCOLP and their respective successors, assigns, constituent members and partners, employees, agents and representatives, from and against any and all claims, penalties, damages, liabilities, actions, causes of action, costs and expenses (including attorneys' fees and costs) arising out of, as a result of or as

20

a consequence of: (a) the Pre-Contribution Liabilities, which include, without limitation, (i) any property damage or injuries to persons, including death, caused by any occurrence at the Project or resulting from Owner's use, possession, operation, repair and maintenance of the Project prior to the Contribution Date, (ii) any breach of the lessor's obligations under the Tenant Leases which occurred prior to the Contribution Date or as a result of Owner not having reserved cash as of the Contribution Date equal to the amount of all security deposits to be held under the Tenant Leases, (iii) any breach of Owner's obligations under the Project Contracts which occurred prior to the Contribution Date, (iv) the termination of the employees of Owner or the manager of the Project on or prior to the Contribution Date pursuant to Section 11.2 hereof, (v) clean up costs and future response costs incurred by Owner or SCOLP under the Environmental Laws as a result of a determination by a court or governmental authority having jurisdiction for events or occurrences prior to the Contribution Date, and (vi) all costs and expenses required to be paid by Contributor under Sections 6.1, 19.1 and/or 20.1;  and (b) any breach by Contributor or Owner of any of their representations, warranties, or obligations set forth herein or in any other document or instrument delivered by Contributor or Owner in connection with the consummation of the transactions contemplated herein.

15.3           From and after the Contribution Date, SCOLP agrees to indemnify, defend and hold harmless Contributor from and against any and all claims, penalties, damages, liabilities, actions, causes of action, costs and expenses (including reasonable attorneys’ fees), arising out of, as a result of or as a consequence of: (i) any breach of the lessor's obligations under the Tenant Leases which occurs subsequent to the Contribution Date; (ii) any breach of  SCOLP's obligations under the Project Contracts assigned to SCOLP at its request which may occur subsequent to the Contribution Date;  (iii) any property damage or injuries to persons, including death, caused by the occurrence of any event at the Project after the Contribution Date or in connection with the SCOLP’s use, possession, operation, repair and maintenance of the Project after the Contribution Date; (iv) any breach by SCOLP of any of its representations, warranties, or obligations set forth herein or in any other document or instrument delivered by the SCOLP in connection with the consummation of the transactions contemplated herein; and (v) any failure by SCOLP to pay costs and expenses required to be paid by SCOLP under Sections 6.1, 19.1 and/or 20.1.

16.           DUE DILIGENCE INVESTIGATION.

16.1           Commencing on the date hereof, SCOLP shall have a period of thirty (30) days (the "Investigation Period") to inspect and investigate all aspects of the Project, the Owner and the Holding Company, including, without limitation, the physical condition of the Project, all items of income and expense arising from the Owner's ownership and operation of the Project, and all documents relating thereto.  At any time prior to the expiration of the Investigation Period and for any reason whatsoever, SCOLP may, at its option and in its sole and absolute discretion, terminate this Agreement by delivery of written notice to Owner, in which event none of Contributor, the Owner, the Holding Company nor SCOLP shall have any further obligations to any other party except as expressly provided herein.

17.           OTHER AGREEMENTS.

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17.1           Notwithstanding any provision of this Agreement to the contrary, (a) neither party may exercise any right of termination under this Agreement unless such party or its affiliates also terminate all of the Other Contribution Agreements, and (b) each party who, or whose affiliate, terminates one of the Other Contribution Agreements shall have the right to terminate this Agreement provided that it terminates all of the Other Contribution Agreements, so that a closing must occur under both this Agreement and all of the Other Contribution Agreements, or under none of them.  Any termination of this Agreement pursuant to clause (b) of the preceding sentence shall be effected by written notice to the other party, whereupon no party shall have any further liability to any other party under this Agreement, except as expressly provided herein.

17.2           The provisions of Section 17.1 shall not apply if any of the Other Contribution Agreements is terminated because of a failure of the owner's members to approve the contribution, except that in such event SCOLP may terminate this Agreement by written notice to Contributor not later than the Contribution Date, provided that SCOLP simultaneously terminate all of the Other Contribution Agreements.  In the event of such termination, no party shall have any further liability to any other party under this Agreement, except as expressly provided herein.

17.3           For purposes hereof, “Other Contribution Agreements” shall mean each of the Contribution Agreements (other than this Agreement) entered into by and among SCOLP, affiliates of the Owner and their respective members pursuant to that certain Master Contribution Agreement, dated as of April 1, 2011, by and among Kentland Corporation, Wilbur A. Lettinga, William B. Lettinga, Michael Lettinga, Sun Communities, Inc., and SCOLP (the “Master Contribution Agreement”).

18.            CLOSING.

18.1           Subject to the provisions of Section 5.1 and satisfaction or waiver by SCOLP of the conditions set forth in Section 10.1 hereof, the closing ("Closing") of the transactions contemplated herein shall take place simultaneously with the closing of the transactions provided for in the Other Contribution Agreements at the offices of Jaffe, Raitt, Heuer & Weiss, P.C., 27777 Franklin Road, Suite 2500, Southfield, Michigan 48034 at 10:00 A.M., local time, on a date designated by SCOLP (the "Contribution Date") which is not more than fifteen (15) days after the later of (a) the expiration or written waiver by SCOLP of the Investigation Period or (b) the receipt by SCOLP of the Estoppel in accordance with Section 10.1(f).

18.2           At Closing:

 (a) Contributor shall execute and deliver an Assignment of Membership Interest, transferring all of its Contributed Membership Interests to SCOLP, free and clear of all liens, claims and encumbrances whatsoever.

 (b) SUI and Contributor shall execute and deliver an amendment to the Partnership Agreement and an amendment to the SCOLP certificate of limited partnership reflecting the transactions provided for in this Agreement.

 (c) SCOLP and Contributor shall enter into an amended and restated operating agreement of the Holding Company to provide for the withdrawal of Contributor and the

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admission of SCOLP as the sole member of the Holding Company in place of Contributor, such operating agreement to be in form and content provided by SCOLP.

 (d) SUI and Contributor shall enter into the Registration Rights Agreement in the form attached to the Master Contribution Agreement.

 (e) SUI and Contributor shall enter into the Registration Rights Agreement in the form attached to the Master Contribution Agreement.

 (f) Contributor shall cause the Commitment referred to in Section 4.1 hereof to be recertified and updated to the Contribution Date, and shall cause the policy of title insurance to be issued to Owner pursuant to such updated Commitment together with such endorsements thereto.

 (g) Owner and Contributor shall deliver to SCOLP a certificate confirming the truth and accuracy of their representations and warranties hereunder, and the Rent Roll, updated to the Contribution Date, shall be certified as true and correct in all respects.

 (h) Contributor shall deliver to Owner and SCOLP to the extent in its possession, originals of: (i) the Tenant Leases, including all amendments thereto and modifications thereof; (ii) all Project Contracts; (iii) all architectural plans and specifications and other documents pertaining to the development of the Project; (iv) certificates of title for all mobile homes and vehicles owned by Owner; and (v) all other documentation currently used in the operation of the Project or Owner.

 (i) Contributor shall deliver to SCOLP an affidavit certifying that it and all persons or entities holding an interest in Contributor are not non-resident aliens or foreign entities, as the case may be, such that Contributor and such interest holders are not subject to tax under the Foreign Investment and Real Property Tax Act of 1980.

 (j) SCOLP shall deliver to Contributor certificates or such other instruments reasonably necessary to evidence that the execution and delivery of this Agreement and all documents to be executed and delivered by SCOLP hereunder, have been authorized by SCOLP and that all persons or entities who have executed documents on behalf of SCOLP in connection with the transaction have due authority to act on their behalf.

 (k) Contributor’s legal counsel shall deliver to SCOLP a legal opinion, in form and substance satisfactory to SCOLP, as to the due authorization, valid execution and enforceability of this Agreement by and against Contributor.

 (l) Contributor, Owner, the Holding Company and SCOLP shall each deliver to the other evidence of payment (or provision for payment) of costs, fees and expenses for which such party is responsible hereunder, and such other documents or instruments as shall reasonably be required by such party, its counsel or the Title Company to consummate the transaction contemplated herein and/or to cause the issuance of the policy of title insurance which, in all events, shall not increase such party's liability hereunder or decrease such party's rights hereunder.

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19.            COSTS.

19.1           SCOLP and Contributor shall each be responsible for their own counsel fees and travel expenses.  As provided for herein, Contributor shall pay: (a) the documentary, intangible and transfer taxes, if any, due on the conveyance of the Contributed Membership Interest to SCOLP; (b) all costs, expenses and fees payable to the holder of the Mortgage (including any assumption fees) with respect to the consent to the contribution of the Contributed Membership Interests and the Estoppel required herein; and (c) the title insurance premiums for the policy of title insurance as specified in Section 4.1 hereof.  As provided for herein, SCOLP shall pay: (i) all recording fees; (ii) costs associated with the Surveys and UCC and tax lien searches described in Section 4.3 hereof; and (iii) costs of the Phase I and Phase II Audits and any other costs associated with SCOLP’s inspection of the Project as described in Section 9.1 hereof.

20.            BROKERS.

20.1           SCOLP, Contributor and Owner represent and warrant to each other that the parties making the representation have not dealt with any brokers or finders or created or incurred any obligation for a commission, finder’s fee or similar remuneration in connection with this transaction (except that Owner has retained Robert W. Baird & Co.) and agree to indemnify, warrant and defend each other against and from all liability, loss, damages, claims or expenses, including reasonable attorney fees, arising from the breach or asserted breach of such representation.  Contributor shall be solely responsible for all fees and expenses due to Robert W. Baird & Co. as a result of the transactions contemplated by this Agreement.

21.            ASSIGNMENT.

21.1           Neither SCOLP, Contributor nor Owner shall have the right to assign this Agreement.

22.            CONTROLLING LAW.

22.1           This Agreement shall be controlled, construed and enforced in accordance with the laws of the State of Michigan.

23.            ENTIRE AGREEMENT.

23.1            This Agreement (together with the exhibits hereto) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the Owner, Contributor and SCOLP with respect to the subject matter hereof.  There is no statement, promise, agreement or obligation in existence which may conflict with the terms of this Agreement or which may modify, enlarge or invalidate this Agreement or any provision hereof.  None of the prior and/or contemporaneous negotiations, preliminary drafts, or prior versions of this Agreement leading up to its execution and not set forth herein shall be used by any of the parties to construe or affect the validity of this Agreement.

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24.           AMENDMENTS.

24.1           This Agreement may not be amended or modified except by an instrument in writing signed by, or on behalf of, SCOLP, the Owner, the Holding Company and Contributor.

25.           DESIGNATED REPRESENTATIVE.

25.1           The Owner, the Holding Company and Contributor, on the one hand, and SCOLP, on the other hand, shall each designate at least one representative (“Designated Representative”) who shall have the authority to represent, act for and bind the designating parties.  Any notice or other communication to a Designated Representative in accordance with this Agreement shall constitute notice or communication to the parties whom he represents, and any act or waiver by a Designated Representative shall constitute an act or waiver by the parties whom he represents for all purposes under this Agreement.  By way of illustration and not limitation, each Designated Representative shall have full power and authority, for and on behalf of the parties whom he represents, to: (i) receive notices or service of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by such parties under this Agreement and (iii) to execute and deliver any termination, amendment or waiver to this Agreement. The Owner, the Holding Company and Contributor hereby designate Wilbur A. Lettinga as their Designated Representative and, in the event that Wilbur A. Lettinga is unable or unwilling to so serve, the Owner, the Holding Company and Contributor hereby designate William B. Lettinga as their Designated Representative.

26.            NOTICES.

26.1           All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by an internationally recognized overnight courier service, by facsimile or registered or certified mail (postage prepaid, return receipt requested) to the respective parties hereto at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 26.1):

If to Owner, the Holding Company or Contributor:

Mr. Wilbur A. Lettinga

Kentland Corporation

5625 Prairie Creek Drive, Suite 100

Caledonia, Michigan 49316

Fax: (616) 554-3694

With a required copy to:

Rhoades McKee

161 Ottawa Avenue NW, Suite 600

Grand Rapids, Michigan 49503

Attn: Mr. Thomas P. Hogan

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Fax: (616) 233-5269

If to SCOLP:

Mr. Gary A. Shiffman

Sun Communities, Inc.

27777 Franklin Road, Suite 200

Southfield, Michigan 48034

Fax: (248) 208-2645

With a required copy to:

Jaffe, Raitt, Heuer & Weiss, P.C.

27777 Franklin Road, Suite 2500

Southfield, Michigan 48034

Attn: Mr. Arthur A. Weiss

Fax: (248) 351-3082

27.            BINDING.

27.1           The terms hereof shall be binding upon and shall inure to the benefit of the parties hereto, their successors, transferees and assigns.

28.            PARAGRAPH HEADINGS.

28.1           The captions in this Agreement are inserted for convenience of reference and in no way define, describe or limit the scope or intent of this Agreement or any of the provisions hereof.

29.            SURVIVAL AND BENEFIT.

29.1           Except as otherwise expressly provided herein, each agreement, representation or warranty made in this Agreement by or on behalf of either party, or in any instruments delivered pursuant hereto or in connection herewith, shall survive the Contribution Date and the consummation of the transactions provided for herein.

29.2           The covenants, agreements and undertakings of each of the parties hereto are made solely for the benefit of, and may be relied on only by, the other parties hereto, their transferees and assigns, and are not made for the benefit of, nor may they be relied upon, by any other person whatsoever.

29.3           This Agreement shall not be construed more strictly against one party than against the other, merely by virtue of the fact that it may have been prepared by counsel for one of the parties, it being recognized that Contributor, SCOLP, and Owner have contributed substantially and materially to the preparation of this Agreement.

30.           COUNTERPARTS.

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30.1           This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.  Copies (whether photostatic, facsimile or otherwise) of this Agreement may be made and relied upon to the same extent as an original.

31.           FURTHER ASSURANCES.

31.1           From time to time after the Contribution Date, Contributor, SCOLP and Owner shall execute and deliver or cause to be executed and delivered, such further instruments and documents, and shall do or cause to be done such further acts and things as may reasonably be requested by another party hereto with respect to the transactions contemplated herein.

[Signatures on next page]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

OWNER:

____________________ LLC, a Michiganlimited liability company

By:                                                                           

Name: Wilbur A. LettingaTitle: Manager

HOLDING COMPANY:

____________________HOLDING COMPANY#1, LLC, a Michigan limited liability company

By:                                                                           

Name: Wilbur A. Lettinga

Title: Manager

CONTRIBUTOR:

____________________HOLDING COMPANY#2, LLC, a Michigan limited liability company

By:                                                                           

Name: Wilbur A. Lettinga

Title: Manager

SCOLP:

SUN COMMUNITIES OPERATING LIMITEDPARTNERSHIP, a Michigan limited partnership

By:           Sun Communities, Inc., General Partner

By:                                                                

Name:                                                                

Title:               

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EXHIBIT D

List of Assumed Debt Documents

Apple Carr Village Mobile Home Park LP

Multifamily Note

Multifamily Mortgage

Assignment of Multifamily Mortgage, Assignment of Rents and Security Agreement

Assignment of Collateral Agreements and other Loan Documents

Replacement Reserve and Security Agreement

Agreement to Amend or Comply

Brookside Village Mobile Home Park LP

Multifamily Note

Multifamily Mortgage

Assignment of Multifamily Mortgage, Assignment of Rents and Security Agreement

Assignment of Collateral Agreements and other Loan Documents

Replacement Reserve and Security Agreement

Agreement to Amend or Comply

Cider Mill Village Mobile Home Park LP

Second Note Rider (Term Note)

Amendment No. 1 to Subordination Agreement

Mortgage Amendment

Copy of Closing Book from Mortgage Modification (2003)

Loan Agreement

Promissory Note 2/1/03

Mortgage Amendment

Term Loan Note and Agreement

Country Hills Village Mobile Home Park LP

Second Note Rider (Term Note)

Amendment No. 1 to Subordination Agreement

Copy of Closing Book from Mortgage Modification (2003)

Loan Agreement

Promissory Note 2/1/03

Partial Mortgage Release

Mortgage Amendment

Country Meadows Village Mobile Home Park LLC

Amended and Restated Term Loan Agreement

Amended and Restated Note 6/1/10

Amended and Restated Mortgage

Environmental Indemnification and Release

$5,400,000 Noted dated 12/12/03

Mortgage dated 7/1/02

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Dutton Mill Village LP

Multifamily Note

Multifamily Mortgage

Assignment of Multifamily Mortgage, Assignment of Rents and Security Agreement

Assignment of Collateral Agreements and other Loan Documents

Replacement Reserve and Security Agreement

Agreement to Amend or Comply

Hickory Hills Village Limited Partnership

Multifamily Note

Multifamily Mortgage

Assignment of Multifamily Mortgage, Assignment of Rents and Security Agreement

Replacement Reserve and Security Agreement

Assignment of Management Agreement

Agreement to Amend or Comply

Management Agreement

Hidden Ridge an RV Community LLC

Forbearance Agreement, July 10, 2010

Promissory Note; First Rider; Second Rider; Third Rider; Fourth Rider

Subordination Agreement

Holiday West Village Mobile Home Park LP

Agreement to Amend or Comply

Assignment of Management Agreement

Certificate of Authority and Corporate Documents

Mortgage Loan Certificate

Multifamily Mortgage

Multifamily Note

Replacement Reserve and Security Agreement

Leisure Village Mobile Home Park

Promissory Note Secured by Mortgage

Future Advance Mortgage

Assignment and Conveyance (Bridger Commercial Funding)

Assignment and Conveyance (Bank of America)

Blanket Assignment of Contracts, Agreements and Licenses

Environmental Indemnity Agreement

Pledge of Deposit Accounts

Post Closing Agreement

Certificate Regarding Special Purpose Entity

Promissory Note Secured by Mortgage

Post Closing Agreement

Agreement for Disbursement Prior to Recording

Pledge of Deposit Accounts

Blanket Assignment of Contracts, Agreements and Licenses

Exhibit A to Financing Statement

Environmental Indemnity Agreement

Future Advance Mortgage

2

Oak Island Village Mobile Home Park

Fannie Mae Multifamily Deal Management Waivers

Multifamily Note

Multifamily Mortgage

Assignment of Multifamily Mortgage, Assignment of Rents and Security Agreement

Assignment of Collateral Agreements and other Loan Documents

Replacement Reserve and Security Agreement

Agreement to Amend or Comply

Orchard Hills Village Mobile Home Park LP

First Note Rider (Term Note No. 2)

First Note Rider (Term Note)

Amendment No. 1 to Subordination Agreement

Copy of Closing Book from Mortgage Modification (2003)

 Loan Agreement

 Promissory Note 2/1/03

 Mortgage Amendment

Pinebrook Village Mobile Home Park, Inc.

Multifamily Note

Multifamily Mortgage

Assignment of Multifamily Mortgage, Assignment of Rents and Security Agreement

Assignment of Collateral Agreements and other Loan Documents

Replacement Reserve and Security Agreement

Agreement to Amend or Comply

Complete/Repair and Security Agreement

Assignment of Management Agreement

Indemnification Agreement

Post Closing Agreement

Southwood Village Mobile Home Park II

Multifamily Note

Multifamily Mortgage

Assignment of Multifamily Mortgage, Assignment of Rents and Security Agreement

Replacement Reserve and Security Agreement

Assignment of Management Agreement

Agreement to Amend or Comply

Sycamore Village Mobile Home Park LP

Multifamily Note

Multifamily Mortgage

Assignment of Multifamily Mortgage, Assignment of Rents and Security Agreement

Replacement Reserve and Security Agreement

Assignment of Management Agreement

Agreement to Amend or Comply

3

Tamarac Village Mobile Home Park LP

Land Lease

Multifamily Note

Multifamily Mortgage

Assignment of Multifamily Mortgage, Assignment of Rents and Security Agreement

Assignment of Collateral Agreements and other Loan Documents

Replacement Reserve and Security Agreement

Agreement to Amend or Comply

Warren Dunes Village MHP LLC

Promissory Note Secured by Mortgage

Future Advance Mortgage

Absolute Assignment of Rents and Leases

Assignment and Conveyance under Master Mortgage Loan Purchase Agreement of 2/23/99

Assignment and Conveyance of Future Advance Mortgage

Security Agreement

Blanket Assignment of Contracts, Agreements and Licenses

Environmental Indemnity Agreement

Letter re: Pledge of Deposit Accounts

Post Closing Agreement

Waverly Shores Village Mobile Home Park LP

Multifamily Note

Multifamily Mortgage

Assignment of Multifamily Mortgage, Assignment of Rents and Security Agreement

Assignment of Collateral Agreements and other Loan Documents

Replacement Reserve and Security Agreement

Agreement to Amend or Comply

Windsor Woods Village Mobile Home Park LP

Multifamily Note

Multifamily Mortgage

Assignment of Multifamily Mortgage, Assignment of Rents and Security Agreement

Assignment of Collateral Agreements and other Loan Documents

Replacement Reserve and Security Agreement

Agreement to Amend or Comply

Indemnification Agreement

Assignment of Management Agreement

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EXHIBIT F

PROPERTY MANAGEMENT AND LEASING AGREEMENT

THIS PROPERTY MANAGEMENT AND LEASING AGREEMENT (this “Agreement”) is made as of this ____ day of _________________, 2011 between SUN ACQ LLC, a Michigan limited liability company (“Agent”), and WEST OLIVE ESTATES MOBILE HOME PARK, LLC, a Michigan limited liability company (“Owner”).

RECITALS

A.         Owner is the owner of certain property known as West Olive Village, described on Exhibit “A” attached hereto, including, without limitation, land, easements, buildings, structures, improvements, manufactured home sites, fixtures attached to or used at the property, parking, facilities, walkways, ramps, machinery, equipment, goods, licenses, permits and franchises issued with respect to the use, occupancy, maintenance or operation or the property, and all other items and rights now or hereafter belonging to Owner and used in any manner and in relation thereto (collectively, the “Property”).

B.         Owner desires (i) to engage Agent to perform the property management and leasing services more particularly described in this Agreement, and (ii) to appoint Agent as managing agent for the Property, and Agent desires to accept such engagement and appointment, all upon and subject to the terms and conditions hereinafter set forth.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth below, Owner and Agent agree as follows:

1.                      Appointment of Agent. Owner hereby appoints Agent as the exclusive managing and leasing agent for the Property, and Agent hereby accepts such appointment, each upon and subject to the terms and conditions set forth in this Agreement.  Agent shall be deemed to be an independent contractor and no partnership or joint venture relationship between Owner and Agent is created or is intended by this Agreement.

2.                      Effective Date; Term.  Except as otherwise set forth in Section 7 herein, this Agreement shall commence on the date hereof and continue for one (1) year; provided, however, that this Agreement shall not be effective until such time as Owner’s secured lender consents to this Agreement.   Agent shall have the option to extend the term of this Agreement for four (4) additional one (1) year terms by providing written notice of such election to Owner no later than sixty (60) days prior to the expiration of the current term.

3.                      Agent's Duties and Powers as Managing Agent.

(a)                      General Scope.  Agent shall manage, coordinate and supervise the proper conduct of the ordinary and usual business and affairs pertaining to the operation, maintenance and management of the Property (all such activities being hereinafter collectively referred to as “Management Activities”), consistent with good industry practice.  Agent shall have such responsibilities, and shall perform and take, or cause to be performed or taken, all such services and actions customarily performed or taken by managing agents of property of similar nature,

location and character to that of the Property as shall be necessary or advisable for the proper conduct of the Management Activities, including, without limitation, the duties and powers set forth in subsections (b) through (j) below, with due diligence and care to the extent required, permitted or not prohibited by any applicable law.  Unless otherwise specifically provided in this Agreement, all services and actions which Agent is required or permitted to perform or take, or cause to be performed or taken, under this Agreement in connection with the Management Activities shall be performed or taken, as the case may be, for and on behalf of Owner and at Owner ’s sole expense including, without limitation, Agent’s travel expenses, Agent’s on-site personnel, including the property manager, and Agent's contracting with third parties for certain services as provided for herein.

(b)                      Rent and Collections.  Agent shall use commercially reasonable efforts to collect from all persons and/or entities occupying or using space in the Property (individually a “Tenant” and collectively “Tenants”) all fixed, based or minimum rent and all other amounts payable by such Tenants, including, without limitation, taxes and electricity or other utility services, if applicable (all such fixed, base or minimum rents and other amounts, if any, being sometimes hereinafter collectively referred to as “Rent”) under their respective leases or license, occupancy or similar agreements (individually a “Lease” and collectively “Leases”), and in connection therewith, shall prepare and deliver to Tenants all “late payment,” default and other appropriate notices, requests, bills, demands and statements, including notices of taxes, electricity and other utility services increases.  Agent may, at Owner’s sole cost and expense, retain counsel, collection agencies and such other persons and firms as Agent shall deem appropriate or advisable, to enforce by legal action the rights and remedies of Owner against any Tenant in default in the performance of its obligations under the Lease.  In the event a portion of any Rent received by Agent represents such Tenant’s installment payment towards its manufactured home, unless the applicable installment note indicates otherwise, Agent shall apply such Rent first towards the installment payment for the home, with any remainder to be applied as set forth below.  Each month, Agent shall apply the Rent so collected and any and all other revenue pertaining to the Property from whatever source (together with Rent, “Property Revenue”) as follows:

(i)                      First, to the payment of all operating and other expenses incurred in connection with the Property which are not otherwise payable by third parties, including, but not limited to, all expenses incurred by Agent in performing its obligations under this Agreement, the cost of maintaining the Property, any and all repair, maintenance and other obligations under any Lease, the cost of all operation, maintenance, improvement, protection, preservation, display, marketing, leasing or other activities on or with respect to the Property, including without limitation, real estate taxes, insurance premiums and assessments (collectively, the “Operating Expenses”).  In the event that Property Revenue collected for any month is insufficient to pay that month’s Operating Expenses in full, Agent may provide such funds as necessary to cover the Operating Expenses shortfall.  Any funds advanced by Agent for Operating Expense shortfalls will accrue interest at a rate equal to ___% per annum until repaid and will be considered indebtedness owing from Owner to Agent, whether or not such indebtedness is evidenced by a promissory note.

(ii)                      Next, to the payment of the debt service obligations of Owner to ____________, as Lender, under that certain [Loan Agreement][Mortgage] dated __________ [(the “Loan Agreement”)][(the “Mortgage”)].

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(iii)                      Next, to the payment of the Management Fees to Agent pursuant to the provisions of Section 6 of this Agreement, including any accrued and unpaid Management Fees.

(iv)                      Next, to the establishment of such reserves as Agent shall deem necessary for the benefit of the Property in its sole and absolute discretion.

(v)                      The remainder, if any, to Owner.

(c)                      Employees.

(i)                      To the extent Agent deems necessary for the conduct of the Management Activities, Agent shall hire personnel who, in each instance, shall be employees of Agent.  The wages and benefits of any personnel hired by Agent shall be paid as provided in subsection (b) above.  Agent shall direct and supervise all personnel hired by Agent in the performance of their duties and shall discharge all personnel whose employment Agent shall determine to be unnecessary or undesirable.  Agent shall use all reasonable efforts to minimize duplication of services among its employees and to avoid overtime whenever reasonably possible.  Agent shall use due care in the selection of personnel it employs to perform the Management Activities.

(ii)                      Agent shall (A) pay all wages and other benefits properly payable to the employees hired by Agent under subsection 3(c)(i) above, (B) maintain adequate payroll records, (C) remit to the proper authorities all required income and social security withholding taxes, unemployment insurance payments, workmen's compensation payments and such other amounts with respect to the wages and other benefits payable to such employees as may be required under applicable laws, together in each case with all required reports or other filings, and (D) obtain, maintain and administer all medical, disability and other insurance benefits and other fringe benefits as may from time to time be required under any union or other agreements or arrangements pertaining to Agent's employment, as the case may be, of such personnel.

(d)                      Professionals and Contractors.  To the extent Agent deems necessary in connection with the Management Activities, Agent shall (i) identify and enter into contracts with architects, engineers, accountants, attorneys, tradesmen and other independent contractors qualified to perform services at the Property, and (ii) supervise the administration, and monitor the performance, of all work to be performed and services to be rendered under all such contracts.  Agent shall use due care in the selection of all such contracts.  Agent shall use due care in the selection of all such professionals and other independent contractors.

(e)                      Maintenance.

(i)                      Agent shall cause the Property, including common areas thereof, sidewalks, signs, parking lots and landscaping, to be maintained in good and safe condition.  In connection with such maintenance obligations, Agent shall be permitted to use the equipment and vehicles owned by Owner and located on the Property and Owner shall reimburse Agent in connection with any costs incurred by Agent to provide insurance for such equipment.

(ii)                      To the extent of the capacity of all equipment and systems located in or servicing the Property, Agent shall cause all such equipment and systems to be operated effectively and maintained in good repair.  Further, Agent shall cause to be provided or made

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available to Tenants those services which Owner is required to provide or to make available under Leases.

(iii)                      Agent shall enter into such service and maintenance contracts as Agent shall deem necessary or appropriate for the operation and maintenance of the Property, including, but not limited to, the equipment and systems located in or servicing the Property, contracts for utilities, telephone service, landscape maintenance, rubbish removal, fuel, security, food vending and vermin extermination.  Agent shall purchase in reasonable quantities and at reasonable prices all supplies, materials, tools and equipment which Agent shall deem necessary or appropriate for the proper operation and maintenance of the Property.

(f)                      Supervision of Tenants.

(i)                      Agent shall plan and coordinate the moving in and moving out of Tenants in the Property in order to insure a minimum of disturbance to the operation of the Property and to other Tenants then occupying or preparing to occupy space in the Property.

(ii)                      Agent shall receive and use all reasonable efforts to attend to and resolve any complaints, disputes or disagreements by or among Tenants.

(iii)                      Agent shall take commercially reasonable steps to cause the Tenants’ compliance with the terms and provisions of their respective Leases.

(iv)                      Agent may terminate tenancies, evict Tenants and recover possession of premises occupied by them, and sue in Owner's name to recover Rents and other sums due.

(g)                      Insurance.  Owner [or Agent] shall procure and maintain in full force and effect at all times insurance coverage to adequately protect Owner and the Property, which shall be (i) in compliance with the terms of the [Loan Agreement][Mortgage] and (ii) at the expense of Owner. Pursuant to Section 2(b), Agent shall pay all premiums for such insurance coverage as part of Operating Expenses.  Additionally, Agent agrees and covenants to carry at all times Workers' Compensation and Employers' Liability coverages at Owner’s expense (except with respect to Agent's officers and directors and Agent's home office employees which shall be at Agent's expense) and, upon request, to provide Owner with evidence of same (each of which shall if possible name Owner as an insured).

(h)                      Advertising - Public Relations.  Agent may, but shall not be required to, hire such advertising services, place such advertisements and generally supervise and attend to all promotional matters pertaining to the operation of the Property as Agent shall deem advisable.

(i)                      Compliance.  Agent shall take or cause to be taken all such appropriate actions in and about or affecting the Property as Agent shall deem advisable to comply with all legal requirements applicable to the Property.

Agent may, without Owner’s prior written approval, take or cause to be taken any such actions without limitation as to cost if failure to do so would or might, in Agent's reasonable judgment, expose Owner or Agent to criminal liability.  Agent and Owner shall each promptly

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 notify the other of any violation, order, rule or determination affecting the Property of any governmental authority or agency.

Agent shall take or cause to be taken all such appropriate actions in and about or affecting the Property as Agent shall deem advisable to comply with all terms and conditions contained in any ground lease, space lease, mortgage, deed of trust or other security instrument affecting the Property.

4.                      Agent's Duties and Powers as Leasing Agent.

(a)                      Duties.  Agent shall use all reasonable efforts, consistent with normal and customary practices in the manufactured home leasing business, to negotiate and consummate Leases for all space in the Property available for rent from time to time, at rentals and upon such other terms and conditions as shall be consistent with the relevant market for the Property, as reasonably determined by Agent.  Owner acknowledges that Agent and its affiliates owns, manages and operates other manufactured home communities in the vicinity of the Property.

(b)                      Powers.  Subject to the terms and conditions of this Agreement, Agent shall have the power to:

(i)                      negotiate on behalf of Owner, on such terms as may be designated by Owner to Agent from time to time, with respect to the rental of space at the Property, the extension or renewal of existing Leases and the modification or termination of Leases and other agreements pertaining to all of the above;

(ii)                      prepare or cause to be prepared, using Agent’s form of Lease, all new Leases and modifications or terminations of existing Leases; and

(iii)                      authorize or provide for advertisements and other promotional activities, including, leasing plans and signs and circular matter, contemplated under the marketing and promotional program developed by Owner.

5.                      Books, Accounts, Records and Remittances.

(a)                      Books and Records.  Agent shall establish and maintain such books of account, records and other documentation pertaining to the operation and maintenance of the Property as Agent determines are customarily maintained by managing agents of Property similar in location and size to that of the Property. Owner and any representative of Owner shall have the right to inspect such records and audit any and all statements during all business hours, and make photocopies of same at Owner’s expense and such right of inspection, audit and photocopying shall survive the expiration or termination of this Agreement.

(b)                      Operating Accounts.  Agent shall open and maintain an account or accounts separate from Agent's personal account (collectively, “Operating Accounts”), as Agent shall deem necessary, in a banking institution or institutions designated from time to time by Agent.  Agent shall deposit in the Operating Accounts all funds collected by Agent under this Agreement, and shall make withdrawal from the Operating Accounts, pursuant to subsection 3(b) above.

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(c)                      Security Deposits.  If and when required by law and/or Lease, Agent shall deposit in separate accounts approved by Owner all security deposits, if any, of Tenants.

(d)                      Monthly Reports.  Agent shall prepare and deliver to Owner, not later than the twenty-fifth (25th) day after the end of each month, monthly reports setting forth detailed statements of income and collections, expenses and disbursements, balances of the Operating Accounts.

(e)                      Year-End Reports.  As soon as practicable after the end of each Operating Year but in no event later than one hundred twenty (120) days after the end of each Operating Year, Agent shall prepare and deliver to Owner detailed statements of all receipts, expenses and charges pertaining to the operation and maintenance of the Property during the preceding Operating Year.  Owner shall be responsible for the preparation of its own federal, state and local tax returns, including income and informational tax returns.

6.                      Compensation - Management Fees.  Owner shall pay Agent as Agent's management fee (the “Management Fee”) for its performance of the Management Activities an amount equal to six percent (6%) of the Property Revenue actually collected by or for the account of such Owner in each calendar month, or proportion thereof, during the term of this Agreement. Such fee shall be payable monthly, on or about the 10th day of each calendar month, based upon Property Revenue actually collected during the immediately preceding month, and in accordance with subsection 3(b) above.  Owner shall also be responsible for paying each month any accrued and unpaid Management Fees from prior months.

7.                      Default - Termination.

(a)                      Right to Terminate.  At any time during the term of this Agreement, Agent shall have the right to terminate this Agreement if that certain Option Agreement of even date herewith between Agent and Owner, is either terminated or the Owner is in default under the terms and conditions of such Option Agreement.

(b)                 Termination.  This Agreement shall terminate if:

(i)                      the Property is sold, disposed of, transferred or is condemned or acquired by eminent domain; or

(ii)                      Agent files a petition for bankruptcy, reorganization or arrangement under any statute, or makes an assignment for the benefit of creditors, or takes advantage of any insolvency statute.

(iii)                      Agent is in default of any of its obligations under this Agreement, which such default remains uncured for a period of thirty (30) days following receipt by Agent of written notice from Owner of such default, or for such longer period as may be reasonably necessary to cure the default if Agent is diligently pursing a cure of such default.

(iv)                      Owner is in default of its obligations under this Agreement, which such default remains uncured for a period of thirty (30) days following receipt by Owner of written notice from Agent of such default, or for such longer period as may be reasonably

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necessary to cure the default if Agent is diligently pursuing a cure of such default.

(c)                      Survival of Obligations.  Upon the expiration or termination of this Agreement, (i) Owner’s appointment of Agent hereunder shall cease and terminate and, except as otherwise specifically provided hereunder, Owner and Agent shall have no further obligation or liability to the other, (ii) Agent shall no longer have any authority to represent Owner or take or cause to be taken any actions on Owner’s behalf and (iii) Owner shall pay Agent all fees payable to Agent hereunder which shall have accrued through the date of termination.  The provisions of this Section shall survive any such expiration or termination.

8.                      No Encumbrance; Cooperation.  Owner agrees that during the term of this Agreement, neither Owner nor Agent shall, absent mutual consent:  (a) permit any liens to be placed upon the Property; or (b) grant any easements, rights of way, surface oil or mineral rights, or other encumbrances.  Owner and Agent will, if required, or deemed reasonably necessary or desirable by both Owner and Agent, join and assist in the preparation and/or filing by Agent, the execution of all permits, applications, and other written requests, reports and documents, including, but not limited to, rezoning and site plan approval applications for easements, tax splits, challenges to or reduction of real estate taxes and any other documents necessary for Agent’s use of the Property, and appear at zoning and site plan approval hearings.  Owner agrees not to hinder or object to any site plan approval applications submitted by or on behalf of Agent.

9.                      Indemnification.

(a)                      Scope.  Owner, jointly and severally, shall indemnify, defend and hold harmless Agent, its principals, officers, directors, shareholders, partners, employees and agents (individually and collectively, the “Owner’s Indemnitees”) from and against all liabilities, claims, suits, damages, judgments, costs and expenses of whatever nature, including reasonable counsel fees and disbursements incurred by reason of or arising out of any injury to or death of any person(s), damage to property, loss or use of any property or otherwise in connection with the performance by Agent of Agent's obligations under this Agreement.  Owner shall not be required to indemnify, hold harmless or reimburse Owner’s Indemnitees with respect to any matter arising out of Agent's, Agent's officers' and/or directors' or employees' gross negligence, willful misconduct or fraud.  Agent shall indemnify, defend and hold harmless Owner and its principals, officers, directors, shareholders, partners, employees and agents (individually and collectively, the “Agent's Indemnitees”) from and against all liabilities, claims, suits, damages, judgments, costs and expenses of whatever nature, including reasonable counsel fees and disbursements, to which the Agent's Indemnitees may become subject by reason of or arising: (a) from claims made by employees hired by Agent in connection with the Property; or (b) out of Agent’s gross negligence, willful misconduct or fraud.  Agent shall not be required to indemnify, hold harmless or reimburse Agent’s Indemnitees with respect to any matter arising out of Owner’s, Owner’s officers’, directors’, members’ or employees’ gross negligence, willful misconduct or fraud.

(b)                      Conditions.  The obligation of Owner or Agent to indemnify, hold harmless and reimburse the other party under subsection 9(a) above are subject to the condition that the other party shall not take or fail to take any actions, including the prompt notification of the indemnitor or an admission of liability, which would bar Owner or Agent, as the case may be, from enforcing any applicable coverage under policies of insurance or would prejudice any defense of Owner or Agent, as the case may be, in any appropriate legal proceedings pertaining

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to any such matter or otherwise prevent Owner or Agent, as the case may be, from defending itself with respect to any such matter.

(c)                      Survival.  The provisions of this Section 9 shall survive the expiration and any termination of this Agreement.

(d)                      Release from Liability.  Each party hereby releases the other in respect of any claim (including a claim for negligence) that it might otherwise have against the other party for loss, damage or destruction with respect to its property by fire or other casualty occurring during the term of this Agreement if, and to the extent, covered under the fire insurance policy covering the Property or any other insurance policy carried by Owner or Agent.  Owner and Agent shall be named insureds under the fire and extended coverage, rent insurance and “all risk” insurance covering the Property, as well as any other insurance carried by Owner or Agent in respect of the Property.

10.                      Timely Performance.  Owner and Agent shall each perform all of their respective obligations under this Agreement in a proper, prompt and timely manner.  Each shall furnish the other with such information and assistance as the other may from time to time reasonably request in order to perform its responsibilities hereunder.  Owner and Agent each shall take all such actions as the other may from time to time reasonably request and otherwise cooperate with the other so as to avoid or minimize any delay or impairment of either party’s performance of its obligations under this Agreement.

11.                      Assignment.

(a)                      Agent’s Permissible Assignments.  Agent may assign this Agreement or delegate its responsibilities hereunder to any of its affiliates.  Further, Agent may assign this Agreement or delegate its responsibilities hereunder as a part of any sale of all or substantially all of its assets.  Agent shall not otherwise assign this Agreement or delegate its responsibilities hereunder, except as contemplated by this Agreement, without the prior written consent of Owner, which consent shall not be unreasonably withheld or delayed.

(b)                      Owner’s Permissible Assignment.  Owner shall not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Agent which consent may be withheld by Agent for any reason.

(c)                      Assumption and Release.  Each permitted assignee of this Agreement shall agree in writing to personally assume, perform and be bound by all of the terms, covenants, conditions and agreements contained in this Agreement, and thereupon the assignor of this Agreement shall be relieved of all obligations hereunder except those which shall have accrued prior to the effectiveness of such assignment.

12.                      Notices.  Any and all notices or other communications given under this Agreement shall be deemed duly served (i) when personally served; (ii) three (3) days after deposited in the U.S. certified mail, return receipt requested; (iii) upon receipt if sent by telephone facsimile with fax acceptance sheet verifying receipt; or (iv) one (1) day after being sent via “overnight” courier service, addressed to the parties at the following address:

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(a)                      If to Agent, to:                                           Sun

27777 Franklin Road, Suite 200

Southfield, Michigan  48034

Attn:  Gary A. Shiffman

Fax No. (248) 208-2646

- with a required copy to:

Jaffe, Raitt, Heuer & Weiss, P.C.

27777 Franklin Road, Suite 2500

Southfield, Michigan  48034

Attn:  Arthur A. Weiss

Fax No. (248) 351-3082

(b)                      If to Owner, to:                                West Olive Estates Mobile Home Park, LLC

5625 Prairie Creek Drive, Suite 100

Caledonia, Michigan 49316

Attn: Wilbur A. Lettinga

Fax No. (616) 554-3694

-with a required copy to:

Rhoades McKee

161 Ottawa Avenue NW, Suite 600

Grand Rapids, Michigan 49503

Attn: Thomas P. Hogan

Fax No. (616) 233-5269

Any party may change its address for the giving of notices under this Agreement by delivering to the other party ten (10) days' written notice of such change of address.

13.                      Governing Law.  This Agreement shall be construed and enforced in accordance with the laws of the State of Michigan.

14.                      Compliance with the Law.  Agent, in fulfilling its obligations under this Agreement, shall comply with all applicable law, and shall act solely in the interest of Owner, and with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with the like aims.

15.                      Government Orders.  In the event that any governmental agency, authority or department should order the repair, alteration or removal of any structure or matter in the Property and if after written notice of the same to Owner by such body or by Agent, Owner fail to authorize Agent or others to make such repairs, alterations or removal, Agent shall be released from any responsibility in connection therewith, and Owner shall be answerable to such body for any and all penalties and fines whatsoever imposed because of such failure on Owner’s part.

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16.                      Miscellaneous.  This Agreement embodies the entire agreement and understanding between the parties and supersedes all prior agreements and understandings relating to the subject matter hereof.  This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing this Agreement to be drafted.  This Agreement may not be modified, amended or terminated, nor may any term or provision hereof be waived or discharged, except by instrument signed by Owner and Agent.  All of the terms of this Agreement, whether so expressed or not, shall be binding upon the respective successors and permitted assigns of the parties hereto and shall inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.  If any of the provisions of this Agreement shall to any extent be invalid or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and every provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.  The headings of this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Any references in this Agreement to any one gender, masculine, feminine or neuter, includes the other two, and the singular includes the plural, and vice versa, unless the context otherwise requires.

[Signatures on following page]

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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed by their duly authorized officers as of the day and year first above written.

AGENT:

SUN ACQ LLC,

a Michigan limited liability company

By: 

Its:           

OWNER:

WEST OLIVE ESTATES MOBILE HOME PARK, LLC, a Michigan limited liability company

By:           

Its:           

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EXHIBIT A

(Legal Description)

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EXHIBIT G

OPTION AGREEMENT

THIS OPTION AGREEMENT (the “Agreement”) is made and entered into this  day of _____________, 2011, by and between WEST OLIVE ESTATES MOBILE HOME PARK, LLC, a Michigan limited liability company (“Grantor”), and SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP, a Michigan limited partnership (“Holder”).

RECITALS:

A.           Grantor is the owner of certain parcels of real property located in West Olive, Michigan, containing 663 licensed manufactured home sites, commonly known as West Olive Village, as more fully described in Exhibit "A" attached hereto (the "Land"), together with the buildings, structures, improvements and manufactured home sites on, above or below the Land, and all fixtures attached to, a part of or used in connection with the improvements, structures, buildings and manufactured home sites, and the parking, facilities, walkways, ramps and other appurtenances relating to the Land (collectively the "Improvements").

B.           Grantor is and on the Closing Date will be the owner of all machinery, equipment, goods, vehicles and other personal property (collectively, the "Personal Property") which is or from time to time will be located at or useable in connection with the ownership or operation of the Land and Improvements. The Personal Property does not include manufactured homes owned by tenants of the Project (as defined below).

C.           The Land, the Improvements, and the Personal Property, together with all of Grantor’s right, title and interest in and to all licenses, permits and franchises issued with respect to the use, occupancy, maintenance or operation of the Land and Improvements, the maximum number of land divisions as permitted under the Land Division Act (formerly the Subdivision Control Act of 1967), all right, title and interest, if any, of Grantor in and to any land lying in the bed of any street, road or avenue, open or proposed, in front of or adjoining the Land to the center line thereof, and in and to any and all easements appurtenant to the Land, including, but not limited to, privileges or rights of way over adjoining premises inuring to the benefit of the Land, or the fee owner thereof, and together with all rights of use, air, mineral and subsurface rights, servitudes, licenses, tenements, hereditaments and appurtenances now or hereafter belonging to the foregoing are hereinafter sometimes collectively referred to as the "Project".

D.           Grantor desires to grant to Holder and Holder desires to obtain from Grantor the option to acquire the Project, upon and subject to the terms and conditions hereinafter set forth.

NOW, THEREFORE, for and in consideration of the premises, and the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1.Grant of Option; Option Fee. For the payment of the Option Fee (as defined below) and other good and valuable consideration, Grantor hereby irrevocably grants to Holder the exclusive option (the "Option") to purchase the Project, upon the terms and subject to the conditions contained herein. In consideration of the grant of the Option, on the date of this Agreement, Holder has delivered to Grantor the sum of $600,000.00 in immediately available funds (the “Option Fee”). Grantor hereby acknowledges receipt of the Option Fee.

2.Option Term.  The initial term of the Option shall commence on the date hereof and, unless terminated earlier pursuant to the terms hereof, shall expire on the first anniversary of the date hereof (as such period may be extended below, the “Option Term”). Holder in its sole discretion may extend the Option Term for four successive additional one-year periods by delivering to Grantor not later than 60 days prior to the expiration of the then-current Option Term (a) written notice of such election to extend the Option Term, and (b) the sum of $100,000.00 (each, an “Extension Fee”) in immediately available funds. Holder shall be under no obligation to extend the Option Term or to pay any Extension Fee. At any time from and after the date hereof, Holder may terminate this Option upon written notice to Grantor, in which event this Agreement shall be null and void and of no further force or effect and Grantor shall retain the Option Fee and any Extension Fees paid to Grantor.

3.Exercise of Option.  Holder may exercise the Option at any time during the Option Term by tendering written notice of such exercise (the “Exercise Notice”) to Grantor. The Exercise Notice shall set forth the closing date (the "Closing Date") of the purchase and sale of the Project.

4.Purchase Agreement. Promptly after delivery of the Exercise Notice, Grantor and Holder shall diligently and expeditiously pursue the execution of a definitive purchase agreement (the "Purchase Agreement") embodying the relevant terms set forth in this Agreement. The purchase price payable for the Project under the Purchase Agreement (the “Purchase Price”) shall be Holder’s assumption of all unpaid principal, interest and other amounts outstanding under the mortgage loan encumbering the Project as of the Closing Date. The Purchase Agreement otherwise shall be on terms substantially similar to those included in the form of Contribution Agreement attached as Exhibit C to that certain Master Contribution Agreement, dated  as of April 1, 2011, by and among Sun Communities, Inc., Holder, Kentland Corporation, Wilbur A. Lettinga, William B. Lettinga and Michael Lettinga (except that the Purchase Agreement will reflect a sale of assets rather than a sale of equity interests) and shall contain such other terms and provisions as are customary or appropriate in connection with the purchase and sale of assets such as the Project, including, without limitation, that Grantor pays all loan assumption fees.

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5.Closing.  The closing of the purchase and sale of the Project shall take place on the Closing Date, at such place as shall be mutually agreed to by the parties.  At the closing, Grantor and Holder shall execute and deliver, or cause to be executed and delivered, to the other party such other documents and instruments as may be required by the terms of the Purchase Agreement or as may be reasonably requested by such other party to effect the purchase and sale of the Project.

6.Exclusivity. During the Option Term, Grantor shall not, directly or indirectly, sell, assign, transfer, pledge, encumber or otherwise dispose of the Project or any portion of the Project. Any purported transfer in violation of this Agreement shall be ineffective.

7.Right of Entry; Due Diligence.  Holder shall during the Option Term be entitled to enter upon the Project to make such surveys, tests, or studies as Holder may deem necessary to determine the suitability of the Project for Holder’s intended use; provided, however, that all such activity shall be (i) conducted in a manner that will cause no damage to the Project, (ii) performed at the expense of Holder; and (iii) subject to the rights of tenants and other persons in possession of the Project. Holder shall be responsible for any injury or damage to anyone or anything resulting from such entry upon the Project. During the Option Term Grantor shall fully cooperate with Holder and shall make available to Holder and its accountants, attorneys and other representatives, all records, books of account, documents and information which Holder may from time to time request in connection with Holder’s due diligence investigation of the Project.

8.Acknowledgment Regarding Manufactured Homes and MH Contracts. An affiliate of Holder has purchased from an affiliate of Grantor certain manufactured homes located at the Project (the “Homes”) and certain promissory notes, installment loan agreements and installment sales contracts secured by certain manufactured homes located at the Project (the “MH Contracts”). Holder acknowledges and agrees that at any time during or after the Option Term, the owner of the Homes shall be entitled to remove the Homes from the Project and the owner of the MH Contracts shall be entitled to enforce its rights under the MH Contracts in accordance with the terms of the MH Contracts, including, without limitation, by repossessing or foreclosing upon a manufactured home securing each MH Contract in the event of a default and thereafter removing such manufactured home from the Project.

9.Grantor’s Default.  In the event the Grantor shall fail to perform any of its obligations hereunder, Holder shall be entitled to: (i) terminate this Agreement by written notice delivered to the Grantor, and pursue all remedies available hereunder and under applicable law; or (ii) obtain specific performance of the terms and conditions hereof.

10.Time is of the Essence.  Time is of the essence with respect to this Agreement.

11.Controlling Law.  This Agreement shall be controlled, construed and enforced in accordance with the laws of the State of Michigan.

12.Entire Agreement.  This Agreement and the Exhibits attached hereto constitute the entire agreement between the parties hereto with respect to the transaction herein contemplated.  Any modification or amendment to this Agreement shall be effective only if in writing and executed by each of the parties hereto.

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13.Paragraph Headings. The captions in this Agreement are inserted for convenience of reference and in no way define, describe or limit the scope or intent of this Agreement or any of the provisions hereof.

14.Assignment. The Agreement may not be assigned by either party hereto without the prior written consent of the other party; provided, however, that Holder may assign this Agreement without Grantor’s consent, to any entity that controls, is controlled by, or is under common control with Holder.

15.Notices.  All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by an internationally recognized overnight courier service, by facsimile or registered or certified mail (postage prepaid, return receipt requested) to the respective parties hereto at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 15):

If to Grantor:

Mr. Wilbur A. Lettinga

Kentland Corporation

5625 Prairie Creek Drive, Suite 100

Caledonia, Michigan 49316

Fax: (616) 554-3694

With a required copy to:

Rhoades McKee

161 Ottawa Avenue NW, Suite 600

Grand Rapids, Michigan 49503

Attn: Mr. Thomas P. Hogan

Fax: (616) 233-5269

If to Holder:

Mr. Gary A. Shiffman

Sun Communities, Inc.

27777 Franklin Road, Suite 200

Southfield, Michigan 48034

Fax: (248) 208-2645

With a required copy to:

Jaffe, Raitt, Heuer & Weiss, P.C.

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27777 Franklin Road, Suite 2500

Southfield, Michigan 48034

Attn: Mr. Arthur A. Weiss

Fax: (248) 351-3082

16.Binding Effect.  The covenants, agreements and undertakings of each party hereto shall be binding upon and shall inure to the benefit of such party and its successors and permitted assigns. The covenants, agreements and undertakings of each of the parties hereto are made solely for the benefit of, and may be relied on only by, the other parties hereto, their transferees and permitted assigns, and are not made for the benefit of, nor may they be relied upon, by any other person whatsoever.

17.Nature of Relationship.  Nothing contained in this Agreement, or any act or action of Grantor and Holder shall be deemed or construed by any of those parties, or by any third person, to create any relationship or third-party beneficiary, principal and agent, limited or general partnership, or joint venture, or any other joint association or relationship involving the parties hereto except that of optionor and optionee.

18.Severability and Interpretation.  The invalidity of any article, section, subsection, clause or provision of this Agreement shall not affect the validity of the remaining articles, sections, subsections, clauses or provisions hereof.  In case any provision of this Agreement or any agreement or instrument executed in connection herewith shall be invalid, illegal or unenforceable, such provision shall be enforced to the fullest extent permitted by applicable law, and the validity, legality and enforceability of the remaining provisions hereof and thereof shall not in any way be affected or impaired thereby.  This Agreement shall not be construed more strictly against one party than against the other, merely by virtue of the fact that it may have been prepared by counsel for one of the parties, it being recognized that both Holder and Grantor have contributed substantially and materially to the preparation of this Agreement.

19.Counterparts.                                This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.  Copies (whether photostatic, facsimile or otherwise) of this Agreement may be made and relied upon to the same extent as an original.

20.Recording of Option.  Holder shall have the right to record with the appropriate recording office a Memorandum of Option reflecting Holder’s interest in the Land and the Project.  Grantor shall join in and execute such document upon request by Holder.

[Signatures on next page]

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IN WITNESS WHEREOF, the parties have executed this Option Agreement as of the day and year first above written.

GRANTOR:

WEST OLIVE ESTATES MOBILE HOMEPARK, LLC, a Michigan limited liability company

By:                                                                           

Name: ____________________________________Title: _____________________________________

HOLDER:

SUN COMMUNITIES OPERATING LIMITEDPARTNERSHIP, a Michigan limited partnership

By:           Sun Communities, Inc., General Partner

By:  

Name:   

Title:  

6

EXHIBIT A

Legal Description

7

EXHIBIT H

NON-COMPETITION AGREEMENT

THIS NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into as of ________________, 2011 (the “Execution Date”), by WILBUR A. LETTINGA, WILLIAM B. LETTINGA, and MICHAEL LETTINGA (collectively, “Covenantors”) in favor of SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP, a Michigan limited partnership (“Purchaser”).  Capitalized terms used but not otherwise defined in this Agreement will have the meanings assigned to such terms in the Master Contribution Agreement (as defined below).

Recitals:

A.           Covenantors, Kentland Corporation, Purchaser and Sun Communities, Inc. entered into a Master Contribution Agreement, dated as of April 1, 2011 (the “Master Contribution Agreement”).

B.           Each Covenantor is in possession of and may come into possession of or have access to Confidential Information (as defined below) with respect to the Business (as defined below).

C.           The execution and delivery of this Agreement is a condition precedent to Purchaser’s obligation to consummate the transactions contemplated by the Master Contribution Agreement.

Agreements:

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows:

1.           Restrictive Covenant.  Each Covenantor covenants and agrees, for the benefit of Purchaser, and its current and future subsidiaries, parents, affiliates, successors and assigns (collectively, the “Protected Parties”), that, without first obtaining the express written consent of Purchaser, such Covenantor, for himself or for any other person, corporation, partnership, limited liability company, association, trust, firm or other enterprise, either as a principal, stockholders, partner, member, agent, employee, contractor, manager, director, officer or in any other capacity, shall not, either directly or indirectly:

(a)           for three (3) years from the Execution Date (the “Covenant Period”), be employed by or engage in the business of developing, owning, operating, leasing, managing, financing or selling manufactured home communities and/or manufactured homes (collectively, the “Business”), or any facet of the Business, within fifty (50) miles of any of the Communities or within fifteen (15) miles of any other existing manufactured home community of the Protected Parties that has 100 or more sites (including any potential expansion sites) (the “Area of Non-Competition”); provided, however, that Covenantors may continue to own and operate the West Olive Estates Mobile Home Park located in West Olive, Michigan;

(b)           during the Covenant Period, have any interest in, assist in any manner or in any capacity, make any loan to, or be associated with (whether as a shareholder, partner, member, associate, owner, lender, investor, supplier, distributor, employee, independent contractor, consultant, agent or otherwise) any corporation, partnership, limited liability company, association, trust, firm or other enterprise which is engaged in the Business, or any facet of the Business, anywhere within the Area of Non-Competition; provided, however, that (i) Covenantors may continue to own and operate the West Olive Estates Mobile Home Park located in West Olive, Michigan, and (ii) Covenantors may invest in any publicly-held corporation engaged in the Business if Covenantors’ aggregate investment does not exceed 1% in value of the issued and outstanding capital stock of such entity; or

(c)           during the Covenant Period, solicit, induce or attempt to solicit or induce any employee or independent contractor of any Protected Party to (i) leave the employment of or terminate his, her or its contractual relationship with such Protected Party, or (ii) enter into an employment or a contractual relationship with Covenantors or any entity in which either Covenantor has any interest whatsoever.

2.           Judicial Modification of Covenants.  The parties intend that the covenants set forth in Section 1 above shall be deemed to be a series of separate covenants, one for each and every political subdivision of each state, province and county in the Area of Non-Competition.  Covenantors acknowledge and agree that the covenants set forth in Section 1 above are reasonable and valid in geographical and temporal scope and in all other respects.  If any court determines that any covenant set forth in Section 1 above, or any portion of any such covenant, is invalid or unenforceable, the remainder of the covenants set forth in Section 1 above shall not be affected and shall be given full force and effect, without regard to the invalid covenant or the invalid portion.  If any court determines that any covenant set forth in Section 1 above, or any portion of any such covenant, is unenforceable because of its duration or geographic scope, such court shall have the power to reduce such duration or scope, as the case may be, and enforce such covenant or portion in such reduced form.  The parties intend to and hereby confer jurisdiction to enforce the covenants set forth in Section 1 above upon the courts of any jurisdiction in which either Covenantor is alleged to have committed an act in violation of any of the covenants contained here. If the courts of any one or more of such jurisdictions hold the covenants set forth in Section 1 above, or any portion of such covenants, unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties that such determination not bar or in any way affect the right of Purchaser to the relief provided above in the courts of any other jurisdiction within the geographical scope of such covenants as to breaches of such covenants in such other respective jurisdictions.

3.           Confidentiality.  Each Covenantor acknowledges and agrees that he shall treat all Confidential Information (as defined below) in a confidential manner, not use any Confidential Information for his own or a third party’s benefit and not communicate or disclose, orally or in writing, any Confidential Information to any person, either directly or indirectly, under any circumstances without the prior written consent of Purchaser.  Each Covenantor further agrees that he will promptly return (or destroy if it cannot be returned) to Purchaser all written or other

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 tangible evidence of any Confidential Information and any memoranda with respect thereto which are in his possession or under his control upon Purchaser’s request for the return of such items.  For the purposes of this Agreement, the term “Confidential Information” shall include any and all confidential or proprietary information concerning any aspect of the business or affairs of the Protected Parties, including, without limitation, all financial information and all information relating to products, services, trade secrets, ideas, concepts, inventions, business plans, intellectual property, software, product samples, product specifications, customers, process information, formulas, test results, drawings, projections and forecasts..  Notwithstanding the foregoing, information shall not be deemed to be Confidential Information if it is generally known and publicly available, without the fault of either Covenantor and without the violation by any person of a duty of confidentiality or any other duty owed to any Protected Party.

4.           Equitable Relief.  Covenantors acknowledge that a violation of this Agreement would result in irreparable harm to Purchaser and that damages would be an inadequate remedy.  Therefore, Covenantors agree that, in the event of any actual or threatened breach by Covenantors of this Agreement, Purchaser shall be entitled (in addition to any other remedy that may be available, including monetary damages) to seek (a) a decree or order of specific performance to enforce the observance and performance of the Agreement, and (b) an injunction restraining such actual breach or threatened breach.   Covenantors agree that Purchaser will not be required to post bond or other similar security in seeking such relief. If a court of competent jurisdiction finally determines that a Covenantor has breached this Agreement, in addition to and not in lieu of any other remedies available in connection with any suit at law or in equity, Purchaser shall be entitled to collect from Covenantors any reasonable attorneys’ fees and costs incurred in bringing any action to enforce the terms of this Agreement against Covenantors, as well as any attorneys’ fees and costs for the collection of any judgments in favor of Purchaser arising out of this Agreement.

5.           Contractual Remedies Not Exclusive.  Covenantors acknowledge and agree that the remedies provided for in this Agreement are cumulative and are intended to be and are in addition to any other remedies available to Purchaser, either at law or in equity.

6.           Severability.  If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to either party.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the greatest extent possible.

7.           Assignment and Benefit.  This Agreement is personal to Covenantors and may not be assigned by them; provided, however, Purchaser may assign this Agreement in connection with a sale of all or substantially all of its equity interests or assets.  This Agreement is binding

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upon and inures to the benefit of the parties hereto and their respective successors and permitted assignees.

8.           Governing Law.  This Agreement is governed by, and construed in accordance with, the laws of the State of Michigan.

9.           Amendment.  This Agreement may not be modified except by written instrument executed by each of the parties.

10.           Construction.  The parties acknowledge that each of them has equally participated in the final wording of this Agreement.  Accordingly, the parties agree that this Agreement shall be construed equally against each party and shall not be more harshly construed against a party by reason of the fact that a particular party's counsel may have prepared this Agreement.  All notices to be delivered under this Agreement shall be delivered in accordance with Section 12 of the Master Contribution Agreement.

11.           Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement. In the execution of this Agreement, facsimile or scanned and emailed manual signatures shall be fully effective for all purposes.

[Signatures on next page]

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IN WITNESS WHEREOF, the parties have executed this Non-Competition Agreement as of the date first written above.

