Borrowing Arrangements

Mortgage Notes Payable

As of December 31, 2017 and 2016, we had outstanding mortgage indebtedness on Properties of approximately $1,971.7 million and $1,891.9 million, respectively, net of deferred financing costs. The weighted average interest rate including the impact of premium/discount amortization on this mortgage indebtedness for the year ended December 31, 2017 was approximately 4.8% per annum. The debt bears interest at stated rates of 3.1% to 8.9% per annum and matures on various dates ranging from 2018 to 2041. The debt encumbered a total of 120 and 126 of our Properties as of December 31, 2017 and December 31, 2016, respectively, and the carrying value of such Properties was approximately $2,323.1 million and $2,296.6 million for December 31, 2017 and December 31, 2016, respectively.

2017 Activity

During the year ended December 31, 2017, we closed on three loans, each secured by a manufactured home community, with total gross proceeds of $146.0 million. They have a stated interest rate of 4.07% per annum and a maturity of 20 years. Additionally, during the year, we entered into a $204.4 million secured credit facility with Fannie Mae, maturing in 20 years and bearing a 3.97% fixed interest rate. The loan is secured by five manufactured home communities. Also, during the year ended December 31, 2017 we paid off 15 mortgage loans (13 maturing in 2018 and two that would have matured in 2017) of approximately $230.2 million including $2.7 million of prepayment penalties, with a weighted average interest rate of 5.93% per annum, secured by 13 manufacturing home properties and two RV resort. Finally, in connection with the Paradise Park Largo acquisition, we assumed approximately $5.9 million of mortgage debt secured by the manufactured home community with an interest rate of 4.60% per annum.

2016 Activity

During the year ended December 31, 2016, we completed refinancing activity and closed on loans with total aggregate gross proceeds of approximately $88.1 million. The loans had a weighted average maturity of 23 years, carried a weighted average interest rate of 4.01% per annum and were secured by four manufactured home properties and two RV resorts. Also, during the year ended December 31, 2016 we paid off five maturing mortgage loans of approximately $41.8 million, with a weighted average interest rate of 5.85% per annum, secured by three manufactured home properties and two RV resorts. Finally, in connection with the Forest Lake Estates acquisition, we assumed approximately $22.6 million of mortgage debt secured by the manufactured home community, with a stated interest rate of 4.51% per annum, which is set to mature in 2038.

2015 Activity

During the year ended December 31, 2015, we closed on four loans with total gross proceeds of $395.3 million. The loans had a weighted average maturity of 21 years, carried a weighted average interest rate of 3.93% per annum and were secured by 26 manufactured home properties and RV resorts. Proceeds from the financings were used to retire by defeasance and prepayment approximately $370.2 million of loans maturing at various times throughout 2015 and 2016, with a weighted average interest rate of 5.58% per annum, which were secured by 32 manufactured home properties and RV resorts. We incurred approximately $17.0 million in early debt retirement expense related to these loans. We also paid off two maturing mortgage loans totaling approximately $48.7 million, with a weighted average interest rate of 5.73% per annum, secured by one manufactured home property and three RV resorts.

Note 8- Borrowing Arrangements (continued)

Second Amended and Restated Unsecured Credit Facility

During the year ended December 31, 2017, we entered into a Second Amended and Restated Credit Agreement (the “Second Amended and Restated Credit Agreement”) by and among us, Wells Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”) and other lenders named therein, which amends and restates the terms of the obligations owed by us under the Amended, Restated and Consolidated Credit Agreement dated as of July 17, 2014 pursuant to which we have access to a $400.0 million unsecured line of credit (the “LOC”) and a $200.0 million senior unsecured term loan (the “Term Loan”). The LOC maturity date was extended to October 27, 2021, and this term can be extended an additional year in two six month increments, subject to certain conditions. In 2017, we incurred commitment and arrangement fees of approximately $3.7 million to enter into the LOC and extend the Term Loan.

Term Loan

As of December 31, 2017, our $200.0 million unsecured Term Loan (the "Term Loan") matures on April 27, 2023 and has an interest rate of LIBOR plus 1.20% to 1.90% per annum and, subject to certain conditions, may be prepaid at any time without premium or penalty. The spread over LIBOR is variable quarterly based on leverage measured quarterly throughout the loan term. The Term Loan contains customary representations, warranties, and negative and affirmative covenants, and provides for acceleration of principal and payment of all other amounts payable thereunder upon the occurrence of certain events of default. In connection with the Term Loan, as amended under the Second Amended and Restated Credit Agreement, we also entered into a three year LIBOR Swap Agreement (the "2017 Swap") allowing us to trade the variable interest rate for a fixed interest rate on the Term Loan (see Note 9 to the Consolidated Financial Statements for further information on the accounting for the 2017 Swap).

As of December 31, 2016, our previous $200.0 million unsecured term loan under the Amended, Restated and Consolidated Credit Agreement, which had a maturity date of January 10, 2020 and an interest rate of LIBOR plus 1.35% to 1.95% per annum, could have been prepaid at any time without premium or penalty subject to certain conditions.

Unsecured Line of Credit

As of December 31, 2017, our unsecured LOC had a borrowing capacity of $400.0 million. The LOC has $30.0 million outstanding as of December 31, 2017 and no amount outstanding under our previous line of credit as of December 31, 2016. The LOC bears interest at a rate of LIBOR plus 1.10% to 1.55%, requires an annual facility fee of 0.15% to 0.35% and matures on October 27, 2021, with an option to extend for an additional year in two six month increments, subject to certain conditions. The spread over LIBOR is variable quarterly based on leverage throughout the loan term.

As of December 31, 2017, we were in compliance in all material respects with the covenants in our borrowing arrangements.

Future Maturities of Debt

The table below presents as of December 31, 2017, the aggregate scheduled payments of principal on long-term borrowings for each of the next five years and thereafter (amounts in thousands):



Year	Amount
2018	$	47,300
2019	241,158
2020	158,547
2021	248,414
2022	168,625
Thereafter	1,356,449
Net unamortized premiums	3,253
Unamortized deferred financing costs	(23,729		)
Total	$	2,200,017