ENVIRONMENTAL INDEMNITY AGREEMENT

Environmental Indemnity Agreement

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APPLE ORCHARD, LLC | LASALLE BANK MIDWEST NATIONAL ASSOCIATION | SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP | Sun Communities, Inc | SUN LAKEVIEW LLC | SUN TAMPA EAST, LLC

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Title: ENVIRONMENTAL INDEMNITY AGREEMENT
Date: 6/26/2008
Industry: REOPER Sector: SERVIC

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ENVIRONMENTAL INDEMNITY AGREEMENT

This ENVIRONMENTAL INDEMNITY AGREEMENT dated as of _____________, 2008 (the "Agreement"), is executed by APPLE ORCHARD, L.L.C., a Michigan limited liability company, whose address is 27777 Franklin Road, Suite 200, Southfield, Michigan 48034 (the “Mortgagor”), and SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP, a limited partnership, whose address is 27777 Franklin Road, Suite 200, Southfield, Michigan 48034 (the “Guarantor;” the Mortgagor and the Guarantor being referred to herein collectively as the "Indemnitor"), to and for the benefit of LASALLE BANK MIDWEST NATIONAL ASSOCIATION, a national banking association, whose address is 2600 West Big Beaver Road, Troy, Michigan 48084, its successors and assigns (the “Bank”).

R E C I T A L S:

A. The Bank has agreed to extend a mortgage loan (the “Loan”) to APPLE ORCHARD, L.L.C., a Michigan limited liability company; SUN LAKEVIEW LLC, a Michigan limited liability company; and SUN TAMPA EAST, LLC, a Michigan limited liability company (collectively, the “Borrower”), in the principal amount of Twenty Seven Million and 00/100 Dollars ($27,000,000.00) (the “Loan Amount”), evidenced by a promissory note from the Borrower to the Bank, dated of even date with the Loan Agreement, in an aggregate principal amount equal to the Loan Amount (as amended, restated or replaced from time to time, the "Note").

B. Mortgagor has granted to the Bank a mortgage (the "Mortgage") covering certain real property situated in the State of Ohio, as more particularly described in Exhibit A attached hereto (the "Property"), as security for the Loan evidenced by the Note.

C. As a condition to making the Loan, the Bank has required that the Indemnitor indemnify the Bank with respect to environmental conditions and operations at the Property as set forth below.

NOW, THEREFORE, to induce the Bank to extend the Loan and in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Indemnitor hereby covenants and agrees for the benefit of the Bank and the other Indemnified Parties (as defined below), as follows:

A G R E E M E N T S:

•	ENVIRONMENTAL MATTERS.

1.1 Definitions. For purposes of this Agreement the following terms have the following meanings:

"Business Day" shall mean a weekday, Monday through Friday, except a legal holiday or a day on which banking institutions in Troy, Michigan, are authorized by law to be closed.

"Environmental Laws" shall mean any and all federal, state and local laws (whether under common law, statute, rule, regulation or otherwise), requirements under permits or other authorizations issued with respect thereto, and other orders, decrees, judgments, directives or other requirements of any governmental authority relating to or imposing liability or standards of conduct (including disclosure or notification) concerning protection of human health or the

environment or Hazardous Substances or any activity involving Hazardous Substances, all as previously and in the future to be amended.

"Hazardous Substance" shall mean, but is not limited to, any substance, chemical, material or waste (a) the presence of which causes a nuisance or trespass of any kind; (b) which is regulated by any federal, state or local governmental authority because of its toxic, flammable, corrosive, reactive, carcinogenic, mutagenic, infectious, radioactive, or other hazardous property or because of its effect on the environment, natural resources or human health and safety, including, but not limited to, petroleum and petroleum products, asbestos-containing materials, polychlorinated biphenyls, lead and lead-based paint, radon, radioactive materials, flammables and explosives; or (c) which is designated, classified, or regulated as being a hazardous or toxic substance, material, pollutant, waste (or a similar such designation) under any federal, state or local law, regulation or ordinance, including under any Environmental Law such as the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. §9601 et seq.), the Emergency Planning and Community Right-to-Know Act (42 U.S.C. §11001 et seq.), the Hazardous Substances Transportation Act (49 U.S.C. §1801 et seq.), or the Clean Air Act (42 U.S.C. §7401 et seq.).

