Underwriting Agreement (2015)Full Document 

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May 1, 2015

To the Underwriters named in Schedule II hereto

Ladies and Gentlemen:

The Bank of Nova Scotia, a Canadian bank chartered under the Bank Act (Canada) (the “Bank”), previously issued U.S.$1,100,000,000 aggregate principal amount of 1.850% CBL7 covered bonds due 2020 and guaranteed by Scotiabank Covered Bond Guarantor Limited Partnership (the “Guarantor”) (the “Original Securities”). The Bank proposes to issue and sell to the underwriters named in Schedule II hereto (the “Underwriters”) U.S.$300,000,000 additional covered bonds of the same series (the “Reopening Securities” and together with the Original Securities, the “Securities”), as set forth in Schedule I hereto, to be issued pursuant to the provisions of a second amended and restated trust deed dated as of December 4, 2014 (the “Trust Deed”) by and among the Bank, the Guarantor and Computershare Trust Company of Canada, as bond trustee (the “Bond Trustee”). Upon issuance of the Reopening Securities, the Original Securities and the Reopening Securities will be consolidated and form a single series of covered bonds and trade interchangeably.

Capitalized terms used, but not defined, herein shall have the meaning ascribed to those terms in the amended and restated master definitions and construction agreement made between the Bank, the Guarantor, the Bond Trustee, and the other parties thereto dated as of September 24, 2013, as further amended by amending agreements to the master definitions and construction agreement dated as of July 22, 2014, August 15, 2014 and December 4, 2014.

1. Representations and Warranties of the Bank. The Bank represents and warrants to and agrees with each of the Underwriters that:

(a) The Bank meets the general eligibility requirements for use of Form F-3 under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Bank has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form F-3 (File No. 333-188984), as amended, in respect of the Reopening Securities. The Bank has caused the Bond Trustee to prepare and file with the Commission a Form T-1 Statement of Eligibility of the Trustee (the “Form T-1”) under the U.S. Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”); there are no reports or other information that in accordance with the requirements of the Commission must be made publicly available in connection with the offering of the Reopening Securities that have not been made publicly available as required; there are no documents required to be filed with the Commission in connection with the Prospectus (as defined below) that have not been filed as required; there are no contracts, documents or other materials required to be described or referred to in the Registration Statement or the Prospectus or to be filed or incorporated by reference as exhibits to the Registration Statement that are not described, referred to or filed or incorporated by reference as required and, in the case of those documents filed, delivered to the Underwriters. The registration statement as amended as of the Effective Date (as defined below), including the prospectus constituting a part thereof, all exhibits thereto (but excluding the Form T-1) and the

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