COVENANTORS:

WILLBUR A. LETTINGA

WILLIAM B. LETTINGA

MICHAEL LETTINGA

PURCHASER:

SUN COMMUNITIES OPERATING LIMITEDPARTNERSHIP, a Michigan limited partnership

By: Sun Communities, Inc., a Maryland corporation, General Partner

        By: 

        Its: 

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EX-2.2

CONTRIBUTION AGREEMENT

(Tamarac Village)

THIS CONTRIBUTION AGREEMENT is made and entered into this 5th day of May, 2011, by and among TAMARAC VILLAGE MHP HOLDING COMPANY #2, LLC, a Michigan limited liability company (“Contributor”), TAMARAC VILLAGE MHP HOLDING COMPANY #1, LLC, a Michigan limited liability company (the “Holding Company”), TAMARAC VILLAGE MOBILE HOME PARK LIMITED PARTNERSHIP, a Michigan limited partnership (“Owner”), and SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP, a Michigan limited partnership (“SCOLP”).

RECITALS:

A.           Owner is the owner of certain parcels of real property located in Mason County, Ludington, Michigan, containing 292 licensed manufactured home sites, commonly known as Tamarac Village, as more fully described in Exhibit "A" attached hereto (the "Land"), together with the buildings, structures, improvements and manufactured home sites on, above or below the Land, and all fixtures attached to, a part of or used in connection with the improvements, structures, buildings and manufactured home sites, and the parking, facilities, walkways, ramps and other appurtenances relating to the Land (collectively the "Improvements").

B.           Owner is the owner of all machinery, equipment, goods, vehicles and other personal property (collectively the "Personal Property") listed in Exhibit "B" attached hereto and made a part hereof, which is located at or useable in connection with the ownership or operation of the Land and Improvements.  The Personal Property does not include manufactured homes owned by tenants of the Project (as defined below).

C.           The Land, the Improvements, and the Personal Property, together with all of Owner's right, title and interest in and to all licenses, permits and franchises issued with respect to the use, occupancy, maintenance or operation of the Land and Improvements, the maximum number of land divisions as permitted under the Land Division Act (formerly the Subdivision Control Act of 1967), all right, title and interest, if any, of Owner in and to any land lying in the bed of any street, road or avenue, open or proposed, in front of or adjoining the Land to the center line thereof, and in and to any and all easements appurtenant to the Land, including, but not limited to, privileges or rights of way over adjoining premises inuring to the benefit of the Land, or the fee owner thereof, and together with all rights of use, air, mineral and subsurface rights, servitudes, licenses, tenements, hereditaments and appurtenances now or hereafter belonging to the foregoing are hereinafter sometimes collectively referred to as the "Project".

D.           Contributor is the sole member of the Holding Company and holds one hundred percent (100%) of the membership interests in the Holding Company (collectively, the "Membership Interests").

E.           Upon the conversion of Owner to a limited liability company as contemplated in Section 10.1(h) below, at the Closing the Holding Company will be the sole member of Owner and will own one hundred percent (100%) of the membership interest in Owner.

F.           Contributor desires to contribute all of the Membership Interests in the Holding Company to SCOLP, and SCOLP desires to accept the contribution of all of the Membership Interests, upon the terms and subject to the conditions hereinafter set forth.

NOW, THEREFORE, for and in consideration of the premises, and the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1.           AGREEMENTS TO CONTRIBUTE THE MEMBERSHIP INTERESTS.

1.1           Contributor agrees to contribute to SCOLP, and SCOLP agrees to accept from Contributor, the Membership Interests in the Holding Company (the "Contributed Membership Interests"), in accordance with the terms and subject to the conditions hereof, such contribution to be effective as of the Contribution Date.

2.           AGREED VALUE; ESCROW.

2.1           The parties agree that the agreed-upon value of the Project is $10,007,300, adjusted for pro-rated items as provided in this Agreement (the “Agreed Value”). On the Contribution Date, SCOLP shall pay the Agreed Value as follows: (a) by owning the Contributed Membership Interests, SCOLP shall effectively assume the outstanding principal balance of that certain Promissory Note (the “Mortgage Note”) from Owner to Fannie Mae (the “Lender”), which loan (the “Loan”) is secured by the Mortgage (as defined in Section 3.1(d)) in the original principal amount of $6,575,000 on the Contribution Date, and the aggregate amount of all interest and other sums due but unpaid under the Mortgage Documents (as defined below), excluding any assumption fees which shall be the responsibility of Contributor in accordance with Section 19.1 below; and (b) the balance of the Agreed Value, less the total amount of all costs and expenses which are the obligation of the Owner or Contributor hereunder that are funded by or on behalf of SCOLP (the “Funded Costs”), in the form of Series A-1 Preferred OP Units in SCOLP (the “Preferred OP Units”) with an aggregate value (at an issue price set forth in the amendment to Partnership Agreement executed and delivered in connection with Section 18.2(b) below) equal to that sum.  The Agreed Value is allocated among real property, personal property and goodwill as reflected on the attached Exhibit “C”. Notwithstanding the allocations set forth on the attached Exhibit “C” but subject to the provisions of Section 7.2(a) of the Master Contribution Agreement (as defined below), the parties acknowledge and agree that, for tax and financial reporting purposes, SCOLP shall allocate the Agreed Value among personal property, real property and goodwill as determined by SCOLP (and its independent accountants) and SCOLP shall not in any way be bound by the allocations set forth on the attached Exhibit “C”.

2.2           The Preferred OP Units to be issued to Contributor pursuant to the terms hereof shall be governed by SCOLP’s Second Amended and Restated Limited Partnership Agreement, dated as of April 30, 1996, as amended (the "Partnership Agreement"), a copy of which has been delivered to the Owner, as such Partnership Agreement shall be amended on the Contribution Date to reflect the admission of Contributor as a limited partner and the issuance of, and the rights and obligations associated with, such Preferred OP Units.  On the date hereof and on the Contribution Date, Contributor and each equity holder thereof shall execute and deliver such investment and

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subscription documents as SCOLP shall reasonably require in connection with the issuance of the Preferred OP Units and represent and warrant that Contributor or such equity holder, as the case may be, is an "accredited investor" as defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “1933 Act”).

2.3

(a)           At the Closing, Contributor and SCOLP (and/or Owner) shall enter into an escrow agreement (the “Escrow Agreement”), substantially in accordance with the form attached hereto as Exhibit Q, under which Contributor shall deposit $525,000.00 (the “Escrow Funds”) in escrow with the Title Company.  The Escrow Funds (or any remaining portion thereof) shall be disbursed to Contributor as soon as practicable after the Completion of the Work (as defined below).  For purposes hereof, (i)“Completion of the Work” means Contributor’s (A) full and timely construction and completion of the Work on or before December 31, 2011, free and clear of any and all liens which may arise from, or in any way relate to, the Work, (B) full and timely payment of all contractors, subcontractors, material suppliers and others whose work and materials have been delivered or supplied for, or incorporated in, the Work, and (C) receipt of all applicable regulatory permits, authorizations and approvals necessary to perform the Work and operate the wells; and (ii) “Work” means the construction of a new well house, the installation and connection of five (5) new, fully operational drinking water wells on the Project and the abandonment of the existing drinking water wells on the Project in accordance with applicable laws and pursuant to the plans and specifications mutually approved by Contributor and SCOLP and subject to all Work described in and approved in Permit No. 117021 issued by the Michigan Department of Environmental Quality.

(b)           Contributor shall diligently and expeditiously pursue the Completion of the Work as soon as practicable and at its sole cost and expense.  Contributor agrees that the Work will be completed in conformity with the plans and specifications approved by SCOLP and the requirements of all applicable laws, ordinances, rules and regulations. Contributor shall take all reasonable action necessary not to disturb tenants of the Project and Contributor shall indemnify, defend and hold SCOLP, Owner and the Holding Company harmless from and against any and all damage, liability, loss, cost and expenses arising out of Contributor’s obligations under this Section 2.3.

(c)           From time to time during the performance of the Work but not more often than once per month, Contributor may submit to the Title Company and SCOLP for reimbursement invoices for the actual costs paid by Contributor in connection with the Work (based on a percentage of the Work completed), together with sworn statements, waivers of lien and other documents reasonably requested by SCOLP. Unless SCOLP objects to such reimbursement request by so notifying Contributor within five (5) business days after receipt of a reimbursement request, SCOLP shall cause the Title Company to reimburse such expenses to Contributor from the Escrow Funds.

(d)           Wilbur A. Lettinga shall personally guarantee the Completion of the Work in accordance with the Construction Completion Guaranty attached hereto as Exhibit R.

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3.           CONDITION OF TITLE TO THE PROJECT.

3.1           Contributor hereby represents and warrants to SCOLP that Owner is the lawful owner of the Project and holds insurable and marketable title to the Project, free and clear of all liens, claims and encumbrances other than the following matters (hereinafter referred to as the "Permitted Exceptions"):

 (a) Those liens, encumbrances, easements and other matters set forth on Schedule B-2 of the Commitment to be delivered pursuant to Section 4.1 hereof which SCOLP does not designate as “Title Defects” pursuant to Section 5.1 hereof;

 (b) The rights of parties in occupancy of all or any portion of the Land and Improvements under leases, subleases, occupancy agreements and commitments to lease (the "Tenant Leases"), to the extent set forth and described in the Rent Roll (the "Rent Roll"), dated April 30, 2011, attached hereto as Exhibit "D", as the same shall be updated to the Contribution Date;

 (c) All presently existing and future liens for unpaid real estate taxes, assessments for public improvements installed after the Contribution Date, and water and sewer charges and rents, subject to adjustment thereof as hereinafter provided, which are not due and payable; and

 (d) That certain Mortgage (the "Mortgage"), dated December 21, 2006, from Owner to the Lender, which Mortgage secures payment of the Mortgage Note, dated December 21, 2006, in the original principal amount of $6,575,000, bears interest at the rate of 5.62% per annum, is payable in equal monthly installments amortized over a 300-month period and has a ten-year term with a maturity date occurring in January 2017.  As of May 1, 2011, the outstanding principal balance of the Loan was approximately $6,007,964.

From the date hereof through the Contribution Date, none of the Owner, the Holding Company nor Contributor will cause the Project to be further encumbered by any lien, easement, restriction or any other matter.

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4.           EVIDENCE OF TITLE; SURVEY; UCC SEARCHES.

4.1           Within ten (10) days after the date hereof, the Owner shall furnish SCOLP with a commitment (the "Commitment") for an ALTA Form Owner's Policy of Title Insurance, issued by Title Source, Inc. (the "Title Company"), along with copies of all instruments described in Schedule B of the Commitment (collectively, the “Exception Documents”), in the amount of $10,007,300.  At Closing, the Owner shall cause to be provided to SCOLP, at Contributor’s expense, an owner’s policy of title insurance issued pursuant to the Commitment, insuring the interest in the Project without the "standard exceptions" and containing a zoning endorsement and such additional endorsements as SCOLP and Contributor shall mutually determine. The cost of the title insurance policy shall be borne by Contributor, or paid for by SCOLP at Closing and treated as a Funded Cost; provided, however, that the cost of the zoning endorsement shall be shared 50% by SCOLP and 50% by Contributor.

4.2           SCOLP shall obtain a current ALTA "as built" survey (the "Survey") of the Project prepared by a licensed surveyor or engineer approved by SCOLP, certified to Owner, SCOLP, the Title Company, and any other parties designated by SCOLP, using the form attached as Exhibit "E" hereto.  The Survey shall show the legal description of the Land, the total acreage of each parcel comprising the Land, all structures and improvements located thereon (other than manufactured homes), all boundaries, courses and dimensions, set-back lines, easements and rights of way (including any recording references), the location of all highways, streets and roads upon or adjacent to the Land, and the location of all utility lines and connections with such utility lines.  The Survey shall be sufficient for removal of the standard survey exception from the policy of title insurance to be issued pursuant to the Commitment and shall not reveal any of the following:  (i) encroachments on the Project or any portion thereof from any adjacent property, (ii) the encroachment of the Project, or any portion thereof, on any adjacent property, or (iii) any violation by any portion of the Project of any recorded building liens, restrictive covenants or easements affecting the Project. The cost of the Survey shall be borne by SCOLP.

4.3           SCOLP shall obtain Uniform Commercial Code financing statement searches and tax lien searches both from the State of Michigan and the County of Mason with respect to Owner, showing no security interests, pledges, liens, claims or encumbrances in or affecting the Project, including the Personal Property, or the Membership Interests, except for the Loan and except for security interests of a definite or ascertainable amount which may be removed by the payment of money at Closing and which Owner and/or Contributor have a right to, and do, remove at Closing.  The cost of the UCC searches shall be borne by SCOLP.

5.           TITLE OBJECTIONS.

5.1           If the Commitment or Survey discloses exceptions which are not acceptable to SCOLP, in its sole discretion, SCOLP shall notify Owner and Contributor in writing of its objections to such exceptions (the "Title Defects") within ten (10) days after the date of this Agreement.  If SCOLP objects to any exception disclosed on the Commitment or Survey within such ten (10) day period, such exception shall not be treated as a Permitted Exception hereunder except as otherwise provided in this Section 5.1.  If Owner and Contributor fail to have the Title Defects deleted from the Commitment or Survey, as the case may be, or discharged within ten (10) days after receipt of notice from SCOLP (or such longer time period designated by SCOLP),

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SCOLP may:  (a) terminate this Agreement by delivery of written notice to Owner and Contributor, whereupon neither Owner, Contributor nor SCOLP shall have any further duties or obligations under this Agreement; (b) elect to take title as it then is with such Title Defects becoming Permitted Exceptions under this Agreement; or (c) extend for up to ninety (90) days the period for Owner and Contributor to cure such Title Defects, and if such Title Defects are not deleted during the extended period, SCOLP may then exercise its rights under subparagraphs (a) or (b) above.  If Owner or Contributor cause such Title Defects to be deleted from the Commitment, the Closing shall be held within seven (7) days after delivery of the revised Commitment and Survey or on the Contribution Date specified in Section 18 hereof, whichever is later.

6.           ADJUSTMENTS AND PRORATIONS.

6.1           The following adjustments and prorations shall be made at the Closing between SCOLP, Owner and Contributor computed to, but not including, the Contribution Date.

(a) Real estate taxes and personal property taxes which are a lien upon or levied against any portion of the Project prior to the Contribution Date (other than current taxes), and all special assessments levied on any portion of the Project prior to the Contribution Date, shall be paid by Owner or Contributor prior to the Contribution Date. Real estate taxes and personal property taxes levied against any portion of the Project and applicable to the period after the Contribution Date shall be prorated and adjusted between the parties on a calendar year basis and shall be paid by Contributor or SCOLP, as the case may be.

(b) The amount of all unpaid water and other utility bills for the Project which are not directly billed to the tenants of the Project, and all other operating and other expenses incurred with respect to the Project and Owner, and relating to the period prior to the Contribution Date, shall be paid by Owner or Contributor on or prior to the Contribution Date or, if not paid, an amount equal to such unpaid expenses shall be reserved in cash within the Owner as of the Contribution Date.

(c) Charges under Project Contracts (as defined below) attributable to the period prior to the Contribution Date shall be paid by Owner or Contributor prior to the Contribution Date, or, if not paid, the amount due shall be reserved in cash within the Owner as of the Contribution Date.

(d) All rental and other revenues collected by Owner up to the Contribution Date which are allocable to the period prior to the Contribution Date shall become a part of the disbursement from Owner to the Holding Company (and then from the Holding Company to Contributor) made pursuant to Section 6.2 below.

(e) An amount equal to all security and other deposits described in the Rent Roll, together with any interest accrued thereon (to the extent applicable law requires interest to be paid by the holder of such deposits) shall be reserved in cash within the Owner as of the Contribution Date or credited to SCOLP at the Closing.

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(f) An amount equal to all expenses of the Project which were paid prior to the Contribution Date and for which Owner will benefit after the Contribution Date shall be disbursed or credited to Contributor at the Closing.

(g) All compensation, fringe benefits and other amounts due the employees of Owner or the manager of the Project for the period prior to the Contribution Date, whether as hourly pay, salaries, overtime, bonus, vacation or sick pay, severance pay, pensions or otherwise, and all amounts due for the payment of employment taxes with respect thereto, shall be paid by Owner on or prior to the Contribution Date, or, if not paid, an amount equal to such entire unpaid liability shall be reserved in cash within the Owner as of the Contribution Date.

(h) All costs and expenses incurred by Owner, the Holding Company or Contributor prior to the Contribution Date in connection with the transactions contemplated herein and the performance of its obligations under this Agreement, including, without limitation, attorney and other professional fees and the costs and expenses payable by Owner or Contributor hereunder (including, without limitation, the costs and expenses specified in Section 19.1 to be paid by Members), shall be paid by Contributor and shall not be charged to, or the responsibility of, Owner, the Holding Company or SCOLP.

(i) All interest accrued under the Mortgage Note through the Contribution Date, and all other fees and charges due or accrued under the Mortgage Note, Mortgage or with respect to the Loan as of the Contribution Date (including, without limitation, all assumption fees and expenses related thereto), shall be paid by the Owner on or before the Contribution Date, or, if not paid, an amount equal to the entire amount of such accrued interest, fees and charges shall be reserved in cash within the Owner as of the Contribution Date.

6.2           On or prior to the Contribution Date, Contributor (directly or indirectly through the Holding Company) shall be entitled to a distribution from Owner in an amount equal to all of the cash and cash equivalent assets held by Owner as of the Contribution Date, after deduction for any and all costs and expenses payable by Owner or Contributor hereunder.

6.3           If within ninety (90) days after the Closing either SCOLP or Contributor discovers any inaccuracies or errors in the prorations or adjustments done at Closing pursuant to Sections 6.1 and/or 6.2, such party shall notify the other party of such inaccuracy or error by written notice including reasonable detail of the appropriate calculation.  In such event, the parties shall attempt, in good faith, to resolve any issues with respect to the prorations and adjustments done at Closing pursuant to Section 6.1.  After the parties resolve any such issues or, in the event the parties are unable to resolve issues, a final judgment has been rendered with respect to such matter without timely appeal or after all appeals timely made are fully resolved, SCOLP and Contributor shall promptly take all action and pay all sums necessary so that such prorations and adjustments shall be in accordance with the terms of this Agreement, and the obligations of either party to pay any such amount shall survive the Contribution Date.

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     7.            REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR AND OWNER.

7.1           Owner and Contributor, jointly and severally, hereby represent and warrant to SCOLP as of the date hereof, and as of the Contribution Date, the following with the understanding that each of the representations and warranties are material and have been relied on by SCOLP in connection herewith:

 (a) True, correct and complete copies of all Tenant Leases, including all amendments and documents relating thereto, that are currently in effect and that cover any portion of the Project have been or will be delivered to SCOLP; the Rent Roll attached hereto as Exhibit "D", as updated to the Contribution Date, is and will be an accurate and complete rent roll describing each of the Tenant Leases, including the name of each tenant, the home site occupied by each tenant, the lease term, monthly rent, delinquencies in rent and deposits and prepaid rent or credits of any tenant; except as disclosed in the Rent Roll, (i) each Tenant Lease is in full force and effect, (ii) no Tenant Leases are in default, (iii) to Contributor’s and Owner’s actual knowledge, no events have occurred which, with notice or the passage of time, or both, would constitute such a default, (iv) the lessor has performed all of its obligations under each Tenant Lease; and (v) the Tenant Leases have not been modified nor have any concessions been made with respect thereto unless expressly described in the Rent Roll.

 (b) Except as otherwise disclosed in Exhibit "F" attached hereto, neither Owner nor Contributor have received any notices of, and Contributor have no actual knowledge of any existing facts or conditions which could reasonably be expected to result in the issuance of, any violations of any building, zoning, safety, fire, environmental, health or other codes, laws, ordinances or regulations with respect to the Project or the appurtenances thereto, which will not be cured by the Closing, at Contributor's expense.

 (c) Except as disclosed in Exhibit "G" attached hereto, there are no actions, suits, proceedings, claims, investigations or inquiries pending or, to the actual knowledge of Contributor and Owner, threatened against Owner, the Holding Company or the Project in any court, before any governmental or administrative agency, or before any other tribunal having jurisdiction over Owner, the Holding Company or the Project.

 (d) Except as otherwise disclosed in Exhibit "H" attached hereto, neither the Owner nor Contributor has actual knowledge of any assessments, charges, paybacks, or obligations requiring payment of any nature or description against the Project which remain unpaid, including, but not limited to, those for sewer, water or other utility lines or mains, sidewalks, streets or curbs.

 (e) True, correct and complete copies of all service, utility, supply, maintenance and employment contracts and agreements and all other continuing contractual obligations (collectively, the "Project Contracts") affecting Owner or the ownership, operation or development of the Project, and all amendments thereto have been delivered to SCOLP; all Project Contracts are in full force and effect and are not in default; all Project Contracts are

8

listed in Exhibit "I" attached hereto; and except as listed in Exhibit “I”, all Project Contracts may be cancelled upon not more than thirty (30) days notice without premium or penalty.

 (f) Owner is the lawful owner of the Project and holds insurable and marketable title to the Project, free and clear of all liens, claims and encumbrances other than the Permitted Exceptions.  Contributor has and will have on the Contribution Date the power and authority to transfer the Membership Interests to SCOLP and perform its obligations in accordance with the terms and conditions of this Agreement, and each person who executes this Agreement and all other instruments and documents in connection herewith for or on behalf of Contributor, the Owner and the Holding Company has and will have due power and authority to so act.  On or before the Contribution Date, Contributor will have complied with all applicable statutes, laws, ordinances and regulations of every kind or nature, in order to effectively convey and transfer all of their right, title and interest in and to the Membership Interests to SCOLP in the condition herein required.  This Agreement is valid and enforceable against Contributor, the Owner and the Holding Company in accordance with its terms, and each instrument to be executed by the Owner, the Holding Company and Contributor pursuant to this Agreement or in connection herewith will, when executed and delivered, be valid and enforceable against the Owner, the Holding Company and Contributor in accordance with its terms.

 (g) Since the date on which the Owner commenced doing business at the Project, Contributor and Owner have maintained, and from the date hereof through the Contribution Date, Owner will maintain, insurance coverage substantially in form and content as currently in effect.

 (h) Neither this Agreement nor anything provided to be done herein by Owner or Contributor, including, without limitation, the conveyance of the Membership Interests as herein contemplated, violates or will violate any contract, agreement or instrument to which Owner, the Holding Company or Contributor is a party or bound or which affects the Project or the Membership Interests (except the Mortgage), or any governmental statute, law, ordinance, rule, regulation, order, judgment or directive.

 (i) Except as disclosed in Exhibit “K” attached hereto, the Owner has not contracted for the furnishing of labor or materials to the Project which will not be paid for in full prior to the Contribution Date.  If any claim is made by any party for the payment of any amount due for the furnishing of labor and/or materials to the Project or Owner prior to the Contribution Date, Contributor will immediately pay such claim and discharge the lien, or if a lien has been filed and Contributor intend, in good faith, to contest such claim, Contributor may cause the lien to be discharged by posting a bond pursuant to applicable law.

 (j) All utility services required for the operation of the Project as presently conducted, including water, sanitary sewer, gas, electric, telephone and cable television facilities, are available to the Project and each home site in sufficient quantities to adequately service the Project at full occupancy; and to the actual knowledge of Contributor and Owner, there are no existing, pending or threatened plans, proposals or conditions which could cause the curtailment of any such utility service.

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 (k) To the actual knowledge of Contributor and Owner, except as disclosed in Exhibit “L”: (i) there are no existing maintenance problems with respect to the mechanical, electrical, plumbing, utility and other systems necessary for the operation of the Project, including, without limitation, all underground utility lines, water wells and roads, other than routine maintenance required as a result of the age of such systems; (ii) all such systems are in good and sound working condition and are suitable for the operation of the Project; (iii) there are no structural or physical defects in and to the Project which materially affect the operation of the Project; and (iv) there are no conditions currently existing on, in, under or around the property, which materially adversely affects, or could materially adversely affect, the Project or the operation thereof.

 (l) Attached hereto as Exhibit "M" is a true and accurate list of all persons employed by Owner or the manager of the Project in connection with the operation and maintenance of the Project as of the date hereof, including name, job description, current pay rate, and description of all benefits provided such employees.  None of the employees of Owner or the manager of the Project are covered by an employment agreement, collective bargaining agreement or any other agreement, and all employees of Owner and the manager of the Project are terminable "at will", subject to applicable laws prohibiting discrimination by employers.  The Holding Company has no employees.

 (m) To the actual knowledge of Contributor and Owner, Exhibit "N" attached hereto contains a complete and accurate list of, and copies of, all licenses, certificates, permits and authorizations from any governmental authority of any kind which are required to operate, use and maintain the Project as a manufactured home community; and all such licenses, certificates, permits and authorizations have been issued and are in full force and effect and on the Contribution Date shall remain in full force and effect notwithstanding the transfer of the Membership Interests.

 (n) Exhibit "B" attached hereto contains a true and complete list of all Personal Property used in the operation of the Project, including, without limitation, all manufactured homes owned by Owner.  All such Personal Property is in good working condition and adequate for the operation of the Project at full occupancy in all material respects; and Owner will not remove any item of Personal Property from the Project on or prior to the Contribution Date, unless such item is replaced with a similar item of no lesser quality or value. All Personal Property is owned free and clear of all liens, claims and encumbrances other than the lien of the Mortgage.

 (o) Owner and Contributor have delivered to SCOLP all environmental reports and audits in their possession, including, without limitation, phase I and II environmental site assessments and environmental compliance audits (the “Environmental Reports”) relating to the Project.  Except as disclosed in any Environmental Report delivered by Owner to SCOLP as identified in Exhibit “O” or obtained by SCOLP in connection with its investigation of the Project, the Owner and Contributor have not, and to the actual knowledge of Owner and Contributor, there has not been, and prior to the Contribution Date will not be, discharged, released, generated, treated, stored, disposed of or deposited in, on or under the Project any "toxic or hazardous substance", asbestos, lead based paint, urea

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formaldehyde insulation, PCBs, radioactive material, mold or other biological contaminants, flammable explosives, underground storage tanks, or any other hazardous or contaminated substance (collectively, the "Hazardous Materials") prohibited, limited or regulated under the Comprehensive Environmental Response, Compensation and Liability Act, the Resource Conservation and Recovery Act, the Hazardous Materials Transportation Act, the Toxic Substance Control Act, the Federal Insecticide, Fungicide and Rodenticide Act, the Michigan Natural Resources and Environmental Protection Act, or under any other applicable federal, state or local statutes, regulations, rules, court orders or rulings, or ordinances (collectively the "Environmental Laws").  Neither Owner nor Contributor has any actual knowledge of any claim, demand, suit, action or other legal proceeding arising out of, or related to, any Environmental Laws with respect to the Project which is pending or threatened before any court, agency or government authority, and neither Owner nor Contributor has any actual knowledge, or received any notice, that the Project is in violation of, or has a past unresolved violation of, the Environmental Laws.

 (p) Attached hereto as Exhibit "P" and made a part hereof by this reference are true, correct and complete copies of the partnership agreement or operating agreement of Owner and the Holding Company and any additional documents, instruments or certificates relating to the existence of Owner, Contributor or the Holding Company and Contributor's rights and obligations with respect to the Membership Interests, and all amendments to any of the foregoing (collectively, the "Governing Documents"). From the date hereof to the Contribution Date, the Governing Documents will not be modified or amended without the consent of SCOLP.  All minute books, recorded minutes of meetings and consent resolutions of Owner, Contributor or of the Holding Company, if any, shall be provided to SCOLP at Closing.

 (q) Contributor owns one hundred percent (100%) of the membership interests in the Holding Company and upon the conversion of Owner to a limited liability company as contemplated in Section 10.1(h) below, at the Closing the Holding Company will be the sole member of, and will own one hundred percent (100%) of the membership interests in, the Owner. Contributor is the legal and beneficial owners of the Membership Interests, free and clear of all liens, claims and encumbrances. All Contributed Membership Interests were issued without violating any state or federal securities laws and there are no outstanding agreements, commitments, rights, options, warrants or plans of any nature whatsoever for the issuance, sale or purchase of any other interests in Owner or in the Holding Company.

 (r) Upon consummation of the transfer of the Membership Interests to SCOLP pursuant to the terms hereof, SCOLP will acquire valid and marketable title to the Membership Interests, free and clear of all liens, claims and encumbrances whatsoever and will own, in the aggregate, one hundred percent (100%) of the interests in the Holding Company.

 (s) As of the date hereof and on the Contribution Date, the Holding Company owns no assets other than its membership interest in the Owner and has no liabilities.

 (t) True, complete and accurate copies of the Mortgage Note, Mortgage, and all assignments of leases and rentals, security agreements, indemnity agreements and other

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instruments relating thereto (collectively, the "Mortgage Documents") have previously been delivered to SCOLP.  The Mortgage Documents are, and from the date hereof until the Contribution Date will remain, in good standing and not in default.  The outstanding principal balance of the Mortgage Note as of May 1, 2011 was approximately $6,007,964.  The interest rate currently charged under the Mortgage Note is 5.62%.

 (u) All federal, state and local income, excise, sales, property and other tax returns required to be filed by Owner and the Holding Company have been timely filed and are correct and complete in all material respects.  All taxes, assessments, penalties and interest due in respect of any such tax returns or the Project and any assessments thereon have been paid in full, and there are no pending or threatened claims, assessments, deficiencies, audits or notices with respect to any such taxes.

 (v) Owner does not maintain, sponsor, participate in or contribute to, and in the past has not maintained, sponsored, participated in or contributed to, any employee health or benefit plan (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), any employee pension benefit plan (as defined in Section 3(2)(A) of ERISA), or any bonus, severance, deferred compensation, retirement option or any other plans or amendments providing for any benefits to employees of Owner, and Owner is not, and has not been, a member of any controlled group of entities, a group of trades or businesses under common control, or an affiliated service group, as defined in ERISA and the Internal Revenue Code of 1986, as amended.

 (w) The Owner has previously delivered to SCOLP the following financial statements (the “Financial Statements”):  (a) compiled balance sheet and related statement of income for the Owner, as of and for the fiscal year ended December 31, 2009, (b) compiled balance sheet and related statement of income for the Owner, as of and for the fiscal year ended December 31, 2010, and (c) management prepared balance sheet and related statement of income for the Owner as of and for the two months ended February 28, 2011 (the “Latest Financial Statements”).  The Financial Statements have been prepared on the basis of the tax method of accounting on a consistent basis throughout the periods covered thereby and present fairly, in all material respects, the financial condition of the Owner as of such dates and the results of its operations for the periods specified. The Owner has no liabilities or obligations of any kind or nature required to be disclosed as a liability on a balance sheet prepared in accordance with GAAP except for (i) liabilities set forth on the face of the Latest Financial Statements, and (ii) liabilities which have arisen after the date thereof in the ordinary course of business.

 (x) Neither the Owner nor the Holding Company is a party or otherwise subject, and the Project is not subject, to any judgment, order, writ, injunction or decree of any court, governmental or administrative agency or the tribunal having jurisdiction of the Project.

 (y) Owner owns the right to use the name Tamarac Village in connection with the operation of the Project.  Neither Owner nor Contributor has received notice of or is aware that Owner's use of the name Tamarac Village infringes on or violates the rights of any third party.

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 (z) Contributor and Owner have delivered to SCOLP true, correct and complete copies of the information and material referenced in this Agreement or otherwise requested by SCOLP in connection with its due diligence investigation of the Project.  Owner and Contributor have not received any written notice of any fact which would materially adversely affect Owner, the Holding Company, the Membership Interests, the Project or the operation thereof which is not set forth in this Agreement, the Exhibits hereto, or has not otherwise been disclosed to SCOLP in writing

 (aa) Contributor is an “accredited investor” as defined in Regulation D promulgated under the 1933 Act.

 (bb) Contributor is acquiring the Preferred OP Units for its own account and not with a view to any distribution or resale thereof in violation of any securities law.  Contributor acknowledges that it has received, or has had full access to, all information which it considers necessary or advisable to enable it to make a decision concerning its acquisition of the Preferred OP Units, provided that the foregoing shall not limit or otherwise affect the rights or remedies of Contributor hereunder with respect to the breach of any representations, warranties, covenants or agreements of SCOLP contained herein.  Contributor further acknowledges that the Preferred OP Units have not been registered under the 1933 Act or under the securities laws of any other jurisdiction, and therefore may not be resold unless they are subsequently registered under the 1933 Act and any applicable state blue sky law or an exemption from registration is available under the 1933 Act and any applicable state blue sky law

7.2           For purposes of this Agreement, the term “to the knowledge of Contributor and Owner” and similar phrases shall mean to the actual knowledge of Wilbur A. Lettinga, William B. Lettinga, Michael Lettinga and/or one or more of the general partners or officers of Contributor and/or Owner.  The provisions of Section 7.1 and all representations and warranties contained therein shall be true as of the Contribution Date and shall survive the closing of the transactions contemplated herein, and the conveyance of the Contributed Membership Interests, provided that claims may be made or asserted with respect to them only pursuant to and in accordance with the provisions of Sections 7.2 and 7.3.  All of such representations and warranties shall be deemed to be reaffirmed as of the Contribution Date unless prior to the Closing the Owner or Contributor delivers written notice to the contrary to SCOLP.  The investigation by SCOLP and their employees, agents and representatives, of the financial, physical and other aspects of the Project shall not negate or diminish the representations and warranties of Contributor contained herein.

7.3           (a)           For purposes of this Section 7.3, the following definitions shall apply:

(i)           "General Representations" shall mean all representations and warranties set forth in this Agreement other than Title Representations, Undisclosed Liability Representations and Undisclosed Tax Liability Representations.

(ii)           "Title Representations" shall mean those representations and warranties set forth in Subsections 7.1 (f), (q), (r), (s) and (t).

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(iii)           "Undisclosed Liability Representations" shall mean those representations and warranties set forth in Subsections 7.1(g), (h), (p), (u), (x), (y), (bb) and (cc).

(iv)           "Undisclosed Tax Liability Representations" means those representations and warranties set forth in subsections 7.1(v).

(v)           "Claims Period" shall mean (i) eighteen (18) months for Claims based on General Representations, (ii) the period ending on December 31, 2013 for Claims based on Undisclosed Liability Representations or Claims based on a Failure to Perform, and (iii) the period limited by applicable statutes of limitation for Claims based on Title Representations, Undisclosed Tax Liability Representations or Claims involving fraud or material misrepresentation.

(vi)           "Claim" shall mean a claim for breach of a General Representation, a Title Representation, an Undisclosed Liability Representation or an Undisclosed Tax Liability Representation, a claim for Failure to Perform or a claim involving fraud or material misrepresentation.

(vii)           "Failure to Perform" means a circumstance wherein the Owner or Contributor shall fail to perform a material obligation which is required to be performed by Contributor or Owner pursuant to this Agreement and shall include a failure to perform any obligation set forth in Section 15.2 unless included as part of the obligations covered within the General Representations, Title Representations, Undisclosed Liability Representations, Undisclosed Tax Liability Representations or Claims involving fraud or material misrepresentation.

(b)           SCOLP shall bring no claim for breach of a representation or warranty or otherwise under this Agreement except with respect to a Claim.  SCOLP’s rights with respect to any Claim shall expire unless SCOLP asserts the Claim before the expiration of the applicable Claims Period by written notice to Contributor in the manner provided in this Agreement.  The notice shall set forth a definite statement of the nature of the Claim and an estimate of the damages resulting from such Claim which were suffered (or reasonably expected to be suffered) by SCOLP.

(c)           No Claim shall be deemed fixed until the relevant parties have settled the same by written agreement or a final judgment has been rendered in favor of SCOLP without timely appeal or after all appeals timely made are fully resolved (a "Fixed Claim"). SCOLP’s recourse for recovery of Fixed Claims is limited to the Security (as hereinafter defined) which is granted by Contributor pursuant to Section 7.4 hereof; provided such limitations shall not apply to a recovery of a Fixed Claim resulting from fraud or material misrepresentation, an Undisclosed Tax Liability Representation, a Title Representation or a Failure to Perform.

(d)           The maximum amount which may be recovered for Claims pertaining to the General Representations and Undisclosed Liability Representations shall be $2,501,825 (the "Maximum Amount"), and no recovery may be had with respect to Claims pertaining to General Representations unless all such Claims exceed a minimum amount equal to $100,073 (the "Minimum Amount"), in which event recovery may be had with respect to all Claims.  Claims other

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 than Claims pertaining to General Representations may be asserted without regard to the Minimum Amount and none of the limitations of this subsection (d) shall apply to Claims pertaining to Title Representations, Claims pertaining to Undisclosed Tax Liability Representations, Claims based on Failure to Perform or Claims involving fraud or material misrepresentation.In addition, (i) none of the limitations of this subsection (d) shall apply to costs and expenses associated with the Work or the Completion of the Work, and (ii) the funds escrowed under the Escrow Agreement shall not be counted toward the Maximum Amount or the Minimum Amount.

7.4           (a)           As security for the payment of Fixed Claims, Contributor assigns to SCOLP, and grants SCOLP a continuing security interest in, all of its right, title and interest in and to the Preferred OP Units or proceeds thereof, including, without limitation, the right to receive distributions with respect thereto (collectively, the "Security").

(b)           Until December 31, 2013 or the date that all Claims timely asserted during the Claims Period are finally and fully resolved, Contributor may not transfer, assign, convey or convert all or any part of the Security unless such portion of the Security is replaced with collateral of equivalent value and Contributor shall not grant, suffer or permit any lien or encumbrance on the Security.  Subject to the provisions of this Agreement, SCOLP shall have the rights with respect to the Security which are afforded secured parties under the Michigan Uniform Commercial Code.  Contributor shall execute all financing statements and other documents necessary or appropriate to perfect SCOLP’s security interest in the Security, and Contributor authorizes SCOLP to make any notation on its records necessary or appropriate to perfect such security interest.  Contributor shall promptly deliver written notice to SCOLP of any change in its addresses.

(c)           Upon assertion of a Claim exceeding the Minimum Amount, if applicable, subject to Section 7.4(d), all subsequent distributions on the pledged Preferred OP Units shall be withheld and deposited in lieu of payment to Contributor in a fund (the "Fund").  Moneys on deposit in the Fund may not exceed the aggregate amount of all Claims and shall not exceed the Maximum Amount, to the extent applicable.  Moneys in the Fund will be invested in obligations of the United States government or its agencies or corporate debt or commercial paper with a minimum grade rating of A or better (or comparable grade with respect to commercial paper) in each case with a term of 3 years or less, unless the parties agree otherwise in writing.  Upon a Claim becoming a Fixed Claim, the Fund and monies therein shall be paid to SCOLP up to the amount of the Fixed Claim together with recoverable attorney's fees, costs and expenses, and the remainder of the Fund not otherwise held for Claims previously asserted and not constituting a Fixed Claim shall be distributed to Contributor.  Each of the Other Contribution Agreements (as defined below) contains a provisions similar to this Section 7.4, and the Fund and the Security referred to in this Section 7.4 are the same "Fund" and "Security" referred to in such sections of the Other Contribution Agreements, and it is the intention of the parties hereto that the Fund and Security constitute the sole security for all Claims.

(d)           The limitations on recourse and liability contained in this Agreement are intended for the sole benefit of the parties identified in the applicable provisions and shall not run to the benefit of, or limit SCOLP’s recourse to or rights and remedies against, any other party.

8.           REPRESENTATIONS AND WARRANTIES OF SCOLP.

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8.1           SCOLP hereby represents and warrants to the Owner and Contributor as of the date hereof, and as of the Contribution Date, the following with the understanding that each of the representations and warranties are material and have been relied on by the Owner and Contributor in connection herewith:

(a)           SCOLP has been duly formed and is validly existing as a limited partnership in good standing under the laws of the State of Michigan and has the power and authority to own, lease and operate its properties and to conduct its business and to enter into and perform its obligations under this Agreement.

(b)           Neither this Agreement nor the performance of SCOLP’s obligations hereunder violates or will violate (i) any constituent documents of SCOLP, (ii) any contract, agreement or instrument to which SCOLP is a party or bound, or (iii) any applicable law, regulation, ordinance, order or decree.

(c)           This Agreement has been duly authorized, executed and delivered by SCOLP and constitutes the legal, valid and binding obligation of SCOLP, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting enforcement of creditors’ rights generally or by general equity principles.

(d)           SCOLP has previously furnished, or made available, to the Owner a true, correct and complete copy of the Partnership Agreement, together with all amendments (other than those amendments that simply change the information set forth in Exhibit A attached thereto).

(e)           SCOLP has made available to the Owner and Contributor (by public filing with the SEC or otherwise) a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by its general partner, Sun Communities, Inc. (“SUI”), with the SEC since January 1, 2009 (the "SEC Documents").  The SEC Documents were filed with the SEC in a timely manner and constitute all forms, reports and documents required to be filed by SUI under the 1933 Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder since January 1, 2009. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1933 Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Documents and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later SEC Documents filed and publicly available prior to the Contribution Date.  The consolidated financial statements of SUI and SCOLP included in the SEC Documents complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly presented, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material), the consolidated financial position of SUI and SCOLP, taken as a whole, as of their respective dates

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and the consolidated statements of income and the consolidated cash flows of SUI and SCOLP for the periods presented therein.

(f)           The authorized capital stock of SUI and the shares thereof issued and outstanding are as set forth in the SEC Documents as of the dates reflected therein.  All of the outstanding shares of Common Stock of SUI have been duly authorized and validly issued, and are fully paid and nonassessable.

(g)           Except as disclosed in the SEC Documents, there are no claims, actions, suits, arbitrations, inquiries or proceedings pending, or, to the actual knowledge of any executive officer of SUI, threatened, against SUI or SCOLP before any governmental authority that could reasonably be expected to have a material adverse effect on the financial condition, properties, assets, liabilities, business, operations or prospects of SCOLP.

8.2           The provisions of Section 8.1 and all representations and warranties contained therein shall survive the closing of the transaction contemplated herein and the conveyance of the Membership Interests.  All of such representation and warranties shall be deemed to be reaffirmed as of the Contribution Date unless prior to the Closing SCOLP delivers written notice to the contrary to Contributor.

9.           DISCLOSURE BY THE OWNER AND CONTRIBUTOR.

9.1           At all reasonable times from and after the date hereof, the Owner and Contributor shall afford SCOLP and its representatives full and free access to the Project, including, but not limited to, the right to conduct environmental, soil, engineering and other tests and to inspect the mechanical, plumbing and utility systems located at the Project, together with all other aspects of the Project.  Upon the completion of such activities, SCOLP, at its sole expense, shall promptly restore the Project to its former condition in all substantial respects.  At the request of Owner and Contributor, SCOLP shall disclose the results of any environmental testing and inspections, and shall deliver copies of all reports and test results to Owner and Members.  The results of such testing and inspections shall be treated as strictly confidential by SCOLP and the same shall not be disclosed to any third party or governmental entity without the written consent of Owner; provided, however, that such reports and results may be disclosed to SCOLP’s consultants, attorneys, lenders and insurance companies.  SCOLP shall defend, indemnify and hold Owner and Contributor harmless from and against any and all claims, demands, losses, costs and/or liabilities associated with damage or injury to any person, property or the Project caused by or attributable to the actions or negligence of SCOLP and/or its contractors, representatives or other agents while they are on the Project pursuant to this Section or otherwise.  SCOLP shall take the necessary steps to ensure that its contractors and agents have and maintain appropriate insurance policies related to (1) commercial general liability, including contractual liability, and (2) professional errors and omissions liability, including contractors’ pollution liability.  The obligations of SCOLP set forth in this Section 9.1 shall survive the termination of this Agreement or the Contribution Date.

9.2           SCOLP shall have the right, at its expense, to cause its accountant to prepare audited financial statements of the Owner and its operations at the Project for the calendar years ended December 31, 2009 and December 31, 2010, and for the period from January 1, 2011

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through the calendar month preceding the Contribution Date, and the Owner and Contributor shall cooperate and assist it all respects with the preparation of the audited financial statements.  Owner and Contributor shall furnish to SCOLP and its accountants all financial and other information in its possession or control to enable such accountants to prepare audited financial statements in conformity with Regulation S-X promulgated by the Securities and Exchange Commission ("SEC") and any registration statement, report or disclosure statement filed with, and any rule issued by, the SEC.  Owner also shall provide a signed representation letter as prescribed by generally accepted auditing standards as promulgated by the Auditing Standards Divisions of the American Institute of Public Accountants which representation letter is required to enable an independent public accountant to render an opinion on such financial statements.

10.            CONDITIONS.

10.1           The obligation of SCOLP to consummate the acquisition of the Membership Interests is expressly conditioned upon the following, each of which constitutes a condition precedent to the obligations of SCOLP hereunder which, if not performed or determined to be acceptable to SCOLP on or before the Contribution Date (unless a different time for performance is expressly provided herein), shall permit SCOLP, at its sole option, to declare this Agreement null and void and of no further force and effect by written notice to Contributor, whereupon none of Contributor, the Owner, the Holding Company nor SCOLP shall have any further obligations hereunder to the other (provided that SCOLP shall have the right to waive any one or all of such conditions):

 (a) On the Contribution Date, title to the Project and the Contributed Membership Interests shall be in the condition required by this Agreement and the Title Company shall be in a position to issue the title policy pursuant to the Commitment.

 (b) The Contributor, Owner and Holding Company shall have complied with and performed all covenants, agreements and conditions on their part to be performed under this Agreement within the time herein provided for such performance.

 (c) The representations, warranties and agreements of Contributor, Owner and the Holding Company contained herein and in all documents and agreements executed pursuant hereto are and shall be true and correct as of the date hereof and as of the Contribution Date in all material respects.

 (d) From and after the date hereof to the Contribution Date, there shall have been no material adverse change in or to the Project, the business conducted thereon, Owner or the Holding Company.

 (e) SCOLP shall have obtained, at its sole cost and expense, a "Phase 1" environmental audit (the "Phase 1 Audit") of the Project reflecting that the Project is free of and does not contain any Hazardous Materials, and otherwise in form and content acceptable to SCOLP.  If the Phase 1 Audit discloses any condition which requires further review or investigation, SCOLP may obtain, at its sole expense, a "Phase 2" environmental audit of the Project which is acceptable in form and content to SCOLP, in its sole discretion, and the Contribution Date shall be extended for an additional thirty (30) days to

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provide SCOLP with sufficient time to receive, review and approve such Phase 2 environmental audit.

 (f) The holder of the Mortgage shall have by the Contribution Date approved the contribution of the Membership Interests to SCOLP in accordance with the terms hereof, and prior to Closing, the holder of the Mortgage shall have executed and delivered to SCOLP a consent and estoppel certificate (the "Estoppel"), dated not more than ten (10) days prior to the Contribution Date, in a form reasonably acceptable to SCOLP.

 (g) No action, suit, proceeding or investigation shall have been instituted before any court or governmental body, or instituted by any governmental agency, to restrain or prevent consummation of the transactions under this Agreement or which would affect the right of SCOLP to own, operate and control the Holding Company, the Owner or the Project.

(h) Articles of Organization and a Certificate of Conversion (or other appropriate document) for Owner shall have been filed with the Michigan Department of Licensing and Regulatory Affairs, converting Owner into a Michigan limited liability company with the same or substantially similar name as the former limited partnership. Such conversion shall be satisfactory to SCOLP.

10.2           The obligation of Contributor to consummate the contribution of the Membership Interests is expressly conditioned upon the following, each of which constitutes a condition precedent to the obligations of Contributor hereunder which, if not performed or determined to be acceptable to Contributor on or before the Contribution Date (unless a different time for performance is expressly provided herein), shall permit Contributor, at its sole option, to declare this Agreement null and void and of no further force and effect by written notice to the SCOLP, whereupon none of Contributor, the Owner, the Holding Company nor SCOLP shall have any further obligations hereunder to the other (provided that Contributor shall have the right to waive any one or all of such conditions):

 (a) SCOLP shall have complied with and performed all covenants, agreements and conditions on its part to be performed under this Agreement within the time herein provided for such performance.

 (b) The representations, warranties and agreements of SCOLP contained herein and in all documents and agreements executed pursuant hereto are and shall be true and correct as of the date hereof and as of the Contribution Date in all material respects.

 (c) Contributor shall have received the consideration provided in Section 2 above.

 (d) The holder of the Mortgage shall have executed and delivered to Contributor a release of any guarantor thereunder in a form reasonably acceptable to Contributor.

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 (e) No action, suit, proceeding or investigation shall have been instituted before any court or governmental body, or instituted by any governmental agency, to restrain or prevent consummation of the transactions under this Agreement.

11.            OPERATION OF PROJECT.

11.1           From and after the date hereof to the Contribution Date, Owner shall: continue to maintain the Project in the ordinary course and shall operate the Project in substantially the same manner as the Project has been operated prior to the date hereof; perform all regular maintenance and repairs with respect to the Project; and not change the operation or status of the Project in any manner reasonably expected to impair or diminish its value; provided, however: (a) no Tenant Lease shall be executed or extended for a term in excess of one year; (b) no Tenant Lease shall be executed or extended at a rental rate that is less than the present rental for such space within the Project; and (c) Owner shall at or prior to the Contribution Date furnish SCOLP with a copy of each new or renewal lease.

11.2           Effective as of the Contribution Date, Owner shall be entitled to terminate the existing manager of the Project and those employees of Owner designated by SCOLP prior to the Contribution Date.  All compensation, fees and payments of any nature whatsoever payable or claimed as a result of the termination of such manager and employees, and all costs associated therewith shall be paid by Owner or Contributor prior to the Contribution Date.  SCOLP and Contributor acknowledge that SCOLP may request the termination of all Owner employees as of the Contribution Date with the understanding that they may be re-hired by Owner after the Contribution Date provided they agree with the terms of employment offered by SCOLP.

12.            DESTRUCTION OF PROJECT.

12.1           In the event any part of the Project shall be damaged or destroyed prior to the Contribution Date, Contributor shall notify SCOLP thereof, which notice shall include a description of the damage and all pertinent insurance information.  If the use or occupancy of the Project is materially affected by such damage or destruction or the cost to repair such damage or destruction exceeds Fifty Thousand Dollars ($50,000.00), SCOLP shall have the right to terminate this Agreement by notifying Contributor within ten (10) days following the date SCOLP receives notice of such occurrence or on the Contribution Date, whichever occurs first, whereupon none of Contributor, Owner, the Holding Company nor SCOLP shall have any further obligation hereunder to each other.  If SCOLP does not elect to terminate this Agreement, or shall fail to timely notify Contributor, prior to the Contribution Date the parties shall take all action necessary to assure Owner's right, title and interest in and to the proceeds of the fire and extended coverage insurance presently carried by or payable to Owner.

13.            CONDEMNATION.

13.1           If, prior to the Contribution Date, either Owner, the Holding Company, Contributor or SCOLP receives or obtains notice that any governmental authority having jurisdiction intends to commence or has commenced proceedings for the taking of any portion of the Project by the exercise of any power of condemnation or eminent domain, or notice of any such taking is recorded among the public records of the State of Michigan or Mason County, and such taking results in a

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reduction of the number of home sites within the Project or SCOLP determines that such taking will adversely affect the operation of the Project, SCOLP shall have the option to terminate this Agreement by notifying Contributor within ten (10) days following SCOLP's receipt of such notice or on the Contribution Date, whichever is earlier, in which event none of Contributor, Owner, the Holding Company nor SCOLP shall have any other or further liability or responsibility hereunder to the other.  If SCOLP does not elect or does not have the right to terminate this Agreement or shall fail to timely notify Contributor, SCOLP shall close the transaction as if no such notice had been received, obtained or recorded or proceedings commenced, and in such event, any proceeds or awards made in connection with such taking shall be the sole property of Owner, and not Contributor.

14.            DEFAULT.

14.1           In the event Owner or Contributor shall fail to perform any of their obligations hereunder, SCOLP may, at its option and in addition to all other rights available at law or in equity and in addition to all other rights available under the Master Contribution Agreement, terminate this Agreement by written notice delivered to Contributor at or prior to the Contribution Date.

14.2           In the event SCOLP does not elect to terminate this Agreement as permitted herein and the conditions precedent to the obligation of SCOLP to accept the Contributed Membership Interests have been satisfied or waived by SCOLP in writing, and thereafter SCOLP fails to accept the contribution and transfer of the Contributed Membership Interests on the Contribution Date in accordance with the terms of this Agreement, Contributor shall be entitled to terminate this Agreement by written notice delivered to SCOLP at or prior to the Contribution Date.  Neither SCOLP nor any designee, transferee or assignee of SCOLP, nor any officers, directors, shareholders or partners, general or limited, of SCOLP or such designee, transferee or assignee, shall be personally or individually liable with respect to any obligation under this Agreement, all such personal and individual liability, if any, being hereby waived by Owner and Contributor on their behalf and on behalf of all persons claiming by, through or under them.

15.           LIABILITY AND INDEMNIFICATION.

15.1           Except as otherwise specified in Section 9.1, SCOLP does not and shall not assume any liability for any claims arising out of the occurrence of any event or the existence of any condition prior to the Contribution Date with respect to the Project, and except for the liability of Owner under the Mortgage Note, all accounts payable, obligations and liabilities of Owner, accrued or unaccrued, foreseen or unforeseen, contingent or liquidated, incurred as of the Contribution Date or arising out of events or occurrences prior to the Contribution Date (collectively, the "Pre-Contribution Liabilities") shall be the responsibility of, and paid by, Contributor.

15.2           Contributor agrees to indemnify and hold harmless Owner and SCOLP and their respective successors, assigns, constituent members and partners, employees, agents and representatives, from and against any and all claims, penalties, damages, liabilities, actions, causes of action, costs and expenses (including attorneys' fees and costs) arising out of, as a result of or as a consequence of: (a) the Pre-Contribution Liabilities, which include, without limitation, (i) any property damage or injuries to persons, including death, caused by any occurrence at the Project or resulting from Owner's use, possession, operation, repair and maintenance of the Project prior to the

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Contribution Date, (ii) any breach of the lessor's obligations under the Tenant Leases which occurred prior to the Contribution Date or as a result of Owner not having reserved cash as of the Contribution Date equal to the amount of all security deposits to be held under the Tenant Leases, (iii) any breach of Owner's obligations under the Project Contracts which occurred prior to the Contribution Date, (iv) the termination of the employees of Owner or the manager of the Project on or prior to the Contribution Date pursuant to Section 11.2 hereof, (v) clean up costs and future response costs incurred by Owner or SCOLP under the Environmental Laws as a result of a determination by a court or governmental authority having jurisdiction for events or occurrences prior to the Contribution Date, and (vi) all costs and expenses required to be paid by Contributor under Sections 6.1, 19.1 and/or 20.1;  and (b) any breach by Contributor or Owner of any of their representations, warranties, or obligations set forth herein or in any other document or instrument delivered by Contributor or Owner in connection with the consummation of the transactions contemplated herein.

15.3           From and after the Contribution Date, SCOLP agrees to indemnify, defend and hold harmless Contributor from and against any and all claims, penalties, damages, liabilities, actions, causes of action, costs and expenses (including reasonable attorneys’ fees), arising out of, as a result of or as a consequence of: (i) any breach of the lessor's obligations under the Tenant Leases which occurs subsequent to the Contribution Date; (ii) any breach of  SCOLP's obligations under the Project Contracts assigned to SCOLP at its request which may occur subsequent to the Contribution Date;  (iii) any property damage or injuries to persons, including death, caused by the occurrence of any event at the Project after the Contribution Date or in connection with the SCOLP’s use, possession, operation, repair and maintenance of the Project after the Contribution Date; (iv) any breach by SCOLP of any of its representations, warranties, or obligations set forth herein or in any other document or instrument delivered by the SCOLP in connection with the consummation of the transactions contemplated herein; and (v) any failure by SCOLP to pay costs and expenses required to be paid by SCOLP under Sections 6.1, 19.1 and/or 20.1.

16.           DUE DILIGENCE INVESTIGATION.

16.1           Commencing on the date hereof, SCOLP shall have a period of thirty (30) days (the "Investigation Period") to inspect and investigate all aspects of the Project, the Owner and the Holding Company, including, without limitation, the physical condition of the Project, all items of income and expense arising from the Owner's ownership and operation of the Project, and all documents relating thereto.  At any time prior to the expiration of the Investigation Period and for any reason whatsoever, SCOLP may, at its option and in its sole and absolute discretion, terminate this Agreement by delivery of written notice to Owner, in which event none of Contributor, the Owner, the Holding Company nor SCOLP shall have any further obligations to any other party except as expressly provided herein.

17.           OTHER AGREEMENTS.

17.1           Notwithstanding any provision of this Agreement to the contrary, (a) neither party may exercise any right of termination under this Agreement unless such party or its affiliates also terminate all of the Other Contribution Agreements, and (b) each party who, or whose affiliate, terminates one of the Other Contribution Agreements shall have the right to terminate this

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Agreement provided that it terminates all of the Other Contribution Agreements, so that a closing must occur under both this Agreement and all of the Other Contribution Agreements, or under none of them.  Any termination of this Agreement pursuant to clause (b) of the preceding sentence shall be effected by written notice to the other party, whereupon no party shall have any further liability to any other party under this Agreement, except as expressly provided herein.

17.2           The provisions of Section 17.1 shall not apply if any of the Other Contribution Agreements is terminated because of a failure of the owner's members to approve the contribution, except that in such event SCOLP may terminate this Agreement by written notice to Contributor not later than the Contribution Date, provided that SCOLP simultaneously terminate all of the Other Contribution Agreements.  In the event of such termination, no party shall have any further liability to any other party under this Agreement, except as expressly provided herein.

17.3           For purposes hereof, “Other Contribution Agreements” shall mean each of the Contribution Agreements (other than this Agreement) entered into by and among SCOLP, affiliates of the Owner and their respective members pursuant to that certain Master Contribution Agreement, dated as of April 1, 2011, by and among Kentland Corporation, Wilbur A. Lettinga, William B. Lettinga, Michael Lettinga, Sun Communities, Inc., and SCOLP (the “Master Contribution Agreement”).

18.            CLOSING.

18.1           Subject to the provisions of Section 5.1 and satisfaction or waiver by SCOLP of the conditions set forth in Section 10.1 hereof, the closing ("Closing") of the transactions contemplated herein shall take place simultaneously with the closing of the transactions provided for in the Other Contribution Agreements at the offices of Jaffe, Raitt, Heuer & Weiss, P.C., 27777 Franklin Road, Suite 2500, Southfield, Michigan 48034 at 10:00 A.M., local time, on a date designated by SCOLP (the "Contribution Date") which is not more than fifteen (15) days after the later of (a) the expiration or written waiver by SCOLP of the Investigation Period or (b) the receipt by SCOLP of the Estoppel in accordance with Section 10.1(f).

18.2           At Closing:

(a) Contributor shall execute and deliver an Assignment of Membership Interest, transferring all of its Contributed Membership Interests to SCOLP, free and clear of all liens, claims and encumbrances whatsoever.

(b) SUI and Contributor shall execute and deliver an amendment to the Partnership Agreement and an amendment to the SCOLP certificate of limited partnership reflecting the transactions provided for in this Agreement.

(c) SCOLP and Contributor shall enter into an amended and restated operating agreement of the Holding Company to provide for the withdrawal of Contributor and the admission of SCOLP as the sole member of the Holding Company in place of Contributor, such operating agreement to be in form and content provided by SCOLP.

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(d) SUI and Contributor shall enter into the Registration Rights Agreement in the form attached to the Master Contribution Agreement.

(e)           SCOLP shall deliver the Agreed Value in accordance with Section 2.1hereof.

(f) Contributor shall cause the Commitment referred to in Section 4.1 hereof to be recertified and updated to the Contribution Date, and shall cause the policy of title insurance to be issued to Owner pursuant to such updated Commitment together with such endorsements thereto.

(g) Owner and Contributor shall deliver to SCOLP a certificate confirming the truth and accuracy of their representations and warranties hereunder, and the Rent Roll, updated to the Contribution Date, shall be certified as true and correct in all respects.

(h) Contributor shall deliver to Owner and SCOLP to the extent in its possession, originals of: (i) the Tenant Leases, including all amendments thereto and modifications thereof; (ii) all Project Contracts; (iii) all architectural plans and specifications and other documents pertaining to the development of the Project; (iv) certificates of title for all mobile homes and vehicles owned by Owner; and (v) all other documentation currently used in the operation of the Project or Owner.

(i) Contributor shall deliver to SCOLP an affidavit certifying that it and all persons or entities holding an interest in Contributor are not non-resident aliens or foreign entities, as the case may be, such that Contributor and such interest holders are not subject to tax under the Foreign Investment and Real Property Tax Act of 1980.

(j) SCOLP shall deliver to Contributor certificates or such other instruments reasonably necessary to evidence that the execution and delivery of this Agreement and all documents to be executed and delivered by SCOLP hereunder, have been authorized by SCOLP and that all persons or entities who have executed documents on behalf of SCOLP in connection with the transaction have due authority to act on their behalf.

(k) Contributor’s legal counsel shall deliver to SCOLP a legal opinion, in form and substance satisfactory to SCOLP, as to the due authorization, valid execution and enforceability of this Agreement by and against Contributor.

(l) Contributor, Owner, the Holding Company and SCOLP shall each deliver to the other evidence of payment (or provision for payment) of costs, fees and expenses for which such party is responsible hereunder, and such other documents or instruments as shall reasonably be required by such party, its counsel or the Title Company to consummate the transaction contemplated herein and/or to cause the issuance of the policy of title insurance which, in all events, shall not increase such party's liability hereunder or decrease such party's rights hereunder.

19.            COSTS.

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19.1           SCOLP and Contributor shall each be responsible for their own counsel fees and travel expenses.  As provided for herein, Contributor shall pay: (a) the documentary, intangible and transfer taxes, if any, due on the conveyance of the Contributed Membership Interest to SCOLP; (b) all costs, expenses and fees payable to the holder of the Mortgage (including any assumption fees) with respect to the consent to the contribution of the Contributed Membership Interests and the Estoppel required herein; and (c) the title insurance premiums for the policy of title insurance as specified in Section 4.1 hereof.  As provided for herein, SCOLP shall pay: (i) all recording fees; (ii) costs associated with the Surveys and UCC and tax lien searches described in Section 4.3 hereof; and (iii) costs of the Phase I and Phase II Audits and any other costs associated with SCOLP’s inspection of the Project as described in Section 9.1 hereof.

20.            BROKERS.

20.1           SCOLP, Contributor and Owner represent and warrant to each other that the parties making the representation have not dealt with any brokers or finders or created or incurred any obligation for a commission, finder’s fee or similar remuneration in connection with this transaction (except that Owner has retained Robert W. Baird & Co.) and agree to indemnify, warrant and defend each other against and from all liability, loss, damages, claims or expenses, including reasonable attorney fees, arising from the breach or asserted breach of such representation.  Contributor shall be solely responsible for all fees and expenses due to Robert W. Baird & Co. as a result of the transactions contemplated by this Agreement.

21.            ASSIGNMENT.

21.1           Neither SCOLP, Contributor nor Owner shall have the right to assign this Agreement.

22.            CONTROLLING LAW.

22.1           This Agreement shall be controlled, construed and enforced in accordance with the laws of the State of Michigan.

23.            ENTIRE AGREEMENT.

23.1            This Agreement (together with the exhibits hereto) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the Owner, Contributor and SCOLP with respect to the subject matter hereof.  There is no statement, promise, agreement or obligation in existence which may conflict with the terms of this Agreement or which may modify, enlarge or invalidate this Agreement or any provision hereof.  None of the prior and/or contemporaneous negotiations, preliminary drafts, or prior versions of this Agreement leading up to its execution and not set forth herein shall be used by any of the parties to construe or affect the validity of this Agreement.

