Third Commitment Amendment to Loan Sale and Servicing Agreement, effective as of April 1, 2014, 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 10.40

THIRD COMMITMENT AMENDMENT TO

LOAN SALE AND SERVICING AGREEMENT

THIS THIRD COMMITMENT AMENDMENT TO LOAN SALE AND SERVICING AGREEMENT (this “Third Amendment”), dated as of April 1, 2014, is entered into by and among BRFC-Q 2010 LLC, a Delaware limited liability company, as seller (the “Seller”), Quorum Federal Credit Union, a federally chartered credit union, as buyer (the “Buyer”), Vacation Trust, Inc., a Florida Corporation, as Club Trustee (the “Club Trustee”), U.S. Bank National Association, a national banking association, as custodian and paying agent (the “Custodian”), Bluegreen Corporation, a Florida corporation (formerly a Massachusetts corporation), as servicer (the “Servicer”), and Concord Servicing Corporation, an Arizona corporation, as backup servicer (the “Backup Servicer”).

RECITALS

WHEREAS, the Buyer, the Seller, the Servicer and the Backup Servicer have previously entered into that certain Loan Sale and Servicing Agreement, dated as of December 22, 2010, as amended by that certain Omnibus Amendment, dated as of May 3, 2011 and as further amended by that certain First Commitment Amendment, dated as of March 1, 2012 and that Second Commitment Amendment, dated as of January 31, 2013 (as may be amended, supplemented or restated from time to time, the “Loan Sale and Servicing Agreement”).

WHEREAS, Standard Definitions are attached to the Loan Sale and Servicing Agreement at Annex A (the “Standard Definitions”).

WHEREAS, the parties hereto desire to modify the Loan Sale and Servicing Agreement as set forth in this Third Amendment.

WHEREAS, capitalized terms used herein not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Sale and Servicing Agreement.

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 parties hereto, intending to be legally bound hereby, agree as follows:

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

“Buyer Loan Pool Repayment Amount” shall mean, on any Distribution Date, the amount actually distributed to the Buyer under Section 4.3(a)(vi) and (vii) of the Agreement.

“Commitment Period” and “Commitment Purchase Period” shall mean the period commencing on April 1, 2014 and continuing until October 31, 2014.

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

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

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

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

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

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