Exhibit
4.2


 




AMENDING AGREEMENT TO 

MASTER DEFINITIONS AND CONSTRUCTION AGREEMENT


THIS AMENDING AGREEMENT TO MASTER
DEFINITIONS AND CONSTRUCTION AGREEMENT (this “Agreement”) is made as of the 22nd day of July,
2014.


BETWEEN:


		a)	THE BANK OF NOVA SCOTIA, a bank named in Schedule I to the Bank Act, whose executive office
is at Scotia Plaza, 44 King Street West, Toronto, Ontario, M5H 1H1, in its capacity as the Issuer, the Seller, the Servicer, the
Cash Manager, the Account Bank, the GDA Provider, the Intercompany Loan Provider, the Interest Rate Swap Provider and the Covered
Bond Swap Provider;



		b)	THE BANK OF NOVA SCOTIA, LONDON BRANCH, acting through its office at 201 Bishopsgate, London
EC2M 3NS, in its capacity as the Principal Paying Agent, a Registrar and a Transfer Agent;



		c)	THE BANK OF NOVA SCOTIA - NEW YORK AGENCY, acting through its office at 250 Vesey Street,
New York, NY 10281, in its capacity as a Paying Agent, a Registrar, a Transfer Agent and the Exchange Agent;



		d)	SCOTIABANK COVERED BOND GUARANTOR LIMITED PARTNERSHIP, a limited partnership formed under
the laws of the Province of Ontario, whose registered office is at 100 King Street West, Suite 6100, 1 First Canadian Place, Toronto,
Ontario, M5X 1B8, by its managing general partner, Scotiabank
Covered Bond GP Inc. (in its capacity as the Guarantor);



		e)	Scotiabank
Covered Bond GP Inc., a corporation incorporated under the laws of Canada whose registered office is located at 100
King Street West, Suite 6100, 1 First Canadian Place, Toronto, Ontario, M5X 1B8, in its capacity as Managing General Partner;



		f)	8429057 CANADA INC. a corporation incorporated under the laws of Canada whose registered
office is located at 100 King Street West, Suite 6100, 1 First Canadian Place, Toronto, Ontario, M5X 1B8, in its capacity as Liquidation
General Partner;



		g)	COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company incorporated under the laws
of Canada, whose registered office is at 100 University Avenue, 11th Floor, North Tower, Toronto, Ontario M5J 2Y1, in
its capacity as Bond Trustee and Custodian; and



		h)	KPMG LLP, a limited liability partnership under the laws of the Province of Ontario, whose
registered office is at Bay Adelaide Centre, 333 Bay Street, Suite 4600, Toronto, Ontario, M5H 2S5, in its capacity as Cover Pool
Monitor.



WHEREAS the parties hereto entered
into an amended and restated master definitions and construction agreement made as of September 24, 2013 (the “Master
Definitions and Construction Agreement”);




    	 



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AND WHEREAS the parties hereto
have agreed to amend the Master Definitions and Construction 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 –
Amendments


		1.01	Amendments



(1)              
The definition of “Indexation Methodology” in Article 1 of the Master Definitions and Construction Agreement
is deleted in its entirety and replaced with the following:


“Indexation
Methodology  The indexation methodology determined by the Guarantor that meets the requirements provided for in the CMHC Guide
to determine indexed valuations for Mortgaged Properties relating to the Loans in the Portfolio, which, as of the date of this
Agreement is a combination of (i) the Teranet Inc.-based house price index for the eleven metropolitan areas for which it is available,
and (ii) data derived from the national residential statistics compiled by the Canadian Real Estate Association for all other areas,
in each case as more particularly described in the Prospectus, whether directly or by reference, and which methodology may be updated
from time to time and will, at any time, be disclosed in the then-current Investor Report and all future Investor Reports for periods
from and after July 1, 2014. Any change to the Indexation Methodology must comply with the requirements of the CMHC Guide and will
(i) require notice to CMHC and satisfaction of any other conditions specified by CMHC in relation thereto, (ii) if such change
constitutes a material amendment thereto, require satisfaction of the Rating Agency Condition, and (iii) if such change is materially
prejudicial to the Covered Bondholders, require the consent of the Bond Trustee”