"Indemnified Parties" shall mean and includes the Bank, its parent, subsidiaries, and affiliated companies, assignees of any of the Bank's interest in the Loan or the Loan Documents, any servicer or originator of the Loan, and the officers, directors, employees, agents and contractors of any of the foregoing parties.

"Loan Documents" means the documents evidencing or securing the Loan and this Agreement, as amended from time to time.

"Release" shall mean any release, deposit, discharge, emission, leaking, leaching, spilling, seeping, migrating, injecting, pumping, pouring, emptying, escaping, dumping, disposing or other movement of Hazardous Substances.

"Reports" shall mean the environmental studies and reports identified on Exhibit B attached hereto and made a part hereof.

1.2 Definitions. For purposes of this Agreement the following terms have the following meanings:

"Business Day" shall mean a weekday, Monday through Friday, except a legal holiday or a day on which banking institutions in Troy, Michigan, are authorized by law to be closed.

corrosive, reactive, carcinogenic, mutagenic, infectious, radioactive, or other hazardous property or because of its effect on the environment, natural resources or human health and safety, including, but not limited to, petroleum and petroleum products, asbestos-containing materials, polychlorinated biphenyls, lead and lead-based paint, radon, radioactive materials, flammables and explosives; or (c) which is designated, classified, or regulated as being a hazardous or toxic substance, material, pollutant, waste (or a similar such designation) under any federal, state or local law, regulation or ordinance, including under any Environmental Law such as the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. §9601 et seq.), the Emergency Planning and Community Right-to-Know Act (42 U.S.C. §11001 et seq.), the Hazardous Substances Transportation Act (49 U.S.C. §1801 et seq.), or the Clean Air Act (42 U.S.C. §7401 et seq.).

"Loan Documents" means the documents evidencing or securing the Loan and this Agreement, as amended from time to time.

"Reports" shall mean the environmental studies and reports identified on Exhibit B attached hereto and made a part hereof.

1.3 Environmental Representations and Warranties. Except as otherwise fully disclosed by the Indemnitor to the Indemnified Parties in writing or fully disclosed to the Indemnified Parties in the Reports, the Indemnitor hereby represents and warrants to the Indemnified Parties that, as of the date hereof:

(a) neither the Property nor any operations of the Mortgagor are in violation of any Environmental Laws or any permit or other authorization issued pursuant thereto;

(b) no Hazardous Substances are, or to the Indemnitor's knowledge and belief, have been handled, generated, stored, processed or otherwise managed on or at the Property except for those substances used by the Mortgagor or tenants under leases at the Property in the ordinary course of their occupancy and/or their businesses and in compliance with all Environmental Laws;

(c) excluding deminimus Releases or those in accordance with the Environmental Laws, there are not, to the Indemnitor's knowledge, any past or present Releases of Hazardous Substances in, on, under or from the Property;

(d) the Property is not subject to any private or governmental lien or judicial or administrative notice or action relating to Hazardous Substances;

(e) to Indemnitor’s knowledge, there are no existing or closed underground storage tanks or other underground storage receptacles for Hazardous Substances on the Property;

(f) the Indemnitor has received no notice of, and to the Indemnitor's knowledge, there exists no investigation, action, proceeding or claim by any agency, authority or unit of government or by any third party which could result in any liability, penalty, sanction or judgment under any Environmental Laws with respect to any condition, use or operation of the Property or any of the Mortgagor's operations, nor does the Indemnitor know of any basis for such a claim;

(g) there has been no claim by any party that any use, operation or condition of the Property or any of the Mortgagor's operations has caused any nuisance or any other liability or adverse condition on any other property nor does the Indemnitor know of any basis for such a claim; and

(h) there are no agreements, consent orders, decrees, judgments, license or permit conditions or other orders or directives of any federal, state or local court, governmental agency or authority or agreements, whether settlement agreements or otherwise, with any third parties relating to the ownership, use, operation, sale, transfer or conveyance of the Property that require any change in the present condition of the Property or any work, repairs, construction, containment, clean up, investigations, studies, removal or other remedial action or capital expenditures with respect to the Property.