24.           AMENDMENTS.

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24.1           This Agreement may not be amended or modified except by an instrument in writing signed by, or on behalf of, SCOLP, the Owner, the Holding Company and Contributor.

25.           DESIGNATED REPRESENTATIVE.

25.1           The Owner, the Holding Company and Contributor, on the one hand, and SCOLP, on the other hand, shall each designate at least one representative (“Designated Representative”) who shall have the authority to represent, act for and bind the designating parties.  Any notice or other communication to a Designated Representative in accordance with this Agreement shall constitute notice or communication to the parties whom he represents, and any act or waiver by a Designated Representative shall constitute an act or waiver by the parties whom he represents for all purposes under this Agreement.  By way of illustration and not limitation, each Designated Representative shall have full power and authority, for and on behalf of the parties whom he represents, to: (i) receive notices or service of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by such parties under this Agreement and (iii) to execute and deliver any termination, amendment or waiver to this Agreement. The Owner, the Holding Company and Contributor hereby designate Wilbur A. Lettinga as their Designated Representative and, in the event that Wilbur A. Lettinga is unable or unwilling to so serve, the Owner, the Holding Company and Contributor hereby designate William B. Lettinga as their Designated Representative.

26.            NOTICES.

26.1           All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by an internationally recognized overnight courier service, by facsimile or registered or certified mail (postage prepaid, return receipt requested) to the respective parties hereto at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 26.1):

If to Owner, the Holding Company or Contributor:

Mr. Wilbur A. Lettinga

Kentland Corporation

5625 Prairie Creek Drive, Suite 100

Caledonia, Michigan 49316

Fax: (616) 554-3694

With a required copy to:

Rhoades McKee

161 Ottawa Avenue NW, Suite 600

Grand Rapids, Michigan 49503

Attn: Mr. Thomas P. Hogan

Fax: (616) 233-5269

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If to SCOLP:

Mr. Gary A. Shiffman

Sun Communities, Inc.

27777 Franklin Road, Suite 200

Southfield, Michigan 48034

Fax: (248) 208-2645

With a required copy to:

Jaffe, Raitt, Heuer & Weiss, P.C.

27777 Franklin Road, Suite 2500

Southfield, Michigan 48034

Attn: Mr. Arthur A. Weiss

Fax: (248) 351-3082

27.            BINDING.

27.1           The terms hereof shall be binding upon and shall inure to the benefit of the parties hereto, their successors, transferees and assigns.

28.            PARAGRAPH HEADINGS.

28.1           The captions in this Agreement are inserted for convenience of reference and in no way define, describe or limit the scope or intent of this Agreement or any of the provisions hereof.

29.            SURVIVAL AND BENEFIT.

29.1           Except as otherwise expressly provided herein, each agreement, representation or warranty made in this Agreement by or on behalf of either party, or in any instruments delivered pursuant hereto or in connection herewith, shall survive the Contribution Date and the consummation of the transactions provided for herein.

29.2           The covenants, agreements and undertakings of each of the parties hereto are made solely for the benefit of, and may be relied on only by, the other parties hereto, their transferees and assigns, and are not made for the benefit of, nor may they be relied upon, by any other person whatsoever.

29.3           This Agreement shall not be construed more strictly against one party than against the other, merely by virtue of the fact that it may have been prepared by counsel for one of the parties, it being recognized that Contributor, SCOLP, and Owner have contributed substantially and materially to the preparation of this Agreement.

30.           COUNTERPARTS.

30.1           This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

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Copies (whether photostatic, facsimile or otherwise) of this Agreement may be made and relied upon to the same extent as an original.

31.           FURTHER ASSURANCES.

31.1           From time to time after the Contribution Date, Contributor, SCOLP and Owner shall execute and deliver or cause to be executed and delivered, such further instruments and documents, and shall do or cause to be done such further acts and things as may reasonably be requested by another party hereto with respect to the transactions contemplated herein.

[Signatures on next page]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

OWNER:

TAMARAC VILLAGE MOBILE HOME PARK LIMITED PARTNERSHIP, a Michigan limited partnership

By:           Kentland Corporation, General Partner

By:  /s/ Wilbur A. Lettinga                                                              

Name:  Wilbur A. Lettinga                                                              

Title:   CEO                                                                                         

HOLDING COMPANY:

TAMARAC VILLAGE MHP HOLDINGCOMPANY #1, LLC, a Michigan limited liability company

By:  /s/ Wilbur A. Lettinga                                                                         

Name: Wilbur A. Lettinga

Title: Manager

CONTRIBUTOR:

TAMARAC VILLAGE MHP HOLDINGCOMPANY #2, LLC, a Michigan limited liability company

By:  /s/ Wilbur A. Lettinga                                                                         

Name: Wilbur A. Lettinga

Title: Manager

SCOLP:

SUN COMMUNITIES OPERATING LIMITEDPARTNERSHIP, a Michigan limited partnership

By:           Sun Communities, Inc., General Partner

By: /s/ Jonathan Colman                                                               

Name:  Jonathan Colman                                                              

                                                                                                                Title:  Executive Vice President                                                    

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LIST OF EXHIBITS

Exhibit	Description
A	Legal Description of Land
B	Schedule of Personal Property
C	Agreed Value Allocation Schedule
D	Rent Roll
E	Survey Certificate
F	Violations (Section 7.1(b))
G	Litigation and Condemnation Proceedings (Section 7.1(c))
H	Assessments and Other Charges (Section 7.1(d))
I	Project Contracts (Section 7.1(e))
J	[reserved]
K	Construction Contracts (Section 7.1(i))
L	Maintenance Problems (Section 7.1(k))
M	List of Employees (Section 7.1(l))
N	Licenses, Authorizations and Permits (Section 7.1(m))
O	Environmental Disclosures (Section 7.1(o))
P	Governing Documents (Section 7.1(p))
Q	Escrow Agreement (Section 2.3(a))
R	Construction Completion Guaranty (Section 2.3(d))

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EX-2.3

CONTRIBUTION AGREEMENT

(Country Meadows Village)

THIS CONTRIBUTION AGREEMENT is made and entered into this 5th day of May, 2011, by and among COUNTRY MEADOWS VILLAGE MHP HOLDING COMPANY #2, LLC, a Michigan limited liability company (“Contributor”), COUNTRY MEADOWS VILLAGE MHP HOLDING COMPANY #1, LLC, a Michigan limited liability company (the “Holding Company”), COUNTRY MEADOWS VILLAGE MOBILE HOME PARK, LLC, a Michigan limited liability company (“Owner”), and SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP, a Michigan limited partnership (“SCOLP”).

RECITALS:

A.           Owner is the owner of certain parcels of real property located in Kent County, Caledonia, Michigan, containing 307 licensed manufactured home sites, commonly known as Country Meadows Village, as more fully described in Exhibit "A" attached hereto (the "Land"), together with the buildings, structures, improvements and manufactured home sites on, above or below the Land, and all fixtures attached to, a part of or used in connection with the improvements, structures, buildings and manufactured home sites, and the parking, facilities, walkways, ramps and other appurtenances relating to the Land (collectively the "Improvements").

B.           Owner is the owner of all machinery, equipment, goods, vehicles and other personal property (collectively the "Personal Property") listed in Exhibit "B" attached hereto and made a part hereof, which is located at or useable in connection with the ownership or operation of the Land and Improvements.  The Personal Property does not include manufactured homes owned by tenants of the Project (as defined below).

C.           The Land, the Improvements, and the Personal Property, together with all of Owner's right, title and interest in and to all licenses, permits and franchises issued with respect to the use, occupancy, maintenance or operation of the Land and Improvements, the maximum number of land divisions as permitted under the Land Division Act (formerly the Subdivision Control Act of 1967), all right, title and interest, if any, of Owner in and to any land lying in the bed of any street, road or avenue, open or proposed, in front of or adjoining the Land to the center line thereof, and in and to any and all easements appurtenant to the Land, including, but not limited to, privileges or rights of way over adjoining premises inuring to the benefit of the Land, or the fee owner thereof, and together with all rights of use, air, mineral and subsurface rights, servitudes, licenses, tenements, hereditaments and appurtenances now or hereafter belonging to the foregoing are hereinafter sometimes collectively referred to as the "Project".

D.           Contributor is the sole member of the Holding Company and holds one hundred percent (100%) of the membership interests in the Holding Company (collectively, the "Membership Interests").

E.           The Holding Company is the sole member of Owner and owns one hundred percent (100%) of the membership interest in Owner.

F.           Contributor desires to contribute all of the Membership Interests in the Holding Company to SCOLP, and SCOLP desires to accept the contribution of all of the Membership Interests, upon the terms and subject to the conditions hereinafter set forth.

NOW, THEREFORE, for and in consideration of the premises, and the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1.           AGREEMENTS TO CONTRIBUTE THE MEMBERSHIP INTERESTS.

1.1           Contributor agrees to contribute to SCOLP, and SCOLP agrees to accept from Contributor, the Membership Interests in the Holding Company (the "Contributed Membership Interests"), in accordance with the terms and subject to the conditions hereof, such contribution to be effective as of the Contribution Date.

2.           AGREED VALUE.

2.1           The parties agree that the agreed-upon value of the Project is $9,800,000, adjusted for pro-rated items as provided in this Agreement (the “Agreed Value”). On the Contribution Date, SCOLP shall pay the Agreed Value as follows: (a) by delivering an amount equal to all outstanding principal, interest and other sums due but unpaid as of the Contribution Date, plus any applicable prepayment penalties or fees (collectively, the “Mortgage Payoff Amount”) to Bank of America (the “Lender”) under that certain Amended and Restated Promissory Note effective as of June 1, 2010 (the “Mortgage Note”) from Owner to Lender, and all related documents, which loan (the “Loan”) is secured by the Mortgage (as defined in Section 3.1(d)); and (b) the balance of the Agreed Value, less the total amount of all costs and expenses which are the obligation of the Owner or Contributor hereunder that are funded by or on behalf of SCOLP (the “Funded Costs”), in the form of Series A-1 Preferred OP Units in SCOLP (the “Preferred OP Units”) with an aggregate value (at an issue price set forth in the amendment to Partnership Agreement executed and delivered in connection with Section 18.2(b) below) equal to that sum.  The Agreed Value is allocated among real property, personal property and goodwill as reflected on the attached Exhibit “C”. Notwithstanding the allocations set forth on the attached Exhibit “C” but subject to the provisions of Section 7.2(a) of the Master Contribution Agreement (as defined below), the parties acknowledge and agree that, for tax and financial reporting purposes, SCOLP shall allocate the Agreed Value among personal property, real property and goodwill as determined by SCOLP (and its independent accountants) and SCOLP shall not in any way be bound by the allocations set forth on the attached Exhibit “C”.

2.2           The Preferred OP Units to be issued to Contributor pursuant to the terms hereof shall be governed by SCOLP’s Second Amended and Restated Limited Partnership Agreement, dated as of April 30, 1996, as amended (the "Partnership Agreement"), a copy of which has been delivered to the Owner, as such Partnership Agreement shall be amended on the Contribution Date to reflect the admission of Contributor as a limited partner and the issuance of, and the rights and obligations associated with, such Preferred OP Units.  On the date hereof and on the Contribution Date, Contributor and each equity holder thereof shall execute and deliver such investment and subscription documents as SCOLP shall reasonably require in connection with the issuance of the Preferred OP Units and represent and warrant that Contributor or such equity holder, as the case

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may be, is an "accredited investor" as defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “1933 Act”).

3.           CONDITION OF TITLE TO THE PROJECT.

3.1           Contributor hereby represents and warrants to SCOLP that Owner is the lawful owner of the Project and holds insurable and marketable title to the Project, free and clear of all liens, claims and encumbrances other than the following matters (hereinafter referred to as the "Permitted Exceptions"):

 (a) Those liens, encumbrances, easements and other matters set forth on Schedule B-2 of the Commitment to be delivered pursuant to Section 4.1 hereof which SCOLP does not designate as “Title Defects” pursuant to Section 5.1 hereof;

 (b) The rights of parties in occupancy of all or any portion of the Land and Improvements under leases, subleases, occupancy agreements and commitments to lease (the "Tenant Leases"), to the extent set forth and described in the Rent Roll (the "Rent Roll"), dated April 30, 2011, attached hereto as Exhibit "D", as the same shall be updated to the Contribution Date;

 (c) All presently existing and future liens for unpaid real estate taxes, assessments for public improvements installed after the Contribution Date, and water and sewer charges and rents, subject to adjustment thereof as hereinafter provided, which are not due and payable; and

 (d) That certain Mortgage (the "Mortgage"), dated June 22, 2010, from Owner to the Lender, which Mortgage secures payment of the Mortgage Note. The Mortgage will be terminated and released at the Closing.

From the date hereof through the Contribution Date, none of the Owner, the Holding Company nor Contributor will cause the Project to be further encumbered by any lien, easement, restriction or any other matter.

4.           EVIDENCE OF TITLE; SURVEY; UCC SEARCHES.

4.1           Within ten (10) days after the date hereof, the Owner shall furnish SCOLP with a commitment (the "Commitment") for an ALTA Form Owner's Policy of Title Insurance, issued by Title Source, Inc. (the "Title Company"), along with copies of all instruments described in Schedule B of the Commitment (collectively, the “Exception Documents”), in the amount of $9,800,000.  At Closing, the Owner shall cause to be provided to SCOLP, at Contributor’s expense, an owner’s policy of title insurance issued pursuant to the Commitment, insuring the interest in the Project without the "standard exceptions" and containing a zoning endorsement and such additional endorsements as SCOLP and Contributor shall mutually determine. The cost of the title insurance policy shall be borne by Contributor, or paid for by SCOLP at Closing and treated as a Funded Cost; provided, however, that the cost of the zoning endorsement shall be shared 50% by SCOLP and 50% by Contributor.

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4.2           SCOLP shall obtain a current ALTA "as built" survey (the "Survey") of the Project prepared by a licensed surveyor or engineer approved by SCOLP, certified to Owner, SCOLP, the Title Company, and any other parties designated by SCOLP, using the form attached as Exhibit "E" hereto.  The Survey shall show the legal description of the Land, the total acreage of each parcel comprising the Land, all structures and improvements located thereon (other than manufactured homes), all boundaries, courses and dimensions, set-back lines, easements and rights of way (including any recording references), the location of all highways, streets and roads upon or adjacent to the Land, and the location of all utility lines and connections with such utility lines.  The Survey shall be sufficient for removal of the standard survey exception from the policy of title insurance to be issued pursuant to the Commitment and shall not reveal any of the following:  (i) encroachments on the Project or any portion thereof from any adjacent property, (ii) the encroachment of the Project, or any portion thereof, on any adjacent property, or (iii) any violation by any portion of the Project of any recorded building liens, restrictive covenants or easements affecting the Project. The cost of the Survey shall be borne by SCOLP.

4.3           SCOLP shall obtain Uniform Commercial Code financing statement searches and tax lien searches both from the State of Michigan and the County of Kent with respect to Owner, showing no security interests, pledges, liens, claims or encumbrances in or affecting the Project, including the Personal Property, or the Membership Interests, except for the Loan and except for security interests of a definite or ascertainable amount which may be removed by the payment of money at Closing and which Owner and/or Contributor have a right to, and do, remove at Closing.  The cost of the UCC searches shall be borne by SCOLP.

5.           TITLE OBJECTIONS.

5.1           If the Commitment or Survey discloses exceptions which are not acceptable to SCOLP, in its sole discretion, SCOLP shall notify Owner and Contributor in writing of its objections to such exceptions (the "Title Defects") within ten (10) days after the date of this Agreement.  If SCOLP objects to any exception disclosed on the Commitment or Survey within such ten (10) day period, such exception shall not be treated as a Permitted Exception hereunder except as otherwise provided in this Section 5.1.  If Owner and Contributor fail to have the Title Defects deleted from the Commitment or Survey, as the case may be, or discharged within ten (10) days after receipt of notice from SCOLP (or such longer time period designated by SCOLP), SCOLP may:  (a) terminate this Agreement by delivery of written notice to Owner and Contributor, whereupon neither Owner, Contributor nor SCOLP shall have any further duties or obligations under this Agreement; (b) elect to take title as it then is with such Title Defects becoming Permitted Exceptions under this Agreement; or (c) extend for up to ninety (90) days the period for Owner and Contributor to cure such Title Defects, and if such Title Defects are not deleted during the extended period, SCOLP may then exercise its rights under subparagraphs (a) or (b) above.  If Owner or Contributor cause such Title Defects to be deleted from the Commitment, the Closing shall be held within seven (7) days after delivery of the revised Commitment and Survey or on the Contribution Date specified in Section 18 hereof, whichever is later.

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6.           ADJUSTMENTS AND PRORATIONS.

6.1           The following adjustments and prorations shall be made at the Closing between SCOLP, Owner and Contributor computed to, but not including, the Contribution Date.

 (a) Real estate taxes and personal property taxes which are a lien upon or levied against any portion of the Project prior to the Contribution Date (other than current taxes), and all special assessments levied on any portion of the Project prior to the Contribution Date, shall be paid by Owner or Contributor prior to the Contribution Date. Real estate taxes and personal property taxes levied against any portion of the Project and applicable to the period after the Contribution Date shall be prorated and adjusted between the parties on a calendar year basis and shall be paid by Contributor or SCOLP, as the case may be.

 (b) The amount of all unpaid water and other utility bills for the Project which are not directly billed to the tenants of the Project, and all other operating and other expenses incurred with respect to the Project and Owner, and relating to the period prior to the Contribution Date, shall be paid by Owner or Contributor on or prior to the Contribution Date or, if not paid, an amount equal to such unpaid expenses shall be reserved in cash within the Owner as of the Contribution Date.

 (c) Charges under Project Contracts (as defined below) attributable to the period prior to the Contribution Date shall be paid by Owner or Contributor prior to the Contribution Date, or, if not paid, the amount due shall be reserved in cash within the Owner as of the Contribution Date.

 (d) All rental and other revenues collected by Owner up to the Contribution Date which are allocable to the period prior to the Contribution Date shall become a part of the disbursement from Owner to the Holding Company (and then from the Holding Company to Contributor) made pursuant to Section 6.2 below.

 (e) An amount equal to all security and other deposits described in the Rent Roll, together with any interest accrued thereon (to the extent applicable law requires interest to be paid by the holder of such deposits) shall be reserved in cash within the Owner as of the Contribution Date or credited to SCOLP at the Closing.

 (f) An amount equal to all expenses of the Project which were paid prior to the Contribution Date and for which Owner will benefit after the Contribution Date shall be disbursed or credited to Contributor at the Closing.

 (g) All compensation, fringe benefits and other amounts due the employees of Owner or the manager of the Project for the period prior to the Contribution Date, whether as hourly pay, salaries, overtime, bonus, vacation or sick pay, severance pay, pensions or otherwise, and all amounts due for the payment of employment taxes with respect thereto, shall be paid by Owner on or prior to the Contribution Date, or, if not paid, an amount equal to such entire unpaid liability shall be reserved in cash within the Owner as of the Contribution Date.

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 (h) All costs and expenses incurred by Owner, the Holding Company or Contributor prior to the Contribution Date in connection with the transactions contemplated herein and the performance of its obligations under this Agreement, including, without limitation, attorney and other professional fees and the costs and expenses payable by Owner or Contributor hereunder (including, without limitation, the costs and expenses specified in Section 19.1 to be paid by Members), shall be paid by Contributor and shall not be charged to, or the responsibility of, Owner, the Holding Company or SCOLP.

 (i) All interest accrued under the Mortgage Note through the Contribution Date, and all other fees and charges due or accrued under the Mortgage Note, Mortgage or with respect to the Loan as of the Contribution Date (including, without limitation, all assumption fees and expenses related thereto), shall be paid by the Owner on or before the Contribution Date, or, if not paid, an amount equal to the entire amount of such accrued interest, fees and charges shall be reserved in cash within the Owner as of the Contribution Date.

6.2           On or prior to the Contribution Date, Contributor (directly or indirectly through the Holding Company) shall be entitled to a distribution from Owner in an amount equal to all of the cash and cash equivalent assets held by Owner as of the Contribution Date, after deduction for any and all costs and expenses payable by Owner or Contributor hereunder.

6.3           If within ninety (90) days after the Closing either SCOLP or Contributor discovers any inaccuracies or errors in the prorations or adjustments done at Closing pursuant to Sections 6.1 and/or 6.2, such party shall notify the other party of such inaccuracy or error by written notice including reasonable detail of the appropriate calculation.  In such event, the parties shall attempt, in good faith, to resolve any issues with respect to the prorations and adjustments done at Closing pursuant to Section 6.1.  After the parties resolve any such issues or, in the event the parties are unable to resolve issues, a final judgment has been rendered with respect to such matter without timely appeal or after all appeals timely made are fully resolved, SCOLP and Contributor shall promptly take all action and pay all sums necessary so that such prorations and adjustments shall be in accordance with the terms of this Agreement, and the obligations of either party to pay any such amount shall survive the Contribution Date.

7.            REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR AND OWNER.

7.1           Owner and Contributor, jointly and severally, hereby represent and warrant to SCOLP as of the date hereof, and as of the Contribution Date, the following with the understanding that each of the representations and warranties are material and have been relied on by SCOLP in connection herewith:

 (a) True, correct and complete copies of all Tenant Leases, including all amendments and documents relating thereto, that are currently in effect and that cover any portion of the Project have been or will be delivered to SCOLP; the Rent Roll attached hereto as Exhibit "D", as updated to the Contribution Date, is and will be an accurate and complete rent roll describing each of the Tenant Leases, including the name of each tenant, the home site occupied by each tenant, the lease term, monthly rent, delinquencies in rent

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and deposits and prepaid rent or credits of any tenant; except as disclosed in the Rent Roll, (i) each Tenant Lease is in full force and effect, (ii) no Tenant Leases are in default, (iii) to Contributor’s and Owner’s actual knowledge, no events have occurred which, with notice or the passage of time, or both, would constitute such a default, (iv) the lessor has performed all of its obligations under each Tenant Lease; and (v) the Tenant Leases have not been modified nor have any concessions been made with respect thereto unless expressly described in the Rent Roll.

 (b) Except as otherwise disclosed in Exhibit "F" attached hereto, neither Owner nor Contributor have received any notices of, and Contributor have no actual knowledge of any existing facts or conditions which could reasonably be expected to result in the issuance of, any violations of any building, zoning, safety, fire, environmental, health or other codes, laws, ordinances or regulations with respect to the Project or the appurtenances thereto, which will not be cured by the Closing, at Contributor's expense.

 (c) Except as disclosed in Exhibit "G" attached hereto, there are no actions, suits, proceedings, claims, investigations or inquiries pending or, to the actual knowledge of Contributor and Owner, threatened against Owner, the Holding Company or the Project in any court, before any governmental or administrative agency, or before any other tribunal having jurisdiction over Owner, the Holding Company or the Project.

 (d) Except as otherwise disclosed in Exhibit "H" attached hereto, neither the Owner nor Contributor has actual knowledge of any assessments, charges, paybacks, or obligations requiring payment of any nature or description against the Project which remain unpaid, including, but not limited to, those for sewer, water or other utility lines or mains, sidewalks, streets or curbs.

 (e) True, correct and complete copies of all service, utility, supply, maintenance and employment contracts and agreements and all other continuing contractual obligations (collectively, the "Project Contracts") affecting Owner or the ownership, operation or development of the Project, and all amendments thereto have been delivered to SCOLP; all Project Contracts are in full force and effect and are not in default; all Project Contracts are listed in Exhibit "I" attached hereto; and except as listed in Exhibit “I”, all Project Contracts may be cancelled upon not more than thirty (30) days notice without premium or penalty.

 (f) Owner is the lawful owner of the Project and holds insurable and marketable title to the Project, free and clear of all liens, claims and encumbrances other than the Permitted Exceptions.  Contributor has and will have on the Contribution Date the power and authority to transfer the Membership Interests to SCOLP and perform its obligations in accordance with the terms and conditions of this Agreement, and each person who executes this Agreement and all other instruments and documents in connection herewith for or on behalf of Contributor, the Owner and the Holding Company has and will have due power and authority to so act.  On or before the Contribution Date, Contributor will have complied with all applicable statutes, laws, ordinances and regulations of every kind or nature, in order to effectively convey and transfer all of their right, title and interest in and to the Membership Interests to SCOLP in the condition herein required.  This Agreement is valid and enforceable against Contributor, the Owner and the Holding Company in accordance

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with its terms, and each instrument to be executed by the Owner, the Holding Company and Contributor pursuant to this Agreement or in connection herewith will, when executed and delivered, be valid and enforceable against the Owner, the Holding Company and Contributor in accordance with its terms.

 (g) Since the date on which the Owner commenced doing business at the Project, Contributor and Owner have maintained, and from the date hereof through the Contribution Date, Owner will maintain, insurance coverage substantially in form and content as currently in effect.

 (h) Neither this Agreement nor anything provided to be done herein by Owner or Contributor, including, without limitation, the conveyance of the Membership Interests as herein contemplated, violates or will violate any contract, agreement or instrument to which Owner, the Holding Company or Contributor is a party or bound or which affects the Project or the Membership Interests (except the Mortgage), or any governmental statute, law, ordinance, rule, regulation, order, judgment or directive.

 (i) Except as disclosed in Exhibit “K” attached hereto, the Owner has not contracted for the furnishing of labor or materials to the Project which will not be paid for in full prior to the Contribution Date.  If any claim is made by any party for the payment of any amount due for the furnishing of labor and/or materials to the Project or Owner prior to the Contribution Date, Contributor will immediately pay such claim and discharge the lien, or if a lien has been filed and Contributor intend, in good faith, to contest such claim, Contributor may cause the lien to be discharged by posting a bond pursuant to applicable law.

 (j) All utility services required for the operation of the Project as presently conducted, including water, sanitary sewer, gas, electric, telephone and cable television facilities, are available to the Project and each home site in sufficient quantities to adequately service the Project at full occupancy; and to the actual knowledge of Contributor and Owner, there are no existing, pending or threatened plans, proposals or conditions which could cause the curtailment of any such utility service.

 (k) To the actual knowledge of Contributor and Owner, except as disclosed in Exhibit “L”: (i) there are no existing maintenance problems with respect to the mechanical, electrical, plumbing, utility and other systems necessary for the operation of the Project, including, without limitation, all underground utility lines, water wells and roads, other than routine maintenance required as a result of the age of such systems; (ii) all such systems are in good and sound working condition and are suitable for the operation of the Project; (iii) there are no structural or physical defects in and to the Project which materially affect the operation of the Project; and (iv) there are no conditions currently existing on, in, under or around the property, which materially adversely affects, or could materially adversely affect, the Project or the operation thereof.

 (l) Attached hereto as Exhibit "M" is a true and accurate list of all persons employed by Owner or the manager of the Project in connection with the operation and maintenance of the Project as of the date hereof, including name, job description, current pay rate, and description of all benefits provided such employees.  None of the employees of Owner or the manager of the Project are covered by an employment agreement, collective bargaining agreement or any other agreement, and all employees of Owner and the manager of the Project are terminable "at will", subject to applicable laws prohibiting discrimination by employers.  The Holding Company has no employees.

 (l) Attached hereto as Exhibit "M" is a true and accurate list of all persons employed by Owner or the manager of the Project in connection with the operation and maintenance of the Project as of the date hereof, including name, job description, current pay rate, and description of all benefits provided such employees.  None of the employees of Owner or the manager of the Project are covered by an employment agreement, collective bargaining agreement or any other agreement, and all employees of Owner and the manager of the Project are terminable "at will", subject to applicable laws prohibiting discrimination by employers.  The Holding Company has no employees.

 (l) Attached hereto as Exhibit "M" is a true and accurate list of all persons employed by Owner or the manager of the Project in connection with the operation and maintenance of the Project as of the date hereof, including name, job description, current

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pay rate, and description of all benefits provided such employees.  None of the employees of Owner or the manager of the Project are covered by an employment agreement, collective bargaining agreement or any other agreement, and all employees of Owner and the manager of the Project are terminable "at will", subject to applicable laws prohibiting discrimination by employers.  The Holding Company has no employees.

 (m) To the actual knowledge of Contributor and Owner, Exhibit "N" attached hereto contains a complete and accurate list of, and copies of, all licenses, certificates, permits and authorizations from any governmental authority of any kind which are required to operate, use and maintain the Project as a manufactured home community; and all such licenses, certificates, permits and authorizations have been issued and are in full force and effect and on the Contribution Date shall remain in full force and effect notwithstanding the transfer of the Membership Interests.

 (n) Exhibit "B" attached hereto contains a true and complete list of all Personal Property used in the operation of the Project, including, without limitation, all manufactured homes owned by Owner.  All such Personal Property is in good working condition and adequate for the operation of the Project at full occupancy in all material respects; and Owner will not remove any item of Personal Property from the Project on or prior to the Contribution Date, unless such item is replaced with a similar item of no lesser quality or value. All Personal Property is owned free and clear of all liens, claims and encumbrances other than the lien of the Mortgage.

 (o) Owner and Contributor have delivered to SCOLP all environmental reports and audits in their possession, including, without limitation, phase I and II environmental site assessments and environmental compliance audits (the “Environmental Reports”) relating to the Project.  Except as disclosed in any Environmental Report delivered by Owner to SCOLP as identified in Exhibit “O” or obtained by SCOLP in connection with its investigation of the Project, the Owner and Contributor have not, and to the actual knowledge of Owner and Contributor, there has not been, and prior to the Contribution Date will not be, discharged, released, generated, treated, stored, disposed of or deposited in, on or under the Project any "toxic or hazardous substance", asbestos, lead based paint, urea formaldehyde insulation, PCBs, radioactive material, mold or other biological contaminants, flammable explosives, underground storage tanks, or any other hazardous or contaminated substance (collectively, the "Hazardous Materials") prohibited, limited or regulated under the Comprehensive Environmental Response, Compensation and Liability Act, the Resource Conservation and Recovery Act, the Hazardous Materials Transportation Act, the Toxic Substance Control Act, the Federal Insecticide, Fungicide and Rodenticide Act, the Michigan Natural Resources and Environmental Protection Act, or under any other applicable federal, state or local statutes, regulations, rules, court orders or rulings, or ordinances (collectively the "Environmental Laws").  Neither Owner nor Contributor has any actual knowledge of any claim, demand, suit, action or other legal proceeding arising out of, or related to, any Environmental Laws with respect to the Project which is pending or threatened before any court, agency or government authority, and neither Owner nor Contributor has any actual knowledge, or received any notice, that the Project is in violation of, or has a past unresolved violation of, the Environmental Laws.

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 (p) Attached hereto as Exhibit "P" and made a part hereof by this reference are true, correct and complete copies of the partnership agreement or operating agreement of Owner and the Holding Company and any additional documents, instruments or certificates relating to the existence of Owner, Contributor or the Holding Company and Contributor's rights and obligations with respect to the Membership Interests, and all amendments to any of the foregoing (collectively, the "Governing Documents"). From the date hereof to the Contribution Date, the Governing Documents will not be modified or amended without the consent of SCOLP.  All minute books, recorded minutes of meetings and consent resolutions of Owner, Contributor or of the Holding Company, if any, shall be provided to SCOLP at Closing.

 (q) Contributor owns one hundred percent (100%) of the membership interests in the Holding Company and the Holding Company is the sole member of, and owns one hundred percent (100%) of the membership interests in, the Owner. Contributor is the legal and beneficial owners of the Membership Interests, free and clear of all liens, claims and encumbrances. All Contributed Membership Interests were issued without violating any state or federal securities laws and there are no outstanding agreements, commitments, rights, options, warrants or plans of any nature whatsoever for the issuance, sale or purchase of any other interests in Owner or in the Holding Company.

 (r) Upon consummation of the transfer of the Membership Interests to SCOLP pursuant to the terms hereof, SCOLP will acquire valid and marketable title to the Membership Interests, free and clear of all liens, claims and encumbrances whatsoever and will own, in the aggregate, one hundred percent (100%) of the interests in the Holding Company.

 (s) As of the date hereof and on the Contribution Date, the Holding Company owns no assets other than its membership interest in the Owner and has no liabilities.

 (t) [reserved]

 (u) All federal, state and local income, excise, sales, property and other tax returns required to be filed by Owner and the Holding Company have been timely filed and are correct and complete in all material respects.  All taxes, assessments, penalties and interest due in respect of any such tax returns or the Project and any assessments thereon have been paid in full, and there are no pending or threatened claims, assessments, deficiencies, audits or notices with respect to any such taxes.

 (v) Owner does not maintain, sponsor, participate in or contribute to, and in the past has not maintained, sponsored, participated in or contributed to, any employee health or benefit plan (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), any employee pension benefit plan (as defined in Section 3(2)(A) of ERISA), or any bonus, severance, deferred compensation, retirement option or any other plans or amendments providing for any benefits to employees of Owner, and Owner is not, and has not been, a member of any controlled group of entities, a group of

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trades or businesses under common control, or an affiliated service group, as defined in ERISA and the Internal Revenue Code of 1986, as amended.

 (w) The Owner has previously delivered to SCOLP the following financial statements (the “Financial Statements”):  (a) compiled balance sheet and related statement of income for the Owner, as of and for the fiscal year ended December 31, 2009, (b) compiled balance sheet and related statement of income for the Owner, as of and for the fiscal year ended December 31, 2010, and (c) management prepared balance sheet and related statement of income for the Owner as of and for the two months ended February 28, 2011 (the “Latest Financial Statements”).  The Financial Statements have been prepared on the basis of the tax method of accounting on a consistent basis throughout the periods covered thereby and present fairly, in all material respects, the financial condition of the Owner as of such dates and the results of its operations for the periods specified. The Owner has no liabilities or obligations of any kind or nature required to be disclosed as a liability on a balance sheet prepared in accordance with GAAP except for (i) liabilities set forth on the face of the Latest Financial Statements, and (ii) liabilities which have arisen after the date thereof in the ordinary course of business.

 (x) Neither the Owner nor the Holding Company is a party or otherwise subject, and the Project is not subject, to any judgment, order, writ, injunction or decree of any court, governmental or administrative agency or the tribunal having jurisdiction of the Project.

 (y) Owner owns the right to use the name Country Meadows Village in connection with the operation of the Project.  Neither Owner nor Contributor has received notice of or is aware that Owner's use of the name Country Meadows Village infringes on or violates the rights of any third party.

 (z) Contributor and Owner have delivered to SCOLP true, correct and complete copies of the information and material referenced in this Agreement or otherwise requested by SCOLP in connection with its due diligence investigation of the Project.  Owner and Contributor have not received any written notice of any fact which would materially adversely affect Owner, the Holding Company, the Membership Interests, the Project or the operation thereof which is not set forth in this Agreement, the Exhibits hereto, or has not otherwise been disclosed to SCOLP in writing

 (aa) Contributor is an “accredited investor” as defined in Regulation D promulgated under the 1933 Act.

 (bb) Contributor is acquiring the Preferred OP Units for its own account and not with a view to any distribution or resale thereof in violation of any securities law.  Contributor acknowledges that it has received, or has had full access to, all information which it considers necessary or advisable to enable it to make a decision concerning its acquisition of the Preferred OP Units, provided that the foregoing shall not limit or otherwise affect the rights or remedies of Contributor hereunder with respect to the breach of any representations, warranties, covenants or agreements of SCOLP contained herein.  Contributor further acknowledges that the Preferred OP Units have not been registered under the 1933 Act or under the securities laws of any other jurisdiction, and

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therefore may not be resold unless they are subsequently registered under the 1933 Act and any applicable state blue sky law or an exemption from registration is available under the 1933 Act and any applicable state blue sky law

7.2           For purposes of this Agreement, the term “to the knowledge of Contributor and Owner” and similar phrases shall mean to the actual knowledge of Wilbur A. Lettinga, William B. Lettinga, Michael Lettinga and/or one or more of the general partners or officers of Contributor and/or Owner.  The provisions of Section 7.1 and all representations and warranties contained therein shall be true as of the Contribution Date and shall survive the closing of the transactions contemplated herein, and the conveyance of the Contributed Membership Interests, provided that claims may be made or asserted with respect to them only pursuant to and in accordance with the provisions of Sections 7.2 and 7.3.  All of such representations and warranties shall be deemed to be reaffirmed as of the Contribution Date unless prior to the Closing the Owner or Contributor delivers written notice to the contrary to SCOLP.  The investigation by SCOLP and their employees, agents and representatives, of the financial, physical and other aspects of the Project shall not negate or diminish the representations and warranties of Contributor contained herein.

7.3           (a)           For purposes of this Section 7.3, the following definitions shall apply:

(i)           "General Representations" shall mean all representations and warranties set forth in this Agreement other than Title Representations, Undisclosed Liability Representations and Undisclosed Tax Liability Representations.

(ii)           "Title Representations" shall mean those representations and warranties set forth in Subsections 7.1 (f), (q), (r), (s) and (t).

(iii)           "Undisclosed Liability Representations" shall mean those representations and warranties set forth in Subsections 7.1(g), (h), (p), (u), (x), (y), (bb) and (cc).

(iv)           "Undisclosed Tax Liability Representations" means those representations and warranties set forth in subsections 7.1(v).

(v)           "Claims Period" shall mean (i) eighteen (18) months for Claims based on General Representations, (ii) the period ending on December 31, 2013 for Claims based on Undisclosed Liability Representations or Claims based on a Failure to Perform, and (iii) the period limited by applicable statutes of limitation for Claims based on Title Representations, Undisclosed Tax Liability Representations or Claims involving fraud or material misrepresentation.

(vi)           "Claim" shall mean a claim for breach of a General Representation, a Title Representation, an Undisclosed Liability Representation or an Undisclosed Tax Liability Representation, a claim for Failure to Perform or a claim involving fraud or material misrepresentation.

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(vii)           "Failure to Perform" means a circumstance wherein the Owner or Contributor shall fail to perform a material obligation which is required to be performed by Contributor or Owner pursuant to this Agreement and shall include a failure to perform any obligation set forth in Section 15.2 unless included as part of the obligations covered within the General Representations, Title Representations, Undisclosed Liability Representations, Undisclosed Tax Liability Representations or Claims involving fraud or material misrepresentation.

 (b)           SCOLP shall bring no claim for breach of a representation or warranty or otherwise under this Agreement except with respect to a Claim.  SCOLP’s rights with respect to any Claim shall expire unless SCOLP asserts the Claim before the expiration of the applicable Claims Period by written notice to Contributor in the manner provided in this Agreement.  The notice shall set forth a definite statement of the nature of the Claim and an estimate of the damages resulting from such Claim which were suffered (or reasonably expected to be suffered) by SCOLP.

 (c)           No Claim shall be deemed fixed until the relevant parties have settled the same by written agreement or a final judgment has been rendered in favor of SCOLP without timely appeal or after all appeals timely made are fully resolved (a "Fixed Claim"). SCOLP’s recourse for recovery of Fixed Claims is limited to the Security (as hereinafter defined) which is granted by Contributor pursuant to Section 7.4 hereof; provided such limitations shall not apply to a recovery of a Fixed Claim resulting from fraud or material misrepresentation, an Undisclosed Tax Liability Representation, a Title Representation or a Failure to Perform.

 (d)           The maximum amount which may be recovered for Claims pertaining to the General Representations and Undisclosed Liability Representations shall be $2,450,000 (the "Maximum Amount"), and no recovery may be had with respect to Claims pertaining to General Representations unless all such Claims exceed a minimum amount equal to $98,000 (the "Minimum Amount"), in which event recovery may be had with respect to all Claims.  Claims other than Claims pertaining to General Representations may be asserted without regard to the Minimum Amount and none of the limitations of this subsection (d) shall apply to Claims pertaining to Title Representations, Claims pertaining to Undisclosed Tax Liability Representations, Claims based on Failure to Perform or Claims involving fraud or material misrepresentation.

7.4           (a)           As security for the payment of Fixed Claims, Contributor assigns to SCOLP, and grants SCOLP a continuing security interest in, all of its right, title and interest in and to the Preferred OP Units or proceeds thereof, including, without limitation, the right to receive distributions with respect thereto (collectively, the "Security").

(b)           Until December 31, 2013 or the date that all Claims timely asserted during the Claims Period are finally and fully resolved, Contributor may not transfer, assign, convey or convert all or any part of the Security unless such portion of the Security is replaced with collateral of equivalent value and Contributor shall not grant, suffer or permit any lien or encumbrance on the Security.  Subject to the provisions of this Agreement, SCOLP shall have the rights with respect to the Security which are afforded secured parties under the Michigan Uniform Commercial Code.  Contributor shall execute all financing statements and other documents necessary or appropriate to perfect SCOLP’s security interest in the Security, and Contributor authorizes SCOLP to make any

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 notation on its records necessary or appropriate to perfect such security interest.  Contributor shall promptly deliver written notice to SCOLP of any change in its addresses.

(c)           Upon assertion of a Claim exceeding the Minimum Amount, if applicable, subject to Section 7.4(d), all subsequent distributions on the pledged Preferred OP Units shall be withheld and deposited in lieu of payment to Contributor in a fund (the "Fund").  Moneys on deposit in the Fund may not exceed the aggregate amount of all Claims and shall not exceed the Maximum Amount, to the extent applicable.  Moneys in the Fund will be invested in obligations of the United States government or its agencies or corporate debt or commercial paper with a minimum grade rating of A or better (or comparable grade with respect to commercial paper) in each case with a term of 3 years or less, unless the parties agree otherwise in writing.  Upon a Claim becoming a Fixed Claim, the Fund and monies therein shall be paid to SCOLP up to the amount of the Fixed Claim together with recoverable attorney's fees, costs and expenses, and the remainder of the Fund not otherwise held for Claims previously asserted and not constituting a Fixed Claim shall be distributed to Contributor.  Each of the Other Contribution Agreements (as defined below) contains a provisions similar to this Section 7.4, and the Fund and the Security referred to in this Section 7.4 are the same "Fund" and "Security" referred to in such sections of the Other Contribution Agreements, and it is the intention of the parties hereto that the Fund and Security constitute the sole security for all Claims.

(d)           The limitations on recourse and liability contained in this Agreement are intended for the sole benefit of the parties identified in the applicable provisions and shall not run to the benefit of, or limit SCOLP’s recourse to or rights and remedies against, any other party.

8.           REPRESENTATIONS AND WARRANTIES OF SCOLP.

8.1           SCOLP hereby represents and warrants to the Owner and Contributor as of the date hereof, and as of the Contribution Date, the following with the understanding that each of the representations and warranties are material and have been relied on by the Owner and Contributor in connection herewith:

(a)           SCOLP has been duly formed and is validly existing as a limited partnership in good standing under the laws of the State of Michigan and has the power and authority to own, lease and operate its properties and to conduct its business and to enter into and perform its obligations under this Agreement.

(b)           Neither this Agreement nor the performance of SCOLP’s obligations hereunder violates or will violate (i) any constituent documents of SCOLP, (ii) any contract, agreement or instrument to which SCOLP is a party or bound, or (iii) any applicable law, regulation, ordinance, order or decree.

(c)           This Agreement has been duly authorized, executed and delivered by SCOLP and constitutes the legal, valid and binding obligation of SCOLP, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting enforcement of creditors’ rights generally or by general equity principles.

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(d)           SCOLP has previously furnished, or made available, to the Owner a true, correct and complete copy of the Partnership Agreement, together with all amendments (other than those amendments that simply change the information set forth in Exhibit A attached thereto).

(e)           SCOLP has made available to the Owner and Contributor (by public filing with the SEC or otherwise) a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by its general partner, Sun Communities, Inc. (“SUI”), with the SEC since January 1, 2009 (the "SEC Documents").  The SEC Documents were filed with the SEC in a timely manner and constitute all forms, reports and documents required to be filed by SUI under the 1933 Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder since January 1, 2009. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1933 Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Documents and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later SEC Documents filed and publicly available prior to the Contribution Date.  The consolidated financial statements of SUI and SCOLP included in the SEC Documents complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly presented, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material), the consolidated financial position of SUI and SCOLP, taken as a whole, as of their respective dates and the consolidated statements of income and the consolidated cash flows of SUI and SCOLP for the periods presented therein.

(f)           The authorized capital stock of SUI and the shares thereof issued and outstanding are as set forth in the SEC Documents as of the dates reflected therein.  All of the outstanding shares of Common Stock of SUI have been duly authorized and validly issued, and are fully paid and nonassessable.

(g)           Except as disclosed in the SEC Documents, there are no claims, actions, suits, arbitrations, inquiries or proceedings pending, or, to the actual knowledge of any executive officer of SUI, threatened, against SUI or SCOLP before any governmental authority that could reasonably be expected to have a material adverse effect on the financial condition, properties, assets, liabilities, business, operations or prospects of SCOLP.

8.2           The provisions of Section 8.1 and all representations and warranties contained therein shall survive the closing of the transaction contemplated herein and the conveyance of the Membership Interests.  All of such representation and warranties shall be deemed to be reaffirmed as of the Contribution Date unless prior to the Closing SCOLP delivers written notice to the contrary to Contributor.

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9.           DISCLOSURE BY THE OWNER AND CONTRIBUTOR.

9.1           At all reasonable times from and after the date hereof, the Owner and Contributor shall afford SCOLP and its representatives full and free access to the Project, including, but not limited to, the right to conduct environmental, soil, engineering and other tests and to inspect the mechanical, plumbing and utility systems located at the Project, together with all other aspects of the Project.  Upon the completion of such activities, SCOLP, at its sole expense, shall promptly restore the Project to its former condition in all substantial respects.  At the request of Owner and Contributor, SCOLP shall disclose the results of any environmental testing and inspections, and shall deliver copies of all reports and test results to Owner and Members.  The results of such testing and inspections shall be treated as strictly confidential by SCOLP and the same shall not be disclosed to any third party or governmental entity without the written consent of Owner; provided, however, that such reports and results may be disclosed to SCOLP’s consultants, attorneys, lenders and insurance companies.  SCOLP shall defend, indemnify and hold Owner and Contributor harmless from and against any and all claims, demands, losses, costs and/or liabilities associated with damage or injury to any person, property or the Project caused by or attributable to the actions or negligence of SCOLP and/or its contractors, representatives or other agents while they are on the Project pursuant to this Section or otherwise.  SCOLP shall take the necessary steps to ensure that its contractors and agents have and maintain appropriate insurance policies related to (1) commercial general liability, including contractual liability, and (2) professional errors and omissions liability, including contractors’ pollution liability.  The obligations of SCOLP set forth in this Section 9.1 shall survive the termination of this Agreement or the Contribution Date.

9.2           SCOLP shall have the right, at its expense, to cause its accountant to prepare audited financial statements of the Owner and its operations at the Project for the calendar years ended December 31, 2009 and December 31, 2010, and for the period from January 1, 2011 through the calendar month preceding the Contribution Date, and the Owner and Contributor shall cooperate and assist it all respects with the preparation of the audited financial statements.  Owner and Contributor shall furnish to SCOLP and its accountants all financial and other information in its possession or control to enable such accountants to prepare audited financial statements in conformity with Regulation S-X promulgated by the Securities and Exchange Commission ("SEC") and any registration statement, report or disclosure statement filed with, and any rule issued by, the SEC.  Owner also shall provide a signed representation letter as prescribed by generally accepted auditing standards as promulgated by the Auditing Standards Divisions of the American Institute of Public Accountants which representation letter is required to enable an independent public accountant to render an opinion on such financial statements.

10.            CONDITIONS.

10.1           The obligation of SCOLP to consummate the acquisition of the Membership Interests is expressly conditioned upon the following, each of which constitutes a condition precedent to the obligations of SCOLP hereunder which, if not performed or determined to be acceptable to SCOLP on or before the Contribution Date (unless a different time for performance is expressly provided herein), shall permit SCOLP, at its sole option, to declare this Agreement null and void and of no further force and effect by written notice to Contributor, whereupon none of Contributor, the Owner, the Holding Company nor SCOLP shall have any further obligations

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 hereunder to the other (provided that SCOLP shall have the right to waive any one or all of such conditions):

 (a) On the Contribution Date, title to the Project and the Contributed Membership Interests shall be in the condition required by this Agreement and the Title Company shall be in a position to issue the title policy pursuant to the Commitment.

 (b) The Contributor, Owner and Holding Company shall have complied with and performed all covenants, agreements and conditions on their part to be performed under this Agreement within the time herein provided for such performance.

 (c) The representations, warranties and agreements of Contributor, Owner and the Holding Company contained herein and in all documents and agreements executed pursuant hereto are and shall be true and correct as of the date hereof and as of the Contribution Date in all material respects.

 (d) From and after the date hereof to the Contribution Date, there shall have been no material adverse change in or to the Project, the business conducted thereon, Owner or the Holding Company.

 (e) SCOLP shall have obtained, at its sole cost and expense, a "Phase 1" environmental audit (the "Phase 1 Audit") of the Project reflecting that the Project is free of and does not contain any Hazardous Materials, and otherwise in form and content acceptable to SCOLP.  If the Phase 1 Audit discloses any condition which requires further review or investigation, SCOLP may obtain, at its sole expense, a "Phase 2" environmental audit of the Project which is acceptable in form and content to SCOLP, in its sole discretion, and the Contribution Date shall be extended for an additional thirty (30) days to provide SCOLP with sufficient time to receive, review and approve such Phase 2 environmental audit.

 (f) The holder of the Mortgage and the Mortgage Note shall have delivered to SCOLP a payoff letter and such other documents and evidence reasonably satisfactory to SCOLP (such as a form of mortgage release and termination and UCC-3 termination statements, etc.) that the holder of the Mortgage and the Mortgage Note will, upon receipt of the Mortgage Payoff Amount, release and terminate the Mortgage and all other liens, claims and encumbrances of such holder on the Project.

 (g) No action, suit, proceeding or investigation shall have been instituted before any court or governmental body, or instituted by any governmental agency, to restrain or prevent consummation of the transactions under this Agreement or which would affect the right of SCOLP to own, operate and control the Holding Company, the Owner or the Project.

10.2           The obligation of Contributor to consummate the contribution of the Membership Interests is expressly conditioned upon the following, each of which constitutes a condition precedent to the obligations of Contributor hereunder which, if not performed or determined to be acceptable to Contributor on or before the Contribution Date (unless a different time for

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performance is expressly provided herein), shall permit Contributor, at its sole option, to declare this Agreement null and void and of no further force and effect by written notice to the SCOLP, whereupon none of Contributor, the Owner, the Holding Company nor SCOLP shall have any further obligations hereunder to the other (provided that Contributor shall have the right to waive any one or all of such conditions):

 (a) SCOLP shall have complied with and performed all covenants, agreements and conditions on its part to be performed under this Agreement within the time herein provided for such performance.

 (b) The representations, warranties and agreements of SCOLP contained herein and in all documents and agreements executed pursuant hereto are and shall be true and correct as of the date hereof and as of the Contribution Date in all material respects.

 (c) Contributor shall have received the consideration provided in Section 2 above.

 (d) No action, suit, proceeding or investigation shall have been instituted before any court or governmental body, or instituted by any governmental agency, to restrain or prevent consummation of the transactions under this Agreement.

11.            OPERATION OF PROJECT.

11.1           From and after the date hereof to the Contribution Date, Owner shall: continue to maintain the Project in the ordinary course and shall operate the Project in substantially the same manner as the Project has been operated prior to the date hereof; perform all regular maintenance and repairs with respect to the Project; and not change the operation or status of the Project in any manner reasonably expected to impair or diminish its value; provided, however: (a) no Tenant Lease shall be executed or extended for a term in excess of one year; (b) no Tenant Lease shall be executed or extended at a rental rate that is less than the present rental for such space within the Project; and (c) Owner shall at or prior to the Contribution Date furnish SCOLP with a copy of each new or renewal lease.

11.2           Effective as of the Contribution Date, Owner shall be entitled to terminate the existing manager of the Project and those employees of Owner designated by SCOLP prior to the Contribution Date.  All compensation, fees and payments of any nature whatsoever payable or claimed as a result of the termination of such manager and employees, and all costs associated therewith shall be paid by Owner or Contributor prior to the Contribution Date.  SCOLP and Contributor acknowledge that SCOLP may request the termination of all Owner employees as of the Contribution Date with the understanding that they may be re-hired by Owner after the Contribution Date provided they agree with the terms of employment offered by SCOLP.

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12.            DESTRUCTION OF PROJECT.

12.1           In the event any part of the Project shall be damaged or destroyed prior to the Contribution Date, Contributor shall notify SCOLP thereof, which notice shall include a description of the damage and all pertinent insurance information.  If the use or occupancy of the Project is materially affected by such damage or destruction or the cost to repair such damage or destruction exceeds Fifty Thousand Dollars ($50,000.00), SCOLP shall have the right to terminate this Agreement by notifying Contributor within ten (10) days following the date SCOLP receives notice of such occurrence or on the Contribution Date, whichever occurs first, whereupon none of Contributor, Owner, the Holding Company nor SCOLP shall have any further obligation hereunder to each other.  If SCOLP does not elect to terminate this Agreement, or shall fail to timely notify Contributor, prior to the Contribution Date the parties shall take all action necessary to assure Owner's right, title and interest in and to the proceeds of the fire and extended coverage insurance presently carried by or payable to Owner.

13.            CONDEMNATION.

13.1           If, prior to the Contribution Date, either Owner, the Holding Company, Contributor or SCOLP receives or obtains notice that any governmental authority having jurisdiction intends to commence or has commenced proceedings for the taking of any portion of the Project by the exercise of any power of condemnation or eminent domain, or notice of any such taking is recorded among the public records of the State of Michigan or Kent County, and such taking results in a reduction of the number of home sites within the Project or SCOLP determines that such taking will adversely affect the operation of the Project, SCOLP shall have the option to terminate this Agreement by notifying Contributor within ten (10) days following SCOLP's receipt of such notice or on the Contribution Date, whichever is earlier, in which event none of Contributor, Owner, the Holding Company nor SCOLP shall have any other or further liability or responsibility hereunder to the other.  If SCOLP does not elect or does not have the right to terminate this Agreement or shall fail to timely notify Contributor, SCOLP shall close the transaction as if no such notice had been received, obtained or recorded or proceedings commenced, and in such event, any proceeds or awards made in connection with such taking shall be the sole property of Owner, and not Contributor.

14.            DEFAULT.

14.1           In the event Owner or Contributor shall fail to perform any of their obligations hereunder, SCOLP may, at its option and in addition to all other rights available at law or in equity and in addition to all other rights available under the Master Contribution Agreement, terminate this Agreement by written notice delivered to Contributor at or prior to the Contribution Date.

14.2           In the event SCOLP does not elect to terminate this Agreement as permitted herein and the conditions precedent to the obligation of SCOLP to accept the Contributed Membership Interests have been satisfied or waived by SCOLP in writing, and thereafter SCOLP fails to accept the contribution and transfer of the Contributed Membership Interests on the Contribution Date in accordance with the terms of this Agreement, Contributor shall be entitled to terminate this Agreement by written notice delivered to SCOLP at or prior to the Contribution Date.  Neither SCOLP nor any designee, transferee or assignee of SCOLP, nor any officers, directors, shareholders

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 or partners, general or limited, of SCOLP or such designee, transferee or assignee, shall be personally or individually liable with respect to any obligation under this Agreement, all such personal and individual liability, if any, being hereby waived by Owner and Contributor on their behalf and on behalf of all persons claiming by, through or under them.

15.           LIABILITY AND INDEMNIFICATION.

15.1           Except as otherwise specified in Section 9.1, SCOLP does not and shall not assume any liability for any claims arising out of the occurrence of any event or the existence of any condition prior to the Contribution Date with respect to the Project, and except for the liability of Owner under the Mortgage Note, all accounts payable, obligations and liabilities of Owner, accrued or unaccrued, foreseen or unforeseen, contingent or liquidated, incurred as of the Contribution Date or arising out of events or occurrences prior to the Contribution Date (collectively, the "Pre-Contribution Liabilities") shall be the responsibility of, and paid by, Contributor.

15.2           Contributor agrees to indemnify and hold harmless Owner and SCOLP and their respective successors, assigns, constituent members and partners, employees, agents and representatives, from and against any and all claims, penalties, damages, liabilities, actions, causes of action, costs and expenses (including attorneys' fees and costs) arising out of, as a result of or as a consequence of: (a) the Pre-Contribution Liabilities, which include, without limitation, (i) any property damage or injuries to persons, including death, caused by any occurrence at the Project or resulting from Owner's use, possession, operation, repair and maintenance of the Project prior to the Contribution Date, (ii) any breach of the lessor's obligations under the Tenant Leases which occurred prior to the Contribution Date or as a result of Owner not having reserved cash as of the Contribution Date equal to the amount of all security deposits to be held under the Tenant Leases, (iii) any breach of Owner's obligations under the Project Contracts which occurred prior to the Contribution Date, (iv) the termination of the employees of Owner or the manager of the Project on or prior to the Contribution Date pursuant to Section 11.2 hereof, (v) clean up costs and future response costs incurred by Owner or SCOLP under the Environmental Laws as a result of a determination by a court or governmental authority having jurisdiction for events or occurrences prior to the Contribution Date, and (vi) all costs and expenses required to be paid by Contributor under Sections 6.1, 19.1 and/or 20.1;  and (b) any breach by Contributor or Owner of any of their representations, warranties, or obligations set forth herein or in any other document or instrument delivered by Contributor or Owner in connection with the consummation of the transactions contemplated herein.

15.3           From and after the Contribution Date, SCOLP agrees to indemnify, defend and hold harmless Contributor from and against any and all claims, penalties, damages, liabilities, actions, causes of action, costs and expenses (including reasonable attorneys’ fees), arising out of, as a result of or as a consequence of: (i) any breach of the lessor's obligations under the Tenant Leases which occurs subsequent to the Contribution Date; (ii) any breach of  SCOLP's obligations under the Project Contracts assigned to SCOLP at its request which may occur subsequent to the Contribution Date;  (iii) any property damage or injuries to persons, including death, caused by the occurrence of any event at the Project after the Contribution Date or in connection with the SCOLP’s use, possession, operation, repair and maintenance of the Project after the Contribution Date; (iv) any breach by SCOLP of any of its representations, warranties, or obligations set forth herein or in any other document or instrument delivered by the SCOLP in

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connection with the consummation of the transactions contemplated herein; and (v) any failure by SCOLP to pay costs and expenses required to be paid by SCOLP under Sections 6.1, 19.1 and/or 20.1.

16.           DUE DILIGENCE INVESTIGATION.

16.1           Commencing on the date hereof, SCOLP shall have a period of thirty (30) days (the "Investigation Period") to inspect and investigate all aspects of the Project, the Owner and the Holding Company, including, without limitation, the physical condition of the Project, all items of income and expense arising from the Owner's ownership and operation of the Project, and all documents relating thereto.  At any time prior to the expiration of the Investigation Period and for any reason whatsoever, SCOLP may, at its option and in its sole and absolute discretion, terminate this Agreement by delivery of written notice to Owner, in which event none of Contributor, the Owner, the Holding Company nor SCOLP shall have any further obligations to any other party except as expressly provided herein.

17.           OTHER AGREEMENTS.

17.1           Notwithstanding any provision of this Agreement to the contrary, (a) neither party may exercise any right of termination under this Agreement unless such party or its affiliates also terminate all of the Other Contribution Agreements, and (b) each party who, or whose affiliate, terminates one of the Other Contribution Agreements shall have the right to terminate this Agreement provided that it terminates all of the Other Contribution Agreements, so that a closing must occur under both this Agreement and all of the Other Contribution Agreements, or under none of them.  Any termination of this Agreement pursuant to clause (b) of the preceding sentence shall be effected by written notice to the other party, whereupon no party shall have any further liability to any other party under this Agreement, except as expressly provided herein.

17.2           The provisions of Section 17.1 shall not apply if any of the Other Contribution Agreements is terminated because of a failure of the owner's members to approve the contribution, except that in such event SCOLP may terminate this Agreement by written notice to Contributor not later than the Contribution Date, provided that SCOLP simultaneously terminate all of the Other Contribution Agreements.  In the event of such termination, no party shall have any further liability to any other party under this Agreement, except as expressly provided herein.

17.3           For purposes hereof, “Other Contribution Agreements” shall mean each of the Contribution Agreements (other than this Agreement) entered into by and among SCOLP, affiliates of the Owner and their respective members pursuant to that certain Master Contribution Agreement, dated as of April 1, 2011, by and among Kentland Corporation, Wilbur A. Lettinga, William B. Lettinga, Michael Lettinga, Sun Communities, Inc., and SCOLP (the “Master Contribution Agreement”).

18.            CLOSING.

18.1           Subject to the provisions of Section 5.1 and satisfaction or waiver by SCOLP of the conditions set forth in Section 10.1 hereof, the closing ("Closing") of the transactions contemplated herein shall take place simultaneously with the closing of the transactions provided for in the Other

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Contribution Agreements at the offices of Jaffe, Raitt, Heuer & Weiss, P.C., 27777 Franklin Road, Suite 2500, Southfield, Michigan 48034 at 10:00 A.M., local time, on a date designated by SCOLP (the "Contribution Date") which is not more than fifteen (15) days after the expiration or written waiver by SCOLP of the Investigation Period.

18.2           At Closing:

 (a) Contributor shall execute and deliver an Assignment of Membership Interest, transferring all of its Contributed Membership Interests to SCOLP, free and clear of all liens, claims and encumbrances whatsoever.

 (b) SUI and Contributor shall execute and deliver an amendment to the Partnership Agreement and an amendment to the SCOLP certificate of limited partnership reflecting the transactions provided for in this Agreement.

 (c) SCOLP and Contributor shall enter into an amended and restated operating agreement of the Holding Company to provide for the withdrawal of Contributor and the admission of SCOLP as the sole member of the Holding Company in place of Contributor, such operating agreement to be in form and content provided by SCOLP.

 (d) SUI and Contributor shall enter into the Registration Rights Agreement in the form attached to the Master Contribution Agreement.

 (e) SCOLP shall deliver the Agreed Value in accordance with Section 2.1 here of.

 (f) Contributor shall cause the Commitment referred to in Section 4.1 hereof to be recertified and updated to the Contribution Date, and shall cause the policy of title insurance to be issued to Owner pursuant to such updated Commitment together with such endorsements thereto.

 (g) Owner and Contributor shall deliver to SCOLP a certificate confirming the truth and accuracy of their representations and warranties hereunder, and the Rent Roll, updated to the Contribution Date, shall be certified as true and correct in all respects.

 (h) Contributor shall deliver to Owner and SCOLP to the extent in its possession, originals of: (i) the Tenant Leases, including all amendments thereto and modifications thereof; (ii) all Project Contracts; (iii) all architectural plans and specifications and other documents pertaining to the development of the Project; (iv) certificates of title for all mobile homes and vehicles owned by Owner; and (v) all other documentation currently used in the operation of the Project or Owner.

 (i) Contributor shall deliver to SCOLP an affidavit certifying that it and all persons or entities holding an interest in Contributor are not non-resident aliens or foreign entities, as the case may be, such that Contributor and such interest holders are not subject to tax under the Foreign Investment and Real Property Tax Act of 1980.