(2)              
The definition of “Latest Valuation” in Article 1 of the Master Definitions and Construction Agreement is deleted
in its entirety and replaced by the following:


“Latest
Valuation In relation to any Mortgaged Property, the value given to that Mortgaged Property by the most recent Valuation Report
addressed to the Seller or the purchase price of that Mortgaged Property or current property tax assessment, as applicable; provided
that, commencing July 1, 2014, such value shall be adjusted at least quarterly to account for subsequent price adjustments using
the Indexation Methodology”


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 require to effectively carry out or better evidence or perfect the full intent and meaning
of this Agreement.




    	 



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		2.02	Other Amendments



Except as expressly
amended, modified and supplemented hereby, the provisions of the Master Definitions and Construction 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 Master Definitions and Construction 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 Master Definitions and Construction Agreement
(prior to its amendment hereby).


[SIGNATURE PAGES FOLLOW]




    	 



    	 



    


IN WITNESS WHEREOF the parties
hereto have executed this Agreement on the day and year first before written.


	 	THE BANK OF NOVA SCOTIA, in its capacity as the Issuer, the Seller, the Servicer, the Cash Manager, the Account Bank, the GDA Provider, the Intercompany Loan Provider, the Interest Rate Swap Provider and the Covered Bond Swap Provider 
	 	 
	 	By:	/s/ Ian A. Berry
	 	 	Name:  Ian A. Berry

Title: Managing Director & Head, Funding
	 	 
	 	THE BANK OF NOVA SCOTIA, LONDON BRANCH, in its capacity as Principal Paying Agent, a Registrar and a Transfer Agent
	 	 
	 	By:	/s/ Jane Anne Negi
	 	 	Name: Jane Anne Negi

Title: Managing Director & Head of Legal, Europe
	 	By:	/s/ Jane Lloyd
	 	 	Name: Jane Lloyd

Title: Chief Operating Officer
	 	 
	 	SCOTIABANK COVERED BOND GUARANTOR LIMITED PARTNERSHIP by its managing general partner SCOTIABANK COVERED BOND GP INC.
	 	 
	 	By:	/s/ David Tersigni
	 	 	Name:  David Tersigni

Title: President and Secretary




    	 



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	 	SCOTIABANK COVERED BOND GP INC., in its capacity as Managing GP
	 	 
	 	By:	/s/ David Tersigni
	 	 	Name: David Tersigni

Title: President and Secretary
	 	 
	 	8429057 CANADA INC., in its capacity as Liquidation GP
	 	 
	 	By:	/s/ Charles Eric Gauthier
	 	 	
        Name: Charles Eric Gauthier

        Title: Vice-President

         

	 	By:	/s/ Stuart Swartz
	 	 	Name: Stuart Swartz

Title: President
	 	 
	 	COMPUTERSHARE TRUST COMPANY OF CANADA, in its capacity as Bond Trustee
	 	 
	 	By:	/s/ Sean Pigott
	 	 	Name: Sean Pigott

Title: Corporate Trust Officer
	 	 
	 	By:	/s/ Ann Samuel
	 	 	Name: Ann Samuel

Title: Associate Trust Officer
	 	 
	 	KPMG LLP, in its capacity as Cover Pool Monitor
	 	 
	 	By:	/s/ Abhimanyu Verma
	 	 	
        Name: Abhimanyu Verma

        Title: Partner

         

	 	 




    	 



    	 



    


 


	 	THE BANK OF NOVA SCOTIA - NEW YORK AGENCY, in its capacity as a Paying Agent, a Registrar, a Transfer Agent and Exchange Agent
	 
	 	 	 
	 	By:	/s/ Hector Jimenez
	 	 	Name: Hector Jimenez

Title: Director, Regional Head of U.S. Operations