1.4 Environmental Covenants. The Mortgagor covenants and agrees that the Mortgagor: (a) shall keep or cause the Property to be kept free from Hazardous Substances (except those substances used by the Mortgagor or tenants under leases at the Property in the ordinary course of their occupancy and/or businesses and in material compliance with all Environmental Laws); (b) shall not install or use any underground storage tanks, shall not itself engage in and shall include in its leases an express prohibition from tenants engaging in the use, generation, handling, storage, production, processing or management of Hazardous Substances, except in the ordinary course of their occupancy and/or their businesses and in compliance with all Environmental Laws; (c) shall not itself cause or allow and shall expressly prohibit the Release of Hazardous Substances at, on, under, or from the Property; (d) shall itself comply and shall expressly require in its leases that all tenants shall, and shall require that its agents and contractors, comply with all Environmental Laws; (e) shall keep the Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of the Mortgagor or any other person or entity ("Environmental Liens"); (f) shall comply and cause all occupants of the Property to comply with the recommendations of any qualified environmental engineer or other expert retained by an Indemnitor or Indemnified Party hereunder that apply or pertain to the Property; and (g) without limiting the generality of the foregoing, during the term of this Agreement, shall not use any construction materials which contain asbestos nor install in the Improvements on the Property, or permit to be installed in the Improvements on the Property, any materials which contain asbestos.

1.5 Notice and Access. The Indemnitor shall promptly notify the Indemnified Parties in writing if the Indemnitor knows, suspects or believes there is or are (a) any Hazardous Substances, other than those used by the Mortgagor or tenants under leases at the Property in the ordinary course of their occupancy and/or their businesses and in material compliance with all Environmental Laws, present on the Property; (b) any Release of Hazardous Substances in, on, under, from or migrating towards the Property; (c) any material non-compliance with Environmental Laws related in any way to the Property; (d) any actual or potential Environmental Liens; (e) any investigation or action or claim, whether threatened or pending, by any governmental agency or third party pertaining to the Release of Hazardous Substances in, on, under, from, or migrating towards the Property; and/or (f) any installation of wells, piping, or other equipment at the Property to investigate, remediate or otherwise address any Release of

Hazardous Substances at, on, in or in the vicinity of the Property. The Indemnitor shall promptly, at the Indemnitor's sole cost and expense, take all reasonable actions with respect to any Hazardous Substances or other environmental condition at, on or under the Property or other affected property, including all investigative, monitoring, removal, containment and remedial actions in accordance with all applicable Environmental Laws, including the payment, at no expense to the Indemnified Parties, of all clean-up, administrative and enforcement costs of applicable governmental agencies which may be asserted against the Property in all instances as necessary to (i) comply with all applicable Environmental Laws; (ii) protect human health or the environment; (iii) allow continued use, occupation, or operation of the Property; and/or (iv) maintain the fair market value of the Property (collectively, the "Completion of the Clean-up"). Such Completion of the Clean-up may include the imposition of institutional controls such as deed and/or use restrictions in the reasonable judgment of the Indemnitor, provided that such controls or restrictions do not impact the ability to use the property for its intended use. In the event the Indemnitor fails to do so, the Indemnified Parties may, but shall not be obligated or have any duty to, cause the Completion of the Clean-up of the Property. The Mortgagor hereby grants to the Indemnified Parties and their agents and employees access to the Property as provided in Section 1.6 below, and a license to remove any items deemed by the Indemnified Parties to be Hazardous Substances and to do all things the Indemnified Parties shall deem necessary to cause the Completion of the Clean-up of the Property.

1.6 Indemnification. The Indemnitor covenants and agrees, at the Indemnitor's sole cost and expense, to indemnify, defend (at trial and appellate levels, and with attorneys, consultants and experts reasonably acceptable to the Indemnified Parties), and hold the Indemnified Parties harmless from and against any and all liens, damages (including, without limitation, consequential damages), losses, liabilities, obligations, settlement payments, penalties, claims, judgments, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including reasonable attorneys', consultants' and experts' fees and disbursements actually incurred in investigating, defending, settling or prosecuting any claim, litigation or proceeding) which may at any time be imposed upon, incurred by or asserted against the Indemnified Parties or the Property, and arising directly or indirectly from or out of:

(a) the past, present or future presence, Release or threat of Release of any Hazardous Substances on, in, under or affecting all or any portion of the Property or any surrounding areas, regardless of whether or not caused by or within the control of the Indemnitor;