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 (j) SCOLP shall deliver to Contributor certificates or such other instruments reasonably necessary to evidence that the execution and delivery of this Agreement and all documents to be executed and delivered by SCOLP hereunder, have been authorized by SCOLP and that all persons or entities who have executed documents on behalf of SCOLP in connection with the transaction have due authority to act on their behalf.

 (k) Contributor’s legal counsel shall deliver to SCOLP a legal opinion, in form and substance satisfactory to SCOLP, as to the due authorization, valid execution and enforceability of this Agreement by and against Contributor.

 (l) Contributor, Owner, the Holding Company and SCOLP shall each deliver to the other evidence of payment (or provision for payment) of costs, fees and expenses for which such party is responsible hereunder, and such other documents or instruments as shall reasonably be required by such party, its counsel or the Title Company to consummate the transaction contemplated herein and/or to cause the issuance of the policy of title insurance which, in all events, shall not increase such party's liability hereunder or decrease such party's rights hereunder.

19.            COSTS.

19.1           SCOLP and Contributor shall each be responsible for their own counsel fees and travel expenses.  As provided for herein, Contributor shall pay: (a) the documentary, intangible and transfer taxes, if any, due on the conveyance of the Contributed Membership Interest to SCOLP; and (b) the title insurance premiums for the policy of title insurance as specified in Section 4.1 hereof.  As provided for herein, SCOLP shall pay: (i) all recording fees; (ii) costs associated with the Surveys and UCC and tax lien searches described in Section 4.3 hereof; and (iii) costs of the Phase I and Phase II Audits and any other costs associated with SCOLP’s inspection of the Project as described in Section 9.1 hereof.

20.            BROKERS.

20.1           SCOLP, Contributor and Owner represent and warrant to each other that the parties making the representation have not dealt with any brokers or finders or created or incurred any obligation for a commission, finder’s fee or similar remuneration in connection with this transaction (except that Owner has retained Robert W. Baird & Co.) and agree to indemnify, warrant and defend each other against and from all liability, loss, damages, claims or expenses, including reasonable attorney fees, arising from the breach or asserted breach of such representation.  Contributor shall be solely responsible for all fees and expenses due to Robert W. Baird & Co. as a result of the transactions contemplated by this Agreement.

21.            ASSIGNMENT.

21.1           Neither SCOLP, Contributor nor Owner shall have the right to assign this Agreement.

22.            CONTROLLING LAW.

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22.1           This Agreement shall be controlled, construed and enforced in accordance with the laws of the State of Michigan.

23.            ENTIRE AGREEMENT.

23.1            This Agreement (together with the exhibits hereto) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the Owner, Contributor and SCOLP with respect to the subject matter hereof.  There is no statement, promise, agreement or obligation in existence which may conflict with the terms of this Agreement or which may modify, enlarge or invalidate this Agreement or any provision hereof.  None of the prior and/or contemporaneous negotiations, preliminary drafts, or prior versions of this Agreement leading up to its execution and not set forth herein shall be used by any of the parties to construe or affect the validity of this Agreement.

24.           AMENDMENTS.

24.1           This Agreement may not be amended or modified except by an instrument in writing signed by, or on behalf of, SCOLP, the Owner, the Holding Company and Contributor.

25.           DESIGNATED REPRESENTATIVE.

25.1           The Owner, the Holding Company and Contributor, on the one hand, and SCOLP, on the other hand, shall each designate at least one representative (“Designated Representative”) who shall have the authority to represent, act for and bind the designating parties.  Any notice or other communication to a Designated Representative in accordance with this Agreement shall constitute notice or communication to the parties whom he represents, and any act or waiver by a Designated Representative shall constitute an act or waiver by the parties whom he represents for all purposes under this Agreement.  By way of illustration and not limitation, each Designated Representative shall have full power and authority, for and on behalf of the parties whom he represents, to: (i) receive notices or service of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by such parties under this Agreement and (iii) to execute and deliver any termination, amendment or waiver to this Agreement. The Owner, the Holding Company and Contributor hereby designate Wilbur A. Lettinga as their Designated Representative and, in the event that Wilbur A. Lettinga is unable or unwilling to so serve, the Owner, the Holding Company and Contributor hereby designate William B. Lettinga as their Designated Representative.

26.            NOTICES.

26.1           All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by an internationally recognized overnight courier service, by facsimile or registered or certified mail (postage prepaid, return receipt requested) to the respective parties hereto at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 26.1):

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If to Owner, the Holding Company or Contributor:

Mr. Wilbur A. Lettinga

Kentland Corporation

5625 Prairie Creek Drive, Suite 100

Caledonia, Michigan 49316

Fax: (616) 554-3694

With a required copy to:

Rhoades McKee

161 Ottawa Avenue NW, Suite 600

Grand Rapids, Michigan 49503

Attn: Mr. Thomas P. Hogan

Fax: (616) 233-5269

If to SCOLP:

Mr. Gary A. Shiffman

Sun Communities, Inc.

27777 Franklin Road, Suite 200

Southfield, Michigan 48034

Fax: (248) 208-2645

With a required copy to:

Jaffe, Raitt, Heuer & Weiss, P.C.

27777 Franklin Road, Suite 2500

Southfield, Michigan 48034

Attn: Mr. Arthur A. Weiss

Fax: (248) 351-3082

27.            BINDING.

27.1           The terms hereof shall be binding upon and shall inure to the benefit of the parties hereto, their successors, transferees and assigns.

28.            PARAGRAPH HEADINGS.

28.1           The captions in this Agreement are inserted for convenience of reference and in no way define, describe or limit the scope or intent of this Agreement or any of the provisions hereof.

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29.            SURVIVAL AND BENEFIT.

29.1           Except as otherwise expressly provided herein, each agreement, representation or warranty made in this Agreement by or on behalf of either party, or in any instruments delivered pursuant hereto or in connection herewith, shall survive the Contribution Date and the consummation of the transactions provided for herein.

29.2           The covenants, agreements and undertakings of each of the parties hereto are made solely for the benefit of, and may be relied on only by, the other parties hereto, their transferees and assigns, and are not made for the benefit of, nor may they be relied upon, by any other person whatsoever.

29.3           This Agreement shall not be construed more strictly against one party than against the other, merely by virtue of the fact that it may have been prepared by counsel for one of the parties, it being recognized that Contributor, SCOLP, and Owner have contributed substantially and materially to the preparation of this Agreement.

30.           COUNTERPARTS.

30.1           This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.  Copies (whether photostatic, facsimile or otherwise) of this Agreement may be made and relied upon to the same extent as an original.

31.           FURTHER ASSURANCES.

31.1           From time to time after the Contribution Date, Contributor, SCOLP and Owner shall execute and deliver or cause to be executed and delivered, such further instruments and documents, and shall do or cause to be done such further acts and things as may reasonably be requested by another party hereto with respect to the transactions contemplated herein.

[Signatures on next page]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

OWNER:

COUNTRY MEADOWS VILLAGE MOBILE HOME PARK,LLC, a Michigan limited liability company

By: /s/ Wilbur A. Lettinga                                                                          

Name: Wilbur A. LettingaTitle: Manager

HOLDING COMPANY:

COUNTRY MEADOWS VILLAGE MHP HOLDINGCOMPANY #1, LLC, a Michigan limited liability company

By:   /s/ Wilbur A. Lettinga                                                                                                                                                  

Name: Wilbur A. Lettinga

Title: Manager

CONTRIBUTOR:

COUNTRY MEADOWS VILLAGE MHP HOLDINGCOMPANY #2, LLC, a Michigan limited liability company

By:  /s/ Wilbur A. Lettinga                                                                                                                                                   

Name: Wilbur A. Lettinga

Title: Manager

SCOLP:

SUN COMMUNITIES OPERATING LIMITEDPARTNERSHIP, a Michigan limited partnership

By:           Sun Communities, Inc., General Partner

By: /s/ Jonathan Colman                                                               

Name:  Jonathan Colman                                                              

                                                                                                                Title:  Executive Vice President                                                    

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LIST OF EXHIBITS

Exhibit	Description
A	Legal Description of Land
B	Schedule of Personal Property
C	Agreed Value Allocation Schedule
D	Rent Roll
E	Survey Certificate
F	Violations (Section 7.1(b))
G	Litigation and Condemnation Proceedings (Section 7.1(c))
H	Assessments and Other Charges (Section 7.1(d))
I	Project Contracts (Section 7.1(e))
J	[reserved]
K	Construction Contracts (Section 7.1(i))
L	Maintenance Problems (Section 7.1(k))
M	List of Employees (Section 7.1(l))
N	Licenses, Authorizations and Permits (Section 7.1(m))
O	Environmental Disclosures (Section 7.1(o))
P	Governing Documents (Section 7.1(p))

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EX-2.4

MEMBERSHIP INTEREST PURCHASE AGREEMENT

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 23rd day of June, 2011 by and among WILBUR A. LETTINGA, WILLIAM B. LETTINGA and MICHAEL LETTINGA (each a “Principal” and collectively, the “Principals”) and SUN HOME SERVICES, INC., a Michigan corporation (“Purchaser”).

Recitals:

A.           TC Financial Holdings, LLC, a Michigan limited liability company (“Company”) owns the Inventory, the MH Contracts and the Intangibles (each as defined below).

B.           The Principals collectively own all of the issued and outstanding equity interests of Company (collectively, the “Membership Interests”), with each Member owning that portion of the Membership Interests set forth opposite his respective name on the attached Appendix A.

C.           The Principals desire to sell to Purchaser, and Purchaser desires to purchase from the Principals, the Membership Interests, on the terms and subject to the conditions set forth in this Agreement.

Covenants:

           NOW, THEREFORE, for and in consideration of the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1.           DEFINITIONS AND INTERPRETATIONS.

1.01           Interpretation.

(a)          Each definition in this Agreement includes the singular and the plural, and references to any gender include the other genders where appropriate.

(b)          The word “including” means “including but not limited to.”  The word “or” is not exclusive.  The headings to the Articles and Sections are for convenience of reference and shall not affect the meaning or interpretation of this Agreement.

(c)          References to Articles, Sections and Exhibits mean the Articles, Sections and Exhibits of this Agreement.  The Exhibits are incorporated by reference into and shall be deemed a part of this Agreement.

1.02           Partial Invalidity.  Each provision of this Agreement shall be interpreted so as to render it valid and enforceable under applicable Law and severable from the remainder of this Agreement.  A finding that any provision is invalid or unenforceable in any jurisdiction shall not affect the validity or enforceability of any other provision or the validity or enforceability of such provision under the Laws of any other jurisdiction.

1.03           Definitions of Certain Terms.  In addition to the terms defined herein, for the purposes of this Agreement:

“Affiliate” means, with respect to any Person, any family member of such Person and any Person that controls, is controlled by, or is under common control with such Person. For purposes of this definition, a Person shall be deemed to “control” another Person if such Person directly or indirectly has the power to direct or cause the direction of the management and policies of such other Person, whether through holding beneficial ownership interests in such other Person, through contracts or otherwise.

“Code” means the Internal Revenue Code of 1986, as amended

“Cut-off Date” means April 30, 2011.

“Hazard Insurance Policies” means, with respect to each MH Contract, the policy of fire and extended coverage insurance, if any, required (if so required) to be maintained for the related Manufactured Home.

“Indebtedness” of a Person means, without duplication: (a) the principal and accrued unpaid interest of (i) indebtedness of such Person or its subsidiaries for borrowed money and (ii) indebtedness evidenced by notes, debentures, bonds, letters of credit or other similar instruments for the payment of which such Person or its subsidiaries is responsible or liable; (b) all obligations of such Person or its subsidiaries issued or assumed as the deferred purchase price of property, all conditional sale obligations of such Person; (c) all obligations of the type referred to in clauses (a) and (b) of other Persons for the payment of which such Person or its subsidiaries is responsible or liable, directly or indirectly, as obligor, guarantor, surety or otherwise, including guarantees of such obligations; (d) all obligations of the type referred to in clauses (a) through (c) of other Persons secured by any Lien on any property or asset of such Person or its subsidiaries (whether or not such obligation is assumed by such Person or its subsidiaries); (e) all obligations of such Person or its subsidiaries under any capital leases or letters of credit; and (f) all obligations of such Person or its subsidiaries under any pension plan, retiree medical plan or other plan or arrangement providing of post-employment benefits.

“Intangibles” means all of the goodwill, computer software (including all code and related documentation) and all other intangible assets of Company (including, without limitation, all of Company’s rights in and to listing agreements with respect to the Intangibles).

“Inventory” means the inventory of manufactured homes located in the Communities (as defined in the Master Contribution Agreement) or in West Olive Village in West Olive, Michigan and, in either case, owned by Company as of the Closing. The attached Exhibit A sets forth a true, correct and complete list of all Inventory as of the Closing.

 “Law” means any law, statute, rule, regulation, ordinance and other pronouncements having the effect of law of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision or of any governmental authority.

      “Lien” means any mortgage, pledge, lien, charge, security interest, claim or other encumbrance, except (a) liens for current taxes and assessments not yet due and payable, (b)

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liens imposed by Law and incurred in the ordinary course of business for obligations not yet due to carriers, warehousemen, laborers or materialmen, and (c) liens in respect of pledges or deposits under workers’ compensation Laws.

“Master Contribution Agreement” means that certain Master Contribution Agreement dated as of April 1, 2011, among the Principals, Kentland Corporation, Sun Communities, Inc. and Sun Communities Operating Limited Partnership.

“Manufactured Home” means a unit of manufactured housing, which meets the requirements of Section 25(e)(10) of the Code, including all accessions thereto, securing the related MH Contract.

“MH Contract Files” means, as to each MH Contract:

(a)              the fully executed original copy of the MH Contract and security agreement (if separate), and all modifications thereto, executed by the Obligor evidencing its future payment obligations and/or current indebtedness in connection with the purchase of a Manufactured Home, assigned by Company (which may be by blanket assignment);

(b)              if applicable, the assignment of the MH Contract to Company;

(c)              the originals of all assumptions, modifications, consolidation or extension agreements, if any, signed by the Obligor, with evidence of recording thereon, if applicable, or copies thereof with a certification that such copy represents a true and correct copy of the original and that such original has been submitted for recordation, if applicable, in the appropriate governmental recording office of the jurisdiction in which the Manufactured Home is located;

(d)              either (i) the original title document for the related Manufactured Home or (ii) a duplicate certified by the appropriate governmental authority which issued the original thereof or the application for such title document;

(e)              evidence of one or more of the following types of security interests in the related Manufactured Home granted by such MH Contract, if any, as appropriate or applicable: (i) notation of such security interest on the title document, (ii) an original or copy of the UCC-1 financing statements, certified as true and correct by Company and all necessary UCC-3 continuation statements with evidence of filing thereon or copies thereof to have been sent for filing, and UCC-3 assignments executed by Company in blank, which UCC-3 assignments shall be in form and substance acceptable for filing, or (iii) such other evidence of perfection of a security interest in a manufactured housing unit as is customarily relied upon in the jurisdiction in which the related Manufactured Home is located;

(f)              an original notarized Obligor’s power of attorney for each MH Contract, if any, signed by the Obligor;

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(g)              insurance certificates or other evidence of the issuance of insurance, if any;

(h)              the original of any guarantee executed in connection with the MH Contract, if any,

(i)              the loan transfer agreement, if any; and

(j)              evidence of any other collateral security.

“MH Contract Rate” means, with respect to any particular MH Contract, the rate of interest or finance charge specified in that MH Contract, determined on the basis of the original principal balance of such MH Contract and its scheduled monthly payments and computed as specified in the related MH Contract.

“MH Contracts” means the promissory notes, installment loan agreements and installment sales contracts set forth on the attached Exhibit B (together with all security interests and collateral securing such loans). The attached Exhibit B sets forth as to each MH Contract identified on it (i) its account number, (ii) the unpaid principal thereof at the Cut-Off Date, after giving effect to all installments of principal due on or prior thereto, and aging data on delinquent payments, if any, (iii) the amount of monthly payments due from the Obligor, (iv) the MH Contract Rate, (v) the documentation type, and (vi) the maturity date.

“Obligor” means each Person who is indebted under an MH Contract.

“Organizational Documents” means (a) the articles or certificate of incorporation and the bylaws of a corporation; (b) the articles or certificate of formation and limited liability company agreement, operating agreement, or like agreement of a limited liability company; (c) the partnership agreement and any statement of partnership of a general partnership; (d) the limited partnership agreement and the certificate of limited partnership of a limited partnership; (e) any charter or agreement or similar document adopted or filed in connection with the creation, formation, or organization of a Person; and (f) any amendment to or restatement of any of the foregoing.

“Performing MH Contracts” means MH Contracts that are less than 60 days past due at the Closing; provided, however, that “Performing MH Contracts” may include up to five percent (5%) of the aggregate principal balance of MH Contracts that are 60 days or more past due.

“Person” means an individual, corporation, partnership, limited liability company, association, trust, joint venture, unincorporated organization, other entity or group, or a government or governmental agency.

“UCC” means the Uniform Commercial Code, as amended from time to time, as in effect in any specified jurisdiction.

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2.           PURCHASE AND SALE OF MEMBERSHIP INTERESTS.

2.01           Purchase and Sale.  Effective as of the Closing Date, the Principals hereby transfer, sell and assign to Purchaser, and Purchaser purchases from the Principals, free and clear of any and all Liens, all of the Principals’ right, title and interest in and to the Membership Interests.

3.           PURCHASE PRICE:

3.01           Purchase Price.  The total purchase price payable by the Purchaser to the Principals as consideration for the Membership Interests is equal to $19,863,605.00(the “Purchase Price”).

3.02           Payment of Purchase Price; Pay-Off Debt.  For and in consideration of the Membership Interests, Purchaser shall pay the Purchase Price as follows: (a) $19,633,105.00 (the “Cash Purchase Price”) shall be paid by wire transfer of immediately available funds at the Closing; and (b) $230,000.00 of the Purchase Price shall be paid by delivery of 2,300 Series A-1 Preferred OP Units of Sun Communities Operating Limited Partnership, an affiliate of Purchaser.  Principals authorize and direct Purchaser to deliver such portion of the Cash Purchase Price as is necessary to satisfy in full the Debt (as defined in Section 5.07 below).  All such satisfactions will be made pursuant to payoff letters, invoices or termination agreements delivered by the Principals to Purchaser in form and substance reasonably satisfactory to Purchaser.

4.           CLOSING MATTERS.

4.01           Closing and Closing Date.  The Closing of the purchase and sale of the Membership Interests (the “Closing”) shall be held on the date of this Agreement (the “Closing Date”) and concurrently with the execution and delivery of this Agreement.

4.02           Actions and Deliveries at Closing.  At the Closing, the parties shall take the following actions and make the following deliveries:

(a)          The Purchaser shall deliver the Cash Purchase Price to the Principals in cash (less any portion used to pay off Debt).

(b)          Company and Principals shall deliver to Purchaser payoff letters and/or termination agreements with respect to the payment in full of the Debt and the release and termination of all Liens securing such Debt, in form and substance reasonably satisfactory to Purchaser.

(c)          The Principals shall deliver to the Purchaser the original executed copy of each MH Contract and the complete MH Contract File with respect to each MH Contract.  Each such MH Contract File shall be free of any material defect or deficiency that may adversely affect the value of the related MH Contract, or the interests of Company in such MH Contract.

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(d)          Principals, at their expense, shall deliver to Purchaser the statutory or other evidence of title to each Manufactured Home in a form suitable and sufficient to protect the right, title and interest of Company in and to the related Manufactured Home.

(e)          Principals, at their expense, shall take such other actions and execute such other documents and instruments necessary to effectuate the transactions contemplated by this Agreement.

All documents described in this Section 4.02 and executed and delivered at the Closing shall be collectively referred to as the “Ancillary Agreements.”

5.           REPRESENTATIONS AND WARRANTIES OF THE PRINCIPALS.

The Principals, jointly and severally, hereby represent and warrant to Purchaser as of the date hereof the following with the understanding that each of the representations and warranties are material and have been relied on by Purchaser in connection herewith:

5.01           Ownership of the Membership Interests.  The Principals are the record and beneficial owner of, and have good and valid title to, the Membership Interests as set forth on the attached Appendix A, free and clear of any and all Liens.  The Membership Interests constitute all of the issued and outstanding equity interests in the Company.  Except for this Agreement, none of the Membership Interests is subject to (a) any option, warrant, purchase right or other contract that requires a Principal or Company to sell, transfer or otherwise dispose of any Membership Interest, (b) any voting trust, proxy or other contract or understanding with respect to the voting, distribution rights, preferences, sale, acquisition or other disposition of any of the Membership Interests or (c) an outstanding or authorized phantom equity, profit participation or similar rights with respect to Company.  Upon delivery of the Membership Interests by the Principals to Purchaser and full payment of the Purchase Price has been made as contemplated by this Agreement, Purchaser shall have good and valid title to all of such Membership Interests, free and clear of all Liens.

5.02           Authority, Enforceability and Capacity.  This Agreement and the Ancillary Agreements have been duly executed and delivered by each Principal and (assuming due authorization, execution and delivery by the other parties thereto) this Agreement and the Ancillary Agreements constitute, the legal, valid and binding obligations of each Principal, enforceable against each of them in accordance with their respective terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at Law) (the “Enforceability Exceptions”).  Each Principal has the requisite legal capacity to execute and deliver this Agreement and the Ancillary Agreements to which he is a party, to consummate the transactions contemplated by this Agreement and such Ancillary Agreements and to perform his obligations under this Agreement and such Ancillary Agreements.

5.03           Organization and Good Standing.  Company is a limited liability company duly organized, validly existing, and in good standing under the Laws of the State of Michigan, and

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has all requisite limited liability company power and authority to carry on its business as currently being conducted.  Company has no subsidiaries or any indirect interest, other than as a trade creditor, in any other Person.  Company is not qualified to conduct business in any jurisdiction outside the State of Michigan and the State of Michigan is the only jurisdiction in which the character or location of the properties owned or leased by Company in connection with its business makes such qualification necessary.  There have been no claims by any jurisdiction to the effect that Company is required to qualify or be authorized to do business as a foreign corporation in any such jurisdiction.  The Principals have delivered to Purchaser complete and correct copies of the Organizational Documents of the Company and Company is not in default under or in violation of any of such Organizational Document.

5.04           No Conflict.  The execution, delivery and performance by each Principal of this Agreement and each Ancillary Agreement, and the performance of their respective obligations under them, do not and will not:  (a) contravene any provision of any Organizational Document of Company; (b) violate or conflict with any Law, decree, writ, injunction, judgment or order of any governmental authority or of any arbitration award which is either applicable to, binding upon or enforceable against Company, any Principal, any portion of the Inventory, any portion of the Intangibles or any of the MH Contracts; (c) conflict with, result in any breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or give rise to a right of payment under or the right to terminate, amend, modify, abandon or accelerate, any MH Contract or any other contract or agreement which is applicable to, binding upon or enforceable against Company or any Principal; (d) result in or require the creation or imposition of any Lien upon or with respect to any portion of the Inventory, any portion of the Intangibles or any of the MH Contracts; or (e) require the consent, approval, authorization or permit of, or filing with or notification to, any governmental authority, any court or tribunal or any other Person.

5.05           Proceedings; Solvency.  There is no claim, action, suit or other legal or administrative proceeding or governmental investigation (“Proceeding”) pending or affecting, threatened against Company or any Principal at Law or in equity, before or by any governmental authority or by any other Person and, no basis exists for any such Proceeding.  There are no existing or threatened orders, judgments or decrees of any court or other governmental authority applicable to Company or any Principal that could reasonably be expected to have a material adverse effect on the Inventory, the Intangibles or the MH Contracts. No Proceeding or dispute is pending or, to the knowledge of any Principal, threatened or probable of assertion against Company or any Principal that seeks to restrain, prohibit, question or delay the consummation of the transactions contemplated by this Agreement.  Company is solvent and is generally paying its debts as such become due and the execution and consummation of this Agreement will not render Company insolvent.  There are no Proceedings for reorganization, arrangement, liquidation or dissolution pending, or to the knowledge of any Principal, threatened or contemplated under any federal, state or local Law against Company.

            5.06           Title.  Company has good and valid title to all of the Inventory, all of the Intangibles and each of the MH Contracts (including the related assets described in Section 2.01(b)), free and clear of all Liens.  Upon consummation of the transactions contemplated by

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this Agreement, Company will retain valid and marketable title to the Inventory, the Intangibles and each the MH Contracts (including the related assets described in Section 2.01(b)), free and clear of all Liens. In the case of each MH Contract purchased from a manufactured housing dealer, Company purchased the MH Contract for fair value and took possession thereof in the ordinary course of its business without knowledge that the MH Contract was subject to a security interest.  The Company has no assets other than the Inventory, Intangibles and MH Contracts.

5.07           Absence of Indebtedness.  Exhibit C sets forth a payoff letter covering all Indebtedness of Company (the “Debt”).  Company has no Indebtedness other than the Debt and assuming payment of the Debt pursuant to Section 3.02 above, Company will have no Indebtedness following the Closing.

5.08           MH Contract Ownership.  At the time of the Closing, Company is the owner of each MH Contract (including the related assets described in Section 2.01(b)), and has all necessary power, right and authority to sell each MH Contract (including the related assets described in Section 2.01(b)). The MH Contracts constitute all of the promissory notes, installment loan agreements and installment sales contracts and manufactured housing loans made to residents of the Communities (as defined in the Master Contribution Agreement) that are held as of the Closing by Company, any Principal and their respective Affiliates.

5.09           Source of MH Contract Payments.  With respect to each MH Contract (a) no portion of the MH Contract proceeds has been escrowed for the purpose of making monthly payments on behalf of the Obligor; and (b) no payments due and payable under the terms of the MH Contract have been paid by any Person (other than the Obligor and any guarantor) who was involved in, or benefited from, the sale or purchase of the MH Contract or the origination, refinancing, sale, purchase or servicing of the MH Contract.

5.10           Data.  The data on the attached Exhibit B correctly and accurately reflects the data contained in Company’s records (including, without limitation, the related MH Contract File) in all respects.  Company has no material adverse information concerning any Obligor that it has not communicated to Purchaser.

5.11           Fraud.  No fraud has taken place in connection with the origination of any MH Contract on the part of (i) the originator of such MH Contract, or (ii) to the knowledge of the Principals, any broker, correspondent, appraiser, escrow agent, closing attorney or title company involved in the origination of such MH Contract.

5.12           Regulatory Compliance. As of the date of the origination or, if subsequently modified, the effective date of the modification, each MH Contract complied with all then-applicable Laws including, without limitation, usury, truth-in-lending, consumer credit protection, equal credit opportunity, predatory and abusive lending Laws and disclosure Laws, or such noncompliance was cured subsequent to origination, as permitted by applicable Law.  Such compliance will not be affected by the transactions contemplated by this Agreement. Without limiting the foregoing, no MH Contract was in violation of the Home Ownership and Equity Protection Act of 1994 or any comparable state Law as of the date of its origination.

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The servicing of each MH Contract prior to the Closing Date complied with all then-applicable Laws.

5.13           Doing Business.  With respect to each MH Contract, (a) the originator thereof is (or, during the period in which it held and disposed of its interest in such MH Contract was), in compliance with any and all applicable licensing requirements of the Laws of the state wherein the related Manufactured Home is located; and (b) to the knowledge of the Principals, all other parties that have had any interest in such MH Contract, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) in compliance with any and all applicable licensing requirements of the Laws of the state wherein the related Manufactured Home is located. The origination and collection practices used by Company and any originator or servicer with respect to each MH Contract have been in all respects legal, proper, prudent and customary in the loan origination and servicing business.  Company has not received any payment on account of any of the MH Contracts except as set forth in the payment histories which are included in the MH Contract Files.

5.14           Security Interest.  Each MH Contract creates a valid and enforceable perfected first priority security interest in favor of Company in the Manufactured Home covered thereby as security for payment of all amounts owed under such MH Contract. The originator of each MH Contract has assigned to Company title and interest in such MH Contract, including the security interest in the Manufactured Home covered thereby and any and all other collateral securing such MH Contract.  Company is the sole Lien holder of record on each Manufactured Home related to an MH Contract, as noted on such Manufactured Home certificate of title of ownership thereto. At and after the Closing, Company will continue to own each MH Contract free of any Lien and has and will have a valid and enforceable first priority security interest in each Manufactured Home covered thereby and any and all other collateral securing such MH Contract.

5.15           No Prior Modifications. The MH Contract has not been modified, satisfied, canceled or subordinated, in whole or in part, nor has Company waived any material term of the MH Contract, released the MH Contract in whole or in part from the lien of the MH Contract, or executed any instrument of release, cancellation, modification or satisfaction, except in each case as is reflected in an agreement included in the MH Contract File.  If an MH Contract has been modified, the modified terms are reflected on the attached Exhibit B. Notwithstanding the foregoing, no such action set forth in instruments or documents identified on the attached Exhibit B (i) waives or otherwise adversely affects the regularly scheduled payments due under such MH Contract, (ii) adversely affects the ability of the holder of such MH Contract to realize upon the collateral securing such MH Contract, or (iii) adversely affects, contravenes or nullifies any representation or warranty made by the Principals pursuant to this Agreement.

5.16           No Damage/Condemnation.  To the knowledge of the Principals, each Manufactured Home related to an MH Contract is free of damage and in good repair and no Manufactured Home related to an MH Contract has been damaged by fire, earthquake, earth movement other than earthquake, windstorm, flood, tornado, straight-line winds, sinkholes or other casualty, and there is no Proceeding pending or, to the knowledge of the Principals,

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threatened for the total or partial condemnation of any such Manufactured Home or the real property upon which any such Manufactured Home is situated.

5.17           No Superior Liens.  Each Manufactured Home related to an MH Contract is free and clear of enforceable Liens that have a superior priority than the Lien of the related MH Contract and the related Manufactured Home certificate of title of ownership. Without limiting the foregoing, there are no Liens or claims which have been filed for work, labor or materials affecting any Manufactured Home related to an MH Contract which are or may be Liens prior to, or equal or coordinate with, the Lien under the applicable MH Contract.

5.18           MH Contracts Current.  All payments required to be made on or before the Closing Date for each MH Contract under the terms of such MH Contract have been made by or on behalf of the Obligor (without any advance from Company or any Person acting at the request of Company); provided, however, that up to five percent (5%) of the aggregate principal balance of MH Contracts may be 60 days or more past due.

5.19           MH Contract Legal and Binding; One Original.  Each MH Contract and the other documents in the related MH Contract File are genuine, and each is the legal, valid and binding obligation of the maker thereof, enforceable in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions. The signature(s) of the Obligor(s) on each MH Contract are genuine and all parties to each MH Contract had full legal capacity to execute such MH Contract. There is only one original executed copy of each MH Contract (other than the original executed copy retained by the Obligor), which MH Contract has been delivered to Purchaser or its custodian on or before the Closing Date.  Other than agreements in connection with the Debt, Company has no contracts (including any lease, note, mortgage indenture, loan agreement, franchise agreement, covenant, employment agreement, license, instrument, purchase and sales order, commitment, undertaking, obligation, whether written or oral, express or implied), other than the MH Contracts.

5.20           Proceeds Fully Disbursed/Recording Fees Paid. The proceeds of each MH Contract have been fully disbursed, there is no requirement for future advances thereunder and all costs, fees and expenses incurred in making, closing or recording such MH Contract have been paid.

5.21           Loan-to-Value Ratio. At the time of its origination, each MH Contract had a loan-to-value ratio not greater than 100%.

5.22           Notation of Security Interest.  With respect to each MH Contract, if the related Manufactured Home is located in a state in which a notation or stamp of a security interest on the title document is required or permitted to perfect such security interest, the title document shows, or if a new or replacement title document with respect to such Manufactured Home is being applied for such title document will be issued within 30 days and will show, Company as the holder of a first priority security interest in such Manufactured Home; if the related Manufactured Home is located in a state in which the filing of a financing statement under the UCC is required to perfect a security interest in manufactured housing, such filings or recordings have been duly made and show Company as secured party.

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5.23           Hazard Insurance.  Each Manufactured Home securing an MH Contract is covered by a Hazard Insurance Policy naming Company as a loss payee for an amount equal to not less than the unpaid principal balance of the related MH Contract or the fair market value of the Manufactured Home, whichever is greater. With respect to each MH Contract, Company has obtained a statement from the Obligor’s insurance agent that the related Manufactured Home was, at the time of origination of the MH Contract, not in a federally designated special flood hazard area.  All premiums due as of the Closing Date on such insurance have been paid in full.

5.24           No Default.  Except that up to five percent (5%) of the aggregate principal balance of MH Contracts may be 60 days or more past due, there is no existing default, breach, other violation constituting an event of default, or event permitting acceleration under any MH Contract and no existing circumstances which, with the passage of time or with notice and the expiration of any grace or cure period, would be a default, breach, other violation constituting an event of default, or event permitting acceleration under any MH Contract.  Company has not waived any such default, breach, violation or event, and no foreclosure action is currently threatened or has been commenced with respect to any MH Contract.

5.25           No Rescission Claim.  Each MH Contract is a valid receivable and is not subject to any valid setoffs, counterclaims, defenses (including the defense of usury) or claims for any right of rescission, and is current and collectible in accordance with its terms at its recorded amounts.  The operation of any of the terms of each MH Contract or the exercise of any right thereunder will not render the MH Contract unenforceable in whole or in part or subject to any right of setoff, counterclaim, defenses (including the defense of usury) or rescission. There are no Proceedings (including bankruptcy or foreclosure Proceedings) pending or, to the knowledge of any Principal, threatened against any Obligor except as disclosed in the attached Exhibit B.

5.26           Realization Right.  Each MH Contract contains provisions granting the holder thereof remedies for the realization against the Manufactured Home of the benefits of the security provided thereby.

5.27           Due-On-Sale.  Each MH Contract contains a provision, granting to the holder thereof, the right to accelerate the payment of the unpaid principal balance of the MH Contract in the event that the Manufactured Home is sold or transferred without the prior written consent of the holder of such Manufactured Home.

5.28           No Prepayment Penalties.  No MH Contract contains any provisions providing for the payment of a prepayment fee or penalty upon the prepayment of a portion or all of the outstanding principal balance of the MH Contract.

5.29           Qualified Mortgage for REMIC.  Each MH Contract represents a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code.  Each Manufactured Home related to an MH Contract is a “single-family residence” which has a minimum of 400 square feet of living space and a minimum width in excess of 102 inches and which is of a kind which is customarily used at a fixed location, pursuant to the requirements of Section

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25(e)(10) of the Code.  Each Manufactured Home related to an MH Contract is (i) affixed to the ground with its wheels and axles (if any) removed, (ii) connected to utilities such as gas, water and electric service and (iii) not able to be moved without difficulty and expense once sited.

5.30           Employment; Labor.  Company currently has no, and has never had in the past, employees or employee benefit plans, as defined in the Employee Retirement Income Security Act of 1974, as amended, or any other welfare, bonus, deferred compensation, pension, profit sharing, severance, or fringe benefit plan, formal or informal, written or oral (collectively, “Plans”).  Neither Company, the Principals, nor any of Company’s officers or managers, has taken any action that would directly or indirectly obligate Company to hire any employee or adopt or implement any Plan.

5.31           Taxes and Tax Returns.

(a)          Company qualifies (and has qualified since the date of its formation) to be treated as a partnership for United States federal income tax purposes, and none of Company, any Principal or any taxing authority has taken a position inconsistent with such treatment.

(b)          All tax returns required to be filed on or before the Closing (taking into account all extensions of due dates) with respect to Company or any of its income, properties or operations, have been filed in a timely manner on or before the Closing.  All such tax returns are true, accurate and complete and were prepared in compliance with all applicable Laws.  All taxes owing by Company or attributable to its business (whether or not shown on any tax return) have been paid (without regard to whether such taxes have been assessed).

(c)          There are no Liens for taxes upon any of the assets of Company.

(d)          There is no claim or assessment pending or, to the knowledge of any Principal, threatened against Company for any alleged deficiency in taxes, and Company has never received a notice of any audit or investigation with respect to any liability of Company for taxes.  There are no Proceedings presently pending against Company with regard to any taxes that have or may become a Lien against any assets owned by Company.

(e)          Company has never waived any statute of limitations in respect of taxes or agreed to any extension of time with respect to a tax assessment or deficiency.

(f)          Company is not the beneficiary of any extension of time within which to file any tax return.  No claim has ever been made against Company by an authority in a jurisdiction where Company does not file tax returns that it is or may be subject to taxation by that jurisdiction.

            (g)           Company has withheld and paid all taxes required to have been withheld and paid in connection with amounts paid or owing to any member, employee,

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independent contractor, creditor, or other third party and all Forms K-1, W-2 and 1099 required with respect thereto have been properly completed and timely filed.

(h)          Company is not party to or bound by any tax indemnity, tax sharing or tax allocation agreement.

(i)          Company will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion of any taxable period) ending after the Closing as a result of any: (i) change in method of accounting for a taxable period ending on or prior to the Closing; (ii) “closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of state, local or foreign income tax Law) executed on or prior to the Closing; (iii) intercompany transactions or any excess loss account described in Treasury Regulations under Code Section 1502 (or any corresponding or similar provision of state, local or foreign income tax Law); (iv) installment sale or open transaction disposition made on or prior to the Closing; or (v) prepaid amount received on or prior to the Closing.  Company has not made an election under Code Section 108(i).

5.32           Brokers.  Other than Robert W. Baird & Co., neither Company any Principal, nor any of their Affiliates has dealt with any brokers or finders or created or incurred any obligation for a commission, finder’s fee or similar remuneration in connection with this transaction.  Principals and their Affiliates shall be solely responsible for all fees and expenses due to Robert W. Baird & Co. as a result of the transactions contemplated by this Agreement.

5.33           Disclosure.  No representation or warranty by the Principals in this Agreement, the Ancillary Agreements, or any Schedule or Exhibit to this Agreement or any Ancillary Agreement, nor any statement or certificate furnished or to be furnished to Purchaser pursuant to this Agreement, or in connection with the transactions contemplated this Agreement, contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained in them not misleading.

6.           REPRESENTATIONS OF PURCHASER.

Purchaser hereby represents and warrants to the Principals as of the date hereof the following with the understanding that each of the representations and warranties are material and have been relied on by the Principals in connection herewith:

6.01           Authority, Enforceability and Capacity.  This Agreement and the Ancillary Agreements have been duly executed and delivered by Purchaser and (assuming due authorization, execution and delivery by the other parties thereto) this Agreement and the Ancillary Agreements constitute, the legal, valid and binding obligations of Purchaser, enforceable against it in accordance with their respective terms, subject to the Enforceability Exceptions.  Purchaser has the requisite legal capacity to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to consummate the transactions contemplated by this Agreement and such Ancillary Agreements and to perform its obligations under this Agreement and such Ancillary Agreements. This Agreement and all of the Ancillary Agreements to which Purchaser is or will become a party, and the consummation of the

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transactions contemplated by this Agreement and such Ancillary Agreements, have been duly authorized and approved by all necessary and proper corporate action on the part of Purchaser and its board of directors, and no other proceedings on the part of Purchaser are necessary to authorize this Agreement or the Ancillary Agreements or the performance of Purchaser’s obligations under this Agreement or the Ancillary Agreements, or to consummate the transactions contemplated by this Agreement or the Ancillary Agreements.

6.02           Organization and Good Standing.  Purchaser is a corporation duly incorporated, validly existing, and in good standing under the Laws of the State of Michigan, and has all requisite corporate power and authority to carry on its business as currently being conducted.

6.03           No Conflict.  The execution, delivery and performance by Purchaser of this Agreement and each Ancillary Agreement, and the performance of its obligations under them, do not and will not:  (a) contravene any provision of the Organizational Documents of Purchaser; (b) violate or conflict with any Law, decree, writ, injunction, judgment or order of any governmental authority or of any arbitration award which is either applicable to, binding upon or enforceable against Purchaser; or (c) require the consent, approval, authorization or permit of, or filing with or notification to, any governmental authority, any court or tribunal or any other Person.

6.04           Proceedings.  No Proceeding or dispute is pending or, to the knowledge of Purchaser, threatened against Purchaser that seeks to restrain, prohibit, question or delay the consummation of the transactions contemplated by this Agreement.

6.05           Brokers.  Purchaser has not dealt with any brokers or finders or created or incurred any obligation for a commission, finder’s fee or similar remuneration in connection with this transaction.

7.           INDEMNIFICATION.

7.01           Indemnification by Principals.  Each Principal hereby agrees, jointly and severally, to indemnify and hold harmless Purchaser and its successors, assigns, directors, officers, shareholders, employees, agents and representatives (collectively, the “Purchaser Indemnified Parties”), from and against any and all claims, penalties, damages, liabilities, actions, causes of action, costs and expenses (including attorneys’ fees and costs) (collectively, “Losses”) arising out of, as a result of or as a consequence of:

(a)           a breach by any Principal of any of their representations, warranties, agreements, covenants or obligations set forth herein or in any Ancillary Agreement;

(b)          all liabilities, commitments and obligations relating to all Indebtedness of Company immediately prior to the Closing (including all interest accrued thereon and all fees, charges or premiums associated therewith);

(c)          the conduct of the business and operations of Company on and prior to the Closing Date; and

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(d)          (i) all taxes (or the non-payment of them) of Company for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”), (ii) all taxes of any member of an affiliated, consolidated, combined or unitary group of which Company (or any predecessor) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or foreign Law and (iii) any and all taxes of any Person imposed on Company as a transferee or successor, by contract or pursuant to any Law, which taxes relate to an event or transaction occurring before the Closing.  For purposes of this Section 7.01(d), in the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any taxes based on or measured by income or receipts of Company for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date, and the amount of other taxes of Company for a Straddle Period that relate to the Pre-Closing Tax Period shall be deemed to be the amount of such tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

7.02           Indemnification by Purchaser.  Purchaser agrees to indemnify, defend and hold harmless each of the Principals from and against any and all claims, penalties, damages, liabilities, actions, causes of action, costs and expenses (including reasonable attorneys’ fees), arising out of, as a result of or as a consequence of any breach by Purchaser of any of its representations, warranties, agreements, covenants or obligations set forth herein or in any Ancillary Agreement.

7.03           Limitations.  The maximum amount which may be recovered by the Purchaser Indemnified Parties for Losses arising under Section 7.01(a) above shall be $11,887,725.00, and the Purchaser Indemnified Parties may not assert any claims hereunder unless and until all Losses arising under Section 7.01(a) exceed an aggregate minimum amount equal to $198,129.00 (the "Minimum Amount"), in which event recovery may be had with respect to all such Losses (and not just those above the Minimum Amount).  The limitations of this Section 7.03 shall not apply to Losses involving fraud or material misrepresentation or Losses arising from a breach of the representations and warranties set forth in Sections 5.01, 5.02, 5.06, 5.07, 5.08, 5.12, 5.14, 5.17, 5.30 and 5.31.  For purposes of clarity, the limitations of this Section 7.03 shall not apply to Losses arising under Sections 7.01(b), (c) or (d).

7.04           Remedies Not Exclusive. The parties shall be entitled to exercise and resort to all rights and remedies for misrepresentation or breach as are afforded to them, respectively, at Law or in equity, including, without limitation, rescission, specific performance, action for damages, adjustment to the Purchase Price or such other remedies and relief as may be afforded to them under this Agreement or by a court of competent jurisdiction.  Neither the existence or exercise of any specific remedies is intended to be exclusive of or impair or otherwise adversely affect in any manner whatsoever any rights, remedies or relief otherwise available to any party and each and every right and remedy shall be cumulative and in addition to every other right and remedy provided in this Agreement or by Law.

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7.05           Right of Offset. Any amounts payable by any Principal to Purchaser or another Purchaser Indemnified Party under this Agreement (including, without limitation, pursuant to this Article 7) or any Ancillary Agreement may, at the option of Purchaser, be set off against any amounts payable by Purchaser or any of its Affiliates to any Principal under this Agreement, under any Ancillary Agreement or otherwise, including, without limitation, distributions to Principals under the Second Amended and Restated Limited Partnership Agreement of Sun Communities Operating Limited Partnership, as amended.

7.06           Return of Inventory or MH Contract.  In the event that Principals pay Purchaser Indemnified Parties for a claim under this Section 7 and such claim solely relates to the complete loss of a Manufactured Home or MH Contract existing as of the Closing, Purchaser shall cause Company to assign such Manufactured Home or MH Contract to Principals (or their designee), without any recourse or warranty whatsoever.

8.           MISCELLANEOUS.

8.01           Final Tax Return.  The Principals shall prepare, at their sole cost and expense, all tax returns for the Company for all periods ending on or prior to the Closing Date.  The Principals shall permit Purchaser to review and comment on each such tax return that is required to be filed after the Closing Date prior to filing the same and shall make such revisions to such tax returns as are reasonably requested by Purchaser.

8.02           Further Assurances.  Each party hereby agrees that it will, from time to time after the Closing Date when so reasonably requested by any other party, without further consideration, perform, execute, acknowledge or deliver or cause to be performed, executed, acknowledged or delivered, all such further acts, deeds, assignments, transfers, conveyances and assurances as may be required to carry out the provisions of this Agreement and make effective the transactions contemplated by this Agreement. Without limiting the foregoing, Principals agree to make themselves available to Purchaser when reasonably required after the Closing Date to assist Purchaser in obtaining missing documents, missing information, or to reconcile any balance dispute with any customer.

8.03           Designated Representative.  The Principals, on the one hand, and Purchaser, on the other hand, shall each designate at least one representative (“Designated Representative”) who shall have the authority to represent, act for and bind the designating parties.  Any notice or other communication to a Designated Representative in accordance with this Agreement shall constitute notice or communication to the parties whom he represents, and any act or waiver by a Designated Representative shall constitute an act or waiver by the parties whom he represents for all purposes under this Agreement.  By way of illustration and not limitation, each Designated Representative shall have full power and authority, for and on behalf of the parties whom he represents, to: (i) receive notices or service of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by such parties under this Agreement and (iii) to execute and deliver any termination, amendment or waiver to this Agreement. The Principals hereby designate Wilbur A. Lettinga as their Designated Representative and, in the event that Wilbur A. Lettinga is unable or unwilling to serve, the Principals hereby designate William B. Lettinga as their Designated Representative. Purchaser

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hereby designates Gary A. Shiffman as its Designated Representative.  Such designations may be changed by written notice to the other parties.

8.04           SURVIVAL AND BENEFIT.

(a)          Except as otherwise expressly provided herein, each agreement, representation or warranty made in this Agreement by or on behalf of any party, or in any instruments delivered pursuant hereto or in connection herewith, shall survive the Closing Date and the consummation of the transaction provided for herein.

(b)          The covenants, agreements and undertakings of each of the parties hereto are made solely for the benefit of, and may be relied on only by, the other parties hereto, their transferees and assigns, and are not made for the benefit of, nor may they be relied upon, by any other Person whatsoever.

(c)          This Agreement shall not be construed more strictly against one party than against the other, merely by virtue of the fact that it may have been prepared by counsel for one of the parties, it being recognized that each of the parties has contributed substantially and materially to the preparation of this Agreement.

8.05           Notices.  All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by an internationally recognized overnight courier service, by facsimile or registered or certified mail (postage prepaid, return receipt requested) to the respective parties hereto at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 8.05):

If to any Principal:

Mr. Wilbur A. Lettinga

Kentland Corporation

5625 Prairie Creek Drive, Suite 100

Caledonia, Michigan 49316

Fax: (616) 554-3694

With a required copy to:

Rhoades McKee

161 Ottawa Avenue NW, Suite 600

Grand Rapids, Michigan 49503

Attn: Mr. Thomas P. Hogan

Fax: (616) 233-5269

If to Purchaser:

Mr. Gary A. Shiffman

Sun Home Services, Inc.

27777 Franklin Road, Suite 200

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Southfield, Michigan 48034

Fax: (248) 208-2645

With a required copy to:

Jaffe, Raitt, Heuer & Weiss, P.C.

27777 Franklin Road, Suite 2500

Southfield, Michigan 48034

Attn: Mr. Arthur A. Weiss

Fax: (248) 351-3082

8.06           Expenses.  Except as otherwise provided herein, each party shall pay its own fees and expenses incurred in connection with this Agreement and the Ancillary Agreements (including, without limitation, legal and accounting fees and expenses).

8.07           Entire Agreement.  This Agreement (together with the exhibits hereto) and the Ancillary Agreements constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof.  There is no statement, promise, agreement or obligation in existence which may conflict with the terms of this Agreement or which may modify, enlarge or invalidate this Agreement or any provision hereof.  None of the prior and/or contemporaneous negotiations, preliminary drafts, or prior versions of this Agreement leading up to its execution and not set forth herein shall be used by any of the parties to construe or affect the validity of this Agreement.

8.08           Amendment and Waiver.  This Agreement may not be amended or modified except by an instrument in writing signed by, or on behalf of, each of the parties. The parties agree that the failure to enforce any provision or obligation under this Agreement shall not constitute a waiver of or serve as a bar to the subsequent enforcement of such provision or obligation or any other provisions or obligations under this Agreement.

8.09           Assignment; Binding Effect.  No party shall have the right to assign its rights or obligations under this Agreement without the prior written consent of the other parties.  The terms hereof shall be binding upon and shall inure to the benefit of the parties hereto, their successors, transferees and permitted assigns.

8.10           Controlling Law. This Agreement shall be controlled, construed and enforced in accordance with the Laws of the State of Michigan, without regard to conflicts of Law principles.

8.11           Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.  Copies (whether photostatic, facsimile or otherwise) of this Agreement may be made and relied upon to the same extent as an original.

[Signatures on the Next Page]

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IN WITNESS WHEREOF, the parties have executed this Membership Interest Purchase Agreement as of the day and year first written above.

PURCHASER:

SUN HOME SERVICES, INC., a Michigancorporation

By: /s/ Jonathan Colman                                                              

Name:   Jonathan Colman                                                            

Title:   Executive Vice President                                                  

PRINCIPALS:

 /s/ Wilbur A. Lettinga                             

WILBUR A. LETTINGA

/s/ William B. Lettinga                             

WILLIAM B. LETTINGA

/s/ Michael Lettinga                                

MICHAEL LETTINGA

APPENDIX A

Capitalization

Member:	Membership Interest
Wilbur A. Lettinga	20%
William B. Lettinga	40%
Michael Lettinga	40%
Totals:	100.00 %

EXHIBIT A

Inventory

EXHIBIT B

MH Contracts

EXHIBIT C

Payoff Letter

EX-4.1

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (“Agreement”) is entered into as of June 23, 2011 by and between Sun Communities, Inc., a Maryland corporation (the “Company”), and the holders of Series A-1 Preferred Units that have executed this Agreement below (the “Initial Holders”). The Company and each Holder is sometimes referred to herein individually as a “Party” and together as the “Parties”.

W I T N E S S E T H:

WHEREAS, the Initial Holders are the holders of the Series A-1 Preferred Units (as defined below).

WHEREAS, the Series A-1 Preferred Units are exchangeable for shares of Common Stock (as defined below) in accordance with the terms of the Partnership Agreement (as defined below).

WHEREAS, the Company desires to provide to the Holders rights to registration under the Securities Act (as defined below) of the Registrable Shares (as defined below), upon the terms and subject to the conditions set forth herein.

NOW THEREFORE, in consideration of the promises, agreements and covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:

ARTICLE I.

DEFINITIONS

Section 1.01                      Definitions.  The following terms, as used herein, have the following meanings:

“Affiliate” has the meaning set forth in Rule 501 of Regulation D promulgated under the Securities Act.

“Agreement” has the meaning set forth in the preamble.

“Commission” means the United States Securities and Exchange Commission, and any successor thereto.

“Common Stock” means the Company’s common stock, $0.01 par value per share, and any securities of the Company into which such shares are converted and for which such shares are exchanged and any Common Stock or other securities of the Company or any successor entity which may be issued or distributed in respect of the Common Stock by way of stock dividend or stock split or other distribution, recapitalization, merger, conversion or reclassification.

“Company” has the meaning set forth in the preamble.

“Effectiveness Period” has the meaning set forth in Section 3.01(a).

“FINRA” means the Financial Industry Regulatory Authority.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and all rules and regulations promulgated thereunder, as in effect from time to time.

“Holders” means, collectively, each of the Initial Holders and their successors and permitted assigns (subject to and in accordance with Section 5.09).

“Indemnified Party” has the meaning set forth in Section 4.03.

“Indemnifying Party” has the meaning set forth in Section 4.03.

“Initial Holders” has the meaning set forth in the preamble.

 “Losses” has the meaning set forth in Section 4.01.

“Partnership” means Sun Communities Operating Limited Partnership, a Michigan limited partnership.

“Partnership Agreement” means the Second Amended and Restated Limited Partnership Agreement of Sun Communities Operating Limited Partnership dated April 30, 1996, as amended through the date hereof and as further amended or restated from time to time.

“Piggyback Registration” has the meaning set forth in Section 2.01.

“Prospectus” means the prospectus included in a Registration Statement (including a prospectus that includes any information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus.

“Registrable Shares” means any shares of Common Stock which are issued upon the exchange of the Series A-1 Preferred Units in accordance with the terms of the Partnership Agreement and held at any time by the Holders; provided, however, that any such securities will cease to be Registrable Shares when (i) a Registration Statement with respect to the sale by the Holder of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such Registration Statement, (ii) such securities shall have been distributed to the public pursuant to Rule 144 (or any successor provision) or any other exemption under the Securities Act or are eligible for sale under Rule 144 without regard to the volume limitation contained in Rule 144(e), or (iii) such shares shall have ceased to be outstanding.

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“Registration Statement” means a registration statement in the form required to register the resale of Registrable Shares under the Securities Act and other applicable law, and including any Prospectus, amendments and supplements to each such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

“Registration Expenses” has the meaning set forth in Section 3.02.

“Rule 144” means Rule 144 (or any successor rule of similar effect) promulgated under the Securities Act.

“Selling Holder” means any Holder which is selling Registrable Shares pursuant to a public offering registered hereunder.

“Series A-1 Preferred Units” means those Series A-1 Preferred Units representing preferred limited partnership interests in the Partnership which are held by the Initial Holders as of the date hereof and are set forth on Exhibit A hereto.

“Underwriter” means a securities dealer which purchases any Registrable Shares as principal in connection with a Piggyback Registration and not as part of such dealer’s market-making activities.

Section 1.02                      Internal References.  Unless the context indicates otherwise, references to Articles, Sections and paragraphs shall refer to the corresponding articles, sections and paragraphs in this Agreement.

ARTICLE II.

REGISTRATION RIGHTS

Section 2.01                      Registration.  (a)  If the Company proposes to file a registration statement under the Securities Act with respect to an offering of securities for its own account or for the account of another person (other than a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)), the Company shall give written notice of such proposed filing to the Holders at the addresses set forth on the records of the Partnership as soon as reasonably practicable (but in no event less than ten (10) days before the anticipated date on which such registration statement will be first filed with the Commission), undertaking to provide each Holder the opportunity to register on the same terms and conditions such number and type of Registrable Shares as such Holder may request (a “Piggyback Registration”).  Each Holder will have five (5) days after receipt of any such notice to notify the Company as to whether it wishes to participate in a Piggyback Registration; provided that should a Holder fail to provide timely notice to the Company, such Holder will forfeit any rights to participate in the Piggyback Registration with respect to such proposed offering.  In the event that the registration statement is filed on behalf of a person other than the Company, the Company will use its commercially reasonable efforts to have the Registrable Shares that the Holders wish to sell included in the registration statement.  If the Company shall determine in its sole discretion not to register or to delay the proposed offering, the Company shall provide written notice of such

3

determination to the Holders and (i) in the case of a determination not to effect the proposed offering, shall thereupon be relieved of the obligation to register such Registrable Shares in connection therewith and (ii) in the case of a determination to delay a proposed offering, shall thereupon be permitted to delay registering such Registrable Shares for the same period as the delay in respect of the proposed offering, in any case, without obligation or liability to any Holder.  The Company shall be entitled to select the managing Underwriters and any additional investment bankers and managers in connection with any Piggyback Registration, without the approval of the Holders.

(b)           Priority on Piggyback Registrations.  Subject to the succeeding provisions of this Section 2.01(b), if the managing Underwriter or Underwriters shall advise the Company that the inclusion of Registrable Shares requested to be included in the Piggyback Registration by any Holder would materially and adversely affect the price, distribution or timing of the offering, the Company will be obligated to include in such registration statement, as to each Holder, only a portion of the Registrable Shares such Holder has requested be registered as determined below; provided, however, that the provisions of this sentence shall not be applicable to the person or persons initiating such registration statement.  If the Company initiated the registration, then the Company may include all of its securities in such registration statement and the number of securities which all security holders (which have the contractual right to request that their shares be included in such registration statement, including the Holders) have requested or otherwise sought to be included in such registration statement shall be reduced as necessary pro rata in proportion to the relative number of securities requested or otherwise sought by each such security holder to be included in such registration statement until the number of securities to be included in such registration statement no longer exceeds the number which can be sold in such offering.  If another security holder initiated the registration and the Company wishes to include any of its securities in such registration statement, then the number of securities which all security holders (which have the contractual right to request that their shares be included in such registration statement, including the Holders) and the Company have requested or otherwise sought to be included in such registration statement shall be reduced as necessary pro rata in proportion to the relative number of securities requested or otherwise sought by each such security holder and the Company to be included in such registration statement until the number of securities to be included in such registration statement no longer exceeds the number which can be sold in such offering.  If, as a result of the provisions of this Section 2.01(b), any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement prior to its effectiveness.

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ARTICLE III.

REGISTRATION PROCEDURES

Section 3.01                      Filings; Information.  In connection with the registration of Registrable Shares pursuant to Section 2.01 hereof, the Company will use its commercially reasonable efforts to effect the registration of such Registrable Shares as promptly as is reasonably practicable, and in connection with any such request:

(a)           The Company will expeditiously prepare and file as soon as practicable with the Commission a Registration Statement on any form for which the Company then qualifies for the sale of the Registrable Shares to be registered thereunder in accordance with the intended method of distribution thereof pursuant to Section 2.01, and use its commercially reasonable efforts to cause such filed Registration Statement to become and remain effective until earlier of (x) the date on which all Registrable Shares have been sold pursuant to such Registration Statement and (y) the date on which all Registrable Shares are eligible for resale under Rule 144 promulgated under the Securities Act (without regard to the volume limitations contained in Rule 144(e))(the “Effectiveness Period”).

(b)           The Company will furnish to any Selling Holder draft copies of any Registration Statement or Prospectus or any amendments or supplements thereto proposed to be filed at least five (5) days prior to such filing.

(c)           The Company will notify the Selling Holders requesting such registration, as soon as practicable after notice thereof is received by the Company, (i) when the Registration Statement or any amendment thereto has been filed or becomes effective and the Prospectus or any amendment or supplement to the Prospectus has been filed, (ii) of any request by the Commission for amendments or supplements to the Registration Statement or the Prospectus or for additional information, and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Shares for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.

(d)           After the filing of the Registration Statement, the Company will promptly notify the Selling Holders of any stop order issued, or, to the Company’s knowledge, threatened to be issued, by the Commission and use its commercially reasonable efforts to prevent the entry of such stop order or to remove it if entered.

(e)           The Company will prepare and file with the Commission such amendments, post-effective amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the Effectiveness Period, cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement (to the extent such compliance obligations fall on the Company)

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     during such period in accordance with the intended methods of disposition by the Selling Holders set forth in such Registration Statement.

(f)           The Company will furnish to each Selling Holder requesting such registration and the managing Underwriters, if any, without charge, such number of conformed copies of such Registration Statement, each amendment and supplement thereto, the Prospectus included in such Registration Statement (including each preliminary Prospectus) and any amendments or supplements thereto, as any such Selling Holder or managing Underwriter may reasonably request in order to facilitate the disposition of the Registrable Shares.

(g)           The Company will use its commercially reasonable efforts to qualify (or exempt) the Registrable Shares for offer and sale under such other securities or blue sky laws of such jurisdictions in the United States as the Selling Holders reasonably request; keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period; and do any and all other acts and things which may be reasonably necessary or advisable to enable each Selling Holder to consummate the disposition of the Registrable Shares owned by such Selling Holder in such jurisdictions; provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph 3.01(g), (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction.

(h)           The Company will as promptly as practicable notify the Selling Holders, at any time when a Prospectus relating to the sale of the Registrable Shares is required by law to be delivered under the Securities Act, of the occurrence of any event requiring the preparation of a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of such Registrable Shares, such Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and promptly make available to the Selling Holders and to the Underwriters any such supplement or amendment.  Upon receipt of any notice of the occurrence of any event of the kind described in the preceding sentence, the Selling Holders will forthwith discontinue the offer and sale of Registrable Shares pursuant to the Registration Statement covering such Registrable Shares until receipt by the Selling Holders and the Underwriters of the copies of such supplemented or amended Prospectus and, if so directed by the Company, the Selling Holders will deliver to the Company all copies, other than permanent file copies then in the possession of Selling Holders, of the most recent Prospectus covering such Registrable Shares at the time of receipt of such notice.

(i)           The Company will enter into such customary agreements (including an under-writing agreement in customary form, including customary representations, warranties, covenants, conditions and indemnities) and take such other customary actions as are reasonably necessary in order to expedite or facilitate the sale of such Registrable Shares.

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(j)           At the request of any Underwriter in connection with an underwritten offering, the Company will furnish an opinion of counsel, addressed to the Underwriters, covering such customary matters as the managing Underwriters may reasonably request and (ii) a comfort letter or comfort letters (and updates thereof) from the Company’s independent public accountants covering such customary matters as the managing Underwriters may reasonably request.

(k)           If requested by the managing Underwriters or any Selling Holder, the Company shall promptly incorporate in a Prospectus supplement or post effective amendment such information as the managing Underwriters or any Selling Holder reasonably requests to be included therein, to the extent counsel for the Company deems inclusion of such information to be necessary for such Selling Holder to be able to sell Registrable Shares, and promptly make all required filings of such Prospectus supplement or post effective amendment.

(l)           The Company shall use commercially reasonable efforts to cause the Registrable Shares included in any Registration Statement to be (A) listed on each securities exchange, if any, on which similar securities issued by the Company are then listed or (B) authorized to be quoted and/or listed (to the extent applicable) on the Nasdaq Global Market (or any other applicable Nasdaq market), if the Registrable Shares so qualify.

(m)           The Company shall provide a CUSIP number, registrar and transfer agent for the Registrable Shares included in any Registration Statement not later than the effective date of such Registration Statement.

(n)           The Company and each Selling Holder shall cooperate in connection with any filings required to be made with FINRA.

(o)           The Company shall, during the period when the Prospectus is required to be delivered under the Securities Act, file all documents required to be filed with the Commission pursuant to the Exchange Act in accordance with the provisions of the Exchange Act and the rules and regulations promulgated thereunder.

