TWELFTH AMENDING AGREEMENT (First Insurance Funding of Canada Inc.)

EXHIBIT 10.1

TWELFTH AMENDING AGREEMENT
(First Insurance Funding of Canada Inc.)

This Twelfth Amending Agreement made as of August 29, 2024.

B E T W E E N:

FIRST INSURANCE FUNDING OF CANADA INC.
(hereinafter referred to as the “Seller” or the “Servicer”)

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CIBC MELLON TRUST COMPANY, in its capacity as trustee of PLAZA TRUST,
(hereinafter referred to as the “Purchaser”)

RECITALS:

WHEREAS the parties hereto are parties to a receivables purchase agreement dated as of December 16, 2014 (as amended by amending agreements dated December 15, 2015, September 9, 2016, December 15, 2017, June 29, 2018, February 15, 2019, May 27, 2019, January 15, 2020, May 20, 2020, January 15, 2021, May 2, 2022 and May 31, 2023, the “RPA”);

AND WHEREAS the parties hereto have agreed to     further amend the RPA;

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.Amendments

(a)The definition of “Commitment Maturity Date” in Section 1.1 of the RPA is amended by deleting the reference to “December 15, 2024” in such definition and replacing it with “December 15, 2025”.

(b)The definition of “Facility Limit” in Section 1.1 of the RPA is hereby deleted in its entirety and replaced with the following:

“Facility Limit” means (i) an amount equal to $580,000,000, or (ii) such greater amount, not to exceed $650,000,000, as may be agreed in writing by the Purchaser (in its own discretion) and the Seller on or before November 29, 2024, in either case as such amount may be reduced by the Seller pursuant to Section 2.15; provided, however, that at all times after the Termination Date the Facility Limit shall be the Aggregate Net Investment at such time.”

LEGAL_1:79965493.7

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2.General

(a)This Twelfth Amending Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

(b)This Twelfth Amending Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective successors and permitted assigns.

(c)This Twelfth Amending Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, including by electronic means, each of which, when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

[signature page follows]

S-1

IN WITNESS WHEREOF the parties have caused this Twelfth Amending Agreement to be executed by their respective duly authorized officers as of the date first above written.

						FIRST INSURANCE FUNDING OF CANADA INC.
						By:			/s/Xxxxxx Xxxxx
									Name:    Xxxxxx Xxxxx
									Title:    CEO
						By:			/s/Xxxx Xxxxxx
									Name:    Xxxx Xxxxxx
									Title:    SVP Finance

						CIBC MELLON TRUST COMPANY, in its capacity as trustee of PLAZA TRUST, by its Financial Services Agent, ROYAL BANK OF CANADA
						By:			/s/Xxx Xxxxxxx
									Name:    Xxx Xxxxxxx
									Title:    Authorized Signatory
						By:			/s/Xxxxx Xxxxxx
									Name:    Xxxxx Xxxxxx
									Title:    Authorized Signatory

Signature Page to Twelfth Amending Agreement