Omnibus Amendment, dated as of May 3, 2011, by and among BRFC-Q 2010 LLC, as seller, Quorum Federal Credit Union, as buyer, Vacation Trust, Inc., as Club Trustee, U.S. Bank National Association, as custodian and paying agent, Bluegreen Corporation, as servicer, and Concord Servicing Corporation, as backup servicer

Exhibit 10.37

OMNIBUS AMENDMENT

THIS OMNIBUS AMENDMENT (this “Amendment”), dated as of May 3, 2011, is entered into by and among the Transaction Parties (defined below) and relates to the following transaction documents (the “Transaction Documents”): (1) the Purchase and Contribution Agreement, dated as of December 22, 2010, by and between Bluegreen Corporation (“Bluegreen”) and BRFC-Q 2010 LLC (the “Seller”), (2) the Loan Sale and Servicing Agreement, dated as of December 22, 2010, by and among the Seller, Quorum Federal Credit Union (the “Buyer”), Bluegreen, as servicer (“Servicer”), Vacation Trust, Inc. (“Club Trustee”), Concord Servicing Corporation, as backup servicer (the “Backup Servicer”) and U.S. Bank National Association, as custodian and paying Agent (“Custodian,” and together with Bluegreen, the Seller, the Buyer, the Servicer, the Club Trustee and the Backup Servicer, the “Transaction Parties”), (3) the Custodial Agreement, dated as of December 22, 2010, by and among the Buyer, the Seller, the Custodian, the Backup Servicer and the Servicer, as amended by that certain First Amendment to Custodial Agreement, dated as of the date hereof, by and among the parties named therein, and (4) the Backup Servicing Agreement, dated as of December 22, 2010, by and among the Backup Servicer, the Servicer, the Buyer and the Custodian.

RECITALS

WHEREAS, the Transaction Parties desire to amend the Standard Definitions attached or incorporated into each of the Transaction Documents in the manner set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Transaction Parties, intending to be legally bound hereby, agree as follows:

1.          Amendment of Standard Definitions. The following definition shall replace the corresponding definition in the Standard Definitions:

““Timeshare Loan Files” shall mean, with respect to a Timeshare Loan, all documents related to such Timeshare Loan, including:

2.          Choice of Law and Venue. This Amendment shall be construed in accordance with the internal laws of the State of New York.

3.          Binding Effect. This Amendment shall inure to the benefit of and be binding upon the parties to this Amendment and their successors and assigns.

4.          Counterpart Execution. This Amendment may be executed in counterpart, and any number of copies of this Amendment which in the aggregate have been executed by all parties to this Amendment shall constitute one original.

5.          Time is of the Essence. Time is of the essence in the performance of the obligations in this Amendment.

6.          No Third Party Beneficiary. No third party shall be a beneficiary hereof.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date set forth above.

[Signature Page to Omnibus Amendment]