(p)           The Company may require Selling Holders promptly to furnish in writing to the Company such information regarding such Selling Holders, the plan of distribution of the Registrable Shares and other information as may be legally required in connection with such registration, and the Selling Holders agree to do so as promptly as reasonably practicable.

Section 3.02                      Registration Expenses.  The Selling Holders will pay the following registration expenses (collectively, “Registration Expenses”) incurred in connection with a Piggyback Registration: (i) registration and filing fees with the Commission and the FINRA with respect to the Registrable Shares included in the Piggyback Registration, (ii) fees and expenses incurred in connection with the listing or quotation of the Registrable Shares, and (iii) fees and expenses of counsel to the Selling Holders. The Company will pay all other Registration Expenses incurred in connection with a Piggyback Registration, including (1) fees and expenses

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of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Shares), (2) printing expenses, (3) fees and expenses of counsel to the Company and independent certified public accountants for the Company (including fees and expenses associated with the special audits or the delivery of comfort letters), and (4) fees and expenses of any additional experts retained by the Company in connection with such registration. The Company will not be required to pay for any underwriting discounts or commissions or any broker’s fees or other similar selling fees attributable to the sale of Registrable Shares, which shall be borne by the Selling Holders of the Registrable Shares so registered pro rata on the basis of the number of their Registrable Shares so registered.

Section 3.03                      Lock-Up Agreements.    Each Selling Holder shall, if requested (pursuant to a written notice) by the managing Underwriter(s) in an underwritten offering, not to effect any public sale or distribution of any Registrable Shares (except as part of such underwritten offering) during the period commencing seven (7) days prior to and continuing for not more than ninety (90) days (or such shorter period as the managing underwriter(s) may permit) after the date of the Prospectus (or Prospectus supplement if the offering is made pursuant to a “shelf” Registration Statement) pursuant to which such underwritten offering shall be made.

ARTICLE IV.

INDEMNIFICATION AND CONTRIBUTION

Section 4.01                      Indemnification by the Company.  The Company agrees to indem­nify and hold harmless, to the fullest extent permitted by applicable law, each Selling Holder and its Affiliates and their respective officers, directors, partners, stockholders, members, employees, agents and representatives and each person (if any) which controls a Selling Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) caused by, arising out of, resulting from or related to any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, preliminary Prospectus or Prospectus relating to the Registrable Shares (as amended or supplemented from time to time), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus, in light of the circumstances under which they were made, not misleading, except insofar as such Losses are caused by or contained in or based upon any information furnished in writing to the Company by or on behalf of such Selling Holder or any Underwriter expressly for use therein (which was not subsequently corrected in writing prior to the sale of Registrable Shares to the person asserting the Loss in sufficient time to permit the Company to amend or supplement the Registration Statement or such Prospectus appropriately) or by the Selling Holder’s failure to deliver a copy of the Registration Statement or Prospectus or any amendments or supplements thereto after the Company has furnished the Selling Holder with copies of the same.  The Company also agrees to indemnify any Underwriters of the Registrable Shares, their Affiliates, officers, directors, employees. Agents and representatives and each person (if any) which controls such Underwriters, within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, on substantially the same

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basis as that of the indemnification of the Selling Holders provided in this Section 4.01.  Notwithstanding the foregoing, the Company shall have no obligation to indemnify under this Section 4.01 to the extent any such Losses have been finally and non­-appealably determined by a court of competent jurisdiction to have resulted from a Selling Holder’s or Underwriter’s willful misconduct or gross negligence.

Section 4.02                      Indemnification by Selling Holders.  The Selling Holders agree to indemnify and hold harmless, to the fullest extent permitted by applicable law, the Company and its Affiliates and their respective officers, directors, partners, stockholders, members, employees, agents and representatives and each person (if any) which controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all Losses caused by, arising out of, resulting from or related to any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, preliminary Prospectus or Prospectus relating to the Registrable Shares (as amended or supplemented from time to time), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus, in light of the circumstances under which they were made, not misleading, but only insofar as such Losses are caused by or contained in or based upon any information furnished in writing to the Company by or on behalf of such Selling Holder expressly for use therein (which was not subsequently corrected in writing prior to or concurrently with the sale of Registrable Shares to the person asserting the Loss in sufficient time to permit the Company to amend or supplement the Registration Statement or such Prospectus appropriately).  Notwithstanding the foregoing, the Selling Holder shall have no obligation to indemnify under this Section 4.02 to the extent that any such Losses have been finally and non-appealably determined by a court of competent jurisdiction to have resulted from the Company’s willful misconduct or gross negligence.

Section 4.03                      Conduct of Indemnification Proceedings.  In case any claim or proceeding (including any governmental investigation) shall be instituted or threatened involving any person in respect of which indemnity may be sought pursuant to Section 4.01 or Section 4.02, such person (the “Indemnified Party”) shall promptly notify the person against which such indemnity may be sought (the “Indemnifying Party”) in writing (it being understood that the failure to give such notice shall not relieve any Indemnifying Party from any liability which it may have hereunder except to the extent the Indemnifying Party is actually and materially prejudiced by such failure) and the Indemnifying Party, upon the request of the Indemnified Party, shall retain counsel reasonably satisfactory to such Indemnified Party to represent such Indemnified Party and shall pay the fees and disbursements of such counsel related to such claim or proceeding.  If the Indemnifying Party does not elect within fifteen (15) days after receipt of the notice required hereby to assume the defense of any claim or proceeding, the Indemnified Party may assume such defense with counsel of its choice at the cost and expense of the Indemnifying Party.  In any such claim or proceeding where the Indemnifying Party has assumed the defense, any Indemnified Party shall have the right to retain its own counsel and participate in, but not control, the defense, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party and, in the written opinion of counsel for the Indemnified

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Party, representation of both parties by the same counsel would be inappropriate due to actual or potential conflicting interests between them, in which case the Indemnified Party may retain counsel of its choice, which counsel shall be reasonably satisfactory to the Indemnifying Party, and such counsel may defend the Indemnified Party and its reasonable fees and expenses shall be paid by the Indemnifying Party.  It is understood that the Indemnifying Party shall not, in connection with any claim or proceeding or related proceedings, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel for each such jurisdiction) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred.  In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by the Indemnified Parties.  The Indemnifying Party shall not settle any claim or proceeding without the written consent of the Indemnified Party (not to be unreasonably withheld), unless such settlement (x) requires no remedy, relief or penalty other than the payment of money damages, (y) does not require any Indemnified Party to admit culpability or fault in any respect and (z) contains a full and complete release of the Indemnified Party with respect to all matters arising from the facts giving rise to the underlying claim or proceeding.  The Indemnifying Party shall not be liable for any settlement of any claim or proceeding effected without its written consent, but if settled with such consent, or if there be a final judgment for the plaintiff, the Indemnifying Party shall indemnify and hold harmless such Indemnified Parties from and against any Loss (to the extent stated above) by reason of such settlement or judgment.

Section 4.04                      Contribution.  If the indemnification provided for in this Article IV is unavailable to an Indemnified Party in respect of any Losses in respect of which indemnity is to be provided hereunder, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall to the fullest extent permitted by law contribute to the amount paid or payable by such Indemnified Party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of such party in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations.  The relative fault of the Company, each Selling Holder and the Underwriters shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.  The Company and each Selling Holder agrees that it would not be just and equitable if contribution pursuant to this Section 4.04 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph.  The amount paid or payable by an Indemnified Party as a result of the Losses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim or proceeding.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person which was not guilty of such fraudulent misrepresentation.

ARTICLE V.

MISCELLANEOUS

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Section 5.01                      Participation in Registrations.  No Selling Holder may participate in any Piggyback Registration contemplated hereunder unless such Selling Holder (a) if the offering is underwritten, agrees to sell its securities on the basis provided in any underwriting arrangements, (b) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement, (c) furnishes in writing to the Company such information regarding such Selling Holder, the plan of distribution of the Registrable Shares and other information as the Company may from time to time reasonably request or as may be legally required in connection with such registration and (d) sells or otherwise transfers its securities in accordance with the plan of distribution described in the Prospectus covering such sale and delivers a current Prospectus in connection therewith in accordance with the requirements of the Securities Act; provided, however, that no such Selling Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Selling Holder’s ownership of its Registrable Shares to be sold or transferred free and clear of all liens, claims and encumbrances, (ii) such Selling Holder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, that the obligation of such Selling Holder to indemnify pursuant to any such underwriting agreements shall be several, not joint and several, among such Selling Holder selling Registrable Shares, and the liability of each such Selling Holder will be in proportion to, and limited to, the net amount received by such Selling Holder from the sale of such Selling Holder’s Registrable Shares pursuant to such registration.

Section 5.02                      Compliance.  The Company covenants that it will file any reports required to be filed by it under the Securities Act and the Exchange Act in accordance with the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder.  Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such reporting requirements.

Section 5.03                      Termination.  The registration rights granted under this Agreement will terminate at such time as there shall no longer be any Registrable Shares.

Section 5.04                      Amendments, Waivers, Etc.  Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by the written consent of all Holders of Registrable Shares and the Company.

Section 5.05                      Counterparts.  This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement.  Each party need not sign the same counterpart.

Section 5.06                      Entire Agreement.  This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

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Section 5.07                      Governing Law.  This Agreement shall be governed in all respects by the laws of the State of Michigan without regard to choice of laws or conflict of laws provisions thereof that would require the application of the laws of any other jurisdiction.

Section 5.08                      Submission to Jurisdiction; Venue; Waiver of Trial by Jury.  Each Party irrevocably submits to the exclusive jurisdiction of any state or United States Federal court sitting in the Eastern District of Michigan, over any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated thereby.  Each Party irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any Claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum.  EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION.

Section 5.09                      Assignment of Registration Rights.  Each Holder of Registrable Shares may assign all or any part of its rights under this Agreement to any person to which such Holder sells, transfers or assigns (i) any of its Series A-1 Preferred Units provided, that such sale, transfer or assignment is permitted under the terms of the Partnership Agreement, or (ii) Registrable Shares, after such Series A-1 Preferred Units are exchanged into Registrable Shares, in each case provided that such person agrees in writing to be bound by the provisions of this Agreement.  In the event that the Holder shall assign its rights pursuant to this Agreement in connection with the transfer of less than all its Registrable Shares, the Holder shall also retain its rights with respect to its remaining Registrable Shares.

Section 5.10                      Specific Performance.  The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or was otherwise breached.  It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any state or United States Federal court sitting in the Eastern District of Michigan, this being in addition to any other remedy to which they are entitled at law or in equity.  Additionally, each Party irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor.

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Section 5.11                      Severability.  If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement and the balance of this Agreement shall be enforceable in accordance with its terms; provided, that upon any such declaration by a court of competent jurisdiction, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the greatest extent possible.

[Signature page follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed on their behalf by an officer thereunto duly authorized as of the date first written above.

COMPANY:

Sun Communities, Inc.

By:  /s/Jonathan Colman                                                  

Name:   Jonathan Colman                                                 

Title:  Executive Vice President                                       

INITIAL HOLDERS:

Apple Carr Village MHP Holding Company #2, LLC

By: /s/ Wilbur A. Lettinga                                                               

Name:  Wilbur A. Lettinga                                                              

Title:   Manager                                                                                

Brookside Village MHP Holding Company #2, LLC

By: /s/ Wilbur A. Lettinga                                                               

Name:  Wilbur A. Lettinga                                                              

Title:   Manager                                                                                

Cider Mill Village MHP Holding Company #2, LLC

By: /s/ Wilbur A. Lettinga                                                               

Name:  Wilbur A. Lettinga                                                              

Title:   Manager                                                                                

Continuation of Signature Page to Registration Rights Agreement

Country Hills Village MHP Holding Company #2, LLC

By: /s/ Wilbur A. Lettinga                                                               

Name:  Wilbur A. Lettinga                                                              

Title:   Manager                                                                                

Country Meadows Village MHP Holding Company #2, LLC

By: /s/ Wilbur A. Lettinga                                                               

Name:  Wilbur A. Lettinga                                                              

Title:   Manager                                                                                

Dutton Mill Village MHP Holding Company #2, LLC

By: /s/ Wilbur A. Lettinga                                                               

Name:  Wilbur A. Lettinga                                                              

Title:   Manager                                                                               

Hickory Hills Village MHP Holding Company #2, LLC

By: /s/ Wilbur A. Lettinga                                                               

Name:  Wilbur A. Lettinga                                                              

Title:   Manager                                                                                

Continuation of Signature Page to Registration Rights Agreement

Hidden Ridge RV Park Holding Company #2, LLC

By: /s/ Wilbur A. Lettinga                                                               

Name:  Wilbur A. Lettinga                                                              

Title:   Manager                                                                                

Holiday West Village MHP Holding Company #2, LLC

By: /s/ Wilbur A. Lettinga                                                               

Name:  Wilbur A. Lettinga                                                              

Title:   Manager                                                                                

Leisure Village MHP Holding Company #2, LLC

By: /s/ Wilbur A. Lettinga                                                               

Name:  Wilbur A. Lettinga                                                              

Title:   Manager                                                                                

Oak Island Village MHP Holding Company #2, LLC

By: /s/ Wilbur A. Lettinga                                                               

Name:  Wilbur A. Lettinga                                                              

Title:   Manager                                                                                

Continuation of Signature Page to Registration Rights Agreement

Pinebrook Village MHP Holding Company #2, LLC

By: /s/ Wilbur A. Lettinga                                                               

Name:  Wilbur A. Lettinga                                                              

Title:   Manager                                                                                

Southwood Village MHP Holding Company #2, LLC

By: /s/ Wilbur A. Lettinga                                                               

Name:  Wilbur A. Lettinga                                                              

Title:   Manager                                                                                

Sycamore Village MHP Holding Company #2, LLC

By: /s/ Wilbur A. Lettinga                                                               

Name:  Wilbur A. Lettinga                                                              

Title:   Manager                                                                                

Tamarac Village MHP Holding Company #2, LLC

By: /s/ Wilbur A. Lettinga                                                               

Name:  Wilbur A. Lettinga                                                              

Title:   Manager                                                                                

Continuation of Signature Page to Registration Rights Agreement

Warren Dunes Village MHP Holding Company #2, LLC

By: /s/ Wilbur A. Lettinga                                                               

Name:  Wilbur A. Lettinga                                                              

Title:   Manager                                                                                

Waverly Shores Village MHP Holding Company #2, LLC

By: /s/ Wilbur A. Lettinga                                                               

Name:  Wilbur A. Lettinga                                                              

Title:   Manager                                                                                

Windsor Woods Village MHP Holding Company #2, LLC

By: /s/ Wilbur A. Lettinga                                                               

Name:  Wilbur A. Lettinga                                                              

Title:   Manager                                                                                

Continuation of Signature Page to Registration Rights Agreement

/s/ Wilbur A. Lettinga                             

Wilbur A. Lettinga

/s/ William B. Lettinga                             

William B. Lettinga

/s/ Michael Lettinga                                

Michael Lettinga

Exhibit A

Series A-1 Preferred Units

Initial Holder Series A-1 Preferred Unit Holdings

EX-10.1

EXHIBIT I
 

TWO HUNDRED SEVENTY FIFTH AMENDMENT

TO THE

SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

OF

SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP

This Two Hundred Seventy fifth Amendment to the Second Amended and Restated Limited Partnership Agreement of Sun Communities Operating Limited Partnership (this “Amendment”) is made and entered into on June 23, 2011, but effective as of May 1, 2011 (“Effective Date”), by and between SUN COMMUNITIES, INC., a Maryland corporation (the “General Partner”), as the general partner of SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP, a Michigan limited partnership (the “Partnership”), and the holders of Series A-1 Preferred Units (as hereinafter defined) set forth on Exhibit A hereto (collectively, the “Series A-1 Preferred Partners”).

Recitals

A.           The Series A-1 Preferred Partners are or were direct or indirect owners of Kentland Corporation, a Michigan corporation, and certain of its affiliated entities (collectively, the “Kentland Entities”). The Kentland Entities, the Partnership and the Series A-1 Preferred Partners are parties to those certain Contribution Agreements (the “Contribution Agreements”), pursuant to which the Series A-1 Preferred Partners and the Kentland Entities have contributed certain assets (the “Contributed Assets”) to the Partnership in consideration for the issuance by the Partnership of Series A-1 Preferred Units.

B.           The signatories hereto desire to amend that certain Second Amended and Restated Limited Partnership Agreement of Sun Communities Operating Limited Partnership, dated as of April 30, 1996, as amended by those certain amendments numbered one through two hundred seventy four (collectively, as amended, the “Agreement”) as set forth herein; any capitalized term not defined herein shall have the respective meaning ascribed to it in the Agreement.

C.           Section 11 of the Agreement authorizes the General Partner, as the holder of more than fifty percent (50%) of the OP Units, to amend the Agreement.

Now, therefore, in consideration of the foregoing, of the mutual promises set forth herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree to continue the Partnership and amend the Agreement as follows:

1.           Admission of New Partners. As of the Effective Date, the Series A-1 Preferred Partners have contributed the Contributed Assets to the Partnership in exchange for the assumption by the Partnership of certain debt and the issuance by the Partnership to the Series A-1 Preferred Partners of an aggregate of 455,476 Series A-1 Preferred Units.  The Series A-1 Preferred Units issued to the Series A-1 Preferred Partners have been duly issued and fully paid.  The Series A-1 Preferred Partners are hereby admitted to the Partnership as new Limited Partners, and by execution of this Amendment the Series A-1 Preferred Partners have agreed to be bound by all of the terms and conditions of the Agreement, as amended hereby, and hereby acknowledge receipt of a copy of the Agreement.  Exhibit A of the Agreement is hereby deleted in its entirety and is replaced with Exhibit A to this Amendment.

2.           Investment Representations.  Each Series A-1 Preferred Partner hereby represents and warrants to the Partnership as follows. Each Series A-1 Preferred Partner hereby agrees to indemnify the Partnership, the General Partner and its directors, officers, employees and agents, against all liability, damages, loss, costs and expenses (including reasonable attorneys' fees and expenses) which any of them may incur by reason of the falsity of any representation or breach of any warranty made by such Series A-1 Preferred Partner.

(a)           Such Series A-1 Preferred Partner has been furnished with or has had access to, and has carefully reviewed, the periodic filings of the General Partner made with the Securities and Exchange Commission, the organizational documents of the Partnership and such other documents relating to the General Partner and the Partnership as it may have requested.  Such Series A-1 Preferred Partner has relied solely on the information contained therein and has not received or relied upon any other representations, warranties or assurances of the Partnership or the General Partner or any persons acting on their behalf, whether written or oral, other than the representations and warranties set forth in the Contribution Agreements. Such Series A-1 Preferred Partner understands that all documents, records and books pertaining to its investment in Series A-1 Preferred Units have been made available for inspection by it and its attorneys, accountants, investment advisors and other representatives.  Such Series A-1 Preferred Partner and its advisors and representatives have had a reasonable opportunity to ask questions of and receive answers from the Partnership and the General Partner, or a person or persons acting on its behalf, concerning the terms and conditions of the issuance of the Series A-1 Preferred Units and the business, affairs and prospects of the Partnership and the General Partner, and all such questions have been answered to such Series A-1 Preferred Partner’s full satisfaction.

(b)           The Series A-1 Preferred Units were not offered for sale to such Series A-1 Preferred Partner by means of: (i) an advertisement, article, notice, letter, circular or other communication published in any newspaper, magazine or similar medium or by other written communication or broadcast over television or radio; or (ii) a seminar or meeting held pursuant to public invitation or announcement; or (iii) any other form of general solicitation or advertising.

(c)           Such Series A-1 Preferred Partner, if an individual, is a citizen of the United States of America, and is at least 21 years of age.

(d)           If such Series A-1 Preferred Partner is an entity, (i) it is duly organized, validly existing and in good standing under all laws applicable to it and has full power and authority to acquire the Series A-1 Preferred Units, and (ii) those persons executing this Amendment on behalf of such Series A-1 Preferred Partner are duly authorized to act for and bind it.

(e)           Such Series A-1 Preferred Partner and its shareholders, members, partners or beneficiaries (if any) have adequate means of providing for their current needs and possible personal contingencies, have no need for liquidity in its investment in the Series A-1 Preferred Units, are able to bear the substantial economic risks of an investment in the Series A-1 Preferred Units for an indefinite period, and at the present time could afford a complete loss of the investment. Such Series A-1 Preferred Partner has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of this investment.

(f)           Such Series A-1 Preferred Partner recognizes that there is substantial economic risk associated with an investment in the Series A-1 Preferred Units, which could result in a complete loss of investment.

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(g)           Such Series A-1 Preferred Partner understands, or has consulted with its tax advisors concerning, the tax consequences of an investment in the Series A-1 Preferred Units.  Such Series A-1 Preferred Partner has not received or relied upon any representations, warranties or assurances of the Partnership, the General Partner, or any persons acting on their behalf concerning the tax aspects of an investment in the Series A-1 Preferred Units.

(h)           Such Series A-1 Preferred Partner understands that the Series A-1 Preferred Units have not been registered under the Securities Exchange Act of 1933, as amended (the “Securities Act”), or the securities laws of any state.  Such Series A-1 Preferred Partner will not sell or otherwise transfer any the Series A-1 Preferred Units or shares of the General Partner’s common stock which for which they may be exchanged unless they are registered under the Securities Act and any applicable state securities laws, or pursuant to an exemption from such registration satisfactory to the General Partner.  Such Series A-1 Preferred Partner is purchasing the Series A-1 Preferred Units and, upon their exchange, shares of the General Partner’s common stock, solely for its own account for investment only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest in such Series A-1 Preferred Units or shares of common stock.

(i)           Such Series A-1 Preferred Partner understands that it may not be able to sell or dispose of the Series A-1 Preferred Units as there is no public market for them. Such Series A-1 Preferred Partner further understands that the terms of Section 9 of the Agreement restrict their sale or transfer.

3.           Sections 3.1, 3.2 and 3.9.  Sections 3.1, 3.2 and 3.9 of the Agreement are hereby deleted in their entirety and replaced with the following:

“3.1           OP Units

The Partners’ interests in the Partnership are expressed in terms of OP Units and each Partner has been issued OP Units corresponding to the agreed value of its capital contribution.  OP Units consist of Common OP Units, Preferred OP Units, Series A Preferred Units, Series A-1 Preferred Units, Series B Preferred Units, Series B-1 Preferred Units, Series B-2 Preferred Units and Series B-3 Preferred Units.

3.2           Common OP Units

The holders of the Common OP Units shall be entitled to receive distributions in accordance with Section 4.3, after payment of all accrued (i) Preferred Dividends, (ii) Series A-1 Priority Return, (iii) Series A Priority Return, (iv) Series B Priority Return, (v) Series B-1 Priority Return, (vi) Series B-2 Priority Return, and (vii) Series B-3 Priority Return.  No distribution shall be made in respect of Common OP Units while any accrued ((i) Preferred Dividends, (ii) Series A-1 Priority Return, (iii) Series A Priority Return, (iv) Series B Priority Return, (v) Series B-1 Priority Return, (vi) Series B-2 Priority Return, or (vii) Series B-3 Priority Return remains unpaid unless all such unpaid amounts are paid simultaneously with such distribution.”

“3.9           Withdrawals

No Partner shall be entitled to withdraw any portion of its capital account, except by way of distributions pursuant to Sections 4.3, 8.2, 16, 17 and 18 hereof.”

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4.           Section 4.2 (a)(v) of the Agreement is hereby deleted in its entirety and replaced with the following:

“(v)           fifth, with respect to OP Units other than Series A Preferred Units, pro rata in proportion to the number of OP Units other than Series A Preferred Units, held by each such Partner as of the last day of the period for which such allocation is being made; provided, however, that the profits allocated to any Preferred OP Units, Series A-1 Preferred Units, Series B Preferred Units, Series B-1 Preferred Units, Series B-2 Preferred Units and Series B-3 Preferred Units pursuant to this Section 4.2(b)(v) for any calendar year shall not exceed the amount of Preferred Dividends, Series A-1 Priority Return, Series B Priority Return, Series B-1 Priority Return, Series B-2 Priority Return and Series B-3 Priority Return, respectively, thereon for that calendar year, and any such excess profits remaining after the application of such limitation shall be allocated to the holders of the Common OP Units, pro rata.”

5.           Section 8.2(a) of the Agreement is hereby deleted in its entirety and replaced with the following:

“8.2           Liquidating Distributions; Restoration of Capital Account Deficits

Upon the liquidation of the Partnership or any Partner’s interest in the Partnership, within the meaning of the Allocation Regulations:

(a)           The capital accounts of the holders of the OP Units shall be adjusted to reflect the manner in which any unrealized income, gain, loss and deduction inherent in the Partnership’s property, which has not previously been reflected in the Partners’ capital accounts, would be allocated among the Partners if there were a taxable disposition of such property at fair market value on the date of distribution.  Any resulting increase in the Partners’ capital accounts shall be allocated (i) first to the holders of the Preferred OP Units, Series A-1 Preferred Units and Series A Preferred Units in proportions and amounts sufficient to bring their respective capital account balances up to the amount of the Issue Prices of their respective Preferred OP Units, Series A-1 Preferred Units and Series A Preferred Units plus accrued and unpaid Preferred Dividends, Series A-1 Priority Return or Series A Priority Return, as the case may be, thereon, (ii) second to the holders of the Series B Cumulative Preferred Units in proportions and amounts sufficient to bring their respective capital account balances up to the amount of the Issue Price of the Series B Cumulative Preferred Units plus accrued and unpaid Series B Priority Return, Series B-1 Priority Return, Series B-2 Priority Return and Series B-3 Priority Return, as applicable, thereon, and (iii) third (if any) to the Common OP Units.  Any resulting decrease in the Partners’ capital accounts shall first be allocated (i) first to the holders of the Common OP Units in proportions and amounts sufficient to reduce their respective capital account balances to zero, (ii) second to the holders of Series B Cumulative Preferred Units in proportions and amounts sufficient to reduce their respective capital account balances to zero, (iii) third to the holders of the Preferred OP Units, Series A-1 Preferred Units and Series A Preferred Units in proportions and amounts sufficient to reduce their respective capital account balances to zero, and (iv) fourth (if any) to the General Partner.  Liquidating distributions shall be made in accordance with the positive capital account balances of the Partners, after giving effect to such adjustment and other capital account adjustments for the current year, as provided in the Allocation Regulations.

6.           Section 14.  Section 14 of the Agreement is hereby amended as follows:

(a)           The second sentence of the definition of “OP Units” is hereby deleted in its entirety and replaced with the following: “OP Units consist of Common OP Units, Preferred OP

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     Units, Series A-1 Preferred Units, Series A Preferred Units, Series B Preferred Units, Series B-1 Preferred Units, Series B-2 Preferred Units and Series B-3 Preferred Units.”

(b)           The following new definitions are inserted in Section 14 (Definitions) so as to preserve alphabetical order:

“Common Stock Fair Market Value” shall mean, with respect to any Series A-1 Exchange Date, the average closing price of a share of the General Partner’s common stock for the 10 consecutive trading days preceding such Series A-1 Exchange Date on the principal national securities exchange on which the shares of the General Partner’s common stock are listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, the average of the reported bid and asked prices during such 10 trading day period in the over-the-counter market as furnished by the National Quotation Bureau, Inc., or, if such firm is not then engaged in the business of reporting such prices, as furnished by any member of the National Association of Securities Dealers, Inc. selected by the General Partner or, if the shares of Common Stock or securities are not publicly traded, the Common Stock Fair Market Value for such day shall be the fair market value thereof determined jointly by the General Partner and the holder(s) of Series A-1 Preferred Units that are exchanging such Series A-1 Preferred Units for shares of the General Partner’s common stock; provided, however, that if such parties are unable to reach agreement within a reasonable period of time, the Common Stock Fair Market Value shall be determined in good faith by an independent investment banking firm selected jointly by the General Partner and such holder(s) of Series A-1 Preferred Units or, if that selection cannot be made within five days, by an independent investment banking firm selected by the American Arbitration Association in accordance with its rules.

“Series A-1 Exchange Date” shall mean the date specified in a Series A-1 Exchange Notice on which the holder of Series A-1 Preferred Units proposes to exchange Series Preferred Units for shares of the General Partner’s common stock; provided, however, that the proposed Series A-1 Exchange Date (i) must be a Business Day, and (ii) may not be less than three Business Days, nor more than more than 15 Business Days, after the date such Series A-1 Exchange Notice is delivered.

“Series A-1 Exchange Notice” shall mean a written notice delivered by a holder of Series A-1 Preferred Units to the General Partner of such holder’s election to exchange Series A-1 Preferred Units for shares of the General Partner’s common stock. Each Series A-1 Exchange Notice must specify the number of Series A-1 Preferred Units to be exchanged and the proposed Series A-1 Exchange Date.

“Series A-1 Issuance Date” shall mean June 23, 2011.

“Series A-1 Preferred Partners” shall mean the holders of Series A-1 Preferred Units set forth on Exhibit A hereto, as it may be amended from time to time, and their respective successors and permitted assigns.

“Series A-1 Preferred Units” shall have the meaning set forth therefor in Section 18.2 hereof.

“Series A-1 Priority Return” shall have the meaning set forth therefor in Section 18.1 hereof.

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7.           The following new Section 18 of the Agreement is inserted in the Agreement after Section 17 thereof:

“18. Series A-1 Preferred Units.

Section 18.1                      Definitions. The term “Series A-1 Parity Preferred Units” shall mean the Preferred Units and any other class or series of OP Units of the Partnership now or hereafter authorized, issued or outstanding and expressly designated by the Partnership to rank on parity with the Series A-1 Preferred Units with respect to distributions and rights upon voluntary or involuntary liquidation, winding-up or dissolution of the Partnership.  The term “Series A-1 Priority Return” shall mean an amount equal to the Applicable Rate, multiplied by the stated amount of $100 per Series A-1 Preferred Unit, multiplied by the number of outstanding Series A-1 Preferred Units, cumulative to the extent not distributed for any given distribution period pursuant to Section 4.3 hereof.  The term “Applicable Rate” shall mean: (i) from the date of this Amendment through the first anniversary of the date of this Amendment, 5.1% per annum (determined on the basis of a 365 day year), (ii) from the day immediately after the first anniversary of the date of this Amendment through the second anniversary of the date of this Amendment, 5.1% per annum (determined on the basis of a 365 day year), and (iii) thereafter, 6.0% per annum (determined on the basis of a 365 day year).

Section 18.2                      Designation and Number.  A series of OP Units in the Partnership designated as the “Series A-1 Preferred Units” is hereby established. The number of Series A-1 Preferred Units shall be 455,476. Notwithstanding anything to the contrary in this Agreement, (a) the Series A-1 Preferred Units shall be pari passu with the Preferred Units with respect to distributions and allocations, and (b) the Series A-1 Preferred Units shall be deemed to be “Preferred Units” for the purposes of Sections 4.3 and 17.3 of the Agreement.

Section 18.3                      Distributions.

(a)           Payment of Distributions.

(i)           Subject to the rights of holders of Series A Preferred Units, Parity Preferred Units, Preferred OP Units and Series A-1 Parity Preferred Units as to the payment of distributions pursuant to Sections 4.3, 8.2 and 16.3 of the Agreement, holders of Series A-1 Preferred Units shall be entitled to receive, when, as and if declared by the Partnership acting through the General Partner, out ofthe Partnership’s available cash, the Series A-1 Priority Return.

(ii)           All distributions shall be cumulative, shall accrue from the original date of issuance and will be payable quarterly (such quarterly periods for purposes of payment and accrual will be the quarterly periods ending on the dates specified in this sentence) in arrears, on March 31, June 30, September 30 and December 31 of each year, (each a "Series A-1 Preferred Unit Distribution Payment Date”).  The amount of the distribution payable for any period will be computed on the basis of a 365-day year and for any period shorter than a full quarterly period for which distributions are computed, the amount of the distribution payable will be computed based on the ratio of the actual number of days elapsed in such period to the actual number of days in such quarterly period.  If any date on which distributions are to be made on the Series A-1 Preferred Units is not a Business Day (as defined in Section 14), then payment of the

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 distribution to be made on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date.  Distributions on the Series A-1 Preferred Units will be made to the holders of record of the Series A-1 Preferred Units on the relevant record dates to be fixed by the Partnership acting through the General Partner, which record dates shall in no event exceed fifteen (15) Business Days prior to the relevant Series A-1 Preferred Unit Distribution Payment Date.

(b)           Distributions Cumulative.  Distributions on the Series A-1 Preferred Units will accrue whether or not the terms and provisions of any agreement of the Partnership, including any agreement relating to its indebtedness at any time prohibit the declaration, setting aside for payment or current payment of distributions, whether or not the Partnership has earnings, whether or not there are funds legally available for the payment of such of such distributions and whether or not such distributions are authorized.  Accrued but unpaid distributions on the Series A-1 Preferred Units will accumulate as of the Series A-1 Preferred Unit Distribution Payment Date on which they first become payable.  Distributions on account of arrears for any past distribution periods may be declared and paid at any time, without reference to a regular Series A-1 Preferred Unit Distribution Payment Date to holders of record of the Series A-1 Preferred Units on the record date fixed by the Partnership acting through the General Partner which date shall not exceed fifteen (15) Business Days prior to the payment date.  Accumulated and unpaid distributions will not bear interest.

(c)           Priority as to Distributions.

(i)           So long as any Series A-1 Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of OP Units of the Partnership ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series A-1 Preferred Units (collectively, “Series A-1 Junior Units”), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series A-1 Preferred Units, any Series A-1 Parity Preferred Units or any Series A-1 Junior Units, unless, in each case, all distributions accumulated on all Series A-1 Preferred Units and all classes and series of outstanding Series A-1 Parity Preferred Units have been paid in full.  The foregoing sentence will not prohibit (a) distributions payable solely in OP Units ranking junior to the Series A-1 Preferred Units as to the payment of distributions and rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, (b) the conversion of Series A-1 Junior Units or Series A-1 Parity Preferred Units into OP Units of the Partnership ranking junior to the Series A-1 Preferred Units as to distributions and rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, or (c) the redemption of OP Units corresponding to any Junior Stock (as defined in the Series A Articles Supplementary) to be purchased by the General Partner pursuant to Article VII of the Charter to preserve the General Partner’s status as a real estate investment trust, provided that such redemption

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 shall be upon the same terms as the corresponding purchase pursuant to Article VII of the Charter.

(ii)           So long as distributions have not been paid in full (or a sum sufficient for such full payment is not irrevocably deposited in trust for immediate payment) upon the Series A-1 Preferred Units, all distributions authorized and declared on the Series A-1 Preferred Units and all classes or series of outstanding Series A-1 Parity Preferred Units shall be authorized and declared so that the amount of distributions authorized and declared per Series A-1 Preferred Unit and such other classes or series of Series A-1 Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A-1 Preferred Unit and such other classes or series of Series A-1 Parity Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Series A-1 Parity Preferred Units do not have cumulative distribution rights) bear to each other.

(iii)           The Series A-1 Preferred Units and any Series A-1 Parity Preferred Units shall be deemed to be “Junior Units” as defined in Section 16.3(c) hereof, and so long as any Series A Preferred Units or Parity Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to the Series A-1 Preferred Units or any Series A-1 Parity Preferred Units, nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series A-1 Preferred Units or Series A-1 Parity Preferred Units unless, in each case, all distributions accumulated on all Series A Preferred Units and all classes and series of outstanding Parity Preferred Units have been paid in full.

(d)           Distributions on OP Units held by General Partner.  Notwithstanding anything to the contrary herein, distributions on OP Units held by the General Partner may be made, without preserving the priority of distributions described in Section 18.3(c)(i) and (ii), but only to the extent such distributions are required to preserve the real estate investment trust status of the General Partner.

(e)           No Further Rights.  Holders of Series A-1 Preferred Units shall not be entitled to any distributions, whether payable in cash, other property or otherwise, in excess of the full cumulative distributions described herein.

Section 18.4                      Liquidation Proceeds.

(a)           Notice. Written notice of any voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by (i) fax and (ii) by first class mail, postage pre-paid, not less than thirty (30) and not more than sixty (60) days prior to the payment date stated therein, to each record holder of the Series A-1 Preferred Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnership.

(b)           No Further Rights.  After payment of the full amount of the liquidating distributions to which they are entitled pursuant to Section 8.2 hereof, the holders of

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 Series A-1 Preferred Units will have no right or claim to any of the remaining assets of the Partnership.

(c)           Consolidation, Merger or Certain Other Transactions.  The voluntary sale, conveyance, lease, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the General Partner to, or the consolidation or merger or other business combination of the Partnership with or into, any corporation, trust, partnership, limited liability company or other entity (or of any corporation, trust, partnership, limited liability company or other entity with or into the Partnership) shall not be deemed to constitute a liquidation, dissolution or winding-up of the Partnership.

Section 18.5                      Voting Rights.  Holders of the Series A-1 Preferred Units will not have any voting rights or right to consent to any matter requiring the consent or approval of the Limited Partners.

Section 18.6                      Transfer Restrictions.  The Series A-1 Preferred Units shall be subject to the provisions of Section 9 of the Agreement.

Section 18.7                      Exchange Rights.

(a)           Series A-1 Preferred Units.  The holders of Series A-1 Preferred Units shall be entitled to exchange Series A-1 Preferred Units for shares of the General Partner’s common stock, at their option, on the following terms and subject to the following conditions:

(i)           At any time after the date of this Amendment, each holder of Series A-1 Preferred Units at its option may exchange each of its Series A-1 Preferred Units for that number of shares of the General Partner’s common stock equal to the quotient obtained by dividing $100.00 by $41.00; provided, however, that no Series A-1 Preferred Units may be exchanged on any proposed Series A-1 Exchange Date pursuant to this Section 18.7 unless at least 1,000 Series A-1 Preferred Units, in the aggregate, are exchanged by one or more holders thereof on such Series A-1 Exchange Date pursuant to Series A-1 Exchange Notices. Each holder of Series A-1 Preferred Units that has delivered a Series A-1 Exchange Notice to the General Partner may rescind such Series A-1 Exchange Notice by delivering written notice of such rescission to the General Partner prior to the Series A-1 Exchange Date specified in the applicable Series A-1 Exchange Notice.

(ii)           The exchange rate is subject to adjustment upon subdivisions, stock splits, stock dividends, combinations and reclassification of the common stock of the General Partner.

(iii)           In case the General Partner shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of the General Partner's capital stock or sale of all or substantially all of the General Partner's assets), in each case as a result of which the General Partner’s common stock will be converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), each Series A-1 Preferred Unit will thereafter be convertible or exchangeable into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder of that number of shares of the General Partner’s common stock or fraction thereof into which

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 one Series A-1 Preferred Unit was convertible or exchangeable immediately prior to such transaction.

(iv)           Limitations on Exchange.  Notwithstanding anything to the contrary in this Section 18.7(a):

(A)           Upon tender of any Series A-1 Preferred Units to the General Partner pursuant to that Section, the General Partner may issue cash in lieu of stock to the extent necessary to prevent the recipient from violating the Ownership Limitations of Section 2 of Article VII of the Charter, or corresponding provisions of any amendment or restatement thereof; and

(B)           A holder of Series A-1 Preferred Units will not have the right to exchange Series A-1 Preferred Units for the General Partner’s common stock if (1) in the opinion of counsel for the General Partner, the General Partner would no longer qualify or its status would be seriously compromised as a real estate investment trust under the Internal Revenue Code as a result of such exchange; or (2) such exchange would, in the opinion of counsel for the General Partner, constitute or be likely to constitute a violation of applicable securities laws.

(C)           The General Partner shall not be required to issue fractions of shares of common stock upon exchange of Series A-1 Preferred Units. If any fraction of a share of Common Stock would be issuable upon exchange of Series A-1 Preferred Units, the General Partner shall, in lieu of delivering such fraction of a share of common stock, make a cash payment to the exchanging holder of Series A-1 Preferred Units in an amount equal to the same fraction of the Common Stock Fair Market Value determined as of the Series A-1 Exchange Date.

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(v)           Reservation of Common Stock.  The General Partner shall at all times reserve and keep available a sufficient number of authorized but unissued shares of common stock to permit the exchange of all of the outstanding Series A-1 Preferred Units pursuant to this Section 18.7.

(b)           Procedure for Exchange.

(i)           Any exchange described in Section 18.7(a) above shall be exercised pursuant to a delivery of a Series A-1 Exchange Notice to the General Partner by the holder who is exercising such exchange right, by (A) fax and (B) by certified mail postage prepaid.  The Series A-1 Exchange Notice and certificates, if any, representing such Series A-1 Preferred Unit to be exchanged shall be delivered to the office of the General Partner maintained for such purpose.  Currently, such office is:

Sun Communities, Inc.

27777 Franklin Road, Suite 200

Southfield, Michigan 48034

Any exchange hereunder shall be effective as of the close of business on the Series A-1 Exchange Date.  The holders of the exchanged Series A-1 Preferred Units shall be deemed to have surrendered the same to the General Partner, and the General Partner

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 shall be deemed to have issued shares of common stock of the General Partner at the close of business on the Series A-1 Exchange Date.

(d)           Payment of Series A-1  Priority Return.  On the Series A-1 Preferred Unit Distribution Payment Date next following each the Series A-1 Exchange Date, the holders of Series A-1 Preferred Units, which exchanged on such date shall be entitled to Series A-1 Priority Return in an amount equal to a prorated portion of the Series A-1 Priority Return based on the number of days elapsed from the prior Series A-1 Preferred Unit Distribution Payment Date through, but not including, the Series A-1 Exchange Date.

Section 18.8 Restrictions Included in Contribution Agreements.  Each Series A-1 Preferred Partner acknowledges and agrees that, notwithstanding anything to the contrary in this Amendment or the Agreement, (a) the transfer or exchange of a portion of the Series A-1 Preferred Units are restricted by the provisions of the Contribution Agreements, and (b) such Series A-1 Preferred Partner shall not transfer or exchange any Series A-1 Preferred Units in violation of any such restrictive provisions.

Section 18.9                      No Sinking Fund.  No sinking fund shall be established for the retirement or redemption of Series B Cumulative Preferred Units.

8.           Governing Law.  This Amendment shall be interpreted and enforced according to the laws of the State of Michigan.

9.           Full Force and Effect.  Except as amended by the provisions hereof, the Agreement, as previously amended, shall remain in full force and effect in accordance with its terms and is hereby ratified, confirmed and reaffirmed by the undersigned for all purposes and in all respects.

10.           Successors/Assigns.  This Amendment shall be binding upon and shall inure to the benefit of the parties hereto, their respective legal representatives, successors and assigns.

11.           Counterparts.  This Amendment may be executed in counterparts, all of which together shall constitute one agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart.  Reproductions (photographic, facsimile or otherwise) of this Amendment may be made and relied upon to the same extent as though such reproduction was an original.

[The remainder of this page intentionally left blank]

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In witness whereof, the undersigned have executed this Amendment as of the day and year first above written.

GENERAL PARTNER:

Sun Communities, Inc., a Maryland corporation

By:  /s/ Jonathan M. Colman

        Jonathan M. Colman, Executive Vice President

SERIES A-1 PREFERRED PARTNERS:

Apple Carr Village MHP Holding Company #2, LLC

By: /s/ Wilbur A. Lettinga                                                                                                            

Name:   Wilbur A. Lettinga                                                                                                            

Title:  Manager                                                                                                                                       

Brookside Village MHP Holding Company #2, LLC

By: /s/ Wilbur A. Lettinga                                                                                                            

Name:   Wilbur A. Lettinga                                                                                                            

Title:  Manager                                                                                                                                       

Cider Mill Village MHP Holding Company #2, LLC

By: /s/ Wilbur A. Lettinga                                                                                                            

Name:   Wilbur A. Lettinga                                                                                                            

Title:  Manager                                                                                                                                       

12

Continuation of Signature Page to 275th Amendment

Country Hills Village MHP Holding Company #2, LLC

By: /s/ Wilbur A. Lettinga                                                                                                            

Name:   Wilbur A. Lettinga                                                                                                            

Title:  Manager                                                                                                                                       

Country Meadows Village MHP Holding Company #2, LLC

By: /s/ Wilbur A. Lettinga                                                                                                            

Name:   Wilbur A. Lettinga                                                                                                            

Title:  Manager                                                                                                                                       

Dutton Mill Village MHP Holding Company #2, LLC

By: /s/ Wilbur A. Lettinga                                                                                                            

Name:   Wilbur A. Lettinga                                                                                                            

Title:  Manager                                                                                                                                       

Hickory Hills Village MHP Holding Company #2, LLC

By: /s/ Wilbur A. Lettinga                                                                                                            

Name:   Wilbur A. Lettinga                                                                                                            

Title:  Manager                                                                                                                                       

13

Continuation of Signature Page to 275th Amendment

Hidden Ridge RV Park Holding Company #2, LLC

By: /s/ Wilbur A. Lettinga                                                                                                            

Name:   Wilbur A. Lettinga                                                                                                            

Title:  Manager                                                                                                                                       

Holiday West Village MHP Holding Company #2, LLC

By: /s/ Wilbur A. Lettinga                                                                                                            

Name:   Wilbur A. Lettinga                                                                                                            

Title:  Manager                                                                                                                                       

Leisure Village MHP Holding Company #2, LLC

By: /s/ Wilbur A. Lettinga                                                                                                            

Name:   Wilbur A. Lettinga                                                                                                            

Title:  Manager                                                                                                                                       

Oak Island Village MHP Holding Company #2, LLC

By: /s/ Wilbur A. Lettinga                                                                                                            

Name:   Wilbur A. Lettinga                                                                                                            

Title:  Manager                                                                                                                                       

14

Continuation of Signature Page to 275th Amendment

Pinebrook Village MHP Holding Company #2, LLC

By: /s/ Wilbur A. Lettinga                                                                                                            

Name:   Wilbur A. Lettinga                                                                                                            

Title:  Manager                                                                                                                                       

Southwood Village MHP Holding Company #2, LLC

By: /s/ Wilbur A. Lettinga                                                                                                            

Name:   Wilbur A. Lettinga                                                                                                            

Title:  Manager                                                                                                                                       

Sycamore Village MHP Holding Company #2, LLC

By: /s/ Wilbur A. Lettinga                                                                                                            

Name:   Wilbur A. Lettinga                                                                                                            

Title:  Manager                                                                                                                                       

Tamarac Village MHP Holding Company #2, LLC

By: /s/ Wilbur A. Lettinga                                                                                                            

Name:   Wilbur A. Lettinga                                                                                                            

Title:  Manager                                                                                                                                       

15

Warren Dunes Village MHP Holding Company #2, LLC

By: /s/ Wilbur A. Lettinga                                                                                                            

Name:   Wilbur A. Lettinga                                                                                                            

Title:  Manager                                                                                                                                       

Waverly Shores Village MHP Holding Company #2, LLC

By: /s/ Wilbur A. Lettinga                                                                                                            

Name:   Wilbur A. Lettinga                                                                                                            

Title:  Manager                                                                                                                                       

Windsor Woods Village MHP Holding Company #2, LLC

By: /s/ Wilbur A. Lettinga                                                                                                            

Name:   Wilbur A. Lettinga                                                                                                            

Title:  Manager                                                                                                                                       

[Signature page to 275th Amendment]

16

Continuation of Signature Page to 275th Amendment

 /s/ Wilbur A. Lettinga                                                                     

Wilbur A. Lettinga

/s/ William B. Lettinga                                                                   

William B. Lettinga

/s/ Michael Lettinga                                                                     

Michael Lettinga

17

EX-10.2

 

TERM LOAN AGREEMENT

by and between

Cider Mill Village Mobile Home Park, LLC,

a Michigan limited liability company

Country Hills Village Mobile Home Park, LLC,

a Michigan limited liability company

Country Meadows Village Mobile Home Park, LLC,

a Michigan limited liability company

Sun Orange City LLC,

a Michigan limited liability company

as Borrowers

and

Bank of America, N.A.,

a national banking association,

as Lender,

with respect to

Cider Mill Village, 425 Cider Mill Drive, Middleville, Barry County, Michigan

Country Hills Village, 2200 Riley Street, Jamestown Township, Ottawa County Michigan

Country Meadows Village, 5051 76th Street SE, Caledonia Township, Kent County, Michigan

Orange City Village, Orange City, Florida

Article I General Information............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................		1
Section 1.1	Conditions to Closing..................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	1
Section 1.2	Schedules.......................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	1
Section 1.3	Defined Terms...............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	1
Article II Terms of the Loan.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................		1
Section 2.1	The Loan........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	1
Section 2.2	Advance.........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	2
Section 2.3	Closing Fee....................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	2
Section 2.4	Liability of Lender.........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	2
Article III Representations and Warranties...................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................		2
Section 3.1	Organization, Power and Authority of Borrower; Loan Documents....................................................................................................................................................................................................................................................................................................................................................................................................................................................................	2
Section 3.2	Other Documents; Laws..............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	2
Section 3.3	Taxes...............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	2
Section 3.4	Legal Actions................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	3
Section 3.5	Nature of Loan..............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	3
Section 3.6	Trade Names.................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	3
Section 3.7	Financial Statements....................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	3
Section 3.8	No Material Adverse Change.....................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	3
Section 3.9	ERISA and Prohibited Transactions.........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	3
Section 3.10	Compliance with Laws and Zoning and Other Requirements; Encroachments..................................................................................................................................................................................................................................................................................................................................................................................................................................................	3
Section 3.11	Utilities; Roads; Access..............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	4
Section 3.12	Other Liens....................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	4
Section 3.13	No Defaults....................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	4
Article IV Affirmative Covenants and Agreements......................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................		4
Section 4.1	Compliance with Laws; Use of Proceeds..................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	4
Section 4.2	Inspections; Cooperation............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	4
Section 4.3	Payment and Performance of Contractual Obligations...........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	4
Section 4.4	Insurance........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	5
Section 4.5	Adjustment of Condemnation and Insurance Claims..............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	6
Section 4.6	Utilization of Net Proceeds..........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	6
Section 4.7	Management..................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	7
Section 4.8	Books and Records; Financial Statements; Tax Returns........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	7
Section 4.9	Estoppel Certificates.....................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	8
Section 4.10	Taxes; Tax Receipts......................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	8
Section 4.11	Lender’s Rights to Pay and Perform..........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	8
Section 4.12	Reimbursement; Interest..............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	8
Section 4.13	Notification by Borrower.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	8

i

Section 4.14	Indemnification by Borrower......................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	8
Section 4.15	Fees and Expenses.......................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	9
Section 4.16	Appraisals......................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	9
Section 4.17	Leasing and Tenant Matters.......................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	9
Section 4.18	Preservation of Rights.................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	9
Section 4.19	Income from Property..................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	9
Section 4.20	Representations and Warranties...............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	10
Section 4.21	Debt Service Coverage Ratio......................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	10
Section 4.22	Swap Contracts.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	10
Article V Negative Covenants.........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................		10
Section 5.1	Conditional Sales..........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	10
Section 5.2	Insurance Policies and Bonds....................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	10
Section 5.3	Additional Debt............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	10
Article VI Events of Default.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................		10
Section 6.1	Payment Default...........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	11
Section 6.2	Default Under Other Loan Documents.....................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	11
Section 6.3	Accuracy of Information; Representations and Warranties.................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	11
Section 6.4	Deposits.........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	11
Section 6.5	Insurance Obligations.................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	11
Section 6.6	Other Obligations.........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	11
Section 6.7	Construction Lien.........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	11
Section 6.8	Bankruptcy....................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	12
Section 6.9	Appointment of Receiver, Trustee, Liquidator........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	12
Section 6.10	Inability to Pay Debts..................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	12
Section 6.11	Judgment.......................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	12
Section 6.12	Dissolution; Change in Business Status..................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	12
Section 6.13	Default Under Other Indebtedness...........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	12
Section 6.14	Change in Controlling Interest...................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	12
Article VII Remedies on Default......................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................		13
Section 7.1	Remedies on Default....................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	13
Section 7.2	No Release or Waiver; Remedies Cumulative and Concurrent.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................	13
Article VIII Miscellaneous................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................		13
Section 8.1	Further Assurances; Authorization to File Documents.........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	13
Section 8.2	No Warranty by Lender..............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	14
Section 8.3	Standard of Conduct of Lender..................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	14
Section 8.4	No Partnership..............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	14
Section 8.5	Severability....................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	14
Section 8.6	Notices...........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	15
Section 8.7	Permitted Successors and Assigns; Disclosure of Information...........................................................................................................................................................................................................................................................................................................................................................................................................................................................................	16

ii

Section 8.8	Modification; Waiver...................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	17
Section 8.9	Third Parties; Benefit...................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	17
Section 8.10	Rules of Construction..................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	17
Section 8.11	Counterparts..................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	17
Section 8.12	Governing Law..............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	17
Section 8.13	Time of Essence............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	17
Section 8.14	Electronic Transmission of Data................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	18
Section 8.15	Dispute Resolution......................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	18
Section 8.16	Forum.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	19
Section 8.17	WAIVER OF JURY TRIAL........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	20
Section 8.18	USA Patriot Act Notice...............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	20
Section 8.19	Entire Agreement..........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	20

iii

	Schedules to Term Loan Agreement
Schedule 1	Definitions
Schedule 2	Leasing and Tenant Matters
Schedule 3	Swap Contracts

iv

Term Loan Agreement

This Term Loan Agreement (this “Agreement”) is made as of the 23rd day of June, 2011, by and between Cider Mill Village Mobile Home Park, LLC, a Michigan limited liability company; Country Hills Village Mobile Home Park, LLC, a Michigan limited liability company; and Country Meadows Village Mobile Home Park, LLC, a Michigan limited liability company; and Sun Orange City LLC, a Michigan limited liability company (collectively, the “Borrower”), and Bank of America, N.A., a national banking association (“Lender”).

Recitals

Borrower has applied to Lender for a loan for the purpose of acquiring the real property that will serve as security for the loan.  Lender has agreed to make the loan on the terms and conditions set forth in this Agreement and in the other documents evidencing and securing the loan.

Now, therefore, in consideration of the premises, and in further consideration of the mutual covenants and agreements herein set forth, the parties covenant and agree as follows:

Agreements

Article I

General Information.

Section 1.1                      Conditions to Closing.

The conditions precedent to closing the Loan and recording the Mortgages are set forth in the Closing Checklist and have been satisfied.

Section 1.2                      Schedules.

The Schedules attached to this Agreement are incorporated herein and made a part hereof.

Section 1.3                      Defined Terms.

Capitalized terms in this Agreement shall have the meanings ascribed to such terms in the Preamble hereto and in Schedule 1.

Article II

Terms of the Loan.

Section 2.1                      The Loan.

Borrower agrees to borrow the Loan from Lender, and Lender agrees to lend the Loan to Borrower, subject to the terms and conditions herein set forth, in an amount not to exceed the Loan Amount.  Interest shall accrue and be payable in arrears only on sums advanced hereunder for the period of time outstanding.  The Loan is not a revolving loan; amounts repaid may not be re-borrowed.

PAGE 1

Section 2.2                      Advance.

At closing, Lender shall advance Loan proceeds in the amounts, and to the parties, specified in the closing statement agreed upon between Borrower and Lender.

Section 2.3                      Closing Fee.

At closing, Borrower shall pay a loan fee in the amount of $80,708.00.  In the event the Loan has not been paid down by an amount that is reasonably acceptable to the Lender on or before December 31, 2011, an additional loan fee in the amount of $20,237.00 shall be due on December 31, 2011.

Section 2.4                      Liability of Lender.

Lender shall in no event be responsible or liable to any Person other than Borrower for the disbursement of or failure to disburse the Loan proceeds or any part thereof and no Person other than Borrower shall have any right or claim against Lender under this Agreement or the other Loan Documents.

Article III

Representations and Warranties.

Each Borrower, for itself only, makes the following representations and warranties to Lender as of the date hereof:

Section 3.1                      Organization, Power and Authority of Borrower; Loan Documents.

Each Borrower (a) is a limited liability companyduly organized, existing and in good standing under the laws of the state in which it is organized and is duly qualified to do business and is in good standing in the state in which the Land is located (if different from the state of its formation) and in any other state where the nature of Borrower’s business or property requires it to be qualified to do business, and (b) has the power, authority and legal right to own its property and carry on the business now being conducted by it and to engage in the transactions contemplated by the Loan Documents.  The Loan Documents to which Borrower is a party have been duly executed and delivered by Borrower, and the execution and delivery of, and the carrying out of the transactions contemplated by, such Loan Documents, and the performance and observance of the terms and conditions thereof, have been duly authorized by all necessary organizational action by and on behalf of Borrower.  The Loan Documents to which Borrower is a party constitute the valid and legally binding obligations of Borrower and are fully enforceable against Borrower in accordance with their respective terms, except to the extent that such enforceability may be limited by laws generally affecting the enforcement of creditors’ rights.

Section 3.2                      Other Documents; Laws.

The execution and performance of the Loan Documents to which Borrower is a party and the consummation of the transactions contemplated thereby, to the Borrower’s knowledge, will not conflict with, result in any breach of, or constitute a default under, the organizational documents of Borrower, or, to the Borrower’s knowledge, any contract, agreement, document or other instrument to which Borrower is a party or by which Borrower or any of its properties may be bound or affected, and such actions do not and will not violate or contravene any Law to which Borrower is subject.

Section 3.3                      Taxes.

Borrower has filed all federal, state, county and municipal Tax returns required to have been filed by Borrower and has paid all Taxes which have become due pursuant to such returns or pursuant to any Tax assessments received by Borrower.

PAGE 2

Section 3.4                      Legal Actions.

There are no Claims or investigations by or before any court or Governmental Authority, pending, or to the best of Borrower’s knowledge, threatened in writing against or affecting Borrower, Borrower’s business or the Property which would result in a material adverse effect to the Borrower.  Borrower is not in default with respect to any order, writ, injunction, decree or demand of any court or any Governmental Authority affecting Borrower or the Property.

Section 3.5                      Nature of Loan.

Borrower is a business or commercial organization.  The Loan is being obtained solely for business or investment purposes, and will not be used for personal, family, household or agricultural purposes.

Section 3.6                      Trade Names.

Borrower conducts its business solely under the name set forth in the Preamble to this Agreement and makes use of no trade names in connection therewith, unless such trade names have been previously disclosed to Lender in writing.

Section 3.7                      Financial Statements.

The financial statements heretofore delivered by Sun Communities, Inc. to Lender are true and correct in all material respects, have been prepared in accordance with sound accounting principles consistently applied, and fairly present the respective financial conditions of the subjects thereof as of the respective dates thereof.

Section 3.8                      No Material Adverse Change.

No material adverse change has occurred in the financial conditions reflected in the financial statements of Sun Communities, Inc. since the respective dates of such statements previously provided.

Section 3.9                      ERISA and Prohibited Transactions.

As of the date hereof and throughout the term of the Loan: (a) Borrower is not and will not be (i) an “employee benefit plan,” as defined in Section 3(3) of ERISA, (ii) a “governmental plan” within the meaning of Section 3(32) of ERISA, or (iii) a “plan” within the meaning of Section 4975(e) of the Code; (b) the assets of Borrower do not and will not constitute “plan assets” within the meaning of the United States Department of Labor Regulations set forth in Section 2510.3-101 of Title 29 of the Code of Federal Regulations; (c) transactions by or with Borrower are not and will not be subject to state statutes applicable to Borrower regulating investments of fiduciaries with respect to governmental plans; and (d) Borrower will not engage in any transaction that would cause any Obligation or any action taken or to be taken hereunder (or the exercise by Lender of any of its rights under the Mortgages or any of the other Loan Documents) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under ERISA or Section 4975 of the Code.  Borrower agrees to deliver to Lender such certifications or other evidence of compliance with the provisions of this Section as Lender may from time to time request.

Section 3.10                      Compliance with Laws and Zoning and Other Requirements; Encroachments.

To Borrower’s knowledge, Borrower is in compliance with the requirements of all applicable Laws.  To Borrower’s knowledge, the use of the Property complies with applicable zoning ordinances, regulations and restrictive covenants affecting the Land.  To Borrower’s knowledge, all use and other requirements of any Governmental Authority having jurisdiction over the Property have been satisfied.  Borrower has not received written notice that any violation of any Law exists with respect to the Property.  To Borrower’s knowledge, the Property is in compliance with all applicable

PAGE 3

use or other restrictions and the provisions of all applicable agreements, declarations and covenants and all applicable zoning and subdivision ordinances and regulations.

Section 3.11                      Utilities; Roads; Access.

All utility services necessary for the operation of the Property for its intended purposes have been fully installed, including telephone service, cable television, water supply, storm and sanitary sewer facilities, natural gas and electric facilities.  All roads and other accesses necessary to serve the Land have been completed, are serviceable in all weather, and where required by the appropriate Governmental Authority, have been dedicated to and formally accepted by such Governmental Authority.

Section 3.12                      Other Liens.

Except for contracts for labor, materials and services furnished or to be furnished in connection with any construction at the Property or in the ordinary course of Borrower’s business, Borrower has made no contract or arrangement of any kind the performance of which by the other party thereto would give rise to a lien on the Property.

Section 3.13                      No Defaults.

There is no Default or Event of Default under any of the Loan Documents, and there is no default or event of default by Borrower under any material contract, agreement or other document related to the operation of the Property.

Article IV

Affirmative Covenants and Agreements.

           Borrower covenants as of the date hereof and until such time as all Obligations shall be paid and performed in full, that:

Section 4.1                      Compliance with Laws; Use of Proceeds.

Borrower shall comply with all Laws and all orders, writs, injunctions, decrees and demands of any court or any Governmental Authority affecting Borrower or the Property.  Borrower shall use all proceeds of the Loan for business purposes which are not in contravention of any Law or any Loan Document.

Section 4.2                      Inspections; Cooperation.

Borrower shall permit representatives of Lender to enter upon the Land, upon reasonable advance notice as provided below in this Section 4.2, to inspect the Property as well as all records and books of account maintained by or on behalf of Borrower relating thereto and to discuss the affairs, finances and accounts pertaining to the Loan and the Property with representatives of Borrower.  Borrower shall at all times reasonably cooperate and cause each and every one of its contractors, subcontractors and material suppliers to cooperate with the representatives of Lender in connection with or in aid of the performance of Lender’s functions under this Agreement.  Except in the event of an emergency, Lender shall give Borrower at least forty-eight hours’ notice by telephone in each instance before entering upon the Land and/or exercising any other rights granted in this Section.

Section 4.3                      Payment and Performance of Contractual Obligations.

Borrower shall perform in a timely manner all of its obligations under any and all contracts and agreements related to any construction activities at the Property or the maintenance or operation of the Property, and Borrower will pay when due all bills for services or labor performed and materials supplied in connection with such construction,

PAGE 4

maintenance and/or operation.  Within thirty (30) days after the filing of any construction lien or other lien or encumbrance against the Property, Borrower will promptly discharge the same by payment or filing a bond or otherwise as permitted by Law.  So long as Lender’s security has been protected by the filing of a bond or otherwise in a manner satisfactory to Lender in its reasonable discretion, Borrower shall have the right to contest in good faith any claim, lien or encumbrance, provided that Borrower does so diligently and without prejudice to Lender.

Section 4.4                      Insurance.

