EXHIBIT 10.7
as of September 29, 2005
BXG Receivables Note Trust 2001-A
c/o Wilmington Trust Company
Rodney Square North
1100 N. Market Street
Wilmington, DE 19890
Re: Asset Backed
Notes, Series 2001-A
Ladies and Gentlemen:
Reference is made to
(i) that certain
Amended and
Restated Note
Purchase Agreement (the "Note Purchase
Agreement"), dated as
of April 17, 2002,
by and among BXG Receivables Note Trust 2001-A, as Issuer (the "Issuer"),
Bluegreen Receivables Finance Corporation V, as Depositor (the
"Depositor"),
Bluegreen Corporation, as Seller and Servicer
("Bluegreen"),
the Purchasers
party thereto and the undersigned Resort Finance LLC (as successor to ING
Capital LLC), as Agent ("RFL"), relating to your Asset Backed
Notes, Series
2001-A, (ii) that certain Amended and Restated Indenture (the "Indenture"),
dated as of April 17, 2002, by and among the Issuer and U.S. Bank National
Association (formerly known as U.S. Bank Trust National Association), as
Indenture Trustee (the "Indenture
Trustee"),
and (iii) that certain
extension
letter, dated as of September 30, 2004
(the "September
Extension Letter"),
by
and among RFL, the Issuer, Bluegreen and the Dep
