0001104659-17-009570 Sample Contracts

THIRD AMENDED AND RESTATED DISTRIBUTION AGREEMENT BY AND BETWEEN THE BANK OF NOVA SCOTIA AND SCOTIA CAPITAL (USA) INC.
Distribution Agreement • February 15th, 2017 • Bank of Nova Scotia • State commercial banks • New York
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THE BANK OF NOVA SCOTIA SENIOR NOTES, SERIES A THIRD AMENDED AND RESTATED CALCULATION AGENCY AGREEMENT BETWEEN THE BANK OF NOVA SCOTIA AND SCOTIA CAPITAL INC. February 13, 2017
Calculation Agency Agreement • February 15th, 2017 • Bank of Nova Scotia • State commercial banks • New York

This Third Amended and Restated Calculation Agency Agreement (this “Agreement”) is entered into by and between The Bank of Nova Scotia (the “Bank”) and Scotia Capital Inc. The Bank proposes to issue and sell certain of its securities designated as Senior Notes, Series A (the “Notes”). The Notes are to be issued under the Indenture, dated as of January 11, 2010 (as such may be from time to time further amended, restated, supplemented or otherwise modified), between the Bank and Computershare Trust Company, N.A., as U.S. Trustee (the “U.S. Trustee”) and Computershare Trust Company of Canada, as Canadian Trustee (together with the U.S. Trustee, the “Trustees”). The Notes are to be distributed pursuant to the terms of the Third Amended and Restated Distribution Agreement, dated as of February 1, 2017 (as such may be from time to time further amended, restated, supplemented or otherwise modified, the “Distribution Agreement”), between the Bank and Scotia Capital (USA) Inc., relating to the

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