LEGAL_1:40090707.2
AMENDING AGREEMENT TO
INTERCOMPANY LOAN AGREEMENT
THIS AMENDING AGREEMENT TO INTERCOMPANY LOAN AGREEMENT (this
“Agreement”) is made as of the 22
nd
day of August, 2016.
BETWEEN:
(1) The Bank of Nova Scotia, a bank named in Schedule I to the Bank Act (Canada);
(2) Scotiabank Covered Bond Guarantor Limited Partnership, a limited partnership
Covered Bond GP Inc.; and
(3) Computershare Trust Company of Canada, a trust company formed under the laws
of Canada.
WHEREAS the parties hereto entered into an Intercompany Loan Agreement made as of July 19,
2013 (the “Intercompany Loan Agreement”);
AND WHEREAS the parties hereto have agreed to amend the Intercompany Loan Agreement
pursuant to the terms of this Agreement;
NOW THEREFORE IT IS HEREBY AGREED that in consideration of the mutual covenants and
agreements herein set forth, the parties agree as follows:
ARTICLE 1 – AMENDMENT
1.01 Amendment
Section 3.2 of the Intercompany Loan Agreement is hereby amended by adding the following
sentence at the end of the final paragraph thereof:
“Notwithstanding the foregoing, the Demand Loan shall not have a
positive balance at any time following the occurrence of a Demand
Loan Repayment Event and the repayment in full of the then
outstanding Demand Loan by the Guarantor in accordance with
Section 7.2. (it being understood that, following such repayment, the
principal balance of the Guarantee Loan shall be deemed to be equal
to the full amount of the aggregate principal amount of Advances
then outstanding and recorded in the Intercompany Loan Ledger in
accordance with Section 5.4).”
ARTICLE 2– MISCELLANEOUS
2.01 Further Assurances
Each of the parties hereto will from time to time execute and deliver all such further
documents and instruments and do all acts and things as any of the other parties may reasonably
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LEGAL_1:40090707.2
require to effectively carry out or better evidence or perfect the full intent and meaning of this
Agreement.
2.02 Other Amendments
Except as expressly amended, modified and supplemented hereby, the provisions of
the Intercompany Loan Agreement are and shall remain in full force and effect and shall be read
with this Agreement, mutatis mutandis. Where the terms of this Agreement are inconsistent with the
terms of the Intercompany Loan Agreement (prior to its amendment hereby), the terms of this
Agreement shall govern to the extent of such inconsistency.
2.03 Governing Law
This Agreement is governed by and will be construed in accordance with the laws of Ontario
and the federal laws of Canada applicable therein.
2.04 Interpretation
Capitalized terms used herein and not otherwise defined shall have the meanings ascribed
thereto in the Intercompany Loan Agreement (prior to its amendment hereby).
[SIGNATURE PAGES FOLLOW]
LEGAL_1:40090707.2 LEGAL_1:40090707.2
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day
and year first before written.
THE BANK OF NOVA SCOTIA
By: “Ian Berry”
Name: Ian Berry
Title: Managing Director & Head, Funding
SCOTIABANK COVERED BOND
GUARANTOR LIMITED PARTNERSHIP, by
its Managing GP, SCOTIABANK COVERED
BOND GP INC.
By: “Christy Bunker”
Name: Christy Bunker
Title: Vice-President
COMPUTERSHARE TRUST COMPANY OF
CANADA
By: “Morag Abraham”
Name: Morag Abraham
Title: Corporate Trust Officer
By: “Ann Samuel”
Name: Ann Samuel
Title: Associate Trust Officer
[Intercompany Loan Agreement Amending Agreement]
