Omnibus Amendment No. 3, dated as of June 30, 2016, 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 10.47

OMNIBUS AMENDMENT NO. 3

THIS OMNIBUS AMENDMENT NO. 3, dated as of June 30, 2016, (this "Amendment"), 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"), as amended by that certain Omnibus Amendment, dated as of May 3, 2011, and that certain Omnibus Amendment No. 2, dated as of June 30, 2015, by and among the parties named therein (the "Previous Omnibus Amendments") (the "Purchase Agreement"); (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 Corporation, 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 the Seller, the Buyer, the Servicer, the Club Trustee and the Backup Servicer, the "Transaction Parties"), as amended by the Previous Omnibus Amendments, and as further amended by that certain First Commitment Amendment, dated as of March 1, 2012, that Second Commitment Amendment, dated as of January 31, 2013, that Third Commitment Amendment, dated as of April 1, 2014, that Fourth Commitment Amendment, dated as of November 1, 2014, that Fifth Commitment Amendment, dated as of December 23, 2014, and that First General Amendment, dated as of April 1, 2014 (as may be amended, supplemented or restated from time to time, the "Loan Sale and Servicing Agreement"); (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 May 3, 2011, by and among the parties named therein, and as further amended by the Previous Omnibus Amendments (the "Custodial Agreement"); 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, as amended by the Previous Omnibus Amendments (the "Backup Servicing Agreement").

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.

WHEREAS, the Transaction Parties desire to amend the Loan Sale and Servicing Agreement, the Purchase Agreement, and certain exhibits attached thereto in the manner set forth herein.

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 Transaction Parties, intending to be legally bound hereby, agree as follows:

1.       Amendment of Standard Definitions. The following definitions shall be deleted or substituted, as applicable, to the Standard Definitions in Annex A of the Transaction Documents:

“Sale Date” has the meaning set forth in Section 2.1(a) of the Loan Sale and Servicing Agreement.

2.       Deletion of Defined Terms. The defined terms “Expiration of Rescission Period,” “Pre-Funding Conditions,” and “Settlement and Funding Notice” and the definitions ascribed thereto shall be deleted from the Standard Definitions in Annex of the Transaction Documents.

3.       Section 2.1 of the Loan Sale and Servicing Agreement is hereby deleted in its entirety and replaced with the following:

4.       Section 7.6 of the Loan Sale and Servicing Agreement is hereby deleted in its entirety and replaced with the following:

The Servicer shall maintain access to all data for which it is responsible (including, without limitation, computerized tapes or disks) relating directly to or maintained in connection with the servicing of the Timeshare Loans (which data and records shall be clearly marked to reflect that the Timeshare Loans have been assigned to the Buyer and constitute a portion of the Assets) at the address specified in Section 14.3 hereof or, upon fifteen (15) days notice to the Seller and the Buyer, at such other place where any Servicing Officer of the Servicer is located (or upon one (1) Business Day’s prior written notice if a Purchase Termination Event or Servicer Termination Event shall have occurred).

5.       Subparagraph (q) of Schedule I is deleted in its entirety and replaced with the following:

6.       The Sale Notice attached hereto replaces the Sale Notice appearing as Exhibit E to the Loan Sale and Servicing Agreement.

7.       Exhibit R to the Loan Sale and Servicing Agreement is deleted in its entirety and reserved for future use.

8.       Except as specifically set forth herein, this Omnibus Amendment No. 3 shall not modify, alter, change, or affect any of the other terms or conditions of the Loan Sale and Servicing Agreement.

(Signature Page Follows)

IN WITNESS WHEREOF, the parties hereto have executed this Omnibus Amendment 4 as of the date set forth above.