Borrower shall maintain the following insurance at its sole cost and expense:

(a)           Insurance against Casualty to the Property under a policy or policies covering such risks as are presently included in “special form” (also known as “all risk”) coverage, including such risks as are ordinarily insured against by similar businesses, but in any event including fire, lightning, windstorm, hail, explosion, riot, riot attending a strike, civil commotion, damage from aircraft, smoke, vandalism, malicious mischief and acts of terrorism.  Such insurance shall name Lender as mortgagee and loss payee.  Unless otherwise agreed in writing by Lender, such insurance shall be for the full insurable value of the Property on a replacement cost basis, with a deductible amount, if any, satisfactory to Lender.  No policy of insurance shall be written such that the proceeds thereof will produce less than the minimum coverage required by this Section by reason of co-insurance provisions or otherwise.  The term “full insurable value” means one hundred percent (100%) of the actual replacement cost of the Property (excluding foundation and excavation costs and costs of underground flues, pipes, drains and other uninsurable items).

(b)           Commercial (also known as comprehensive) general liability insurance on an “occurrence” basis against claims for “personal injury” liability and liability for death, bodily injury and damage to property, products and completed operations, in limits satisfactory to Lender with respect to any one occurrence and the aggregate of all occurrences during any given annual policy period.  Such insurance shall name Lender as an additional insured.

(c)           Workers’ compensation insurance for all employees of Borrower in such amount as is required by Law and including employer’s liability insurance, if required by Lender.

(d)           If at any time any portion of any structure on the Property securing the Loan is insurable against Casualty by flood and is located in a Special Flood Hazard Area under the Flood Disaster Protection Act of 1973, as amended, a flood insurance policy on the structure and any Borrower owned contents in form and amount acceptable to Lender but in no amount less than the amount sufficient to meet the requirements of applicable Law as such requirements may from time to time be in effect.

(e)           Such other and further insurance as may be required from time to time by Lender in order to comply with regular requirements and practices of Lender in similar transactions including, if required by Lender, boiler and machinery insurance, pollution liability insurance, wind insurance and earthquake insurance, so long as any such insurance is generally available at commercially reasonable premiums as determined by Lender from time to time.

Each policy of insurance (i) shall be issued by one or more insurance companies each of which must have an A.M. Best Company financial and performance rating of A-VIII or better and are qualified or authorized by the Laws of the State to assume the risks covered by such policy, (ii) with respect to the insurance described under the preceding Subsections (a) and (d), shall have attached thereto standard non-contributing, non-reporting mortgagee clauses in favor of and entitling Lender without contribution to collect any and all proceeds payable under such insurance, either as sole payee or as joint payee with Borrower, (iii) shall provide that such policy shall not be canceled or modified for nonpayment of premiums without at least ten (10) days prior written notice to Lender, or for any other reason without at least thirty (30) days prior written notice to Lender, and (iv) shall provide that any loss otherwise payable thereunder shall be payable notwithstanding any act or negligence of Borrower which might, absent such agreement, result in a forfeiture of all or a part of such insurance payment.  Borrower shall promptly pay all premiums when due on such insurance and,

PAGE 5

not less than ten (10) days prior to the expiration dates of each such policy, Borrower will deliver to Lender acceptable evidence of insurance, such as a renewal policy or policies marked “premium paid” or other evidence reasonably satisfactory to Lender reflecting that all required insurance is current and in force.  Borrower will immediately give Notice to Lender of any cancellation of, or change in, any insurance policy.  Lender shall not, because of accepting, rejecting, approving or obtaining insurance, incur any liability for (A) the existence, nonexistence, form or legal sufficiency thereof, (B) the solvency of any insurer, or (C) the payment of losses.  Borrower may satisfy any insurance requirement hereunder by providing one or more “blanket” insurance policies, subject to Lender’s approval in each instance as to limits, coverages, forms, deductibles, inception and expiration dates, and cancellation provisions.

Section 4.5                      Adjustment of Condemnation and Insurance Claims.

Borrower shall give prompt Notice to Lender of any Casualty or any Condemnation or threatened Condemnation.  Lender is authorized, at its sole and absolute option, in connection with any Claim in excess of $300,000, to commence, appear in and prosecute, in its own or Borrower’s name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith.  In such case, Lender shall have the right to receive all Condemnation Awards and Insurance Proceeds, and may deduct therefrom all of its Expenses.  However, so long as no Event of Default has occurred and Borrower is diligently pursuing its rights and remedies with respect to a Claim, Lender will obtain Borrower’s written consent (which consent shall not be unreasonably withheld or delayed) before making proof of loss for or settling or compromising such Claim in excess of $300,000.  Borrower agrees to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each Claim, subject to Lender’s approval in connection with any Claim in excess of $300,000, which approval shall not be unreasonably withheld or delayed.  Borrower is authorized to settle or compromise any Claim of $300,000 or less.  If, prior to the receipt by Lender of any Condemnation Award or Insurance Proceeds, the Property shall have been sold pursuant to the provisions of the Mortgages, Lender shall have the right to receive such funds (a) to the extent of any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on the Mortgages shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse Lender for its Expenses.  If any Condemnation Awards or Insurance Proceeds are paid to Borrower, Borrower shall receive the same in trust for Lender.  Within ten (10) days after Borrower’s receipt of any Condemnation Awards or Insurance Proceeds, Borrower shall deliver such awards or proceeds to Lender in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to Lender.  Borrower agrees to execute and deliver from time to time, upon the reasonable request of Lender, such further instruments or documents as may be requested by Lender to confirm the grant and assignment to Lender of any Condemnation Awards or Insurance Proceeds.

Section 4.6                      Utilization of Net Proceeds.

(a)           Net Proceeds must be utilized either for payment of the Obligations or for the restoration of the Property.  Net Proceeds may be utilized for the restoration of the Property only if no Default shall exist and only if in the reasonable judgment of Lender (i) there has been no material adverse change in the financial viability of the Property which would impair the ability of the Borrower to repay the Loan, (ii) the Net Proceeds, together with other funds deposited with Lender for that purpose, are sufficient to pay the cost of the restoration pursuant to a budget and plans and specifications approved by Lender (which approval shall not be unreasonably withheld or delayed), and (iii) the restoration can be completed prior to the final maturity of the Loan and prior to the date required by any permanent loan commitment or any purchase and sale agreement or by any Lease.  Otherwise, Net Proceeds shall be utilized for payment of the Obligations.

(b)           If Net Proceeds are to be utilized for the restoration of the Property, the Net Proceeds, together with any other funds deposited with Lender for that purpose, must be deposited in a Borrower’s Deposit Account, which shall be an interest-bearing account, with all accrued interest to become part of Borrower’s deposit.  Borrower agrees that it shall include all interest and earnings on any such deposit as its income (and, if Borrower is a partnership or other pass-through

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entity, the income of its partners, members or beneficiaries, as the case may be), and shall be the owner of all funds on deposit in the Borrower’s Deposit Account for federal and applicable state and local tax purposes.  Lender shall have the exclusive right to manage and control all funds in the Borrower’s Deposit Account, but Lender shall have no fiduciary duty with respect to such funds and shall have no liability to the Borrower or any other party with respect thereto unless arising from the gross negligence or willful misconduct of Lender.  Lender will advance the deposited funds from time to time to Borrower or a contractor designated by Borrower for the payment of costs of restoration of the Property upon presentation of customary evidence reasonably acceptable to Lender that the portion of the restoration for which payment is to be made has been completed satisfactorily and lien-free.  Any account fees and charges may be deducted from the balance, if any, in the Borrower’s Deposit Account.  Borrower grants to Lender a security interest in the Borrower’s Deposit Account and all funds hereafter deposited to such deposit account, and any proceeds thereof, as security for the Obligations.  Such security interest shall be governed by the Uniform Commercial Code of the State, and Lender shall have available to it all of the rights and remedies available to a secured party thereunder.  The Borrower’s Deposit Account may be established and held in such name or names as Lender shall deem appropriate, including in the name of Lender.  Borrower hereby constitutes and appoints Lender and any officer or agent of Lender its true and lawful attorneys-in-fact with full power of substitution, which respect to any Claim which the Lender is authorized to make proof of loss for and to settle or comprise under Section 4.5, to open the Borrower’s Deposit Account and to do any and every act that Borrower might do on its own behalf to fulfill the terms of this Section 4.6.  To the extent permitted by Law, Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof.  It is understood and agreed that this power of attorney, which shall be deemed to be a power coupled with an interest, cannot be revoked.

Section 4.7                      Management.

Borrower at all times shall provide for the competent and responsible management and operation of the Property.  At all times, Borrower shall cause the Property to be managed by an Approved Manager.  All management contracts affecting the Property shall be terminable upon thirty (30) days’ written notice without penalty or charge (except for unpaid accrued management fees).  All management contracts must be approved in writing by Lender prior to the execution of the same (which approval shall not be unreasonably withheld or delayed).

Section 4.8                      Books and Records; Financial Statements; Tax Returns.

Borrower will keep and maintain full and accurate books and records administered in accordance with sound accounting principles, consistently applied, showing in detail the earnings and expenses of the Property and the operation thereof.  Borrower will keep and maintain its books and records, including recorded data of any kind and regardless of the medium of recording, at the address of Borrower set forth in Section 8.6.  Upon reasonable advance notice, Borrower shall permit Lender, or any Person authorized by Lender, to inspect and examine such books and records (regardless of where maintained) and all supporting vouchers and data and to make copies and extracts therefrom at all reasonable times and as often as may be requested by Lender.  Borrower will furnish or cause to be furnished to Lender annual financial statements, including balance sheets and income statements, for Sun Communities, Inc., within ninety (90) days after each fiscal year end.  The financial statements must be audited with an opinion satisfactory to Lender by an independent certified public accountant satisfactory to Lender.  Borrower will also furnish or cause to be furnished to Lender quarterly, unaudited, financial statements, including balance sheets and income statements, for Sun Communities, Inc., within sixty (60) days after each fiscal quarter end (except the last).  Borrower will also furnish or cause to be furnished to Lender quarterly operating statements for the Property within sixty (60) days after each fiscal quarter end.  In addition, Borrower will furnish or cause to be furnished to Lender, with reasonable promptness, such other interim financial statements of Borrower, Sun Communities, Inc. and the Property, together with such additional information, reports or statements in connection therewith, as Lender may from time to time reasonably request.  All financial and operating statements must be in form and detail acceptable to Lender and must be certified as to accuracy by Borrower or Sun Communities, Inc., as the case may be.  Borrower shall provide, upon Lender’s request, convenient facilities for the audit and verification of any

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such statement.  All certifications and signatures on behalf of corporations, partnerships, limited liability companies and other entities shall be by an authorized representative of the reporting party.

Section 4.9                      Estoppel Certificates.

Within fourteen (14) days after any request by Lender or a proposed assignee or purchaser of the Loan or any interest therein, Borrower shall certify in writing to Lender, or to such proposed assignee or purchaser, the then unpaid balance of the Loan and whether, to Borrower’s knowledge, Borrower claims any right of defense or setoff to the payment or performance of any of the Obligations, and if Borrower claims any such right of defense or setoff, Borrower shall give a detailed written description of such claimed right.

Section 4.10                      Taxes; Tax Receipts.

Borrower shall pay and discharge all Taxes prior to the date on which penalties are attached thereto unless and to the extent only that such Taxes are contested in accordance with the terms of the Mortgages.  If Borrower fails, following demand, to provide Lender the tax receipts required under the Mortgages, without limiting any other remedies available to Lender, Lender may, at Borrower’s sole expense, obtain and enter into a tax services contract with respect to the Property with a tax reporting agency satisfactory to Lender.

Section 4.11                      Lender’s Rights to Pay and Perform.

If, after any required notice, Borrower fails to promptly pay or perform any of the Obligations within any applicable grace or cure periods, Lender, without further Notice to or demand upon Borrower, and without waiving or releasing any Obligation or Default, may (but shall be under no obligation to) at any time thereafter make such payment or perform such act for the account and at the expense of Borrower.  Lender may enter upon the Property for that purpose and take all action thereon as Lender considers reasonably necessary or appropriate.

Section 4.12                      Reimbursement; Interest.

Subject to applicable notice and cure periods, if Lender shall incur any Expenses or pay any Claims by reason of the Loan or the rights and remedies provided under the Loan Documents (regardless of whether or not any of the Loan Documents expressly provide for an indemnification by Borrower against such Claims), Lender’s payment of such Expenses and Claims shall constitute advances to Borrower which shall be paid by Borrower to Lender on demand, together with interest thereon from the date incurred until paid in full at the rate of interest then applicable to the Loan under the terms of the Note.Each advance shall be secured by the Mortgages and the other Loan Documents as fully as if made to Borrower, regardless of the disposition thereof by the party or parties to whom such advance is made.  Notwithstanding the foregoing, however, in any actions or proceedings to foreclose the Mortgages or to recover or collect the Obligations, the provisions of Law governing the recovery of costs, disbursements and allowances shall prevail unaffected by this Section.

Section 4.13                      Notification by Borrower.

Borrower will promptly give Notice to Lender of the occurrence of any Default or Event of Default hereunder or under any of the other Loan Documents.

Section 4.14                      Indemnification by Borrower.

Borrower agrees to indemnify Lender and to hold Lender harmless from and against, and to defend Lender by counsel approved by Lender against, any and all Claims directly or indirectly arising out of or resulting from any transaction, act, omission, event or circumstance in any way connected with the Property or the Loan, including any

PAGE 8

Claim arising out of or resulting from (a) any construction activity at the Property, including any defective workmanship or materials; (b) any failure by Borrower to comply with the requirements of any Laws or to comply with any agreement that applies or pertains to the Property, including any agreement with a broker or “finder” in connection with the Loan or other financing of the Property; (c) any failure by Borrower to observe and perform any of the obligations imposed upon the landlord under the Leases; (d) any other Default or Event of Default hereunder or under any of the other Loan Documents; or (e) any assertion or allegation that Lender is liable for any act or omission of Borrower or any other Person in connection with the ownership, financing, leasing, operation or sale of the Property; provided, however, that Borrower shall not be obligated to indemnify Lender with respect to any Claim arising from the gross negligence or willful misconduct of Lender.  The agreements and indemnifications contained in this Section shall apply to Claims arising both before and after the repayment of the Loan, as a result of any act, omission, event or condition existing or occurring on or before the Transition Date, and shall survive the repayment of the Loan, any foreclosure or deed, assignment or conveyance in lieu thereof and any other action by Lender to enforce the rights and remedies of Lender hereunder or under the other Loan Documents.

Section 4.15                      Fees and Expenses.

Borrower shall pay all reasonable fees, charges, costs and expenses required to satisfy the conditions of the Loan Documents.  Without limitation of the foregoing, subject to applicable notice and cure periods, Borrower will pay, when due, and if paid by Lender will reimburse Lender on demand for, all reasonable fees and expenses of any construction consultant (if any), the title insurer, environmental engineers, appraisers, surveyors and Lender’s counsel in connection with the closing, administration, modification or any “workout” of the Loan, or the enforcement of Lender’s rights and remedies under any of the Loan Documents.

Section 4.16                      Appraisals.

Lender may obtain from time to time an appraisal of all or any part of the Property, prepared in accordance with written instructions from Lender, from a third-party appraiser satisfactory to, and engaged directly by, Lender.  The cost of one such appraisal obtained by Lender in each calendar year and the cost of each such appraisal obtained by Lender following the occurrence of an Event of Default shall by borne by Borrower and shall be paid by Borrower on demand.

Section 4.17                      Leasing and Tenant Matters.

Borrower shall comply with the terms and conditions of Schedule 2 in connection with the leasing of space within the Property.

Section 4.18                      Preservation of Rights.

Borrower shall obtain, preserve and maintain in good standing, as applicable, all rights, privileges and franchises necessary or desirable for the operation of the Property and the conduct of Borrower’s business thereon or therefrom.

Section 4.19                      Income from Property.

Borrower shall first apply all income derived from the Property, including all income from Leases, to pay costs and expenses associated with the ownership, maintenance, operation and leasing of the Property, including all amounts then required to be paid under the Loan Documents, before using or applying such income for any other purpose.  No such income shall be distributed or paid to any member, partner, shareholder or, if Borrower is a trust, to any beneficiary or trustee, unless and until all such costs and expenses which are then due shall have been paid in full.

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Section 4.20                      Representations and Warranties.

Borrower shall take all reasonable actions and shall do all things reasonably necessary or desirable to cause all of Borrower’s representations and warranties in this Agreement to be true and correct at all times in all material respects.

Section 4.21                      Debt Service Coverage Ratio.

Borrower shall maintain a Debt Service Coverage Ratio of at least 1.35 to 1.00, as of the end of each fiscal quarter ending on or after December 31, 2011 and on or before March 31, 2012, and a Debt Service Coverage Ratio of at least 1.40 to 1.00, as of the end of each fiscal quarter ending on or after June 30, 2012.

Section 4.22                      Swap Contracts.

In the event that Borrower shall elect to enter into a Swap Contract with Swap Counterparty, Borrower shall comply with all of the terms and conditions of Schedule 3 with respect to all Swap Contracts.

Article V

Negative Covenants.

           Borrower covenants as of the date hereof and until such time as all Obligations shall be paid and performed in full, that:

Section 5.1                      Conditional Sales.

Borrower shall not incorporate in the Property any property acquired under a conditional sales contract or lease or as to which the vendor retains title or a security interest, without the prior written consent of Lender, except Borrower or Guarantor, or their respective Affiliates, may enter into contracts to sell or lease homes within the Property.

Section 5.2                      Insurance Policies and Bonds.

Borrower shall not do or permit to be done anything that would affect the coverage or indemnities provided for pursuant to the provisions of any insurance policy, performance bond, labor and material payment bond or any other bond given in connection with any construction at the Property.

Section 5.3                      Additional Debt.

Borrower shall not incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than (a) the Loan, and (b) advances or trade debt or accrued expenses incurred in the ordinary course of business of operating the Property.  No other debt may be secured by the Property, whether senior, subordinate or pari passu.

Article VI

Events of Default.

The occurrence or happening, from time to time, of any one or more of the following shall constitute an Event of Default under this Agreement:

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Section 6.1                      Payment Default.

Borrower fails to pay any Obligation under this Agreement within seven (7) days after Notice from the Lender that such Obligation is past due.

Section 6.2                      Default Under Other Loan Documents.

An Event of Default (as defined therein) occurs under the Note or any of the Mortgages or any other Loan Document, or Borrower or Guarantor fails to promptly pay, perform, observe or comply with any term, obligation or agreement contained in any of the Loan Documents (within any applicable grace or cure period).

Section 6.3                      Accuracy of Information; Representations and Warranties.

Any information contained in any financial statement, schedule, report or any other document delivered by Borrower or Guarantor to Lender in connection with the Loan proves not to be in all material respects true and accurate at the time when made, or Borrower or Guarantor shall have failed to state any material fact or any fact necessary to make such information not misleading, or any representation or warranty contained in this Agreement or in any other Loan Document or other document, certificate or opinion delivered to Lender in connection with the Loan, proves to be incorrect or misleading in any material respect either on the date when made or on the date when reaffirmed pursuant to the terms of this Agreement.

Section 6.4                      Deposits.

Borrower fails to deposit funds with Lender, in the amount requested by Lender, pursuant to the provisions of Section 4.6, within ten (10) days from the effective date of a Notice from Lender requesting such deposit, or Borrower fails to deliver to Lender any Condemnation Awards or Insurance Proceeds within ten (10) days after Borrower’s receipt thereof.

Section 6.5                      Insurance Obligations.

Borrower fails to promptly perform or comply with any of the covenants contained in the Loan Documents with respect to maintaining insurance, including the covenants contained in Section 4.4.

Section 6.6                      Other Obligations.

Borrower fails to promptly perform or comply with any of the Obligations set forth in this Agreement (other than those expressly described in other Sections of this Article VI), and such failure continues uncured for a period of thirty (30) days after Notice from Lender to Borrower, unless (a) such failure, by its nature, is not reasonably capable of being cured within such period, and (b) within such period, Borrower commences to cure such failure and thereafter diligently prosecutes the cure thereof, and (c) Borrower causes such failure to be cured no later than ninety (90) days after the date of such Notice from Lender.

Section 6.7                      Construction Lien.

A lien for the performance of work or the supply of materials filed against the Property remains unsatisfied or unbonded for a period of thirty (30) days after the date of filing or service.

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Section 6.8                      Bankruptcy.

Any Borrower, any general partner of a Borrower or the Guarantor files a bankruptcy petition or makes a general assignment for the benefit of creditors, or a bankruptcy petition is filed against Borrower, any general partner of a Borrower or the Guarantor and such involuntary bankruptcy petition continues undismissed for a period of ninety (90) days after the filing thereof.

Section 6.9                      Appointment of Receiver, Trustee, Liquidator.

Any Borrower, any general partner of a Borrower or the Guarantor applies for or consents in writing to the appointment of a receiver, trustee or liquidator of Borrower, any general partner of a Borrower, the Guarantor, the Property, or all or substantially all of the other assets of Borrower, any general partner of a Borrower or the Guarantor, or an order, judgment or decree is entered by any court of competent jurisdiction on the application of a creditor appointing a receiver, trustee or liquidator of Borrower, the Guarantor, the Property, or all or substantially all of the other assets of Borrower or the Guarantor.

Section 6.10                      Inability to Pay Debts.

Any Borrower or the Guarantor becomes unable or admits in writing its inability or fails generally to pay its debts as they become due.

Section 6.11                      Judgment.

A final nonappealable judgment for the payment of money involving more than $1,000,000 is entered against a Borrower or the Guarantor, and such Borrower or the Guarantor fails to discharge the same, or fails to cause it to be discharged or bonded off to Lender’s reasonable satisfaction, within sixty (60) days from the date of the entry of such judgment.

Section 6.12                      Dissolution; Change in Business Status.

Unless the written consent of Lender is previously obtained, all or substantially all of the business assets of Borrower, any general partner of a Borrower or the Guarantor are sold, Borrower or the Guarantor is dissolved, or there occurs any merger or consolidation involving Borrower or the Guarantor, unless the successor resulting from such merger or consolidation is controlled by Sun Communities, Inc.

Section 6.13                      Default Under Other Indebtedness.

Any Borrower or the Guarantor fails to pay any indebtedness (other than the Loan) owed by such Borrower or such Guarantor to Lender when and as due and payable (whether by acceleration or otherwise) within any applicable grace or cure period.

Section 6.14                      Change in Controlling Interest.

Without the prior written consent of Lender (which consent may be conditioned, among other matters, on the issuance of a satisfactory endorsement to the title insurance policy insuring Lender’s interests under the Mortgages), the controlling interest in a Borrower ceases to be owned by Sun Communities Operating Limited Partnership, or any successor by merger or otherwise which is controlled by Sun Communities, Inc.

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Article VII

Remedies on Default.

Section 7.1                      Remedies on Default.

Upon the happening of any Event of Default, Lender shall have the right, in addition to any other rights or remedies available to Lender under the Mortgages or any of the other Loan Documents or under applicable Law, to exercise any one or more of the following rights and remedies:

(a)           Lender may accelerate all of Borrower’s Obligations under the Loan Documents whereupon such Obligations shall become immediately due and payable, without notice of default, acceleration or intention to accelerate, presentment or demand for payment, protest or notice of nonpayment or dishonor, or notices or demands of any kind or character (all of which are hereby waived by Borrower).

(b)           Lender may apply to any court of competent jurisdiction for, and obtain appointment of, a receiver for the Property.

(c)           Lender may set off the amounts due Lender under the Loan Documents against any and all accounts, credits, money, securities or other property of Borrower now or hereafter on deposit with, held by or in the possession of Lender to the credit or for the account of Borrower, without notice to or the consent of Borrower.

Section 7.2                      No Release or Waiver; Remedies Cumulative and Concurrent.

Borrower shall not be relieved of any Obligation by reason of the failure of Lender to comply with any request of Borrower or of any other Person to take action to foreclose on the Property under the Mortgages or otherwise to enforce any provision of the Loan Documents, or by reason of the release, regardless of consideration, of all or any part of the Property.  No delay or omission of Lender to exercise any right, power or remedy accruing upon the happening of an Event of Default shall impair any such right, power or remedy or shall be construed to be a waiver of any such Event of Default or any acquiescence therein.  No delay or omission on the part of Lender to exercise any option for acceleration of the maturity of the Obligations, or for foreclosure of the Mortgages following any Event of Default as aforesaid, or any other option granted to Lender hereunder in any one or more instances, or the acceptance by Lender of any partial payment on account of the Obligations shall constitute a waiver of any such Event of Default and each such option shall remain continuously in full force and effect.  No remedy herein conferred upon or reserved to Lender is intended to be exclusive of any other remedies provided for in the Loan Documents, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder, or under the Loan Documents, or now or hereafter existing at Law or in equity or by statute.  Every right, power and remedy given by the Loan Documents to Lender shall be concurrent and may be pursued separately, successively or together against Borrower or the Property or any part thereof, and every right, power and remedy given by the Loan Documents may be exercised from time to time as often as may be deemed expedient by Lender.

Article VIII

Miscellaneous.

Section 8.1                      Further Assurances; Authorization to File Documents.

At any time, and from time to time, upon the reasonable request by Lender, Borrower will, at Borrower’s expense, (a) correct any defect, error or omission which may be discovered in the form or content of any of the Loan Documents, and (b) make, execute, deliver and record, or cause to be made, executed, delivered and recorded, any and all further instruments, certificates and other documents as may, in the reasonable opinion of Lender, be necessary or desirable in order to complete, perfect or continue and preserve the liens of the Mortgages; provided, however, that such correction or

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further instruments, certificates or other documents shall not increase the Obligations or reduce the benefits to Borrower under the Loan or the Loan Documents.  Upon any failure by Borrower to do so, after any applicable notice and cure periods, Lender may make, execute and record any and all such instruments, certificates and other documents for and in the name of Borrower, all at the sole expense of Borrower, and Borrower hereby appoints Lender the agent and attorney-in-fact of Borrower to do so, this appointment being coupled with an interest and being irrevocable.  Without limitation of the foregoing, Borrower irrevocably authorizes Lender at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements deemed reasonably necessary by Lender to establish or maintain the validity, perfection and priority of the security interests granted in the Mortgages, and Borrower ratifies any such filings made by Lender prior to the date hereof.  In addition, at any time, and from time to time, upon request by Lender, Borrower will, at Borrower's expense, provide any and all further instruments, certificates and other documents as may, in the opinion of Lender, be necessary or desirable in order to verify the Borrower's identity and background in a manner reasonably satisfactory to Lender.

Section 8.2                      No Warranty by Lender.

By accepting or approving anything required to be observed, performed or fulfilled by Borrower or to be given to Lender pursuant to this Agreement, including any certificate, survey, receipt, appraisal or insurance policy, Lender shall not be deemed to have warranted or represented the sufficiency, legality, effectiveness or legal effect of the same, or of any term, provision or condition thereof and any such acceptance or approval thereof shall not be or constitute any warranty or representation with respect thereto by Lender, other than Borrower having complied with its Obligations with respect to such item or matter.

Section 8.3                      Standard of Conduct of Lender.

Nothing contained in this Agreement or any other Loan Document shall limit the right of Lender to exercise its business judgment or to act, in the context of the granting or withholding of any advance or consent under this Agreement or any other Loan Document, in a subjective manner, whether or not objectively reasonable under the circumstances, so long as Lender’s exercise of its business judgment or action is made or undertaken in good faith.  Borrower and Lender intend by the foregoing to set forth and affirm their entire understanding with respect to the standard pursuant to which Lender’s duties and obligations are to be judged and the parameters within which Lender’s discretion may be exercised hereunder and under the other Loan Documents.  As used herein, “good faith” means honesty in fact in the conduct and transaction concerned.

Section 8.4                      No Partnership.

Nothing contained in this Agreement shall be construed in a manner to create any relationship between Borrower and Lender other than the relationship of borrower and lender and Borrower and Lender shall not be considered partners or co-venturers for any purpose on account of this Agreement.

Section 8.5                      Severability.

In the event any one or more of the provisions of this Agreement or any of the other Loan Documents shall for any reason be held to be invalid, illegal or unenforceable, in whole or in part or in any other respect, or in the event any one or more of the provisions of any of the Loan Documents operates or would prospectively operate to invalidate this Agreement or any of the other Loan Documents, then and in either of those events, at the option of Lender, such provision or provisions only shall be deemed null and void and shall not affect the validity of the remaining Obligations, and the remaining provisions of the Loan Documents shall remain operative and in full force and effect and shall in no way be affected, prejudiced or disturbed thereby.

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Section 8.6                      Notices.

All Notices required or which any party desires to give hereunder or under any other Loan Document shall be in writing and, unless otherwise specifically provided in such other Loan Document, shall be deemed sufficiently given or furnished if delivered by personal delivery, by nationally recognized overnight courier service or by certified United States mail, postage prepaid, addressed to the party to whom directed at the applicable address set forth below (unless changed by similar notice in writing given by the particular party whose address is to be changed) or by facsimile.  Any Notice shall be deemed to have been given either at the time of personal delivery or, in the case of courier or mail, as of the date of first attempted delivery at the address and in the manner provided herein, or, in the case of facsimile, upon receipt; provided that service of a Notice required by any applicable statute shall be considered complete when the requirements of that statute are met.  Notwithstanding the foregoing, no notice of change of address shall be effective except upon actual receipt.  This Section shall not be construed in any way to affect or impair any waiver of notice or demand provided in this Agreement or in any other Loan Document or to require giving of notice or demand to or upon any Person in any situation or for any reason.

The addresses and fax numbers of Borrower are:

Cider Mill Village Mobile Home Park, LLC

c/o Sun Communities, Inc.

27777 Franklin Rd., Suite 200

Southfield, MI 48034

Fax Number: 248-208-2646

Country Hills Village Mobile Home Park, LLC

c/o Sun Communities, Inc.

27777 Franklin Rd., Suite 200

Southfield, MI 48034

Fax Number: 248-208-2646

Country Meadows Village Mobile Home Park, LLC

c/o Sun Communities, Inc.

27777 Franklin Rd., Suite 200

Southfield, MI 48034

Fax Number: 248-208-2646

Sun Orange City LLC

c/o Sun Communities, Inc.

27777 Franklin Rd., Suite 200

Southfield, MI 48034

Fax Number: 248-208-2646

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With a copy to:

Mark D. Rubenfire, Esq.

Jaffe Raitt Heuer & Weiss PC

27777 Franklin Rd., Suite 2500

Southfield, MI 48034

The address and fax number of Lender are:

Bank of America, N.A.

Mail Code: MI8-900-04-20

2600 West Big Beaver Road

Troy, Michigan 48084

Attn: Kathleen W. Bozek

Fax Number: (248) 631-0415

With a copy to:

Daniel C. Watson, Esq.

Bodman LLP

6th Floor at Ford Field

1901 St. Antoine Street

Detroit, Michigan 48226

Section 8.7                      Permitted Successors and Assigns; Disclosure of Information.

(a)           Each and every one of the covenants, terms, provisions and conditions of this Agreement and the Loan Documents shall apply to, bind and inure to the benefit of Borrower, its successors and those assigns of Borrower consented to in writing by Lender, and shall apply to, bind and inure to the benefit of Lender and the endorsees, transferees, successors and assigns of Lender, and all Persons claiming under or through any of them.

(b)           Borrower agrees not to transfer, assign, pledge or hypothecate any right or interest in any payment or advance due pursuant to this Agreement, or any of the other benefits of this Agreement, without the prior written consent of Lender, which consent may be withheld by Lender in its sole and absolute discretion.  Any such transfer, assignment, pledge or hypothecation made or attempted by Borrower without the prior written consent of Lender shall be void and of no effect.  No consent by Lender to an assignment shall be deemed to be a waiver of the requirement of prior written consent by Lender with respect to each and every further assignment and as a condition precedent to the effectiveness of such assignment.

(c)           Lender may sell or offer to sell the Loan or interests therein to one or more assignees or participants.  Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and to the extent, if any, specified in any such assignment or participation, such assignee(s) or participant(s) shall have the same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder.  No such assignment or participation shall increase the Borrower’s Obligations nor decrease the Borrower’s rights or benefits under the Loan Documents.  Borrower shall not be obligated to reimburse the Lender or any assignee(s) or participant(s) for any of their costs or expenses in connection with any such assignment or participation.  Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and

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assessments), Borrower or the Guarantor, to any actual or prospective assignee or participant (provided that such actual or prospective assignee or participant shall agree to treat all financial information exchanged as confidential) to Lender’s Affiliates, including Merrill Lynch, Pierce, Fenner & Smith Incorporated; to any regulatory body having jurisdiction over Lender; or to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the Loan.

Section 8.8                      Modification; Waiver.

None of the terms or provisions of this Agreement may be changed, waived, modified, discharged or terminated except by instrument in writing executed by the party or parties against whom enforcement of the change, waiver, modification, discharge or termination is asserted.  None of the terms or provisions of this Agreement shall be deemed to have been abrogated or waived by reason of any failure or failures to enforce the same.

Section 8.9                      Third Parties; Benefit.

All conditions to the obligation of Lender to make advances hereunder are imposed solely and exclusively for the benefit of Lender and its assigns and no other Persons shall have standing to require satisfaction of such conditions in accordance with their terms or be entitled to assume that Lender will refuse to make advances in the absence of strict compliance with any or all thereof and no other Person shall, under any circumstances, be deemed to be the beneficiary of such conditions, any or all of which may be freely waived in whole or in part by Lender at any time in the sole and absolute exercise of its discretion.  The terms and provisions of this Agreement are for the benefit of the parties hereto and, except as herein specifically provided, no other Person shall have any right or cause of action on account thereof.

Section 8.10                      Rules of Construction.

The words “hereof,” “herein,” “hereunder,” “hereto,” and other words of similar import refer to this Agreement in its entirety.  The terms “agree” and “agreements” mean and include “covenant” and “covenants.”  The words “include” and “including” shall be interpreted as if followed by the words “without limitation.”  The captions and headings contained in this Agreement are included herein for convenience of reference only and shall not be considered a part hereof and are not in any way intended to define, limit or enlarge the terms hereof.  All references (a) made in the neuter, masculine or feminine gender shall be deemed to have been made in all such genders, (b) made in the singular or plural number shall be deemed to have been made, respectively, in the plural or singular number as well, (c) to the Loan Documents are to the same as extended, amended, restated, supplemented or otherwise modified from time to time unless expressly indicated otherwise, (d) to the Land or the Property shall mean all or any portion of each of the foregoing, respectively, and (e) to Articles, Sections and Schedules are to the respective Articles, Sections and Schedules contained in this Agreement unless expressly indicated otherwise.

Section 8.11                      Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be considered an original for all purposes; provided, however, that all such counterparts shall together constitute one and the same instrument.

Section 8.12                      Governing Law.

This Agreement shall be governed by and construed, interpreted and enforced in accordance with the laws of the State.

Section 8.13                      Time of Essence.

Time shall be of the essence for each and every provision of this Agreement of which time is an element.

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Section 8.14                      Electronic Transmission of Data.

Lender and Borrower agree that certain data related to the Loan (including confidential information, documents, applications and reports) may be transmitted electronically, including transmission over the Internet.  This data may be transmitted to, received from or circulated among agents and representatives of Borrower and/or Lender and their Affiliates and other Persons involved with the subject matter of this Agreement.  Borrower acknowledges and agrees that (a) there are risks associated with the use of electronic transmission and that Lender does not control the method of transmittal or service providers, (b) Lender has no obligation or responsibility whatsoever and assumes no duty or obligation for the security, receipt or third party interception of any such transmission, and (c) Borrower will release, hold harmless and indemnify Lender from any claim, damage or loss, including that arising in whole or part from Lender’s strict liability or sole, comparative or contributory negligence, which is related to the electronic transmission of data.

Section 8.15                      Dispute Resolution.

(a)           Arbitration.  Except to the extent expressly provided below, any Dispute shall, upon the request of either party, be determined by binding arbitration in accordance with the Federal Arbitration Act, Title 9, United States Code (or if not applicable, the applicable state law), the then-current rules for arbitration of financial services disputes of AAA and the “Special Rules” set forth below.  In the event of any inconsistency, the Special Rules shall control.  The filing of a court action is not intended to constitute a waiver of the right of Borrower or Lender, including the suing party, thereafter to require submittal of the Dispute to arbitration.  Any party to this Agreement may bring an action, including a summary or expedited proceeding, to compel arbitration of any Dispute in any court having jurisdiction over such action.  For the purposes of this Dispute Resolution Section only, the terms “party” and “parties” shall include any parent corporation, subsidiary or Affiliate of Lender involved in the servicing, management or administration of any obligation described in or evidenced by this Agreement, together with the officers, employees, successors and assigns of each of the foregoing.

(b)           Special Rules.

(i)           The arbitration shall be conducted in any U.S. state where real or tangible personal property collateral is located, or if there is no such collateral, in the City and County where Lender is located pursuant to its address for notice purposes in this Agreement.

(ii)           The arbitration shall be administered by AAA, who will appoint an arbitrator.  If AAA is unwilling or unable to administer the arbitration, or if AAA is unwilling or unable to enforce or legally precluded from enforcing any and all provisions of this Dispute Resolution Section, then any party to this Agreement may substitute another arbitration organization that has similar procedures to AAA and that will observe and enforce any and all provisions of this Dispute Resolution Section.  All Disputes shall be determined by one arbitrator; however, if the amount in controversy in a Dispute exceeds Five Million Dollars ($5,000,000), upon the request of any party, the Dispute shall be decided by three arbitrators (for purposes of this Agreement, referred to collectively as the “arbitrator”).

(iii)           All arbitration hearings will be commenced within ninety (90) days of the demand for arbitration and completed within ninety (90) days from the date of commencement; provided, however, that upon a showing of good cause, the arbitrator shall be permitted to extend the commencement of such hearing for up to an additional sixty (60) days.

(iv)           The judgment and the award, if any, of the arbitrator shall be issued within thirty (30) days of the close of the hearing.  The arbitrator shall provide a concise written statement setting forth the reasons for the judgment and for the award, if any.  The arbitration award, if any, may be submitted to any court having jurisdiction to be confirmed and enforced, and such confirmation and enforcement shall not be subject to arbitration.

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(v)           The arbitrator will give effect to statutes of limitations and any waivers thereof in determining the disposition of any Dispute and may dismiss one or more claims in the arbitration on the basis that such claim or claims is or are barred.  For purposes of the application of the statute of limitations, the service on AAA under applicable AAA rules of a notice of Dispute is the equivalent of the filing of a lawsuit.

(vi)           Any dispute concerning this arbitration provision, including any such dispute as to the validity or enforceability of this provision, or whether a Dispute is arbitrable, shall be determined by the arbitrator; provided, however, that the arbitrator shall not be permitted to vary the express provisions of these Special Rules or the Reservations of Rights in subsection (c) below.

(vii)           The arbitrator shall have the power to award legal fees and costs pursuant to the terms of this Agreement.

(viii)           The arbitration will take place on an individual basis without reference to, resort to, or consideration of any form of class or class action.

(c)           Reservations of Rights.  Nothing in this Agreement shall be deemed to (i) limit the applicability of any otherwise applicable statutes of limitation and any waivers contained in this Agreement, or (ii) apply to or limit the right of Lender (A) to exercise self help remedies such as (but not limited to) setoff, or (B) to foreclose judicially or nonjudicially against any real or personal property collateral, or to exercise judicial or nonjudicial power of sale rights, or (C) to obtain from a court provisional or ancillary remedies such as (but not limited to) injunctive relief, writ of possession, prejudgment attachment, or the appointment of a receiver, or (iii) apply to or limit the right of either party to pursue rights against a party to this Agreement in a third-party proceeding in any action brought in a state, federal or international court, tribunal or hearing body (including actions in specialty courts, such as bankruptcy and patent courts).  Lender may exercise the rights set forth in clauses (ii) (A) through (C), inclusive, and either party may exercise the rights set forth in clause (iii), before, during or after the pendency of any arbitration proceeding brought pursuant to this Agreement.  Neither the exercise of self help remedies nor the institution or maintenance of an action for foreclosure or provisional or ancillary remedies shall constitute a waiver of the right of any party, including the claimant in any such action, to arbitrate the merits of the Dispute occasioning resort to such remedies.  No provision in the Loan Documents regarding submission to jurisdiction and/or venue in any court is intended or shall be construed to be in derogation of the provisions in any Loan Document for arbitration of any Dispute.

(d)           Conflicting Provisions for Dispute Resolution.  If there is any conflict between the terms, conditions and provisions of this Section and those of any other provision or agreement for arbitration or dispute resolution, the terms, conditions and provisions of this Section shall prevail as to any Dispute arising out of or relating to (i) this Agreement, (ii) any other Loan Document, (iii) any related agreements or instruments, or (iv) the transaction contemplated herein or therein (including any claim based on or arising from an alleged personal injury or business tort).  In any other situation, if the resolution of a given Dispute is specifically governed by another provision or agreement for arbitration or dispute resolution, the other provision or agreement shall prevail with respect to said Dispute.

(e)           Jury Trial Waiver in Arbitration.  By agreeing to this Section, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of any Dispute.

Section 8.16                      Forum.

Borrower hereby irrevocably submits generally and unconditionally for itself and in respect of its property to the jurisdiction of any state court or any United States federal court sitting in the State specified in the governing law section of this Agreement over any Dispute and to the jurisdiction of any state court or any United States federal court sitting in the State in connection with the enforcement of the Mortgages.  Borrower hereby irrevocably waives, to the fullest extent

PAGE 19

permitted by Law, any objection that Borrower may now or hereafter have to the laying of venue in any such court and any claim that any such court is an inconvenient forum.  Borrower hereby agrees and consents that, in addition to any methods of service of process provided for under applicable law, all service of process in any such suit, action or proceeding in any state court or any United States federal court sitting in the state specified in the governing law section of this Agreement may be made by certified or registered mail, return receipt requested, directed to Borrower at its address for notice set forth in this Agreement, or at a subsequent address of which Lender received actual notice from Borrower in accordance with the notice section of this Agreement, and service so made shall be complete five (5) days after the same shall have been so mailed.  Nothing herein shall affect the right of Lender to serve process in any manner permitted by Law or limit the right of Lender to bring proceedings against Borrower in any other court or jurisdiction.

Section 8.17                      WAIVER OF JURY TRIAL.

WITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES’ AGREEMENT TO ARBITRATE ANY “DISPUTE” (FOR PURPOSES OF THIS SECTION, AS DEFINED IN SCHEDULE 1) AS SET FORTH IN THIS AGREEMENT, TO THE EXTENT ANY “DISPUTE” IS NOT SUBMITTED TO ARBITRATION OR IS DEEMED BY THE ARBITRATOR OR BY ANY COURT WITH JURISDICTION TO BE NOT ARBITRABLE OR NOT REQUIRED TO BE ARBITRATED, BORROWER AND LENDER WAIVE TRIAL BY JURY IN RESPECT OF ANY SUCH “DISPUTE” AND ANY ACTION ON SUCH “DISPUTE.”  THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY BORROWER AND LENDER, AND BORROWER AND LENDER HEREBY REPRESENT THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY PERSON OR ENTITY TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT.  THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THE LOAN DOCUMENTS.  BORROWER AND LENDER ARE EACH HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER OF JURY TRIAL.  BORROWER FURTHER REPRESENTS AND WARRANTS THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.

Section 8.18                      USA Patriot Act Notice.

Lender hereby notifies Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), Lender is required to obtain, verify and record information that identifies Borrower, which information includes the name and address of Borrower and other information that will allow Lender to identify Borrower in accordance with the Act.

Section 8.19                      Entire Agreement.

The Loan Documents constitute the entire understanding and agreement between Borrower and Lender with respect to the transactions arising in connection with the Loan, and supersede all prior written or oral understandings and agreements between Borrower and Lender with respect to the matters addressed in the Loan Documents.  In particular, and without limitation, the terms of any commitment by Lender to make the Loan are merged into the Loan Documents.  Except as incorporated in writing into the Loan Documents, there are no representations, understandings, stipulations, agreements or promises, oral or written, with respect to the matters addressed in the Loan Documents.  If there is any conflict between the terms, conditions and provisions of this Agreement and those of any other instrument or agreement, including any other Loan Document, the terms, conditions and provisions of this Agreement shall prevail.

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IN WITNESS WHEREOF, Borrower and Lender have caused this Agreement to be executed as of the date first above written.

BORROWER:

Cider Mill Village Mobile Home Park, LLC, a Michigan limited liability company

By: Sun Communities Operating Limited Partnership, a Michigan limited partnership

Title: Manager

By: Sun Communities, Inc., a Maryland corporation

Title: General Partner

By:  /s/ Jonathan M. Colman                                       

Name:  Jonathan M. Colman

Title:  Executive Vice President - Acquisitions

Country Hills Village Mobile Home Park LLC, a Michigan limited liability company

By: Sun Communities Operating Limited Partnership, a Michigan limited partnership

Title: Manager

By: Sun Communities, Inc., a Maryland corporation

Title: General Partner

By: /s/ Jonathan M. Colman                                       

Name:  Jonathan M. Colman

Title:  Executive Vice President - Acquisitions

Country Meadows Village Mobile Home Park LLC, a Michigan limited liability company

By: Sun Communities Operating Limited Partnership, a Michigan limited partnership

Title: Manager

By: Sun Communities, Inc., a Maryland corporation

Title: General Partner

By: /s/ Jonathan M. Colman                                       

Name:  Jonathan M. Colman

Title:  Executive Vice President - Acquisitions

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Sun Orange City LLC, a Michigan limited liability company

By: Sun Communities Operating Limited Partnership, a Michigan limited partnership

Title: Member

By: Sun Communities, Inc., a Maryland corporation

Title: General Partner

By: /s/ Jonathan M. Colman                                      

Name:  Jonathan M. Colman

Title:  Executive Vice President - Acquisitions

LENDER:

Bank of America, N.A.

By: /s/ Kathleen W. Bozek                                 

Name:  Kathleen W. Bozek

Title:  Senior Vice President

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Schedule 1

Definitions

Unless the context otherwise specifies or requires, the following terms shall have the meanings herein specified, such definitions to be applicable equally to the singular and the plural forms of such terms and to all genders:

“AAA” means the American Arbitration Association, or any successor thereof.

“Act” means the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

“Actual Operating Revenue” means, with respect to any period of time, all income, computed on an annualized basis in accordance with generally accepted accounting principles, collected from the ownership and operation of the Property from whatever source (other than any source affiliated with Borrower or the Guarantor), including Rents, utility charges, escalations, forfeited security deposits, interest on credit accounts, service fees or charges, license fees, parking fees, and other required pass-throughs, but excluding sales, use and occupancy or other taxes on receipts required to be accounted for by Borrower to any Governmental Authority, refunds from tenants, uncollectible accounts, sales of furniture, fixtures and equipment, interest income, Condemnation Awards, Insurance Proceeds (other than business interruption or other loss of income insurance), unforfeited security deposits, utility and other similar deposits, income from tenants not paying rent, income from tenants in bankruptcy, and non-recurring or extraordinary income, including lease termination payments.  Actual Operating Revenue shall be net of rent concessions and credits.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Approved Manager” means Borrower or any Affiliate of Borrower or Guarantor or any other reputable and creditworthy property manager, subject to the prior approval of Lender, not to be unreasonably withheld, with a portfolio of properties comparable to the Property under active management.

“Assumed Interest Rate” means the annual yield payable on the last day of the applicable Calculation Period on ten (10) year United States Treasury obligations in amounts approximating the principal balance of the Loan outstanding at the inception of the Calculation Period plus two hundred fifty (250) basis points per annum; provided, however, that the Assumed Interest Rate shall be not less than seven percent (7.0%) per annum.

“Authorized Signer” means any signer of this Agreement, acting alone, or any other representative of Borrower duly designated and authorized by Borrower to sign draw requests in a writing addressed to Lender.

“Banking Day” means any day that is not a Saturday, Sunday or banking holiday in the State.

“Borrower’s Deposit Account” means an account established with Lender pursuant to the terms of Section 4.6.

“Calculation Period” means the twelve (12) month period ending on any Determination Date.

“Casualty” means any act or occurrence of any kind or nature that results in material damage, loss or destruction to the Property.

“Claim” means any liability, suit, action, claim, demand, loss, expense, penalty, fine, judgment or other cost of any kind or nature whatsoever, including reasonable fees, costs and expenses of attorneys, consultants, contractors and experts.

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“Closing Checklist” means that certain Closing Requirements and Checklist setting forth the conditions for closing the Loan and recording the Mortgages.

“Code” means the Internal Revenue Code of 1986, as amended.

“Condemnation” means any taking of title to, use of, or any other interest in the Property under the exercise of the power of condemnation or eminent domain, whether temporarily or permanently, by any Governmental Authority or by any other Person acting under or for the benefit of a Governmental Authority.

“Condemnation Awards” means any and all judgments, awards of damages (including severance and consequential damages), payments, proceeds, settlements, amounts paid for a taking in lieu of Condemnation, or other compensation heretofore or hereafter made, including interest thereon, and the right to receive the same, as a result of, or in connection with, any Condemnation or threatened Condemnation.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise, “Controlling” or “Controlled” have meanings correlative thereto.

“Debt Service” means the higher of (a) the actual principal and interest payable under the Loan during the applicable Calculation Period, or (b) the payments of principal and interest that would have been payable under a hypothetical loan during the Calculation Period, assuming (i) an initial loan balance equal to the principal balance of the Loan outstanding at the inception of the Calculation Period, (ii) an interest rate equal to the Assumed Interest Rate, and (iii) amortization of the aggregate principal indebtedness over a thirty (30) year amortization period.

“Debt Service Coverage Ratio” means, as of any Determination Date, for the applicable Calculation Period the ratio, as determined by Lender, of Net Operating Income to Debt Service.

“Default” means an event or circumstance that, with the giving of Notice or lapse of time, or both, would constitute an Event of Default under the provisions of this Agreement.

“Determination Date” means the last day of any fiscal year as of which Lender makes a determination regarding Borrower’s satisfaction or failure to satisfy the Debt Service Coverage Ratio as described herein.

“Dispute” means any controversy, claim or dispute between or among the parties to this Agreement, including any such controversy, claim or dispute arising out of or relating to (a) this Agreement, (b) any other Loan Document, (c) any related agreements or instruments, or (d) the transaction contemplated herein or therein (including any claim based on or arising from an alleged personal injury or business tort).

“Environmental Agreement” means, collectively, the Environmental Indemnification and Release Agreements of even date herewith by and between Borrower and Lender pertaining to the Property, as the same may from time to time be extended, amended, restated or otherwise modified.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Event of Default” means any event or circumstance specified in Article VI and the continuance of such event or circumstance beyond the applicable grace and/or cure periods therefor, if any, set forth in Article VI.

“Expenses” means all fees, charges, costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after an Event of Default) by Lender in making, funding, administering or modifying the Loan, in negotiating or entering into any “workout” of the Loan, or in exercising or enforcing any rights, powers and

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remedies provided in the Mortgages or any of the other Loan Documents, including reasonable attorneys’ fees, court costs, receiver’s fees, management fees and costs incurred in the repair, maintenance and operation of, or taking possession of, or selling, the Property.

“Governmental Authority” means any governmental or quasi-governmental entity, including any court, department, commission, board, bureau, agency, administration, service, district or other instrumentality of any governmental entity.

“Guarantor” means Sun Communities Operating Limited Partnership and its successors and assigns.

“Guaranty” means the Guaranty Agreement of even date herewith executed by Guarantor for the benefit of Lender, as the same may from time to time be extended, amended, restated, supplemented or otherwise modified.

“Insurance Proceeds” means the insurance claims under and the proceeds of any and all policies of insurance covering the Property or any part thereof, including all returned and unearned premiums with respect to any insurance relating to such Property, in each case whether now or hereafter existing or arising.

“Land” means the land described in and encumbered by the Mortgages.

“Laws” means all federal, state and local laws, statutes, rules, ordinances, regulations, codes, licenses, authorizations, decisions, injunctions, interpretations, orders or decrees of any court or other Governmental Authority having jurisdiction as may be in effect from time to time.

“Leases” means all leases, license agreements and other occupancy or use agreements (whether oral or written), now or hereafter existing, which cover or relate to the Property or any part thereof, together with all options therefor, amendments thereto and renewals, modifications and guaranties thereof, including any cash or security deposited under the Leases to secure performance by the tenants of their obligations under the Leases, whether such cash or security is to be held until the expiration of the terms of the Leases or applied to one or more of the installments of rent coming due thereunder.

“Loan” means the loan from Lender to Borrower, the repayment obligations in connection with which are evidenced by the Note.

“Loan Amount” means Fifteen Million Five Hundred Thirty Thousand and No/100 Dollars ($15,530,000.00).

“Loan Documents” means this Agreement, the Note, the Mortgages, the Environmental Agreement, the Guaranty, any Swap Contract, and any and all other documents which Borrower or Guarantor have executed and delivered, or may hereafter execute and deliver, to evidence, secure or guarantee the Obligations, or any part thereof, as the same may from time to time be extended, amended, restated, supplemented or otherwise modified.

“Mortgages” means, collectively, the Mortgages of even date herewith given by each Borrower to Lender to secure the Obligations, as the same may from time to time be extended, amended, restated, supplemented or otherwise modified.

“Net Operating Income” means, with respect to any period of time, the amount obtained by subtracting Operating Expenses from Actual Operating Revenue, as such amount may be adjusted by Lender in its reasonable discretion based on Lender’s customary underwriting standards, including adjustments for vacancy allowance and other concessions, less a capital expenditure reserve equal to $50 for each pad in the Property.  As used herein, “vacancy allowance” means an allowance for reductions in potential income attributable to vacancies, tenant turnover, and nonpayment of rent.

PAGE 25

“Net Proceeds,” when used with respect to any Condemnation Awards or Insurance Proceeds, means the gross proceeds from any Condemnation or Casualty remaining after payment of all expenses, including attorneys’ fees, incurred in the collection of such gross proceeds.

“Note” means the Promissory Note of even date herewith, in an amount equal to the Loan Amount, made by Borrower to the order of Lender, as the same may from time to time be extended, amended, restated, supplemented or otherwise modified.

“Notice” means a notice, request, consent, demand or other communication given in accordance with the provisions of Section 8.6 of this Agreement.

“Obligations” means all present and future debts, obligations and liabilities of Borrower to Lender arising pursuant to, or on account of, the provisions of this Agreement, the Note or any of the other Loan Documents, including the obligations: (a) to pay all principal, interest, late charges, prepayment premiums (if any) and other amounts due at any time under the Note; (b) to pay all Expenses, indemnification payments, fees and other amounts due at any time under the Mortgages or any of the other Loan Documents, together with interest thereon as provided in the Mortgages or such Loan Document; (c) to pay and perform all obligations of Borrower under any Swap Contract; and (d) to perform, observe and comply with all of the terms, covenants and conditions, expressed or implied, which Borrower is required to perform, observe or comply with pursuant to the terms of this Agreement, the Mortgages or any of the other Loan Documents.

“Operating Expenses” means, with respect to any period of time, the total of all expenses actually paid or payable, computed on an annualized basis in accordance with generally accepted accounting principles, of whatever kind relating to the ownership, operation, maintenance or management of the Property, including utilities, ordinary repairs and maintenance, insurance premiums, ground rents, if any, license fees, Taxes, advertising expenses, payroll and related taxes, management fees equal to the greater of 3% of Actual Operating Revenue or the management fees actually paid under any management agreement and operational equipment or other lease payments, but specifically excluding depreciation and amortization, income taxes, debt service on the Loan, and any item of expense that would otherwise be covered by the provisions hereof but which is paid by any tenant under such tenant’s Lease or other agreement.

“Person” means an individual, a corporation, a partnership, a joint venture, a limited liability company, a trust, an unincorporated association, any Governmental Authority or any other entity.

“Property” means, collectively, the real and personal property conveyed and encumbered by the Mortgages.

“Rents” means all of the rents, royalties, issues, profits, revenues, earnings, income and other benefits of the Property or any part thereof, or arising from the use or enjoyment of the Property or any part thereof, including all such amounts paid under or arising from any of the Leases and all fees, charges, accounts or other payments for the use or occupancy of rooms or other public facilities within the Property or any part thereof.

“State” means the State of Michigan.

“Swap Contract” means any agreement, whether or not in writing, relating to any Swap Transaction, including, unless the context otherwise clearly requires, any form of master agreement (the “Master Agreement”) published by the International Swaps and Derivatives Association, Inc., or any other master agreement, entered into prior to the date hereof or any time after the date hereof, between Swap Counterparty and Borrower, together with any related schedule and confirmation, as amended, supplemented, superseded or replaced from time to time.

“Swap Counterparty” means Lender or an Affiliate of Lender, in its capacity as counterparty under any Swap Contract.

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“Swap Transaction” means any transaction that is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap or option, bond option, note or bill option, interest rate option, forward foreign exchange transaction, cap transaction, collar transaction, floor transaction, currency swap transaction, cross-currency rate swap transaction, swap option, currency option, credit swap or default transaction, T-lock, or any other similar transaction (including any option to enter into the foregoing) or any combination of the foregoing, entered into prior to the date hereof or anytime after the date hereof between Swap Counterparty and Borrower so long as a writing, such as a Swap Contract, evidences the parties’ intent that such obligations shall be secured by the Mortgages in connection with the Loan.

“Taxes” means all taxes and assessments whether general or special, ordinary or extraordinary, or foreseen or unforeseen, which at any time may be assessed, levied, confirmed or imposed by any Governmental Authority or any communities facilities or other private district on Borrower or on any of its properties or assets or any part thereof or in respect of any of its franchises, businesses, income or profits, but excluding Lender’s income taxes.

“Transition Date” means the earlier of the following two dates:  (a) the date on which the indebtedness and obligations under the Loan have been paid, performed and finally discharged in full (without possibility for disgorgement), and the Mortgages have been released; or (b) the date on which the lien of the Mortgages is fully and finally foreclosed or a conveyance by deed in lieu of such foreclosure is fully and finally effective and possession of the Property has been given to and accepted by Lender or any other purchaser or grantee free of occupancy and claims to occupancy by Borrower and its heirs, devisees, representatives, successors and assigns or Lender otherwise has the control of the Property; provided that, if such payment, performance, release, foreclosure or conveyance is challenged, other than by the Lender, it agents, affiliates or employees, in bankruptcy proceedings or otherwise, the Transition Date shall be deemed not to have occurred until such challenge is validly released, dismissed with prejudice or otherwise barred by law from further assertion.

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Schedule 2

Leasing and Tenant Matters

1.           Representations and Warranties of Borrower Regarding Leases.

Borrower represents and warrants that Borrower has delivered to Lender the standard form of tenant lease used by Sun Communities, Inc. for all of its properties, together with an accurate and complete rent roll for the Property, and no Lease reflected on the rent roll contains any option or right of first refusal to purchase all or any substantial portion of the Property or any present or future interest therein.

2.           Covenants of Borrower Regarding Leases and Rents.

Borrower covenants that, except in the ordinary course of business, Borrower (a) will observe and perform all of the obligations imposed upon the landlord in the Leases and will not do or permit to be done anything to impair the security thereof; (b) will use its best efforts to enforce or secure, or cause to be enforced or secured, the performance of each and every obligation and undertaking of the respective tenants under the Leases and will appear in and defend, at Borrower’s sole cost and expense, any action or proceeding arising under, or in any manner connected with, the Leases; (c) will not collect any Rents, in excess of 10% of the gross annual rentals, in advance of the time when the same become due under the terms of the Leases; (d) will not discount any future accruing Rents; (e) without the prior written consent of Lender, will not execute any assignment of the Leases or the Rents; and (f) will execute and deliver, at the request of Lender, all such assignments of the Leases and Rents in favor of Lender as Lender may from time to time reasonably require so long as they do not increase the obligations of the Borrower or reduce the benefits to the Borrower under the Loan Documents.

3.           Leasing Guidelines.

Borrower shall not enter into any Lease of space in the Property unless approved or deemed approved by Lender prior to execution.  Borrower’s standard form of tenant lease has been approved by Lender.  Lender shall be “deemed” to have approved any Lease that: (a) is on the standard form lease approved by Lender; (b) is entered into in the ordinary course of business with a bona fide unrelated third party tenant, and Borrower, acting in good faith and exercising due diligence; (c) reflects an arm’s length transaction; and (d) contains no option or right of first refusal to purchase all or any substantial portion of the Property or any present or future interest therein.

4.           Delivery of Leasing Information and Documents.

From time to time upon Lender’s request, Borrower shall promptly deliver to Lender a complete rent roll of the Property in such detail as Lender may reasonably require, together with such operating statements and leasing schedules and reports as Lender may reasonably require.

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Schedule 3

Swap Contracts

1.           Swap Documentation.  Within the timeframes required by Lender and Swap Counterparty, Borrower shall deliver to Swap Counterparty the following documents and other items, executed and acknowledged as appropriate, all in form and substance reasonably satisfactory to Lender and Swap Counterparty: (a) Master Agreement in the form published by the International Swaps and Derivatives Association, Inc. and related schedule in the form agreed upon between Borrower and Swap Counterparty; (b) a confirmation under the foregoing, if applicable; (c) the Guaranty; (d) if Borrower is anything other than a natural person, evidence of due authorization to enter into transactions under the foregoing Swap Contract with Swap Counterparty, together with evidence of due authorization and execution of any Swap Contract; and such other title endorsements, documents, instruments and agreements as Lender and Swap Counterparty may reasonably require to evidence satisfaction of the conditions set forth in this Section 1 of Schedule 3.

2.           Conveyance and Security Interest.  To secure Borrower’s Obligations, Borrower hereby transfers, assigns and transfers to Lender, and grants to Lender a security interest in, all of Borrower’s right, title and interest, but not its obligations, duties or liabilities for any breach, in, under and to the Swap Contract, any and all amounts received by Borrower in connection therewith or to which Borrower is entitled thereunder, and all proceeds of the foregoing.

3.           Cross-Default.  It shall be an Event of Default under this Agreement if any Event of Default occurs as defined under any Swap Contract as to which Borrower is the Defaulting Party, or if any Termination Event occurs under any Swap Contract as to which Borrower is an Affected Party.  As used in this Section, the terms “Defaulting Party,” “Termination Event” and “Affected Party” have the meanings ascribed to them in the Swap Contract.