(b) the past, present or future violation of any Environmental Laws, relating to or affecting the Property or the Mortgagor's operations, whether or not caused by or within the control of the Indemnitor;

(d) any misrepresentation or inaccuracy in or the breach of any representation or warranty contained in this Section 1; or

(e) the enforcement of this Section 1, including any liabilities that arise as a result of the actions taken or caused to be taken by the Indemnified Parties under this Section 1, the cost of assessment, containment and/or removal of any and all Hazardous Substances from all or any portion of the Property or any surrounding areas, the cost of any actions taken in response to the presence, Release or threat of Release of any Hazardous Substances on, in, under or affecting any portion of the Property or any surrounding areas to prevent or minimize such Release or threat of Release so that it does not migrate or otherwise cause or threaten danger to present or future

public health, safety, welfare or the environment, and costs incurred to comply with the Environmental Laws in connection with all or any portion of the Property or any surrounding areas. The Indemnified Parties' rights under this Section 1 shall survive payment in full of the Mortgagor's obligations under the Loan Documents and shall be in addition to all other rights of the Indemnified Parties under the Mortgage and the other Loan Documents. The foregoing notwithstanding, the Indemnitor's obligations under this Section 1 with regard to any Post Transfer Indemnification Responsibilities (as hereinafter defined) shall be limited to such obligations directly or indirectly arising out of or resulting from any Hazardous Substances that were present or released in, on, or around any part of the Property, or in the soil, groundwater or soil vapor on or under the Property at any time before or while the Mortgagor held title to or was in possession or control of the Property and shall not relate to any Release of Hazardous Substances caused by an Indemnified Party, its agents or those under its control at any time nor to the extent of any exacerbation of exhisting environmental conditions caused by an Indemnified Party, its agents or those under its control (the "Indemnitor's Continuing Responsibility"); provided, however, that any Post Transfer Indemnification Responsibilities incurred or suffered by the Indemnified Parties shall be presumed, unless shown by a preponderance of the evidence to the contrary, to be the Indemnitor's Continuing Responsibility. "Post Transfer Indemnification Responsibilities" shall mean any obligations hereunder to indemnify, defend, and hold the Indemnified Parties harmless arising after the Indemnified Parties cease to hold a security interest in the Property or acquire title to the Property as a result of foreclosure, deed in lieu of foreclosure, or other transfer of the Property.

1.7 Site Visits, Observation and Testing. The Indemnified Parties and their agents and representatives shall have the right at any reasonable time to enter and visit the Property for the purposes of observing the Property, taking and removing soil or groundwater samples, and conducting tests on any part of the Property. The Indemnified Parties have no duty, however, to visit or observe the Property or to conduct tests, and no site visit, observation or testing by any Indemnified Party shall impose any liability on any Indemnified Party. In no event shall any site visit, observation or testing by any Indemnified Party be a representation that Hazardous Substances are or are not present in, on or under the Property, or that there has been or shall be compliance with any law, regulation or ordinance pertaining to Hazardous Substances or any other applicable governmental law. Neither the Indemnitor nor any other party is entitled to rely on any site visit, observation or testing by any Indemnified Party. The Indemnified Parties owe no duty of care to protect the Indemnitor or any other party against, or to inform the Indemnitor or any other party of, any Hazardous Substances or any other adverse condition affecting the Property. The Indemnified Parties may in their discretion disclose to the Indemnitor or any other party any report or findings made as a result of, or in connection with, any site visit, observation or testing by the Indemnified Parties. The Indemnitor understands and agrees that the Indemnified Parties make no representation or warranty to the Indemnitor or any other party regarding the truth, accuracy or completeness of any such report or findings that may be disclosed. The Indemnitor also understands that, depending on the results of any site visit, observation or testing by any Indemnified Party which are disclosed to the Indemnitor, the Indemnitor may have a legal obligation to notify one or more environmental agencies of the results and that such reporting requirements are site-specific and are to be evaluated by the Indemnitor without advice or assistance from the Indemnified Parties. Any Indemnified Party shall give the Mortgagor reasonable notice before entering the Property. Such Indemnified Party shall make reasonable efforts to avoid interfering with the Mortgagor's use of the Property in exercising any rights provided in this Section 1.

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