4.           Remedies; Cure Rights.  In addition to any and all other remedies to which Lender and Swap Counterparty are entitled at law or in equity, Swap Counterparty shall have the right, to the extent so provided in any Swap Contract or any Master Agreement relating thereto, (a) to declare an event of default, termination event or other similar event thereunder and to designate an Early Termination Date as defined under the Master Agreement, and (b) to determine net termination amounts in accordance with the Swap Contract and to setoff amounts between Swap Contracts.  Lender shall have the right at any time (but shall have no obligation) to take in its name or in the name of Borrower such action as Lender may at any time determine to be necessary or advisable to cure any default under any Swap Contract or to protect the rights of Borrower or Swap Counterparty thereunder; provided, however, that before the occurrence of an Event of Default under this Agreement, Lender shall give prior written notice to Borrower before taking any such action.  For this purpose, Borrower hereby constitutes Lender its true and lawful attorney-in-fact with full power of substitution, which power of attorney is coupled with an interest and irrevocable, to exercise, at the election of Lender, any and all rights and remedies of Borrower under the Swap Contract, including making any payments thereunder and consummating any transactions contemplated thereby, and to take any action that Lender may deem proper in order to collect, assert or enforce any claim, right or title, in and to the Swap Contract hereby assigned and conveyed, and generally to take any and all such action in relation thereto as Lender shall deem advisable.  Lender shall not incur any liability if any action so taken by Lender or on its behalf shall prove to be inadequate or invalid.  Borrower expressly understands and agrees that Lender is not hereby assuming any duties or obligations of Borrower to make payments to Swap Counterparty under any Swap Contract or under any other Loan Document.  Such payment duties and obligations remain the responsibility of Borrower notwithstanding any language in this Agreement.

PAGE 29

EX-10.3

Promissory Note

$15,530,000.00June 23, 2011

FOR VALUE RECEIVED, Cider Mill Village Mobile Home Park, LLC, a Michigan limited liability company; Country Hills Village Mobile Home Park, LLC, a Michigan limited liability company; Country Meadows Village Mobile Home Park, LLC, a Michigan limited liability company; and Sun Orange City LLC, a Michigan limited liability company (collectively, the “Borrower”), hereby promise to pay to the order of Bank of America, N.A., a national banking association (together with any and all of its successors and assigns and/or any other holder of this Note, “Lender”), without offset, in immediately available funds in lawful money of the United States of America, at 2600 West Big Beaver Road, Troy, Michigan 48084, the principal sum of Fifteen Million Five Hundred Thirty Thousand and No/100 Dollars ($15,530,000.00) (or the unpaid balance of all principal advanced against this Note, if that amount is less), together with interest on the unpaid principal balance of this Note from day to day outstanding as hereinafter provided.

Section 1.                      Payment Schedule and Maturity Date.  Prior to maturity, accrued and unpaid interest shall be due and payable in arrears on the 1st day of each month commencing on August 1, 2011.  The principal of this Note shall be due and payable in equal installments of $32,200.00 each, on April 1, 2012 and on the 1st day of each succeeding month thereafter until this Note shall have been fully paid and satisfied; provided, that on June 1, 2015 (the “Maturity Date”), the final maturity of this Note, the entire principal balance of this Note then unpaid and all accrued interest then unpaid shall be finally due and payable.

Section 2.                   Security; Loan Documents.  The security for this Note includes four Mortgages (as the same may from time to time be amended, restated, modified or supplemented, collectively the “Mortgage”) of even date herewith from Borrower to Lender, conveying and encumbering certain real and personal property more particularly described therein (the “Property”).  This Note, the Mortgage, the Term Loan Agreementbetween Borrower and Lender of even date herewith (as the same may from time to time be amended, restated, modified or supplemented, the “Loan Agreement”) and all other documents now or hereafter securing, guaranteeing or executed in connection with the loan evidenced by this Note (the “Loan”), as the same may from time to time be amended, restated, modified or supplemented, are herein sometimes called individually a “Loan Document” and together the “Loan Documents.”

Section 3                      Interest Rate.

(a)           BBA LIBOR Daily Floating Rate.  The unpaid principal balance of this Note from day to day outstanding which is not past due, shall bear interest at a fluctuating rate of interest per annum equal to the BBA LIBOR Daily Floating Rate for that day plus two hundred seventy five (275) basis points per annum.  The “BBA LIBOR Daily Floating Rate” shall mean a fluctuating rate of interest per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as reasonably selected by Lender from time to time) as determined for each Business Day at approximately 11:00 a.m. London time two (2) London Banking Days prior to the date in question, for U.S. Dollar deposits (for delivery on the first day of such interest period) with a one month term, as adjusted from time to time in Lender’s sole discretion for reserve requirements, deposit insurance assessment rates and other regulatory costs.  A “London Banking Day” is a day on which banks in London are open for business and dealing in offshore dollars.  Interest shall be computed for the actual number of days which have elapsed, on the basis of a 360-day year.

(b)           Alternative Rates.  Lender may notify Borrower if the BBA LIBOR Daily Floating Rate is not available for any reason, or if Lender reasonably determines that no adequate basis exists for determining the BBA LIBOR Daily Floating Rate, or that the BBA LIBOR Daily Floating Rate will not adequately and fairly reflect the cost to Lender of

PAGE 1

funding the Loan, or that any applicable Law or regulation or compliance therewith by Lender prohibits or restricts or makes impossible the charging of interest based on the BBA LIBOR Daily Floating Rate.  If Lender so notifies Borrower, then interest shall accrue and be payable on the unpaid principal balance of this Note at a fluctuating rate of interest equal to the Prime Rate of Lender plus one hundred fifty (150) basis points per annum, from the date of such notification by Lender until Lender notifies Borrower that the circumstances giving rise to such suspension no longer exist, or until the Maturity Date of this Note (whether by acceleration, declaration, extension or otherwise), whichever is earlier to occur.  The term “Prime Rate” means, on any day, the rate of interest per annum then most recently established by Lender as its “prime rate.”  Any such rate is a general reference rate of interest, may not be related to any other rate, and may not be the lowest or best rate actually charged by Lender to any customer or a favored rate and may not correspond with future increases or decreases in interest rates charged by other lenders or market rates in general, and Lender may make various business or other loans at rates of interest having no relationship to such rate.  Any change in the Prime Rate shall take effect at the opening of business on the day specified in the public announcement of a change in Lender’s Prime Rate.  If Lender (including any subsequent holder of this Note) ceases to exist or to establish or publish a prime rate from which the Prime Rate is then determined, the applicable variable rate from which the Prime Rate is determined thereafter shall be instead the prime rate reported in The Wall Street Journal (or the average prime rate if a high and a low prime rate are therein reported), and the Prime Rate shall change without notice with each change in such prime rate as of the date such change is reported.

(c)           Default Rate.  After the occurrence of a Default (including the expiration of any applicable cure period), the Lender, in the Lender’s sole discretion and without notice or demand, may raise the rate of interest accruing on the outstanding principal balance of this Note by three hundred (300) basis points above the rate of interest otherwise applicable, independent of whether the Lender elects to accelerate the outstanding principal balance of this Note.

Section 4                      Prepayment.  Borrower may prepay the principal balance of this Note, in full at any time or in part from time to time, without fee, premium or penalty, provided that: (a) Lender shall have actually received from Borrower prior written notice of (i) Borrower’s intent to prepay, (ii) the amount of principal which will be prepaid (the “Prepaid Principal”), and (iii) the date on which the prepayment will be made; (b) each prepayment shall be in the amount of $1,000 or a larger integral multiple of $1,000 (unless the prepayment retires the outstanding balance of this Note in full); and (c) each prepayment shall be in the amount of 100% of the Prepaid Principal, plus accrued unpaid interest thereon to the date of prepayment, plus any other sums which have become due to Lender under the Loan Documents on or before the date of prepayment but have not been paid.

Section 5.                   Late Charges.  If Borrower shall fail to make any payment under the terms of this Note (other than the payment due at maturity) within fifteen (15) days after the date such payment is due, Borrower shall pay to Lender on demand a late charge equal to four percent (4%) of the amount of such payment.  Such fifteen (15) day period shall not be construed as in any way extending the due date of any payment.  The late charge is imposed for the purpose of defraying the expenses of Lender incident to handling such delinquent payment.  This charge shall be in addition to, and not in lieu of, any other amount that Lender may be entitled to receive or action that Lender may be authorized to take as a result of such late payment.

Section 6.                   Certain Provisions Regarding Payments.  All payments made under this Note shall be applied, to the extent thereof, to late charges, to accrued but unpaid interest, to unpaid principal, and to any other sums due and unpaid to Lender under the Loan Documents.  Upon the occurrence of an Event of Default, all payments made under this Note shall be applied, to the extent thereof, in such manner and order as Lender may elect in its sole discretion, any instructions from Borrower or anyone else to the contrary notwithstanding.  Remittances shall be made without offset, demand, counterclaim, deduction, or recoupment (each of which is hereby waived) and shall be accepted subject to the condition that any check or draft may be handled for collection in accordance with the practice of the collecting bank or banks.  Acceptance by Lender of any payment in an amount less than the amount then due on any indebtedness shall be deemed an acceptance on account only, notwithstanding any notation on or accompanying such partial payment to the contrary, and shall not in any way (a)

PAGE 2

waive or excuse the existence of an Event of Default (as hereinafter defined), (b) waive, impair or extinguish any right or remedy available to Lender hereunder or under the other Loan Documents, or (c) waive the requirement of punctual payment and performance or constitute a novation in any respect.  Payments received after 2:00 p.m. shall be deemed to be received on, and shall be posted as of, the following Business Day.  Whenever any payment under this Note or any other Loan Document falls due on a day which is not a Business Day, such payment may be made on the next succeeding Business Day.

Section 7.                   Events of Default.  The occurrence of any one or more of the following shall constitute an “Event of Default” under this Note:

(a)         Borrower fails to pay any amounts payable by Borrower to Lender under the terms of this Note within seven (7) days after Lender gives written notice to the Borrower that such amounts are past due.

(b)         Any covenant, agreement or condition in this Note is not fully and timely performed, observed or kept.  If the breach is capable of being remedied, the breach will not be considered an Event of Default under this Note for a period of thirty (30) days after the date on which Lender gives written notice of the breach to Borrower, or, if the breach cannot be remedied within a period of thirty (30) days, such longer period of time as may be necessary to remedy the breach provided Borrower is diligently pursuing a remedy of the breach and completes it within a reasonable time.

(c)         An Event of Default (as therein defined) occurs under any of the Loan Documents other than this Note (subject to any applicable grace or cure period).

Section 8.                   Remedies.  Upon the occurrence of an Event of Default, Lender may at any time thereafter exercise any one or more of the following rights, powers and remedies:

(a)         Lender may accelerate the Maturity Date and declare the unpaid principal balance and accrued but unpaid interest on this Note, and all other amounts payable hereunder and under the other Loan Documents, at once due and payable, and upon such declaration the same shall at once be due and payable.

(b)         Lender may exercise any of its other rights, powers and remedies under the Loan Documents or at law or in equity.

Section 9.                   Remedies Cumulative.  All of the rights and remedies of Lender under this Note and the other Loan Documents are cumulative of each other and of any and all other rights at law or in equity, and the exercise by Lender of any one or more of such rights and remedies shall not preclude the simultaneous or later exercise by Lender of any or all such other rights and remedies.  No single or partial exercise of any right or remedy shall exhaust it or preclude any other or further exercise thereof, and every right and remedy may be exercised at any time and from time to time.  No failure by Lender to exercise, nor delay in exercising, any right or remedy shall operate as a waiver of such right or remedy or as a waiver of any Event of Default.

Section 10.                   Costs and Expenses of Enforcement.  Borrower agrees to pay to Lender on demand all costs and expenses incurred by Lender in seeking to collect this Note or to enforce any of Lender’s rights and remedies under the Loan Documents, including court costs and reasonable attorneys’ fees and expenses, whether or not suit is filed hereon, or whether in connection with bankruptcy, insolvency or appeal.

Section 11.                   Service of Process.  Borrower hereby consents to process being served in any suit, action, or proceeding instituted in connection with this Note by the mailing of a copy thereof by certified mail, postage prepaid, return receipt requested, to Borrower.  Borrower irrevocably agrees that such service shall be deemed to be service of process upon

PAGE 3

Borrower in any such suit, action, or proceeding.  Nothing in this Note shall affect the right of Lender to serve process in any manner otherwise permitted by law and nothing in this Note will limit the right of Lender otherwise to bring proceedings against Borrower in the courts of any jurisdiction or jurisdictions, subject to any provision or agreement for arbitration or dispute resolution set forth in the Loan Agreement.

Section 12.                   Heirs, Successors and Assigns.  The terms of this Note and of the other Loan Documents shall bind and inure to the benefit of the heirs, devisees, representatives, successors and assigns of the parties.  The foregoing sentence shall not be construed to permit Borrower to assign the Loan except as otherwise permitted under the Loan Documents.

Section 13.                   General Provisions.  Time is of the essence with respect to Borrower’s obligations under this Note.  If more than one person or entity executes this Note as Borrower, all of said parties shall be jointly and severally liable for payment of the indebtedness evidenced hereby.  Borrower and each party executing this Note as Borrower hereby severally (a) waive demand, presentment for payment, notice of dishonor and of nonpayment, protest, notice of protest, notice of intent to accelerate, notice of acceleration and all other notices (except any notices which are specifically required by this Note or any other Loan Document), filing of suit and diligence in collecting this Note or enforcing any of the security herefor; (b) agree to any substitution, subordination, exchange or release of any such security or the release of any party primarily or secondarily liable hereon; (c) agree that Lender shall not be required first to institute suit or exhaust its remedies hereon against Borrower or others liable or to become liable hereon or to perfect or enforce its rights against them or any security herefor; (d) consent to any extensions or postponements of time of payment of this Note for any period or periods of time and to any partial payments, before or after maturity, and to any other indulgences with respect hereto, without notice thereof to any of them; and (e) submit (and waive all rights to object) to non-exclusive personal jurisdiction of any state or federal court sitting in the state and county in which any of the Property is located  is to be madefor the enforcement of any and all obligations under this Note and the other Loan Documents; (f) waive the benefit of all homestead and similar exemptions as to this Note; (g) agree that their liability under this Note shall not be affected or impaired by any determination that any title, security interest or lien taken by Lender to secure this Note is invalid or unperfected; and (h) hereby subordinate to the Loan and the Loan Documents any and all rights against Borrower and any security for the payment of this Note, whether by subrogation, agreement or otherwise, until this Note is paid in full.  A determination that any provision of this Note is unenforceable or invalid shall not affect the enforceability or validity of any other provision and the determination that the application of any provision of this Note to any person or circumstance is illegal or unenforceable shall not affect the enforceability or validity of such provision as it may apply to other persons or circumstances.  This Note may not be amended except in a writing specifically intended for such purpose and executed by the party against whom enforcement of the amendment is sought.  Captions and headings in this Note are for convenience only and shall be disregarded in construing it.  THIS NOTE, AND ITS VALIDITY, ENFORCEMENT AND INTERPRETATION, SHALL BE GOVERNED BY MICHIGAN LAW (WITHOUT REGARD TO ANY CONFLICT OF LAWS PRINCIPLES) AND APPLICABLE UNITED STATES FEDERAL LAW.  Whenever a time of day is referred to herein, unless otherwise specified such time shall be the local time of the place where payment of this Note is to be made.  The term “Business Day” shall mean a day on which Lender is open for the conduct of substantially all of its banking business at its office in the city in which this Note is payable (excluding Saturdays and Sundays).  Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Loan Agreement.  The words “include” and “including” shall be interpreted as if followed by the words “without limitation.”

Section 14.                   Notices.  Any notice, request, or demand to or upon Borrower or Lender shall be deemed to have been properly given or made when delivered in accordance with the terms of the Loan Agreement regarding notices.

Section 15.                   No Usury.  It is expressly stipulated and agreed to be the intent of Borrower and Lender at all times to comply with applicable state law or applicable United States federal law (to the extent that it permits Lender to contract for, charge, take, reserve, or receive a greater amount of interest than under state law) and that this Section shall

PAGE 4

control every other covenant and agreement in this Note and the other Loan Documents.  If applicable state or federal law should at any time be judicially interpreted so as to render usurious any amount called for under this Note or under any of the other Loan Documents, or contracted for, charged, taken, reserved, or received with respect to the Loan, or if Lender’s exercise of the option to accelerate the Maturity Date, or if any prepayment by Borrower results in Borrower having paid any interest in excess of that permitted by applicable law, then it is Lender’s express intent that all excess amounts theretofore collected by Lender shall be credited on the principal balance of this Note and all other indebtedness secured by the Mortgage, and the provisions of this Note and the other Loan Documents shall immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new documents, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder or thereunder.  All sums paid or agreed to be paid to Lender for the use or forbearance of the Loan shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan.

Section 16.                   Disputes.  Disputes under this Note are subject to the dispute resolution provisions as set forth in the Loan Agreement and as to any dispute that for any reason is not within arbitration, the parties waive all rights to trial by jury, as further set forth in the Loan Agreement.

Section 17.                   Joint and Several Liability.

(a)           Each Borrower agrees that it is jointly and severally liable to Lender for the payment of all obligations arising under this Note and the other Loan Documents, and that such liability is independent of the obligations of any other Borrower.  Lender may bring an action against any Borrower, whether an action is brought against any other Borrower.

(b)           Each Borrower agrees that any release which may be given by Lender to another Borrower or any Guarantor will not release such Borrower from its obligations under this Note or any of the other Loan Documents.

(c)           Until the Loan is paid in full, each Borrower waives any right to assert against Lender any defense, setoff, counterclaim or claim that such Borrower may have against any other Borrower or any other party liable to Lender for the obligations of the Borrower under this Note or any of the other Loan Documents.

(d)           Each Borrower agrees that it is solely responsible for keeping itself informed as to the financial condition of each other Borrower and of all circumstances which bear upon the risk of nonpayment.  Each Borrower waives any right it may have to require Lender to disclose to such Borrower any information that Lender may now or hereafter acquire concerning the financial condition of any other Borrower.

(e)           Borrower represents and warrants to Lender that each Borrower will derive benefit, directly and indirectly, from the collective administration and availability of the Loan under this Note and the other Loan Documents.  Borrower agrees that Lender will not be required to inquire as to the disposition by any Borrower of funds disbursed in accordance with the terms of this Note or any of the other Loan Documents.

(f)           Until all obligations of Borrower to Lender under this Note and the other Loan Documents have been paid in full, each Borrower waives any right of subrogation, reimbursement, indemnification and contribution (contractual, statutory or otherwise), including any claim or right of subrogation under the Bankruptcy Code (Title 11, United States Code) or any successor statute, that such Borrower may now or hereafter have against any other Borrower with respect to the indebtedness incurred under this Note or any of the other Loan Documents.  Each Borrower waives any right to enforce any remedy which Lender now has or may hereafter have against any other Borrower, and waives any benefit of, and any right to participate in, any security now or hereafter held by Lender.

PAGE 5

(g)           Each Borrower hereby waives any election of remedies by Lender that impairs any subrogation or other right of such Borrower to proceed against any other Borrower or other person, including any loss of rights resulting from any applicable anti-deficiency laws relating to nonjudicial foreclosures of real property or other laws limiting, qualifying or discharging obligations or remedies.

[SIGNATURE PAGE FOLLOWS]

PAGE 6

IN WITNESS WHEREOF, Borrower has caused this Note to be executed as of the date first above written.

BORROWER:

Cider Mill Village Mobile Home Park, LLC, a Michigan limited liability company

By: Sun Communities Operating Limited Partnership, a Michigan limited partnership

Title: Manager

By: Sun Communities, Inc., a Maryland corporation

Title: General Partner

By: /s/ Jonathan M. Colman                              

Name:  Jonathan M. Colman

Title:  Executive Vice President - Acquisitions

Country Hills Village Mobile Home Park, LLC, a Michigan limited liability company

By: Sun Communities Operating Limited Partnership, a Michigan limited partnership

Title: Manager

By: Sun Communities, Inc., a Maryland corporation

Title: General Partner

By: /s/ Jonathan M. Colman                              

Name:  Jonathan M. Colman

Title:  Executive Vice President - Acquisitions

Country Meadows Village Mobile Home Park, LLC, a Michigan limited liability company

By: Sun Communities Operating Limited Partnership, a Michigan limited partnership

Title: Manager

By: Sun Communities, Inc., a Maryland corporation

Title: General Partner

By: /s/ Jonathan M. Colman                             

Name:  Jonathan M. Colman

Title:  Executive Vice President - Acquisitions

PAGE 7

Sun Orange City LLC, a Michigan limited liability company

By: Sun Communities Operating Limited Partnership, a Michigan limited partnership

Title: Member

By: Sun Communities, Inc., a Maryland corporation

Title: General Partner

By: /s/ Jonathan M. Colman                             

Name:  Jonathan M. Colman

Title:  Executive Vice President - Acquisitions

PAGE 8

EX-10.4

TERM LOAN AGREEMENT

by and between

Pinebrook Village Mobile Home Park, LLC,

a Michigan limited liability company,

Windsor Woods Village Mobile Home Park, LLC,

a Michigan limited liability company,

as Borrowers

and

Bank of America, N.A.,

a national banking association,

as Lender,

with respect to

Pinebrook Village, 444 Bellewood Street St., Kentwood, Kent County Michigan

Windsor Woods, 1135 W. Superior Street, Wayland, Allegan County, Michigan

Table of Contents

Article I General Information..................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................		1
Section 1.1	Conditions to Closing..............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	1
Section 1.2	Schedules...................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	1
Section 1.3	Defined Terms...........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	1
Article II Terms of the Loan...................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................		1
Section 2.1	The Loan....................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	1
Section 2.2	Advance.....................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	1
Section 2.3	Closing Fee................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	2
Section 2.4	Liability of Lender.....................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	2
Article III Representations and Warranties.........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................		2
Section 3.1	Organization, Power and Authority of Borrower; Loan Documents................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	2
Section 3.2	Other Documents; Laws..........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	2
Section 3.3	Taxes...........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	2
Section 3.4	Legal Actions............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	2
Section 3.5	Nature of Loan...........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	3
Section 3.6	Trade Names..............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	3
Section 3.7	Financial Statements.................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	3
Section 3.8	No Material Adverse Change.................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	3
Section 3.9	ERISA and Prohibited Transactions......................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	3
Section 3.10	Compliance with Laws and Zoning and Other Requirements; Encroachments..............................................................................................................................................................................................................................................................................................................................................................................................................................................................	3
Section 3.11	Utilities; Roads; Access..........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	4
Section 3.12	Other Liens.................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	4
Section 3.13	No Defaults................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	4
Article IV Affirmative Covenants and Agreements............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................		4
Section 4.1	Compliance with Laws; Use of Proceeds..............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	4
Section 4.2	Inspections; Cooperation........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	4
Section 4.3	Payment and Performance of Contractual Obligations.......................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	4
Section 4.4	Insurance....................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	5
Section 4.5	Adjustment of Condemnation and Insurance Claims..........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	6
Section 4.6	Utilization of Net Proceeds......................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	6
Section 4.7	Management..............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	7
Section 4.8	Books and Records; Financial Statements; Tax Returns....................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	7
Section 4.9	Estoppel Certificates.................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	8
Section 4.10	Taxes; Tax Receipts..................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	8
Section 4.11	Lender’s Rights to Pay and Perform......................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	8
Section 4.12	Reimbursement; Interest..........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	8
Section 4.13	Notification by Borrower.........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	8

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Section 4.14	Indemnification by Borrower...................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	8
Section 4.15	Fees and Expenses....................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	9
Section 4.16	Appraisals..................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	9
Section 4.17	Leasing and Tenant Matters...................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	9
Section 4.18	Preservation of Rights..............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	9
Section 4.19	Income from Property...............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	9
Section 4.20	Representations and Warranties............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	9
Section 4.21	Debt Service Coverage Ratio..................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	10
Section 4.22	Swap Contracts.........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	10
Article V Negative Covenants...............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................		10
Section 5.1	Conditional Sales......................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	10
Section 5.2	Insurance Policies and Bonds.................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	10
Section 5.3	Additional Debt.........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	10
Article VI Events of Default...................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................		10
Section 6.1	Payment Default........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	10
Section 6.2	Default Under Other Loan Documents..................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	11
Section 6.3	Accuracy of Information; Representations and Warranties..............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	11
Section 6.4	Deposits.....................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	11
Section 6.5	Insurance Obligations..............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	11
Section 6.6	Other Obligations......................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	11
Section 6.7	Construction Lien.....................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	11
Section 6.8	Bankruptcy.	11
Section 6.9	Appointment of Receiver, Trustee, Liquidator.....................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	12
Section 6.10	Inability to Pay Debts...............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	12
Section 6.11	Judgment....................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	12
Section 6.12	Dissolution; Change in Business Status...............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	12
Section 6.13	Default Under Other Indebtedness........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	12
Section 6.14	Change in Controlling Interest................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	12
Article VII Remedies on Default............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................		12
Section 7.1	Remedies on Default.................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	12
Section 7.2	No Release or Waiver; Remedies Cumulative and Concurrent..........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	13
Article VIII Miscellaneous......................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................		13
Section 8.1	Further Assurances; Authorization to File Documents.....................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	13
Section 8.2	No Warranty by Lender...........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	14
Section 8.3	Standard of Conduct of Lender..............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	14
Section 8.4	No Partnership...........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	14
Section 8.5	Severability................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	14
Section 8.6	Notices........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	14
Section 8.7	Permitted Successors and Assigns; Disclosure of Information........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	15

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Section 8.8	Modification; Waiver...............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	16
Section 8.9	Third Parties; Benefit................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	16
Section 8.10	Rules of Construction..............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	16
Section 8.11	Counterparts..............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	17
Section 8.12	Governing Law..........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	17
Section 8.13	Time of Essence........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	17
Section 8.14	Electronic Transmission of Data.............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	17
Section 8.15	Dispute Resolution...................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	17
Section 8.16	Forum..........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	19
Section 8.17	WAIVER OF JURY TRIAL....................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	19
Section 8.18	USA Patriot Act Notice............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	20
Section 8.19	Entire Agreement......................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................	20

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	Schedules to Term Loan Agreement
Schedule 1	Definitions
Schedule 2	Leasing and Tenant Matters
Schedule 3	Swap Contracts

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Term Loan Agreement

This Term Loan Agreement (this “Agreement”) is made as of the 23rd day of June, 2011, by and between Pinebrook Village Mobile Home Park, LLC, a Michigan limited liability company, and Windsor Woods Village Mobile Home Park, LLC, a Michigan limited liability company (collectively, the “Borrower”), and Bank of America, N.A., a national banking association (“Lender”).

Recitals

Borrower has applied to Lender for a loan for the purpose of acquiring the real property that will serve as security for the loan.  Lender has agreed to make the loan on the terms and conditions set forth in this Agreement and in the other documents evidencing and securing the loan.

Now, therefore, in consideration of the premises, and in further consideration of the mutual covenants and agreements herein set forth, the parties covenant and agree as follows:

Agreements

Article I

General Information.

Section 1.1                      Conditions to Closing.

The conditions precedent to closing the Loan and recording the Mortgages are set forth in the Closing Checklist and have been satisfied.

Section 1.2                      Schedules.

The Schedules attached to this Agreement are incorporated herein and made a part hereof.

Section 1.3                      Defined Terms.

Capitalized terms in this Agreement shall have the meanings ascribed to such terms in the Preamble hereto and in Schedule 1.

Article II

Terms of the Loan.

Section 2.1                      The Loan.

Borrower agrees to borrow the Loan from Lender, and Lender agrees to lend the Loan to Borrower, subject to the terms and conditions herein set forth, in an amount not to exceed the Loan Amount.  Interest shall accrue and be payable in arrears only on sums advanced hereunder for the period of time outstanding.  The Loan is not a revolving loan; amounts repaid may not be re-borrowed.

Section 2.2                      Advance.

At closing, Lender shall advance Loan proceeds in the amounts, and to the parties, specified in the closing statement agreed upon between Borrower and Lender.

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Section 2.3                      Closing Fee.

At closing, Borrower shall pay a loan fee in the amount of $10,000.00.  In the event the Loan has not been repaid in full on or before December 31, 2011, an additional loan fee in the amount of $8,500.00 shall be due on December 31, 2011.

Section 2.4                      Liability of Lender.

Lender shall in no event be responsible or liable to any Person other than Borrower for the disbursement of or failure to disburse the Loan proceeds or any part thereof and no Person other than Borrower shall have any right or claim against Lender under this Agreement or the other Loan Documents.

Article III

Representations and Warranties.

Each Borrower, for itself only, makes the following representations and warranties to Lender as of the date hereof:

Section 3.1                      Organization, Power and Authority of Borrower; Loan Documents.

Each Borrower (a) is a limited liability companyduly organized, existing and in good standing under the laws of the state in which it is organized and is duly qualified to do business and is in good standing in the state in which the Land is located (if different from the state of its formation) and in any other state where the nature of Borrower’s business or property requires it to be qualified to do business, and (b) has the power, authority and legal right to own its property and carry on the business now being conducted by it and to engage in the transactions contemplated by the Loan Documents.  The Loan Documents to which Borrower is a party have been duly executed and delivered by Borrower, and the execution and delivery of, and the carrying out of the transactions contemplated by, such Loan Documents, and the performance and observance of the terms and conditions thereof, have been duly authorized by all necessary organizational action by and on behalf of Borrower.  The Loan Documents to which Borrower is a party constitute the valid and legally binding obligations of Borrower and are fully enforceable against Borrower in accordance with their respective terms, except to the extent that such enforceability may be limited by laws generally affecting the enforcement of creditors’ rights.

Section 3.2                      Other Documents; Laws.

The execution and performance of the Loan Documents to which Borrower is a party and the consummation of the transactions contemplated thereby, to the Borrower’s knowledge, will not conflict with, result in any breach of, or constitute a default under, the organizational documents of Borrower, or, to the Borrower’s knowledge, any contract, agreement, document or other instrument to which Borrower is a party or by which Borrower or any of its properties may be bound or affected, and such actions do not and will not violate or contravene any Law to which Borrower is subject.

Section 3.3                      Taxes.

Borrower has filed all federal, state, county and municipal Tax returns required to have been filed by Borrower and has paid all Taxes which have become due pursuant to such returns or pursuant to any Tax assessments received by Borrower.

Section 3.4                      Legal Actions.

There are no Claims or investigations by or before any court or Governmental Authority, pending, or to the best of Borrower’s knowledge, threatened in writing against or affecting Borrower, Borrower’s business or the Property which

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would result in a material adverse effect to the Borrower.  Borrower is not in default with respect to any order, writ, injunction, decree or demand of any court or any Governmental Authority affecting Borrower or the Property.

Section 3.5                      Nature of Loan.

Borrower is a business or commercial organization.  The Loan is being obtained solely for business or investment purposes, and will not be used for personal, family, household or agricultural purposes.

Section 3.6                      Trade Names.

Borrower conducts its business solely under the name set forth in the Preamble to this Agreement and makes use of no trade names in connection therewith, unless such trade names have been previously disclosed to Lender in writing, including the names Windsor Woods Village Mobile Home Park and Pinebrook Village Manufactured Housing Community.

Section 3.7                      Financial Statements.

The financial statements heretofore delivered by Sun Communities, Inc. to Lender are true and correct in all material respects, have been prepared in accordance with sound accounting principles consistently applied, and fairly present the respective financial conditions of the subjects thereof as of the respective dates thereof.

Section 3.8                      No Material Adverse Change.

No material adverse change has occurred in the financial conditions reflected in the financial statements of Sun Communities, Inc. since the respective dates of such statements previously provided.

Section 3.9                      ERISA and Prohibited Transactions.

As of the date hereof and throughout the term of the Loan: (a) Borrower is not and will not be (i) an “employee benefit plan,” as defined in Section 3(3) of ERISA, (ii) a “governmental plan” within the meaning of Section 3(32) of ERISA, or (iii) a “plan” within the meaning of Section 4975(e) of the Code; (b) the assets of Borrower do not and will not constitute “plan assets” within the meaning of the United States Department of Labor Regulations set forth in Section 2510.3-101 of Title 29 of the Code of Federal Regulations; (c) transactions by or with Borrower are not and will not be subject to state statutes applicable to Borrower regulating investments of fiduciaries with respect to governmental plans; and (d) Borrower will not engage in any transaction that would cause any Obligation or any action taken or to be taken hereunder (or the exercise by Lender of any of its rights under the Mortgages or any of the other Loan Documents) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under ERISA or Section 4975 of the Code.  Borrower agrees to deliver to Lender such certifications or other evidence of compliance with the provisions of this Section as Lender may from time to time request.

Section 3.10                      Compliance with Laws and Zoning and Other Requirements; Encroachments.

To Borrower’s knowledge, Borrower is in compliance with the requirements of all applicable Laws.  To Borrower’s knowledge, the use of the Property complies with applicable zoning ordinances, regulations and restrictive covenants affecting the Land.  To Borrower’s knowledge, all use and other requirements of any Governmental Authority having jurisdiction over the Property have been satisfied.  Borrower has not received written notice that any violation of any Law exists with respect to the Property.  To Borrower’s knowledge, the Property is in compliance with all applicable use or other restrictions and the provisions of all applicable agreements, declarations and covenants and all applicable zoning and subdivision ordinances and regulations.

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Section 3.11                      Utilities; Roads; Access.

All utility services necessary for the operation of the Property for its intended purposes have been fully installed, including telephone service, cable television, water supply, storm and sanitary sewer facilities, natural gas and electric facilities.  All roads and other accesses necessary to serve the Land have been completed, are serviceable in all weather, and where required by the appropriate Governmental Authority, have been dedicated to and formally accepted by such Governmental Authority.

Section 3.12                      Other Liens.

Except for contracts for labor, materials and services furnished or to be furnished in connection with any construction at the Property or in the ordinary course of Borrower’s business, Borrower has made no contract or arrangement of any kind the performance of which by the other party thereto would give rise to a lien on the Property.

Section 3.13                      No Defaults.

There is no Default or Event of Default under any of the Loan Documents, and there is no default or event of default by Borrower under any material contract, agreement or other document related to the operation of the Property.

Article IV

Affirmative Covenants and Agreements.

           Borrower covenants as of the date hereof and until such time as all Obligations shall be paid and performed in full, that:

Section 4.1                      Compliance with Laws; Use of Proceeds.

Borrower shall comply with all Laws and all orders, writs, injunctions, decrees and demands of any court or any Governmental Authority affecting Borrower or the Property.  Borrower shall use all proceeds of the Loan for business purposes which are not in contravention of any Law or any Loan Document.

Section 4.2                      Inspections; Cooperation.

Borrower shall permit representatives of Lender to enter upon the Land, upon reasonable advance notice as provided below in this Section 4.2, to inspect the Property as well as all records and books of account maintained by or on behalf of Borrower relating thereto and to discuss the affairs, finances and accounts pertaining to the Loan and the Property with representatives of Borrower.  Borrower shall at all times reasonably cooperate and cause each and every one of its contractors, subcontractors and material suppliers to cooperate with the representatives of Lender in connection with or in aid of the performance of Lender’s functions under this Agreement.  Except in the event of an emergency, Lender shall give Borrower at least forty-eight hours’ notice by telephone in each instance before entering upon the Land and/or exercising any other rights granted in this Section.

Section 4.3                      Payment and Performance of Contractual Obligations.

Borrower shall perform in a timely manner all of its obligations under any and all contracts and agreements related to any construction activities at the Property or the maintenance or operation of the Property, and Borrower will pay when due all bills for services or labor performed and materials supplied in connection with such construction, maintenance and/or operation.  Within thirty (30) days after the filing of any construction lien or other lien or encumbrance against the Property, Borrower will promptly discharge the same by payment or filing a bond or otherwise as permitted by Law.  So long as Lender’s security has been protected by the filing of a bond or otherwise in a manner

PAGE 4

satisfactory to Lender in its reasonable discretion, Borrower shall have the right to contest in good faith any claim, lien or encumbrance, provided that Borrower does so diligently and without prejudice to Lender.

Section 4.4                      Insurance.

Borrower shall maintain the following insurance at its sole cost and expense:

(a)           Insurance against Casualty to the Property under a policy or policies covering such risks as are presently included in “special form” (also known as “all risk”) coverage, including such risks as are ordinarily insured against by similar businesses, but in any event including fire, lightning, windstorm, hail, explosion, riot, riot attending a strike, civil commotion, damage from aircraft, smoke, vandalism, malicious mischief and acts of terrorism.  Such insurance shall name Lender as mortgagee and loss payee.  Unless otherwise agreed in writing by Lender, such insurance shall be for the full insurable value of the Property on a replacement cost basis, with a deductible amount, if any, satisfactory to Lender.  No policy of insurance shall be written such that the proceeds thereof will produce less than the minimum coverage required by this Section by reason of co-insurance provisions or otherwise.  The term “full insurable value” means one hundred percent (100%) of the actual replacement cost of the Property (excluding foundation and excavation costs and costs of underground flues, pipes, drains and other uninsurable items).

(b)           Commercial (also known as comprehensive) general liability insurance on an “occurrence” basis against claims for “personal injury” liability and liability for death, bodily injury and damage to property, products and completed operations, in limits satisfactory to Lender with respect to any one occurrence and the aggregate of all occurrences during any given annual policy period.  Such insurance shall name Lender as an additional insured.

(c)           Workers’ compensation insurance for all employees of Borrower in such amount as is required by Law and including employer’s liability insurance, if required by Lender.

(d)           If at any time any portion of any structure on the Property securing the Loan is insurable against Casualty by flood and is located in a Special Flood Hazard Area under the Flood Disaster Protection Act of 1973, as amended, a flood insurance policy on the structure and any Borrower owned contents in form and amount acceptable to Lender but in no amount less than the amount sufficient to meet the requirements of applicable Law as such requirements may from time to time be in effect.

(e)           Such other and further insurance as may be required from time to time by Lender in order to comply with regular requirements and practices of Lender in similar transactions including, if required by Lender, boiler and machinery insurance, pollution liability insurance, wind insurance and earthquake insurance, so long as any such insurance is generally available at commercially reasonable premiums as determined by Lender from time to time.

Each policy of insurance (i) shall be issued by one or more insurance companies each of which must have an A.M. Best Company financial and performance rating of AIX or better and are qualified or authorized by the Laws of the State to assume the risks covered by such policy, (ii) with respect to the insurance described under the preceding Subsections (a) and (d), shall have attached thereto standard non-contributing, non-reporting mortgagee clauses in favor of and entitling Lender without contribution to collect any and all proceeds payable under such insurance, either as sole payee or as joint payee with Borrower, (iii) shall provide that such policy shall not be canceled or modified for nonpayment of premiums without at least ten (10) days prior written notice to Lender, or for any other reason without at least thirty (30) days prior written notice to Lender, and (iv) shall provide that any loss otherwise payable thereunder shall be payable notwithstanding any act or negligence of Borrower which might, absent such agreement, result in a forfeiture of all or a part of such insurance payment.  Borrower shall promptly pay all premiums when due on such insurance and, not less than ten (10) days prior to the expiration dates of each such policy, Borrower will deliver to Lender acceptable evidence of insurance, such as a renewal policy or policies marked “premium paid” or other evidence reasonably satisfactory to Lender reflecting that all required insurance is current and in force.  Borrower will immediately give Notice

PAGE 5

to Lender of any cancellation of, or change in, any insurance policy.  Lender shall not, because of accepting, rejecting, approving or obtaining insurance, incur any liability for (A) the existence, nonexistence, form or legal sufficiency thereof, (B) the solvency of any insurer, or (C) the payment of losses.  Borrower may satisfy any insurance requirement hereunder by providing one or more “blanket” insurance policies, subject to Lender’s approval in each instance as to limits, coverages, forms, deductibles, inception and expiration dates, and cancellation provisions.

Section 4.5                      Adjustment of Condemnation and Insurance Claims.

Borrower shall give prompt Notice to Lender of any Casualty or any Condemnation or threatened Condemnation.  Lender is authorized, at its sole and absolute option, in connection with any Claim in excess of $300,000, to commence, appear in and prosecute, in its own or Borrower’s name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith.  In such case, Lender shall have the right to receive all Condemnation Awards and Insurance Proceeds, and may deduct therefrom all of its Expenses.  However, so long as no Event of Default has occurred and Borrower is diligently pursuing its rights and remedies with respect to a Claim, Lender will obtain Borrower’s written consent (which consent shall not be unreasonably withheld or delayed) before making proof of loss for or settling or compromising such Claim in excess of $300,000.  Borrower agrees to diligently assert its rights and remedies with respect to each Claim and to promptly pursue the settlement and compromise of each Claim, subject to Lender’s approval in connection with any Claim in excess of $300,000, which approval shall not be unreasonably withheld or delayed.  Borrower is authorized to settle or compromise any Claim of $300,000 or less.  If, prior to the receipt by Lender of any Condemnation Award or Insurance Proceeds, the Property shall have been sold pursuant to the provisions of the Mortgages, Lender shall have the right to receive such funds (a) to the extent of any deficiency found to be due upon such sale with interest thereon (whether or not a deficiency judgment on the Mortgages shall have been sought or recovered or denied), and (b) to the extent necessary to reimburse Lender for its Expenses.  If any Condemnation Awards or Insurance Proceeds are paid to Borrower, Borrower shall receive the same in trust for Lender.  Within ten (10) days after Borrower’s receipt of any Condemnation Awards or Insurance Proceeds, Borrower shall deliver such awards or proceeds to Lender in the form in which they were received, together with any endorsements or documents that may be necessary to effectively negotiate or transfer the same to Lender.  Borrower agrees to execute and deliver from time to time, upon the reasonable request of Lender, such further instruments or documents as may be requested by Lender to confirm the grant and assignment to Lender of any Condemnation Awards or Insurance Proceeds.

Section 4.6                      Utilization of Net Proceeds.

(a)           Net Proceeds must be utilized either for payment of the Obligations or for the restoration of the Property.  Net Proceeds may be utilized for the restoration of the Property only if no Default shall exist and only if in the reasonable judgment of Lender (i) there has been no material adverse change in the financial viability of the Property which would impair the ability of the Borrower to repay the Loan, (ii) the Net Proceeds, together with other funds deposited with Lender for that purpose, are sufficient to pay the cost of the restoration pursuant to a budget and plans and specifications approved by Lender (which approval shall not be unreasonably withheld or delayed), and (iii) the restoration can be completed prior to the final maturity of the Loan and prior to the date required by any permanent loan commitment or any purchase and sale agreement or by any Lease.  Otherwise, Net Proceeds shall be utilized for payment of the Obligations.

(b)           If Net Proceeds are to be utilized for the restoration of the Property, the Net Proceeds, together with any other funds deposited with Lender for that purpose, must be deposited in a Borrower’s Deposit Account, which shall be an interest-bearing account, with all accrued interest to become part of Borrower’s deposit.  Borrower agrees that it shall include all interest and earnings on any such deposit as its income (and, if Borrower is a partnership or other pass-through entity, the income of its partners, members or beneficiaries, as the case may be), and shall be the owner of all funds on deposit in the Borrower’s Deposit Account for federal and applicable state and local tax purposes.  Lender shall have the exclusive right to manage and control all funds in the Borrower’s Deposit Account, but Lender shall have no fiduciary

PAGE 6

duty with respect to such funds and shall have no liability to the Borrower or any other party with respect thereto unless arising from the gross negligence or willful misconduct of Lender.  Lender will advance the deposited funds from time to time to Borrower or a contractor designated by Borrower for the payment of costs of restoration of the Property upon presentation of customary evidence reasonably acceptable to Lender that the portion of the restoration for which payment is to be made has been completed satisfactorily and lien-free.  Any account fees and charges may be deducted from the balance, if any, in the Borrower’s Deposit Account.  Borrower grants to Lender a security interest in the Borrower’s Deposit Account and all funds hereafter deposited to such deposit account, and any proceeds thereof, as security for the Obligations.  Such security interest shall be governed by the Uniform Commercial Code of the State, and Lender shall have available to it all of the rights and remedies available to a secured party thereunder.  The Borrower’s Deposit Account may be established and held in such name or names as Lender shall deem appropriate, including in the name of Lender.  Borrower hereby constitutes and appoints Lender and any officer or agent of Lender its true and lawful attorneys-in-fact with full power of substitution, which respect to any Claim which the Lender is authorized to make proof of loss for and to settle or comprise under Section 4.5, to open the Borrower’s Deposit Account and to do any and every act that Borrower might do on its own behalf to fulfill the terms of this Section 4.6.  To the extent permitted by Law, Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof.  It is understood and agreed that this power of attorney, which shall be deemed to be a power coupled with an interest, cannot be revoked.

Section 4.7                      Management.

Borrower at all times shall provide for the competent and responsible management and operation of the Property.  At all times, Borrower shall cause the Property to be managed by an Approved Manager.  All management contracts affecting the Property shall be terminable upon thirty (30) days’ written notice without penalty or charge (except for unpaid accrued management fees).  All management contracts must be approved in writing by Lender prior to the execution of the same (which approval shall not be unreasonably withheld or delayed).

Section 4.8                      Books and Records; Financial Statements; Tax Returns.

Borrower will keep and maintain full and accurate books and records administered in accordance with sound accounting principles, consistently applied, showing in detail the earnings and expenses of the Property and the operation thereof.  Borrower will keep and maintain its books and records, including recorded data of any kind and regardless of the medium of recording, at the address of Borrower set forth in Section 8.6.  Upon reasonable advance notice, Borrower shall permit Lender, or any Person authorized by Lender, to inspect and examine such books and records (regardless of where maintained) and all supporting vouchers and data and to make copies and extracts therefrom at all reasonable times and as often as may be requested by Lender.  Borrower will furnish or cause to be furnished to Lender annual financial statements, including balance sheets and income statements, for Sun Communities, Inc., within ninety (90) days after each fiscal year end.  The financial statements must be audited with an opinion satisfactory to Lender by an independent certified public accountant satisfactory to Lender.  Borrower will also furnish or cause to be furnished to Lender quarterly, unaudited, financial statements, including balance sheets and income statements, for Sun Communities, Inc., within sixty (60) days after each fiscal quarter end (except the last).  Borrower will also furnish or cause to be furnished to Lender quarterly operating statements for the Property within sixty (60) days after each fiscal quarter end.  In addition, Borrower will furnish or cause to be furnished to Lender, with reasonable promptness, such other interim financial statements of Borrower, Sun Communities, Inc. and the Property, together with such additional information, reports or statements in connection therewith, as Lender may from time to time reasonably request.  All financial and operating statements must be in form and detail acceptable to Lender and must be certified as to accuracy by Borrower or Sun Communities, Inc., as the case may be.  Borrower shall provide, upon Lender’s request, convenient facilities for the audit and verification of any such statement.  All certifications and signatures on behalf of corporations, partnerships, limited liability companies and other entities shall be by an authorized representative of the reporting party.

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Section 4.9                      Estoppel Certificates.

Within fourteen (14) days after any request by Lender or a proposed assignee or purchaser of the Loan or any interest therein, Borrower shall certify in writing to Lender, or to such proposed assignee or purchaser, the then unpaid balance of the Loan and whether, to Borrower’s knowledge, Borrower claims any right of defense or setoff to the payment or performance of any of the Obligations, and if Borrower claims any such right of defense or setoff, Borrower shall give a detailed written description of such claimed right.

Section 4.10                      Taxes; Tax Receipts.

Borrower shall pay and discharge all Taxes prior to the date on which penalties are attached thereto unless and to the extent only that such Taxes are contested in accordance with the terms of the Mortgages.  If Borrower fails, following demand, to provide Lender the tax receipts required under the Mortgages, without limiting any other remedies available to Lender, Lender may, at Borrower’s sole expense, obtain and enter into a tax services contract with respect to the Property with a tax reporting agency satisfactory to Lender.

Section 4.11                      Lender’s Rights to Pay and Perform.

If, after any required notice, Borrower fails to promptly pay or perform any of the Obligations within any applicable grace or cure periods, Lender, without further Notice to or demand upon Borrower, and without waiving or releasing any Obligation or Default, may (but shall be under no obligation to) at any time thereafter make such payment or perform such act for the account and at the expense of Borrower.  Lender may enter upon the Property for that purpose and take all action thereon as Lender considers reasonably necessary or appropriate.

Section 4.12                      Reimbursement; Interest.

Subject to applicable notice and cure periods, if Lender shall incur any Expenses or pay any Claims by reason of the Loan or the rights and remedies provided under the Loan Documents (regardless of whether or not any of the Loan Documents expressly provide for an indemnification by Borrower against such Claims), Lender’s payment of such Expenses and Claims shall constitute advances to Borrower which shall be paid by Borrower to Lender on demand, together with interest thereon from the date incurred until paid in full at the rate of interest then applicable to the Loan under the terms of the Note.Each advance shall be secured by the Mortgages and the other Loan Documents as fully as if made to Borrower, regardless of the disposition thereof by the party or parties to whom such advance is made.  Notwithstanding the foregoing, however, in any actions or proceedings to foreclose the Mortgages or to recover or collect the Obligations, the provisions of Law governing the recovery of costs, disbursements and allowances shall prevail unaffected by this Section.

Section 4.13                      Notification by Borrower.

Borrower will promptly give Notice to Lender of the occurrence of any Default or Event of Default hereunder or under any of the other Loan Documents.

Section 4.14                      Indemnification by Borrower.

Borrower agrees to indemnify Lender and to hold Lender harmless from and against, and to defend Lender by counsel approved by Lender against, any and all Claims directly or indirectly arising out of or resulting from any transaction, act, omission, event or circumstance in any way connected with the Property or the Loan, including any Claim arising out of or resulting from (a) any construction activity at the Property, including any defective workmanship or materials; (b) any failure by Borrower to comply with the requirements of any Laws or to comply with any agreement that applies or pertains to the Property, including any agreement with a broker or “finder” in connection with the Loan or

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other financing of the Property; (c) any failure by Borrower to observe and perform any of the obligations imposed upon the landlord under the Leases; (d) any other Default or Event of Default hereunder or under any of the other Loan Documents; or (e) any assertion or allegation that Lender is liable for any act or omission of Borrower or any other Person in connection with the ownership, financing, leasing, operation or sale of the Property; provided, however, that Borrower shall not be obligated to indemnify Lender with respect to any Claim arising from the gross negligence or willful misconduct of Lender.  The agreements and indemnifications contained in this Section shall apply to Claims arising both before and after the repayment of the Loan, as a result of any act, omission, event or condition existing or occurring on or before the Transition Date, and shall survive the repayment of the Loan, any foreclosure or deed, assignment or conveyance in lieu thereof and any other action by Lender to enforce the rights and remedies of Lender hereunder or under the other Loan Documents.

Section 4.15                      Fees and Expenses.

Borrower shall pay all reasonable fees, charges, costs and expenses required to satisfy the conditions of the Loan Documents.  Without limitation of the foregoing, subject to applicable notice and cure periods, Borrower will pay, when due, and if paid by Lender will reimburse Lender on demand for, all reasonable fees and expenses of any construction consultant (if any), the title insurer, environmental engineers, appraisers, surveyors and Lender’s counsel in connection with the closing, administration, modification or any “workout” of the Loan, or the enforcement of Lender’s rights and remedies under any of the Loan Documents.

Section 4.16                      Appraisals.

Lender may obtain from time to time an appraisal of all or any part of the Property, prepared in accordance with written instructions from Lender, from a third-party appraiser satisfactory to, and engaged directly by, Lender.  The cost of one such appraisal obtained by Lender in each calendar year and the cost of each such appraisal obtained by Lender following the occurrence of an Event of Default shall by borne by Borrower and shall be paid by Borrower on demand.

Section 4.17                      Leasing and Tenant Matters.

Borrower shall comply with the terms and conditions of Schedule 2 in connection with the leasing of space within the Property.

Section 4.18                      Preservation of Rights.

Borrower shall obtain, preserve and maintain in good standing, as applicable, all rights, privileges and franchises necessary or desirable for the operation of the Property and the conduct of Borrower’s business thereon or therefrom.

Section 4.19                      Income from Property.

Borrower shall first apply all income derived from the Property, including all income from Leases, to pay costs and expenses associated with the ownership, maintenance, operation and leasing of the Property, including all amounts then required to be paid under the Loan Documents, before using or applying such income for any other purpose.  No such income shall be distributed or paid to any member, partner, shareholder or, if Borrower is a trust, to any beneficiary or trustee, unless and until all such costs and expenses which are then due shall have been paid in full.

Section 4.20                      Representations and Warranties.

Borrower shall take all reasonable actions and shall do all things reasonably necessary or desirable to cause all of Borrower’s representations and warranties in this Agreement to be true and correct at all times in all material respects.

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Section 4.21                      Debt Service Coverage Ratio.

Borrower shall maintain a Debt Service Coverage Ratio of at least 1.35 to 1.00, as of the end of each fiscal quarter ending on or after December 31, 2011 and on or before March 31, 2012, and a Debt Service Coverage Ratio of at least 1.40 to 1.00, as of the end of each fiscal quarter ending on or after June 30, 2012.

Section 4.22                      Swap Contracts.

In the event that Borrower shall elect to enter into a Swap Contract with Swap Counterparty, Borrower shall comply with all of the terms and conditions of Schedule 3 with respect to all Swap Contracts.

Article V

Negative Covenants.

           Borrower covenants as of the date hereof and until such time as all Obligations shall be paid and performed in full, that:

Section 5.1                      Conditional Sales.

Borrower shall not incorporate in the Property any property acquired under a conditional sales contract or lease or as to which the vendor retains title or a security interest, without the prior written consent of Lender, except Borrower or Guarantor, or their respective Affiliates, may enter into contracts to sell or lease homes within the Property.

Section 5.2                      Insurance Policies and Bonds.

Borrower shall not do or permit to be done anything that would affect the coverage or indemnities provided for pursuant to the provisions of any insurance policy, performance bond, labor and material payment bond or any other bond given in connection with any construction at the Property.

Section 5.3                      Additional Debt.

Borrower shall not incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than (a) the Loan, and (b) advances or trade debt or accrued expenses incurred in the ordinary course of business of operating the Property.  No other debt may be secured by the Property, whether senior, subordinate or pari passu.

Article VI

Events of Default.

The occurrence or happening, from time to time, of any one or more of the following shall constitute an Event of Default under this Agreement:

Section 6.1                      Payment Default.

Borrower fails to pay any Obligation under this Agreement within seven (7) days after Notice from the Lender that such Obligation is past due.

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Section 6.2                      Default Under Other Loan Documents.

An Event of Default (as defined therein) occurs under the Note or any of the Mortgages or any other Loan Document, or Borrower or Guarantor fails to promptly pay, perform, observe or comply with any term, obligation or agreement contained in any of the Loan Documents (within any applicable grace or cure period).

Section 6.3                      Accuracy of Information; Representations and Warranties.

Any information contained in any financial statement, schedule, report or any other document delivered by Borrower or Guarantor to Lender in connection with the Loan proves not to be in all material respects true and accurate at the time when made, or Borrower or Guarantor shall have failed to state any material fact or any fact necessary to make such information not misleading, or any representation or warranty contained in this Agreement or in any other Loan Document or other document, certificate or opinion delivered to Lender in connection with the Loan, proves to be incorrect or misleading in any material respect either on the date when made or on the date when reaffirmed pursuant to the terms of this Agreement.

Section 6.4                      Deposits.

Borrower fails to deposit funds with Lender, in the amount requested by Lender, pursuant to the provisions of Section 4.6, within ten (10) days from the effective date of a Notice from Lender requesting such deposit, or Borrower fails to deliver to Lender any Condemnation Awards or Insurance Proceeds within ten (10) days after Borrower’s receipt thereof.

Section 6.5                      Insurance Obligations.

Borrower fails to promptly perform or comply with any of the covenants contained in the Loan Documents with respect to maintaining insurance, including the covenants contained in Section 4.4.

Section 6.6                      Other Obligations.

Borrower fails to promptly perform or comply with any of the Obligations set forth in this Agreement (other than those expressly described in other Sections of this Article VI), and such failure continues uncured for a period of thirty (30) days after Notice from Lender to Borrower, unless (a) such failure, by its nature, is not reasonably capable of being cured within such period, and (b) within such period, Borrower commences to cure such failure and thereafter diligently prosecutes the cure thereof, and (c) Borrower causes such failure to be cured no later than ninety (90) days after the date of such Notice from Lender.

Section 6.7                      Construction Lien.

A lien for the performance of work or the supply of materials filed against the Property remains unsatisfied or unbonded for a period of thirty (30) days after the date of filing or service.

Section 6.8                      Bankruptcy.

Any Borrower, any general partner of a Borrower or the Guarantor files a bankruptcy petition or makes a general assignment for the benefit of creditors, or a bankruptcy petition is filed against Borrower, any general partner of a Borrower or the Guarantor and such involuntary bankruptcy petition continues undismissed for a period of ninety (90) days after the filing thereof.

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Section 6.9                      Appointment of Receiver, Trustee, Liquidator.

Any Borrower, any general partner of a Borrower or the Guarantor applies for or consents in writing to the appointment of a receiver, trustee or liquidator of Borrower, any general partner of a Borrower, the Guarantor, the Property, or all or substantially all of the other assets of Borrower, any general partner of a Borrower or the Guarantor, or an order, judgment or decree is entered by any court of competent jurisdiction on the application of a creditor appointing a receiver, trustee or liquidator of Borrower, the Guarantor, the Property, or all or substantially all of the other assets of Borrower or the Guarantor.

Section 6.10                      Inability to Pay Debts.

Any Borrower or the Guarantor becomes unable or admits in writing its inability or fails generally to pay its debts as they become due.

Section 6.11                      Judgment.

A final nonappealable judgment for the payment of money involving more than $1,000,000 is entered against a Borrower or the Guarantor, and such Borrower or the Guarantor fails to discharge the same, or fails to cause it to be discharged or bonded off to Lender’s reasonable satisfaction, within sixty (60) days from the date of the entry of such judgment.

Section 6.12                      Dissolution; Change in Business Status.

Unless the written consent of Lender is previously obtained, all or substantially all of the business assets of Borrower, any general partner of a Borrower or the Guarantor are sold, Borrower or the Guarantor is dissolved, or there occurs any merger or consolidation involving Borrower or the Guarantor, unless the successor resulting from such merger or consolidation is controlled by Sun Communities, Inc.

Section 6.13                      Default Under Other Indebtedness.

Any Borrower or the Guarantor fails to pay any indebtedness (other than the Loan) owed by such Borrower or such Guarantor to Lender when and as due and payable (whether by acceleration or otherwise) within any applicable grace or cure period.

Section 6.14                      Change in Controlling Interest.

Without the prior written consent of Lender (which consent may be conditioned, among other matters, on the issuance of a satisfactory endorsement to the title insurance policy insuring Lender’s interests under the Mortgages), the controlling interest in a Borrower ceases to be owned by Sun Communities Operating Limited Partnership, or any successor by merger or otherwise which is controlled by Sun Communities, Inc.

Article VII

Remedies on Default.

Section 7.1                      Remedies on Default.

Upon the happening of any Event of Default, Lender shall have the right, in addition to any other rights or remedies available to Lender under the Mortgages or any of the other Loan Documents or under applicable Law, to exercise any one or more of the following rights and remedies:

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(a)           Lender may accelerate all of Borrower’s Obligations under the Loan Documents whereupon such Obligations shall become immediately due and payable, without notice of default, acceleration or intention to accelerate, presentment or demand for payment, protest or notice of nonpayment or dishonor, or notices or demands of any kind or character (all of which are hereby waived by Borrower).

(b)           Lender may apply to any court of competent jurisdiction for, and obtain appointment of, a receiver for the Property.

(c)           Lender may set off the amounts due Lender under the Loan Documents against any and all accounts, credits, money, securities or other property of Borrower now or hereafter on deposit with, held by or in the possession of Lender to the credit or for the account of Borrower, without notice to or the consent of Borrower.

Section 7.2                      No Release or Waiver; Remedies Cumulative and Concurrent.

Borrower shall not be relieved of any Obligation by reason of the failure of Lender to comply with any request of Borrower or of any other Person to take action to foreclose on the Property under the Mortgages or otherwise to enforce any provision of the Loan Documents, or by reason of the release, regardless of consideration, of all or any part of the Property.  No delay or omission of Lender to exercise any right, power or remedy accruing upon the happening of an Event of Default shall impair any such right, power or remedy or shall be construed to be a waiver of any such Event of Default or any acquiescence therein.  No delay or omission on the part of Lender to exercise any option for acceleration of the maturity of the Obligations, or for foreclosure of the Mortgages following any Event of Default as aforesaid, or any other option granted to Lender hereunder in any one or more instances, or the acceptance by Lender of any partial payment on account of the Obligations shall constitute a waiver of any such Event of Default and each such option shall remain continuously in full force and effect.  No remedy herein conferred upon or reserved to Lender is intended to be exclusive of any other remedies provided for in the Loan Documents, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder, or under the Loan Documents, or now or hereafter existing at Law or in equity or by statute.  Every right, power and remedy given by the Loan Documents to Lender shall be concurrent and may be pursued separately, successively or together against Borrower or the Property or any part thereof, and every right, power and remedy given by the Loan Documents may be exercised from time to time as often as may be deemed expedient by Lender.

Article VIII

Miscellaneous.

Section 8.1                      Further Assurances; Authorization to File Documents.

At any time, and from time to time, upon the reasonable request by Lender, Borrower will, at Borrower’s expense, (a) correct any defect, error or omission which may be discovered in the form or content of any of the Loan Documents, and (b) make, execute, deliver and record, or cause to be made, executed, delivered and recorded, any and all further instruments, certificates and other documents as may, in the reasonable opinion of Lender, be necessary or desirable in order to complete, perfect or continue and preserve the liens of the Mortgages; provided, however, that such correction or further instruments, certificates or other documents shall not increase the Obligations or reduce the benefits to Borrower under the Loan or the Loan Documents.  Upon any failure by Borrower to do so, after any applicable notice and cure periods, Lender may make, execute and record any and all such instruments, certificates and other documents for and in the name of Borrower, all at the sole expense of Borrower, and Borrower hereby appoints Lender the agent and attorney-in-fact of Borrower to do so, this appointment being coupled with an interest and being irrevocable.  Without limitation of the foregoing, Borrower irrevocably authorizes Lender at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements deemed reasonably necessary by Lender to establish or maintain the validity, perfection and priority of the security interests granted in the Mortgages, and Borrower ratifies any such filings made by Lender prior to the date hereof.  In addition, at any time, and from time to time, upon request by

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Lender, Borrower will, at Borrower's expense, provide any and all further instruments, certificates and other documents as may, in the opinion of Lender, be necessary or desirable in order to verify the Borrower's identity and background in a manner reasonably satisfactory to Lender.

Section 8.2                      No Warranty by Lender.

By accepting or approving anything required to be observed, performed or fulfilled by Borrower or to be given to Lender pursuant to this Agreement, including any certificate, survey, receipt, appraisal or insurance policy, Lender shall not be deemed to have warranted or represented the sufficiency, legality, effectiveness or legal effect of the same, or of any term, provision or condition thereof and any such acceptance or approval thereof shall not be or constitute any warranty or representation with respect thereto by Lender, other than Borrower having complied with its Obligations with respect to such item or matter.

Section 8.3                      Standard of Conduct of Lender.

Nothing contained in this Agreement or any other Loan Document shall limit the right of Lender to exercise its business judgment or to act, in the context of the granting or withholding of any advance or consent under this Agreement or any other Loan Document, in a subjective manner, whether or not objectively reasonable under the circumstances, so long as Lender’s exercise of its business judgment or action is made or undertaken in good faith.  Borrower and Lender intend by the foregoing to set forth and affirm their entire understanding with respect to the standard pursuant to which Lender’s duties and obligations are to be judged and the parameters within which Lender’s discretion may be exercised hereunder and under the other Loan Documents.  As used herein, “good faith” means honesty in fact in the conduct and transaction concerned.

Section 8.4                      No Partnership.

Nothing contained in this Agreement shall be construed in a manner to create any relationship between Borrower and Lender other than the relationship of borrower and lender and Borrower and Lender shall not be considered partners or co-venturers for any purpose on account of this Agreement.

Section 8.5                      Severability.

In the event any one or more of the provisions of this Agreement or any of the other Loan Documents shall for any reason be held to be invalid, illegal or unenforceable, in whole or in part or in any other respect, or in the event any one or more of the provisions of any of the Loan Documents operates or would prospectively operate to invalidate this Agreement or any of the other Loan Documents, then and in either of those events, at the option of Lender, such provision or provisions only shall be deemed null and void and shall not affect the validity of the remaining Obligations, and the remaining provisions of the Loan Documents shall remain operative and in full force and effect and shall in no way be affected, prejudiced or disturbed thereby.

Section 8.6                      Notices.

All Notices required or which any party desires to give hereunder or under any other Loan Document shall be in writing and, unless otherwise specifically provided in such other Loan Document, shall be deemed sufficiently given or furnished if delivered by personal delivery, by nationally recognized overnight courier service or by certified United States mail, postage prepaid, addressed to the party to whom directed at the applicable address set forth below (unless changed by similar notice in writing given by the particular party whose address is to be changed) or by facsimile.  Any Notice shall be deemed to have been given either at the time of personal delivery or, in the case of courier or mail, as of the date of first attempted delivery at the address and in the manner provided herein, or, in the case of facsimile, upon receipt; provided that service of a Notice required by any applicable statute shall be considered complete when the

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requirements of that statute are met.  Notwithstanding the foregoing, no notice of change of address shall be effective except upon actual receipt.  This Section shall not be construed in any way to affect or impair any waiver of notice or demand provided in this Agreement or in any other Loan Document or to require giving of notice or demand to or upon any Person in any situation or for any reason.

The addresses and fax numbers of Borrower are:

Pinebrook Village Mobile Home Park LLC

c/o Sun Communities, Inc.

27777 Franklin Rd., Suite 200

Southfield, MI 48034

Fax Number: 248-208-2646

Windsor Woods Village Mobile Home Park LLC

c/o Sun Communities, Inc.

27777 Franklin Rd., Suite 200

Southfield, MI 48034

Fax Number: 248-208-2646

With a copy to:

Mark D. Rubenfire, Esq.

Jaffe Raitt Heuer & Weiss PC

27777 Franklin Rd., Suite 2500

Southfield, MI 48034

The address and fax number of Lender are:

Bank of America, N.A.

Mail Code: MI8-900-04-20

2600 West Big Beaver Road

Troy, Michigan 48084

Attn: Kathleen W. Bozek

Fax Number: (248) 631-0415

With a copy to:

Daniel C. Watson, Esq.

Bodman LLP

6th Floor at Ford Field

1901 St. Antoine Street

Detroit, Michigan 48226

Section 8.7                      Permitted Successors and Assigns; Disclosure of Information.

(a)           Each and every one of the covenants, terms, provisions and conditions of this Agreement and the Loan Documents shall apply to, bind and inure to the benefit of Borrower, its successors and those assigns of Borrower consented to in writing by Lender, and shall apply to, bind and inure to the benefit of Lender and the endorsees, transferees, successors and assigns of Lender, and all Persons claiming under or through any of them.

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(b)           Borrower agrees not to transfer, assign, pledge or hypothecate any right or interest in any payment or advance due pursuant to this Agreement, or any of the other benefits of this Agreement, without the prior written consent of Lender, which consent may be withheld by Lender in its sole and absolute discretion.  Any such transfer, assignment, pledge or hypothecation made or attempted by Borrower without the prior written consent of Lender shall be void and of no effect.  No consent by Lender to an assignment shall be deemed to be a waiver of the requirement of prior written consent by Lender with respect to each and every further assignment and as a condition precedent to the effectiveness of such assignment.

(c)           Lender may sell or offer to sell the Loan or interests therein to one or more assignees or participants.  Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and to the extent, if any, specified in any such assignment or participation, such assignee(s) or participant(s) shall have the same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder.  No such assignment or participation shall increase the Borrower’s Obligations nor decrease the Borrower’s rights or benefits under the Loan Documents.  Borrower shall not be obligated to reimburse the Lender or any assignee(s) or participant(s) for any of their costs or expenses in connection with any such assignment or participation.  Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower or the Guarantor, to any actual or prospective assignee or participant (provided that such actual or prospective assignee or participant shall agree to treat all financial information exchanged as confidential) to Lender’s Affiliates, including Merrill Lynch, Pierce, Fenner & Smith Incorporated; to any regulatory body having jurisdiction over Lender; or to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the Loan.

Section 8.8                      Modification; Waiver.

None of the terms or provisions of this Agreement may be changed, waived, modified, discharged or terminated except by instrument in writing executed by the party or parties against whom enforcement of the change, waiver, modification, discharge or termination is asserted.  None of the terms or provisions of this Agreement shall be deemed to have been abrogated or waived by reason of any failure or failures to enforce the same.

Section 8.9                      Third Parties; Benefit.

All conditions to the obligation of Lender to make advances hereunder are imposed solely and exclusively for the benefit of Lender and its assigns and no other Persons shall have standing to require satisfaction of such conditions in accordance with their terms or be entitled to assume that Lender will refuse to make advances in the absence of strict compliance with any or all thereof and no other Person shall, under any circumstances, be deemed to be the beneficiary of such conditions, any or all of which may be freely waived in whole or in part by Lender at any time in the sole and absolute exercise of its discretion.  The terms and provisions of this Agreement are for the benefit of the parties hereto and, except as herein specifically provided, no other Person shall have any right or cause of action on account thereof.

Section 8.10                      Rules of Construction.

The words “hereof,” “herein,” “hereunder,” “hereto,” and other words of similar import refer to this Agreement in its entirety.  The terms “agree” and “agreements” mean and include “covenant” and “covenants.”  The words “include” and “including” shall be interpreted as if followed by the words “without limitation.”  The captions and headings contained in this Agreement are included herein for convenience of reference only and shall not be considered a part hereof and are not in any way intended to define, limit or enlarge the terms hereof.  All references (a) made in the neuter, masculine or feminine gender shall be deemed to have been made in all such genders, (b) made in the singular or plural number shall be deemed to have been made, respectively, in the plural or singular number as well, (c) to the Loan Documents are to the same as extended, amended, restated, supplemented or otherwise modified from time to time unless

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expressly indicated otherwise, (d) to the Land or the Property shall mean all or any portion of each of the foregoing, respectively, and (e) to Articles, Sections and Schedules are to the respective Articles, Sections and Schedules contained in this Agreement unless expressly indicated otherwise.

Section 8.11                      Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be considered an original for all purposes; provided, however, that all such counterparts shall together constitute one and the same instrument.

Section 8.12                      Governing Law.

This Agreement shall be governed by and construed, interpreted and enforced in accordance with the laws of the State.

Section 8.13                      Time of Essence.

Time shall be of the essence for each and every provision of this Agreement of which time is an element.

Section 8.14                      Electronic Transmission of Data.

Lender and Borrower agree that certain data related to the Loan (including confidential information, documents, applications and reports) may be transmitted electronically, including transmission over the Internet.  This data may be transmitted to, received from or circulated among agents and representatives of Borrower and/or Lender and their Affiliates and other Persons involved with the subject matter of this Agreement.  Borrower acknowledges and agrees that (a) there are risks associated with the use of electronic transmission and that Lender does not control the method of transmittal or service providers, (b) Lender has no obligation or responsibility whatsoever and assumes no duty or obligation for the security, receipt or third party interception of any such transmission, and (c) Borrower will release, hold harmless and indemnify Lender from any claim, damage or loss, including that arising in whole or part from Lender’s strict liability or sole, comparative or contributory negligence, which is related to the electronic transmission of data.

Section 8.15                      Dispute Resolution.

(a)           Arbitration.  Except to the extent expressly provided below, any Dispute shall, upon the request of either party, be determined by binding arbitration in accordance with the Federal Arbitration Act, Title 9, United States Code (or if not applicable, the applicable state law), the then-current rules for arbitration of financial services disputes of AAA and the “Special Rules” set forth below.  In the event of any inconsistency, the Special Rules shall control.  The filing of a court action is not intended to constitute a waiver of the right of Borrower or Lender, including the suing party, thereafter to require submittal of the Dispute to arbitration.  Any party to this Agreement may bring an action, including a summary or expedited proceeding, to compel arbitration of any Dispute in any court having jurisdiction over such action.  For the purposes of this Dispute Resolution Section only, the terms “party” and “parties” shall include any parent corporation, subsidiary or Affiliate of Lender involved in the servicing, management or administration of any obligation described in or evidenced by this Agreement, together with the officers, employees, successors and assigns of each of the foregoing.

(b)           Special Rules.

(i)           The arbitration shall be conducted in any U.S. state where real or tangible personal property collateral is located, or if there is no such collateral, in the City and County where Lender is located pursuant to its address for notice purposes in this Agreement.

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(ii)           The arbitration shall be administered by AAA, who will appoint an arbitrator.  If AAA is unwilling or unable to administer the arbitration, or if AAA is unwilling or unable to enforce or legally precluded from enforcing any and all provisions of this Dispute Resolution Section, then any party to this Agreement may substitute another arbitration organization that has similar procedures to AAA and that will observe and enforce any and all provisions of this Dispute Resolution Section.  All Disputes shall be determined by one arbitrator; however, if the amount in controversy in a Dispute exceeds Five Million Dollars ($5,000,000), upon the request of any party, the Dispute shall be decided by three arbitrators (for purposes of this Agreement, referred to collectively as the “arbitrator”).

(iii)           All arbitration hearings will be commenced within ninety (90) days of the demand for arbitration and completed within ninety (90) days from the date of commencement; provided, however, that upon a showing of good cause, the arbitrator shall be permitted to extend the commencement of such hearing for up to an additional sixty (60) days.

(iv)           The judgment and the award, if any, of the arbitrator shall be issued within thirty (30) days of the close of the hearing.  The arbitrator shall provide a concise written statement setting forth the reasons for the judgment and for the award, if any.  The arbitration award, if any, may be submitted to any court having jurisdiction to be confirmed and enforced, and such confirmation and enforcement shall not be subject to arbitration.

(v)           The arbitrator will give effect to statutes of limitations and any waivers thereof in determining the disposition of any Dispute and may dismiss one or more claims in the arbitration on the basis that such claim or claims is or are barred.  For purposes of the application of the statute of limitations, the service on AAA under applicable AAA rules of a notice of Dispute is the equivalent of the filing of a lawsuit.

(vi)           Any dispute concerning this arbitration provision, including any such dispute as to the validity or enforceability of this provision, or whether a Dispute is arbitrable, shall be determined by the arbitrator; provided, however, that the arbitrator shall not be permitted to vary the express provisions of these Special Rules or the Reservations of Rights in subsection (c) below.

(vii)           The arbitrator shall have the power to award legal fees and costs pursuant to the terms of this Agreement.

(viii)           The arbitration will take place on an individual basis without reference to, resort to, or consideration of any form of class or class action.

(c)           Reservations of Rights.  Nothing in this Agreement shall be deemed to (i) limit the applicability of any otherwise applicable statutes of limitation and any waivers contained in this Agreement, or (ii) apply to or limit the right of Lender (A) to exercise self help remedies such as (but not limited to) setoff, or (B) to foreclose judicially or nonjudicially against any real or personal property collateral, or to exercise judicial or nonjudicial power of sale rights, or (C) to obtain from a court provisional or ancillary remedies such as (but not limited to) injunctive relief, writ of possession, prejudgment attachment, or the appointment of a receiver, or (iii) apply to or limit the right of either party to pursue rights against a party to this Agreement in a third-party proceeding in any action brought in a state, federal or international court, tribunal or hearing body (including actions in specialty courts, such as bankruptcy and patent courts).  Lender may exercise the rights set forth in clauses (ii) (A) through (C), inclusive, and either party may exercise the rights set forth in clause (iii), before, during or after the pendency of any arbitration proceeding brought pursuant to this Agreement.  Neither the exercise of self help remedies nor the institution or maintenance of an action for foreclosure or provisional or ancillary remedies shall constitute a waiver of the right of any party, including the claimant in any such action, to arbitrate the merits of the Dispute occasioning resort to such remedies.  No provision in the Loan Documents

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regarding submission to jurisdiction and/or venue in any court is intended or shall be construed to be in derogation of the provisions in any Loan Document for arbitration of any Dispute.

(d)           Conflicting Provisions for Dispute Resolution.  If there is any conflict between the terms, conditions and provisions of this Section and those of any other provision or agreement for arbitration or dispute resolution, the terms, conditions and provisions of this Section shall prevail as to any Dispute arising out of or relating to (i) this Agreement, (ii) any other Loan Document, (iii) any related agreements or instruments, or (iv) the transaction contemplated herein or therein (including any claim based on or arising from an alleged personal injury or business tort).  In any other situation, if the resolution of a given Dispute is specifically governed by another provision or agreement for arbitration or dispute resolution, the other provision or agreement shall prevail with respect to said Dispute.

(e)           Jury Trial Waiver in Arbitration.  By agreeing to this Section, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of any Dispute.

Section 8.16                      Forum.

Borrower hereby irrevocably submits generally and unconditionally for itself and in respect of its property to the jurisdiction of any state court or any United States federal court sitting in the State specified in the governing law section of this Agreement over any Dispute and to the jurisdiction of any state court or any United States federal court sitting in the State in connection with the enforcement of the Mortgages.  Borrower hereby irrevocably waives, to the fullest extent permitted by Law, any objection that Borrower may now or hereafter have to the laying of venue in any such court and any claim that any such court is an inconvenient forum.  Borrower hereby agrees and consents that, in addition to any methods of service of process provided for under applicable law, all service of process in any such suit, action or proceeding in any state court or any United States federal court sitting in the state specified in the governing law section of this Agreement may be made by certified or registered mail, return receipt requested, directed to Borrower at its address for notice set forth in this Agreement, or at a subsequent address of which Lender received actual notice from Borrower in accordance with the notice section of this Agreement, and service so made shall be complete five (5) days after the same shall have been so mailed.  Nothing herein shall affect the right of Lender to serve process in any manner permitted by Law or limit the right of Lender to bring proceedings against Borrower in any other court or jurisdiction.

Section 8.17                      WAIVER OF JURY TRIAL.

WITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES’ AGREEMENT TO ARBITRATE ANY “DISPUTE” (FOR PURPOSES OF THIS SECTION, AS DEFINED IN SCHEDULE 1) AS SET FORTH IN THIS AGREEMENT, TO THE EXTENT ANY “DISPUTE” IS NOT SUBMITTED TO ARBITRATION OR IS DEEMED BY THE ARBITRATOR OR BY ANY COURT WITH JURISDICTION TO BE NOT ARBITRABLE OR NOT REQUIRED TO BE ARBITRATED, BORROWER AND LENDER WAIVE TRIAL BY JURY IN RESPECT OF ANY SUCH “DISPUTE” AND ANY ACTION ON SUCH “DISPUTE.”  THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY BORROWER AND LENDER, AND BORROWER AND LENDER HEREBY REPRESENT THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY PERSON OR ENTITY TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT.  THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THE LOAN DOCUMENTS.  BORROWER AND LENDER ARE EACH HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER OF JURY TRIAL.  BORROWER FURTHER REPRESENTS AND WARRANTS THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL SELECTED

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OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.

Section 8.18                      USA Patriot Act Notice.

Lender hereby notifies Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), Lender is required to obtain, verify and record information that identifies Borrower, which information includes the name and address of Borrower and other information that will allow Lender to identify Borrower in accordance with the Act.

Section 8.19                      Entire Agreement.

The Loan Documents constitute the entire understanding and agreement between Borrower and Lender with respect to the transactions arising in connection with the Loan, and supersede all prior written or oral understandings and agreements between Borrower and Lender with respect to the matters addressed in the Loan Documents.  In particular, and without limitation, the terms of any commitment by Lender to make the Loan are merged into the Loan Documents.  Except as incorporated in writing into the Loan Documents, there are no representations, understandings, stipulations, agreements or promises, oral or written, with respect to the matters addressed in the Loan Documents.  If there is any conflict between the terms, conditions and provisions of this Agreement and those of any other instrument or agreement, including any other Loan Document, the terms, conditions and provisions of this Agreement shall prevail.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, Borrower and Lender have caused this Agreement to be executed as of the date first above written.

BORROWER:

Pinebrook Village Mobile Home Park, LLC, a Michigan limited liability company

By: Sun Communities Operating Limited Partnership, a Michigan limited partnership

Title: Manager

By: Sun Communities, Inc., a Maryland corporation

Title: General Partner

By:   /s/ Jonathan M. Colman                                                                                           

Name:  Jonathan M. Colman

Title:  Executive Vice President

Windsor Woods Village Mobile Home Park, LLC, a Michigan limited liability company

By: Sun Communities Operating Limited Partnership, a Michigan limited partnership

Title: Manager

By: Sun Communities, Inc., a Maryland corporation

Title: General Partner

By:  /s/ Jonathan M. Colman                                                                                            

Name:  Jonathan M. Colman

Title:  Executive Vice President

LENDER:

Bank of America, N.A.

By:  /s/ Kathleen W. Bozek                                                                                                       

Name:  Kathleen W. Bozek

Title:  Senior Vice President

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Schedule 1

Definitions

Unless the context otherwise specifies or requires, the following terms shall have the meanings herein specified, such definitions to be applicable equally to the singular and the plural forms of such terms and to all genders:

“AAA” means the American Arbitration Association, or any successor thereof.

“Act” means the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

“Actual Operating Revenue” means, with respect to any period of time, all income, computed on an annualized basis in accordance with generally accepted accounting principles, collected from the ownership and operation of the Property from whatever source (other than any source affiliated with Borrower or the Guarantor), including Rents, utility charges, escalations, forfeited security deposits, interest on credit accounts, service fees or charges, license fees, parking fees, and other required pass-throughs, but excluding sales, use and occupancy or other taxes on receipts required to be accounted for by Borrower to any Governmental Authority, refunds from tenants, uncollectible accounts, sales of furniture, fixtures and equipment, interest income, Condemnation Awards, Insurance Proceeds (other than business interruption or other loss of income insurance), unforfeited security deposits, utility and other similar deposits, income from tenants not paying rent, income from tenants in bankruptcy, and non-recurring or extraordinary income, including lease termination payments.  Actual Operating Revenue shall be net of rent concessions and credits.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Approved Manager” means Borrower or any Affiliate of Borrower or Guarantor or any other reputable and creditworthy property manager, subject to the prior approval of Lender, not to be unreasonably withheld, with a portfolio of properties comparable to the Property under active management.

“Assumed Interest Rate” means the annual yield payable on the last day of the applicable Calculation Period on ten (10) year United States Treasury obligations in amounts approximating the principal balance of the Loan outstanding at the inception of the Calculation Period plus two hundred fifty (250) basis points per annum; provided, however, that the Assumed Interest Rate shall be not less than seven percent (7.0%) per annum.

“Authorized Signer” means any signer of this Agreement, acting alone, or any other representative of Borrower duly designated and authorized by Borrower to sign draw requests in a writing addressed to Lender.

“Banking Day” means any day that is not a Saturday, Sunday or banking holiday in the State.

“Borrower’s Deposit Account” means an account established with Lender pursuant to the terms of Section 4.6.

“Calculation Period” means the twelve (12) month period ending on any Determination Date.

“Casualty” means any act or occurrence of any kind or nature that results in material damage, loss or destruction to the Property.

“Claim” means any liability, suit, action, claim, demand, loss, expense, penalty, fine, judgment or other cost of any kind or nature whatsoever, including reasonable fees, costs and expenses of attorneys, consultants, contractors and experts.

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“Closing Checklist” means that certain Closing Requirements and Checklist setting forth the conditions for closing the Loan and recording the Mortgages.

“Code” means the Internal Revenue Code of 1986, as amended.

“Condemnation” means any taking of title to, use of, or any other interest in the Property under the exercise of the power of condemnation or eminent domain, whether temporarily or permanently, by any Governmental Authority or by any other Person acting under or for the benefit of a Governmental Authority.

“Condemnation Awards” means any and all judgments, awards of damages (including severance and consequential damages), payments, proceeds, settlements, amounts paid for a taking in lieu of Condemnation, or other compensation heretofore or hereafter made, including interest thereon, and the right to receive the same, as a result of, or in connection with, any Condemnation or threatened Condemnation.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise, “Controlling” or “Controlled” have meanings correlative thereto.

“Debt Service” means the higher of (a) the actual principal and interest payable under the Loan during the applicable Calculation Period, or (b) the payments of principal and interest that would have been payable under a hypothetical loan during the Calculation Period, assuming (i) an initial loan balance equal to the principal balance of the Loan outstanding at the inception of the Calculation Period, (ii) an interest rate equal to the Assumed Interest Rate, and (iii) amortization of the aggregate principal indebtedness over a twenty-five (25) year amortization period.

“Debt Service Coverage Ratio” means, as of any Determination Date, for the applicable Calculation Period the ratio, as determined by Lender, of Net Operating Income to Debt Service.

“Default” means an event or circumstance that, with the giving of Notice or lapse of time, or both, would constitute an Event of Default under the provisions of this Agreement.

“Determination Date” means the last day of any fiscal year as of which Lender makes a determination regarding Borrower’s satisfaction or failure to satisfy the Debt Service Coverage Ratio as described herein.

“Dispute” means any controversy, claim or dispute between or among the parties to this Agreement, including any such controversy, claim or dispute arising out of or relating to (a) this Agreement, (b) any other Loan Document, (c) any related agreements or instruments, or (d) the transaction contemplated herein or therein (including any claim based on or arising from an alleged personal injury or business tort).

“Environmental Agreement” means, collectively, the Environmental Indemnification and Release Agreements of even date herewith by and between Borrower and Lender pertaining to the Property, as the same may from time to time be extended, amended, restated or otherwise modified.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Event of Default” means any event or circumstance specified in Article VI and the continuance of such event or circumstance beyond the applicable grace and/or cure periods therefor, if any, set forth in Article VI.

“Expenses” means all fees, charges, costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after an Event of Default) by Lender in making, funding, administering or modifying the Loan, in negotiating or entering into any “workout” of the Loan, or in exercising or enforcing any rights, powers and

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remedies provided in the Mortgages or any of the other Loan Documents, including reasonable attorneys’ fees, court costs, receiver’s fees, management fees and costs incurred in the repair, maintenance and operation of, or taking possession of, or selling, the Property.

“Governmental Authority” means any governmental or quasi-governmental entity, including any court, department, commission, board, bureau, agency, administration, service, district or other instrumentality of any governmental entity.

“Guarantor” means Sun Communities Operating Limited Partnership and its successors and assigns.

“Guaranty” means the Guaranty Agreement of even date herewith executed by Guarantor for the benefit of Lender, as the same may from time to time be extended, amended, restated, supplemented or otherwise modified.

“Insurance Proceeds” means the insurance claims under and the proceeds of any and all policies of insurance covering the Property or any part thereof, including all returned and unearned premiums with respect to any insurance relating to such Property, in each case whether now or hereafter existing or arising.

“Land” means the land described in and encumbered by the Mortgages.

“Laws” means all federal, state and local laws, statutes, rules, ordinances, regulations, codes, licenses, authorizations, decisions, injunctions, interpretations, orders or decrees of any court or other Governmental Authority having jurisdiction as may be in effect from time to time.

“Leases” means all leases, license agreements and other occupancy or use agreements (whether oral or written), now or hereafter existing, which cover or relate to the Property or any part thereof, together with all options therefor, amendments thereto and renewals, modifications and guaranties thereof, including any cash or security deposited under the Leases to secure performance by the tenants of their obligations under the Leases, whether such cash or security is to be held until the expiration of the terms of the Leases or applied to one or more of the installments of rent coming due thereunder.

“Loan” means the loan from Lender to Borrower, the repayment obligations in connection with which are evidenced by the Note.

“Loan Amount” means Seven Million Four Hundred Thousand and No/100 Dollars ($7,400,000.00).

“Loan Documents” means this Agreement, the Note, the Mortgages, the Environmental Agreement, the Guaranty, any Swap Contract, and any and all other documents which Borrower or Guarantor have executed and delivered, or may hereafter execute and deliver, to evidence, secure or guarantee the Obligations, or any part thereof, as the same may from time to time be extended, amended, restated, supplemented or otherwise modified.

“Mortgages” means, collectively, the Mortgages of even date herewith given by each Borrower to Lender to secure the Obligations, as the same may from time to time be extended, amended, restated, supplemented or otherwise modified.

“Net Operating Income” means, with respect to any period of time, the amount obtained by subtracting Operating Expenses from Actual Operating Revenue, as such amount may be adjusted by Lender in its reasonable discretion based on Lender’s customary underwriting standards, including adjustments for vacancy allowance and other concessions, less a capital expenditure reserve equal to $50 for each pad in the Property.  As used herein, “vacancy allowance” means an allowance for reductions in potential income attributable to vacancies, tenant turnover, and nonpayment of rent.

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“Net Proceeds,” when used with respect to any Condemnation Awards or Insurance Proceeds, means the gross proceeds from any Condemnation or Casualty remaining after payment of all expenses, including attorneys’ fees, incurred in the collection of such gross proceeds.

“Note” means the Promissory Note of even date herewith, in an amount equal to the Loan Amount, made by Borrower to the order of Lender, as the same may from time to time be extended, amended, restated, supplemented or otherwise modified.

“Notice” means a notice, request, consent, demand or other communication given in accordance with the provisions of Section 8.6 of this Agreement.

“Obligations” means all present and future debts, obligations and liabilities of Borrower to Lender arising pursuant to, or on account of, the provisions of this Agreement, the Note or any of the other Loan Documents, including the obligations: (a) to pay all principal, interest, late charges, prepayment premiums (if any) and other amounts due at any time under the Note; (b) to pay all Expenses, indemnification payments, fees and other amounts due at any time under the Mortgages or any of the other Loan Documents, together with interest thereon as provided in the Mortgages or such Loan Document; (c) to pay and perform all obligations of Borrower under any Swap Contract; and (d) to perform, observe and comply with all of the terms, covenants and conditions, expressed or implied, which Borrower is required to perform, observe or comply with pursuant to the terms of this Agreement, the Mortgages or any of the other Loan Documents.

“Operating Expenses” means, with respect to any period of time, the total of all expenses actually paid or payable, computed on an annualized basis in accordance with generally accepted accounting principles, of whatever kind relating to the ownership, operation, maintenance or management of the Property, including utilities, ordinary repairs and maintenance, insurance premiums, ground rents, if any, license fees, Taxes, advertising expenses, payroll and related taxes, management fees equal to the greater of 3% of Actual Operating Revenue or the management fees actually paid under any management agreement and operational equipment or other lease payments, but specifically excluding depreciation and amortization, income taxes, debt service on the Loan, and any item of expense that would otherwise be covered by the provisions hereof but which is paid by any tenant under such tenant’s Lease or other agreement.

“Person” means an individual, a corporation, a partnership, a joint venture, a limited liability company, a trust, an unincorporated association, any Governmental Authority or any other entity.

“Property” means, collectively, the real and personal property conveyed and encumbered by the Mortgages.

“Rents” means all of the rents, royalties, issues, profits, revenues, earnings, income and other benefits of the Property or any part thereof, or arising from the use or enjoyment of the Property or any part thereof, including all such amounts paid under or arising from any of the Leases and all fees, charges, accounts or other payments for the use or occupancy of rooms or other public facilities within the Property or any part thereof.

“State” means the State of Michigan.

“Swap Contract” means any agreement, whether or not in writing, relating to any Swap Transaction, including, unless the context otherwise clearly requires, any form of master agreement (the “Master Agreement”) published by the International Swaps and Derivatives Association, Inc., or any other master agreement, entered into prior to the date hereof or any time after the date hereof, between Swap Counterparty and Borrower, together with any related schedule and confirmation, as amended, supplemented, superseded or replaced from time to time.

“Swap Counterparty” means Lender or an Affiliate of Lender, in its capacity as counterparty under any Swap Contract.

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“Swap Transaction” means any transaction that is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap or option, bond option, note or bill option, interest rate option, forward foreign exchange transaction, cap transaction, collar transaction, floor transaction, currency swap transaction, cross-currency rate swap transaction, swap option, currency option, credit swap or default transaction, T-lock, or any other similar transaction (including any option to enter into the foregoing) or any combination of the foregoing, entered into prior to the date hereof or anytime after the date hereof between Swap Counterparty and Borrower so long as a writing, such as a Swap Contract, evidences the parties’ intent that such obligations shall be secured by the Mortgages in connection with the Loan.

“Taxes” means all taxes and assessments whether general or special, ordinary or extraordinary, or foreseen or unforeseen, which at any time may be assessed, levied, confirmed or imposed by any Governmental Authority or any communities facilities or other private district on Borrower or on any of its properties or assets or any part thereof or in respect of any of its franchises, businesses, income or profits, but excluding Lender’s income taxes.

“Transition Date” means the earlier of the following two dates:  (a) the date on which the indebtedness and obligations under the Loan have been paid, performed and finally discharged in full (without possibility for disgorgement), and the Mortgages have been released; or (b) the date on which the lien of the Mortgages is fully and finally foreclosed or a conveyance by deed in lieu of such foreclosure is fully and finally effective and possession of the Property has been given to and accepted by Lender or any other purchaser or grantee free of occupancy and claims to occupancy by Borrower and its heirs, devisees, representatives, successors and assigns or Lender otherwise has the control of the Property; provided that, if such payment, performance, release, foreclosure or conveyance is challenged, other than by the Lender, it agents, affiliates or employees, in bankruptcy proceedings or otherwise, the Transition Date shall be deemed not to have occurred until such challenge is validly released, dismissed with prejudice or otherwise barred by law from further assertion.

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Schedule 2

Leasing and Tenant Matters

1.           Representations and Warranties of Borrower Regarding Leases.

Borrower represents and warrants that Borrower has delivered to Lender the standard form of tenant lease used by Sun Communities, Inc. for all of its properties, together with an accurate and complete rent roll for the Property, and no Lease reflected on the rent roll contains any option or right of first refusal to purchase all or any substantial portion of the Property or any present or future interest therein.

2.           Covenants of Borrower Regarding Leases and Rents.

Borrower covenants that, except in the ordinary course of business, Borrower (a) will observe and perform all of the obligations imposed upon the landlord in the Leases and will not do or permit to be done anything to impair the security thereof; (b) will use its best efforts to enforce or secure, or cause to be enforced or secured, the performance of each and every obligation and undertaking of the respective tenants under the Leases and will appear in and defend, at Borrower’s sole cost and expense, any action or proceeding arising under, or in any manner connected with, the Leases; (c) will not collect any Rents, in excess of 10% of the gross annual rentals, in advance of the time when the same become due under the terms of the Leases; (d) will not discount any future accruing Rents; (e) without the prior written consent of Lender, will not execute any assignment of the Leases or the Rents; and (f) will execute and deliver, at the request of Lender, all such assignments of the Leases and Rents in favor of Lender as Lender may from time to time reasonably require so long as they do not increase the obligations of the Borrower or reduce the benefits to the Borrower under the Loan Documents.

3.           Leasing Guidelines.

Borrower shall not enter into any Lease of space in the Property unless approved or deemed approved by Lender prior to execution.  Borrower’s standard form of tenant lease has been approved by Lender.  Lender shall be “deemed” to have approved any Lease that: (a) is on the standard form lease approved by Lender; (b) is entered into in the ordinary course of business with a bona fide unrelated third party tenant, and Borrower, acting in good faith and exercising due diligence; (c) reflects an arm’s length transaction; and (d) contains no option or right of first refusal to purchase all or any substantial portion of the Property or any present or future interest therein.

4.           Delivery of Leasing Information and Documents.

From time to time upon Lender’s request, Borrower shall promptly deliver to Lender a complete rent roll of the Property in such detail as Lender may reasonably require, together with such operating statements and leasing schedules and reports as Lender may reasonably require.

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Schedule 3

Swap Contracts

1.           Swap Documentation.  Within the timeframes required by Lender and Swap Counterparty, Borrower shall deliver to Swap Counterparty the following documents and other items, executed and acknowledged as appropriate, all in form and substance reasonably satisfactory to Lender and Swap Counterparty: (a) Master Agreement in the form published by the International Swaps and Derivatives Association, Inc. and related schedule in the form agreed upon between Borrower and Swap Counterparty; (b) a confirmation under the foregoing, if applicable; (c) the Guaranty; (d) if Borrower is anything other than a natural person, evidence of due authorization to enter into transactions under the foregoing Swap Contract with Swap Counterparty, together with evidence of due authorization and execution of any Swap Contract; and such other title endorsements, documents, instruments and agreements as Lender and Swap Counterparty may reasonably require to evidence satisfaction of the conditions set forth in this Section 1 of Schedule 3.

2.           Conveyance and Security Interest.  To secure Borrower’s Obligations, Borrower hereby transfers, assigns and transfers to Lender, and grants to Lender a security interest in, all of Borrower’s right, title and interest, but not its obligations, duties or liabilities for any breach, in, under and to the Swap Contract, any and all amounts received by Borrower in connection therewith or to which Borrower is entitled thereunder, and all proceeds of the foregoing.

3.           Cross-Default.  It shall be an Event of Default under this Agreement if any Event of Default occurs as defined under any Swap Contract as to which Borrower is the Defaulting Party, or if any Termination Event occurs under any Swap Contract as to which Borrower is an Affected Party.  As used in this Section, the terms “Defaulting Party,” “Termination Event” and “Affected Party” have the meanings ascribed to them in the Swap Contract.

4.           Remedies; Cure Rights.  In addition to any and all other remedies to which Lender and Swap Counterparty are entitled at law or in equity, Swap Counterparty shall have the right, to the extent so provided in any Swap Contract or any Master Agreement relating thereto, (a) to declare an event of default, termination event or other similar event thereunder and to designate an Early Termination Date as defined under the Master Agreement, and (b) to determine net termination amounts in accordance with the Swap Contract and to setoff amounts between Swap Contracts.  Lender shall have the right at any time (but shall have no obligation) to take in its name or in the name of Borrower such action as Lender may at any time determine to be necessary or advisable to cure any default under any Swap Contract or to protect the rights of Borrower or Swap Counterparty thereunder; provided, however, that before the occurrence of an Event of Default under this Agreement, Lender shall give prior written notice to Borrower before taking any such action.  For this purpose, Borrower hereby constitutes Lender its true and lawful attorney-in-fact with full power of substitution, which power of attorney is coupled with an interest and irrevocable, to exercise, at the election of Lender, any and all rights and remedies of Borrower under the Swap Contract, including making any payments thereunder and consummating any transactions contemplated thereby, and to take any action that Lender may deem proper in order to collect, assert or enforce any claim, right or title, in and to the Swap Contract hereby assigned and conveyed, and generally to take any and all such action in relation thereto as Lender shall deem advisable.  Lender shall not incur any liability if any action so taken by Lender or on its behalf shall prove to be inadequate or invalid.  Borrower expressly understands and agrees that Lender is not hereby assuming any duties or obligations of Borrower to make payments to Swap Counterparty under any Swap Contract or under any other Loan Document.  Such payment duties and obligations remain the responsibility of Borrower notwithstanding any language in this Agreement.

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EX-10.5

Promissory Note

$7,400,000.00 June 23, 2011

FOR VALUE RECEIVED, Pinebrook Village Mobile Home Park, LLC, a Michigan limited liability company, and Windsor Woods Village Mobile Home Park, LLC, a Michigan limited liability company (collectively, the “Borrower”), hereby promise to pay to the order of Bank of America, N.A., a national banking association (together with any and all of its successors and assigns and/or any other holder of this Note, “Lender”), without offset, in immediately available funds in lawful money of the United States of America, at 2600 West Big Beaver Road, Troy, Michigan 48084, the principal sum of Seven Million Four Hundred Thousand and No/100 Dollars ($7,400,000.00) (or the unpaid balance of all principal advanced against this Note, if that amount is less), together with interest on the unpaid principal balance of this Note from day to day outstanding as hereinafter provided.

Section 1.                      Payment Schedule and Maturity Date.  Prior to maturity, accrued and unpaid interest shall be due and payable in arrears on the 1st day of each month commencing on August 1, 2011.  The principal of this Note shall be due and payable in equal installments of $14,600.00 each, on June 1, 2012 and on the 1st day of each succeeding month thereafter until this Note shall have been fully paid and satisfied; provided, that on December 1, 2012 (the “Maturity Date”), the final maturity of this Note, the entire principal balance of this Note then unpaid and all accrued interest then unpaid shall be finally due and payable.

Section 1A.                      Extension Option.  Lender shall grant a request by Borrower to extend the Maturity Date of this Note to June 1, 2015 (the “Extended Maturity Date”), upon and subject to the following terms and conditions:

(a)           Basic Conditions.  Unless otherwise agreed by Lender in writing:

(i)           Borrower shall request the extension, if at all, by written notice to Lender not more than 120 days, and not less than 60 days, prior to the Maturity Date.

(ii)           At the time of the request, and at the time of the extension, there shall not exist any Event of Default, nor any condition or state of facts which after notice and/or lapse of time would constitute an Event of Default.

(iii)           Current financial statements regarding Borrower and Guarantor (as defined in the Loan Agreement) (dated not earlier than the end of the most recent fiscal quarter ending prior to the request for extension) and all other financial statements and other information as may be required under the Loan Documents regarding Borrower, Guarantor and the Property, shall have been submitted promptly to Lender, and there shall not have occurred, in the opinion of Lender, any material adverse change in the business or financial condition of Borrower or Guarantor, or in the Property or in any other state of facts submitted to Lender in connection with the Loan Documents, from that which existed on the date of this Note.

(iv)           Whether or not the extension becomes effective, Borrower shall pay all out-of-pocket costs and expenses incurred by Lender in connection with the proposed extension (pre- and post-closing), including appraisal fees, environmental audit and reasonable attorneys’ fees actually incurred by Lender; all such costs and expenses incurred up to the time of Lender’s written agreement to the extension shall be due and payable prior to Lender’s execution of that agreement (or if the proposed extension does not become effective, then upon demand by Lender), and any future failure to pay such amounts shall constitute a default under the Loan Documents.

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(v)           All applicable regulatory requirements, including appraisal requirements, shall have been satisfied with respect to the extension.

(vi)           Not later than the Maturity Date, (A) the extension shall have been consented to and documented to Lender’s satisfaction by Borrower, Guarantor and Lender; (B) Lender shall have been provided with an updated title report and appropriate title insurance endorsements shall have been issued as required by Lender; and (C) Borrower shall have paid to Lender a non-refundable extension fee in an amount equal to four-tenths of one percent (0.40%) of the then outstanding principal balance hereunder.

(vii)           As of any Determination Date occurring less than thirty (30) days prior to such extension, Borrower shall satisfy a Debt Service Coverage Ratio (as hereinafter defined) of at least 1.40 to 1.00.  As used herein, “Debt Service Coverage Ratio” means, as of any Determination Date, for the applicable Calculation Period the ratio, as determined by Lender, of Net Operating Income to Debt Service.  As used herein, the following terms shall have the meanings indicated below:

“Actual Operating Revenue” means, with respect to any period of time, all income, computed on an annualized basis in accordance with generally accepted accounting principles, collected from the ownership and operation of the Property from whatever source (other than any source affiliated with Borrower or the Guarantor), including Rents, utility charges, escalations, forfeited security deposits, interest on credit accounts, service fees or charges, license fees, parking fees, and other required pass-throughs, but excluding sales, use and occupancy or other taxes on receipts required to be accounted for by Borrower to any Governmental Authority, refunds from tenants, uncollectible accounts, sales of furniture, fixtures and equipment, interest income, Condemnation Awards, Insurance Proceeds (other than business interruption or other loss of income insurance), unforfeited security deposits, utility and other similar deposits, income from tenants not paying rent, income from tenants in bankruptcy, and non-recurring or extraordinary income, including lease termination payments.  Actual Operating Revenue shall be net of rent concessions and credits.

“Assumed Interest Rate” means the annual yield payable on the last day of the applicable Calculation Period on ten (10) year United States Treasury obligations in amounts approximating the principal balance of the Loan outstanding at the inception of the Calculation Period plus two hundred fifty (250) basis points per annum; provided, however, that the Assumed Interest Rate shall be not less than seven percent (7.0%) per annum.

“Calculation Period” means the twelve (12) month period ending on any Determination Date.

“Debt Service” means the higher of (a) the actual principal and interest payable under the Loan during the applicable Calculation Period, or (b) the payments of principal and interest that would have been payable under a hypothetical loan during the Calculation Period, assuming (i) an initial loan balance equal to the principal balance of the Loan outstanding at the inception of the Calculation Period, (ii) an interest rate equal to the Assumed Interest Rate, and (iii) amortization of the aggregate principal indebtedness over a twenty-five (25) year amortization period.

“Determination Date” means any date as of which Lender makes a determination regarding Borrower’s satisfaction or failure to satisfy the Debt Service Coverage Ratio as described herein.

“Net Operating Income” means, with respect to any period of time, the amount obtained by subtracting Operating Expenses from Actual Operating Revenue, as such amount may be adjusted by Lender in its reasonable discretion based on Lender’s customary underwriting standards, including adjustments for vacancy allowance and other concessions, less a capital expenditure reserve equal to $50 for each pad in the Property.  As used

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herein, “vacancy allowance” means an allowance for reductions in potential income attributable to vacancies, tenant turnover, and nonpayment of rent.

“Operating Expenses” means, with respect to any period of time, the total of all expenses actually paid or payable, computed on an annualized basis in accordance with generally accepted accounting principles, of whatever kind relating to the ownership, operation, maintenance or management of the Property, including utilities, ordinary repairs and maintenance, insurance premiums, ground rents, if any, license fees, Taxes, advertising expenses, payroll and related taxes, management fees equal to the greater of 3% of Actual Operating Revenue or the management fees actually paid under any management agreement and operational equipment or other lease payments, but specifically excluding depreciation and amortization, income taxes, debt service on the Loan, and any item of expense that would otherwise be covered by the provisions hereof but which is paid by any tenant under such tenant’s Lease or other agreement.

(vii)           If all of the foregoing conditions are not satisfied strictly in accordance with their terms, the extension shall not be or become effective.

(b)           Changes in Loan Terms.  All terms and conditions of the Loan Documents shall continue to apply to the extended term except to the extent changed as indicated below (such changes to be effective on and after the original Maturity Date, if the extension becomes effective as provided herein):

(i)           Payments.  The monthly installments of principal payable hereunder shall increase to $15,575.00.

(ii)           Definition of Maturity Date.  The Maturity Date shall mean the Extended Maturity Date.

Section 2.                   Security; Loan Documents.  The security for this Note includes three Mortgages (as the same may from time to time be amended, restated, modified or supplemented, collectively the “Mortgage”) of even date herewith from Borrower to Lender, conveying and encumbering certain real and personal property more particularly described therein (the “Property”).  This Note, the Mortgage, the Term Loan Agreementbetween Borrower and Lender of even date herewith (as the same may from time to time be amended, restated, modified or supplemented, the “Loan Agreement”) and all other documents now or hereafter securing, guaranteeing or executed in connection with the loan evidenced by this Note (the “Loan”), as the same may from time to time be amended, restated, modified or supplemented, are herein sometimes called individually a “Loan Document” and together the “Loan Documents.”

Section 3                      Interest Rate.

(a)           BBA LIBOR Daily Floating Rate.  The unpaid principal balance of this Note from day to day outstanding which is not past due, shall bear interest at a fluctuating rate of interest per annum equal to the BBA LIBOR Daily Floating Rate for that day plus three hundred (300) basis points per annum.  The “BBA LIBOR Daily Floating Rate” shall mean a fluctuating rate of interest per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as reasonably selected by Lender from time to time) as determined for each Business Day at approximately 11:00 a.m. London time two (2) London Banking Days prior to the date in question, for U.S. Dollar deposits (for delivery on the first day of such interest period) with a one month term, as adjusted from time to time in Lender’s sole discretion for reserve requirements, deposit insurance assessment rates and other regulatory costs.  A “London Banking Day” is a day on which banks in London are open for business and dealing in offshore dollars.  Interest shall be computed for the actual number of days which have elapsed, on the basis of a 360-day year.

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(b)           Alternative Rates.  Lender may notify Borrower if the BBA LIBOR Daily Floating Rate is not available for any reason, or if Lender reasonably determines that no adequate basis exists for determining the BBA LIBOR Daily Floating Rate, or that the BBA LIBOR Daily Floating Rate will not adequately and fairly reflect the cost to Lender of funding the Loan, or that any applicable Law or regulation or compliance therewith by Lender prohibits or restricts or makes impossible the charging of interest based on the BBA LIBOR Daily Floating Rate.  If Lender so notifies Borrower, then interest shall accrue and be payable on the unpaid principal balance of this Note at a fluctuating rate of interest equal to the Prime Rate of Lender plus one hundred fifty (150) basis points per annum, from the date of such notification by Lender until Lender notifies Borrower that the circumstances giving rise to such suspension no longer exist, or until the Maturity Date of this Note (whether by acceleration, declaration, extension or otherwise), whichever is earlier to occur.  The term “Prime Rate” means, on any day, the rate of interest per annum then most recently established by Lender as its “prime rate.”  Any such rate is a general reference rate of interest, may not be related to any other rate, and may not be the lowest or best rate actually charged by Lender to any customer or a favored rate and may not correspond with future increases or decreases in interest rates charged by other lenders or market rates in general, and Lender may make various business or other loans at rates of interest having no relationship to such rate.  Any change in the Prime Rate shall take effect at the opening of business on the day specified in the public announcement of a change in Lender’s Prime Rate.  If Lender (including any subsequent holder of this Note) ceases to exist or to establish or publish a prime rate from which the Prime Rate is then determined, the applicable variable rate from which the Prime Rate is determined thereafter shall be instead the prime rate reported in The Wall Street Journal (or the average prime rate if a high and a low prime rate are therein reported), and the Prime Rate shall change without notice with each change in such prime rate as of the date such change is reported.

(c)           Default Rate.  After the occurrence of a Default (including the expiration of any applicable cure period), the Lender, in the Lender’s sole discretion and without notice or demand, may raise the rate of interest accruing on the outstanding principal balance of this Note by three hundred (300) basis points above the rate of interest otherwise applicable, independent of whether the Lender elects to accelerate the outstanding principal balance of this Note.

Section 4                      Prepayment.  Borrower may prepay the principal balance of this Note, in full at any time or in part from time to time, without fee, premium or penalty, provided that: (a) Lender shall have actually received from Borrower prior written notice of (i) Borrower’s intent to prepay, (ii) the amount of principal which will be prepaid (the “Prepaid Principal”), and (iii) the date on which the prepayment will be made; (b) each prepayment shall be in the amount of $1,000 or a larger integral multiple of $1,000 (unless the prepayment retires the outstanding balance of this Note in full); and (c) each prepayment shall be in the amount of 100% of the Prepaid Principal, plus accrued unpaid interest thereon to the date of prepayment, plus any other sums which have become due to Lender under the Loan Documents on or before the date of prepayment but have not been paid.

Section 5.                   Late Charges.  If Borrower shall fail to make any payment under the terms of this Note (other than the payment due at maturity) within fifteen (15) days after the date such payment is due, Borrower shall pay to Lender on demand a late charge equal to four percent (4%) of the amount of such payment.  Such fifteen (15) day period shall not be construed as in any way extending the due date of any payment.  The late charge is imposed for the purpose of defraying the expenses of Lender incident to handling such delinquent payment.  This charge shall be in addition to, and not in lieu of, any other amount that Lender may be entitled to receive or action that Lender may be authorized to take as a result of such late payment.

Section 6.                   Certain Provisions Regarding Payments.  All payments made under this Note shall be applied, to the extent thereof, to late charges, to accrued but unpaid interest, to unpaid principal, and to any other sums due and unpaid to Lender under the Loan Documents.  Upon the occurrence of an Event of Default, all payments made under this Note shall be applied, to the extent thereof, in such manner and order as Lender may elect in its sole discretion, any instructions from Borrower or anyone else to the contrary notwithstanding.  Remittances shall be made without offset, demand, counterclaim, deduction, or recoupment (each of which is hereby waived) and shall be accepted subject to the condition that any check or

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draft may be handled for collection in accordance with the practice of the collecting bank or banks.  Acceptance by Lender of any payment in an amount less than the amount then due on any indebtedness shall be deemed an acceptance on account only, notwithstanding any notation on or accompanying such partial payment to the contrary, and shall not in any way (a) waive or excuse the existence of an Event of Default (as hereinafter defined), (b) waive, impair or extinguish any right or remedy available to Lender hereunder or under the other Loan Documents, or (c) waive the requirement of punctual payment and performance or constitute a novation in any respect.  Payments received after 2:00 p.m. shall be deemed to be received on, and shall be posted as of, the following Business Day.  Whenever any payment under this Note or any other Loan Document falls due on a day which is not a Business Day, such payment may be made on the next succeeding Business Day.

Section 7.                   Events of Default.  The occurrence of any one or more of the following shall constitute an “Event of Default” under this Note:

(a)         Borrower fails to pay any amounts payable by Borrower to Lender under the terms of this Note within seven (7) days after Lender gives written notice to the Borrower that such amounts are past due.

(b)         Any covenant, agreement or condition in this Note is not fully and timely performed, observed or kept.  If the breach is capable of being remedied, the breach will not be considered an Event of Default under this Note for a period of thirty (30) days after the date on which Lender gives written notice of the breach to Borrower, or, if the breach cannot be remedied within a period of thirty (30) days, such longer period of time as may be necessary to remedy the breach provided Borrower is diligently pursuing a remedy of the breach and completes it within a reasonable time.

(c)         An Event of Default (as therein defined) occurs under any of the Loan Documents other than this Note (subject to any applicable grace or cure period).

Section 8.                   Remedies.  Upon the occurrence of an Event of Default, Lender may at any time thereafter exercise any one or more of the following rights, powers and remedies:

(a)         Lender may accelerate the Maturity Date and declare the unpaid principal balance and accrued but unpaid interest on this Note, and all other amounts payable hereunder and under the other Loan Documents, at once due and payable, and upon such declaration the same shall at once be due and payable.

(b)         Lender may exercise any of its other rights, powers and remedies under the Loan Documents or at law or in equity.

Section 9.                   Remedies Cumulative.  All of the rights and remedies of Lender under this Note and the other Loan Documents are cumulative of each other and of any and all other rights at law or in equity, and the exercise by Lender of any one or more of such rights and remedies shall not preclude the simultaneous or later exercise by Lender of any or all such other rights and remedies.  No single or partial exercise of any right or remedy shall exhaust it or preclude any other or further exercise thereof, and every right and remedy may be exercised at any time and from time to time.  No failure by Lender to exercise, nor delay in exercising, any right or remedy shall operate as a waiver of such right or remedy or as a waiver of any Event of Default.

Section 10.                   Costs and Expenses of Enforcement.  Borrower agrees to pay to Lender on demand all costs and expenses incurred by Lender in seeking to collect this Note or to enforce any of Lender’s rights and remedies under the Loan Documents, including court costs and reasonable attorneys’ fees and expenses, whether or not suit is filed hereon, or whether in connection with bankruptcy, insolvency or appeal.

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Section 11.                   Service of Process.  Borrower hereby consents to process being served in any suit, action, or proceeding instituted in connection with this Note by the mailing of a copy thereof by certified mail, postage prepaid, return receipt requested, to Borrower.  Borrower irrevocably agrees that such service shall be deemed to be service of process upon Borrower in any such suit, action, or proceeding.  Nothing in this Note shall affect the right of Lender to serve process in any manner otherwise permitted by law and nothing in this Note will limit the right of Lender otherwise to bring proceedings against Borrower in the courts of any jurisdiction or jurisdictions, subject to any provision or agreement for arbitration or dispute resolution set forth in the Loan Agreement.

Section 12.                   Heirs, Successors and Assigns.  The terms of this Note and of the other Loan Documents shall bind and inure to the benefit of the heirs, devisees, representatives, successors and assigns of the parties.  The foregoing sentence shall not be construed to permit Borrower to assign the Loan except as otherwise permitted under the Loan Documents.

Section 13.                   General Provisions.  Time is of the essence with respect to Borrower’s obligations under this Note.  If more than one person or entity executes this Note as Borrower, all of said parties shall be jointly and severally liable for payment of the indebtedness evidenced hereby.  Borrower and each party executing this Note as Borrower hereby severally (a) waive demand, presentment for payment, notice of dishonor and of nonpayment, protest, notice of protest, notice of intent to accelerate, notice of acceleration and all other notices (except any notices which are specifically required by this Note or any other Loan Document), filing of suit and diligence in collecting this Note or enforcing any of the security herefor; (b) agree to any substitution, subordination, exchange or release of any such security or the release of any party primarily or secondarily liable hereon; (c) agree that Lender shall not be required first to institute suit or exhaust its remedies hereon against Borrower or others liable or to become liable hereon or to perfect or enforce its rights against them or any security herefor; (d) consent to any extensions or postponements of time of payment of this Note for any period or periods of time and to any partial payments, before or after maturity, and to any other indulgences with respect hereto, without notice thereof to any of them; and (e) submit (and waive all rights to object) to non-exclusive personal jurisdiction of any state or federal court sitting in the state and county in which any of the Property is located  is to be madefor the enforcement of any and all obligations under this Note and the other Loan Documents; (f) waive the benefit of all homestead and similar exemptions as to this Note; (g) agree that their liability under this Note shall not be affected or impaired by any determination that any title, security interest or lien taken by Lender to secure this Note is invalid or unperfected; and (h) hereby subordinate to the Loan and the Loan Documents any and all rights against Borrower and any security for the payment of this Note, whether by subrogation, agreement or otherwise, until this Note is paid in full.  A determination that any provision of this Note is unenforceable or invalid shall not affect the enforceability or validity of any other provision and the determination that the application of any provision of this Note to any person or circumstance is illegal or unenforceable shall not affect the enforceability or validity of such provision as it may apply to other persons or circumstances.  This Note may not be amended except in a writing specifically intended for such purpose and executed by the party against whom enforcement of the amendment is sought.  Captions and headings in this Note are for convenience only and shall be disregarded in construing it.  THIS NOTE, AND ITS VALIDITY, ENFORCEMENT AND INTERPRETATION, SHALL BE GOVERNED BY MICHIGAN LAW (WITHOUT REGARD TO ANY CONFLICT OF LAWS PRINCIPLES) AND APPLICABLE UNITED STATES FEDERAL LAW.  Whenever a time of day is referred to herein, unless otherwise specified such time shall be the local time of the place where payment of this Note is to be made.  The term “Business Day” shall mean a day on which Lender is open for the conduct of substantially all of its banking business at its office in the city in which this Note is payable (excluding Saturdays and Sundays).  Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Loan Agreement.  The words “include” and “including” shall be interpreted as if followed by the words “without limitation.”

Section 14.                   Notices.  Any notice, request, or demand to or upon Borrower or Lender shall be deemed to have been properly given or made when delivered in accordance with the terms of the Loan Agreement regarding notices.

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Section 15.                   No Usury.  It is expressly stipulated and agreed to be the intent of Borrower and Lender at all times to comply with applicable state law or applicable United States federal law (to the extent that it permits Lender to contract for, charge, take, reserve, or receive a greater amount of interest than under state law) and that this Section shall control every other covenant and agreement in this Note and the other Loan Documents.  If applicable state or federal law should at any time be judicially interpreted so as to render usurious any amount called for under this Note or under any of the other Loan Documents, or contracted for, charged, taken, reserved, or received with respect to the Loan, or if Lender’s exercise of the option to accelerate the Maturity Date, or if any prepayment by Borrower results in Borrower having paid any interest in excess of that permitted by applicable law, then it is Lender’s express intent that all excess amounts theretofore collected by Lender shall be credited on the principal balance of this Note and all other indebtedness secured by the Mortgage, and the provisions of this Note and the other Loan Documents shall immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new documents, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder or thereunder.  All sums paid or agreed to be paid to Lender for the use or forbearance of the Loan shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan.

Section 16.                   Disputes.  Disputes under this Note are subject to the dispute resolution provisions as set forth in the Loan Agreement and as to any dispute that for any reason is not within arbitration, the parties waive all rights to trial by jury, as further set forth in the Loan Agreement.

Section 17.                   Joint and Several Liability.

(a)           Each Borrower agrees that it is jointly and severally liable to Lender for the payment of all obligations arising under this Note and the other Loan Documents, and that such liability is independent of the obligations of any other Borrower.  Lender may bring an action against any Borrower, whether an action is brought against any other Borrower.

(b)           Each Borrower agrees that any release which may be given by Lender to another Borrower or any Guarantor will not release such Borrower from its obligations under this Note or any of the other Loan Documents.

(c)           Until the Loan is paid in full, each Borrower waives any right to assert against Lender any defense, setoff, counterclaim or claim that such Borrower may have against any other Borrower or any other party liable to Lender for the obligations of the Borrower under this Note or any of the other Loan Documents.

(d)           Each Borrower agrees that it is solely responsible for keeping itself informed as to the financial condition of each other Borrower and of all circumstances which bear upon the risk of nonpayment.  Each Borrower waives any right it may have to require Lender to disclose to such Borrower any information that Lender may now or hereafter acquire concerning the financial condition of any other Borrower.

(e)           Borrower represents and warrants to Lender that each Borrower will derive benefit, directly and indirectly, from the collective administration and availability of the Loan under this Note and the other Loan Documents.  Borrower agrees that Lender will not be required to inquire as to the disposition by any Borrower of funds disbursed in accordance with the terms of this Note or any of the other Loan Documents.

(f)           Until all obligations of Borrower to Lender under this Note and the other Loan Documents have been paid in full, each Borrower waives any right of subrogation, reimbursement, indemnification and contribution (contractual, statutory or otherwise), including any claim or right of subrogation under the Bankruptcy Code (Title 11, United States Code) or any successor statute, that such Borrower may now or hereafter have against any other Borrower

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with respect to the indebtedness incurred under this Note or any of the other Loan Documents.  Each Borrower waives any right to enforce any remedy which Lender now has or may hereafter have against any other Borrower, and waives any benefit of, and any right to participate in, any security now or hereafter held by Lender.

(g)           Each Borrower hereby waives any election of remedies by Lender that impairs any subrogation or other right of such Borrower to proceed against any other Borrower or other person, including any loss of rights resulting from any applicable anti-deficiency laws relating to nonjudicial foreclosures of real property or other laws limiting, qualifying or discharging obligations or remedies.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, Borrower has caused this Note to be executed as of the date first above written.

BORROWER:

Pinebrook Village Mobile Home Park, LLC, a Michigan limited liability company

By: Sun Communities Operating Limited Partnership, a Michigan limited partnership

Title: Manager

By: Sun Communities, Inc., a Maryland corporation

Title: General Partner

By:   /s/ Jonathan M. Colman                                                                                           

Name:  Jonathan M. Colman

Title:  Executive Vice President

Windsor Woods Village Mobile Home Park, LLC, a Michigan limited liability company

By: Sun Communities Operating Limited Partnership, a Michigan limited partnership

Title: Manager

By: Sun Communities, Inc., a Maryland corporation

Title: General Partner

By:   /s/ Jonathan M. Colman                                                                                           

Name:  Jonathan M. Colman

Title:  Executive Vice President

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EX-99.1

FOR FURTHER INFORMATION AT THE COMPANY:

Karen J. Dearing

Chief Financial Officer

(248) 208-2500

SUN COMMUNITIES, INC. ANNOUNCES ACQUISITION OF

KENTLAND COMMUNITIES

Southfield, MI, June 29, 2011 - Sun Communities, Inc. (NYSE: SUI) (the “Company”), a real estate investment trust (“REIT”) that owns and operates manufactured housing and recreational vehicle communities, today announced that, on June 23, 2011, it acquired 17 manufactured home communities and 1 recreational vehicle community from certain entities (collectively “Kentland”) controlled by Kentland Corporation, Wilbur A. Lettinga, William B. Lettinga and Michael Lettinga for approximately $142.3 million. The Company acquired the communities, personal property and other intangibles associated with the communities from Kentland.  In connection with these transactions, the Company assumed $52.6 million of existing debt, paid off $24.8 million of existing debt, issued $45.5 million of preferred OP units and paid $19.4 million in cash.  The pay-off of existing debt was financed largely by $22.9 million of new debt on five (5) of the Kentland communities and one other existing community which bears a weighted average interest rate of 3.02 percent and has a weighted average maturity of 3.1 years. The $52.6 million of assumed debt carries a weighted average interest rate and weighted average maturity of 5.66 percent and 4.8 years, respectively. The preferred OP units carry an annual yield of 5.10 percent for the first two years and 6.00 percent thereafter and are convertible into shares of the Company’s common stock at a conversion price of $41 per share.  The acquisition includes 191 manufactured homes and $3.5 millionof chattel notes collateralized by manufactured homes.  The 18 communities acquired are located in western Michigan and comprise 5,042 manufactured home sites and 281 recreational vehicle sites.

As of the date of this release, the Company’s assumption of $5.6 million of the $52.6 million of assumed debt related to two of the 18 Kentland communities is pending completion of the final documentation with the lender, which is expected within the next few days.

As previously announced, the transaction is expected to contribute $0.24 to $0.28 of FFO per fully diluted share/OP unit in its initial twelve months, excluding the effect of transaction costs and the equity issued earlier in the year to fund the cash required for the transaction. The equity issuance was previously included in the Company’s 2011 guidance.

Sun Communities, Inc. is a REIT that currently owns and operates a portfolio of 155 communities comprising approximately 53,500 developed sites.

For more information about Sun Communities, Inc.

visit our website at www.suncommunities.com

Forward Looking Statements

This press release contains various “forward-looking statements” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the Company intends that such forward-looking statements will be subject to the safe harbors created thereby. Forward-looking statements can be identified by words such as “will,” “may,” “could,” “expect,” “anticipate,” “believes,” “intends,” “should,” “plans,” “estimates,” “approximate”, “guidance” and similar expressions in this press release that predict or indicate future events and trends and that do not report historical matters.

These forward-looking statements reflect the Company’s current views with respect to future events and financial performance, but involve known and unknown risks, uncertainties, and other factors, some of which are beyond our control. These risks, uncertainties, and other factors may cause the actual results of the Company to be materially different from any future results expressed or implied by such forward-looking statements. Such risks and uncertainties include national, regional and local economic climates, the ability to maintain rental rates and occupancy levels, competitive market forces, changes in market rates of interest, the ability of manufactured home buyers to obtain financing, the level of repossessions by manufactured home lenders and those risks and uncertainties referenced under the headings entitled “Risk Factors” contained in our Form 10-K for the year ended December 31, 2010, and the Company’s other periodic filings with the Securities and Exchange Commission.

The forward-looking statements contained in this press release speak only as of the date hereof and the Company expressly disclaims any obligation to provide public updates, revisions or amendments to any forward- looking statements made herein to reflect changes in the Company’s assumptions, expectations of future events, or trends.