Common use of CONTRACTUAL TERMS Clause in Contracts

CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the Prospectus dated July 14, 2016 [and the supplemental Prospectus[es] dated [date]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of the Directive 2003/71/EC, as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State (the “Prospectus Directive”)]. This document constitutes the Final Terms of the Covered Bonds described herein [for the purposes of Article 5.4 of the Prospectus Directive as implemented in the United Kingdom] and must be read in conjunction with such Prospectus. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus, together with these Final Terms and all documents incorporated by reference therein, is available for viewing at, and copies may be obtained from the registered office of the Issuer at 21st Floor, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html under the name “Toronto-Dominion Bank” and the headline “Publication of Prospectus”. [Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the prospectus dated [original date] which are incorporated by reference in the Prospectus dated July 14, 2016 [and the supplemental Prospectus[es] dated [date]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of the Directive 2003/71/EC, as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State (the “Prospectus Directive”)]. This document constitutes the Final Terms of the Covered Bonds described herein for the purposes of Article 5.4 of the Prospectus Directive as implemented in the United Kingdom and must be read in conjunction with such Prospectus, including the Conditions incorporated therein. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus, together with these Final Terms and all documents incorporated by reference therein, is available for viewing at, and copies may be obtained from the registered office of the Issuer at 21st Floor, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html under the name “Toronto-Dominion Bank” and the headline “Publication of Prospectus”.] (i) Issuer: The Toronto-Dominion Bank (the “Bank”) (ii) Branch: [Main Toronto Branch located at the Executive Offices at the address indicated at the back of the Prospectus]/[London Branch] (iii) Guarantor: TD Covered Bond Limited Partnership (Legislative) Guarantor 2. (i) [Series Number:] [ ] (ii) [Tranche Number:] [ ] (iii) Date on which the Covered Bonds become fungible: [Not Applicable/The Covered Bonds shall be consolidated, form a single series and interchangeable for trading purposes with [ ] on [[ ]/[the Issue Date]/[exchange of Temporary Global Covered Bond for interests in the Permanent Global Covered Bonds, as referred to in paragraph [ ] below], which is expected to occur on or about [ ]]. 3. Specified Currency or Currencies: (Condition 1.10) [ ] 4. Aggregate Principal Amount [of Covered Bonds admitted to trading]: [ ] (i) [Series:] [ ]

Appears in 1 contract

Sources: Dealership Agreement

CONTRACTUAL TERMS. [Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the Base Prospectus dated July 14, 2016 31 October 2024 [and the supplemental Prospectus[essupplement[s] to the Base Prospectus dated [date]] 31 October 2024 which [together] constitute[s] [a base prospectus (the “Base Prospectus”) for the purposes of the Directive 2003/71/EC, [Regulation (EU) 2017/1129 (as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State (the “Prospectus Directive”)Regulation”)]/[the Prospectus Regulation]]. This document constitutes the Final Terms of the Covered Bonds described herein [for the purposes of Article 5.4 8 of the Prospectus Directive as implemented in the United KingdomRegulation] and must be read in conjunction with such Prospectus. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the ProspectusBase Prospectus in order to obtain all relevant information. The Base Prospectus, together with these Final Terms and all documents incorporated by reference therein, is available for viewing atat ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/covered-bonds-terms-of-access, and copies may be obtained from the registered office of the Issuer at 21st Floor▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, TD Bank Tower▇▇▇▇▇ ▇▇▇, Toronto-Dominion Centre▇▇▇▇▇▇▇, Toronto▇▇▇▇▇▇▇, Ontario, M5K 1A2, Canada ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and at the office of the Issuing and Paying Agent, CitibankThe Bank of New York Mellon, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange Euronext Dublin available at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html under the name “Toronto-Dominion Bank” and the headline “Publication of Prospectus”. ] [Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the prospectus dated [original date●] [and the supplement[s] to it]] which are incorporated by reference in the Base Prospectus dated July 14, 2016 31 October 2024 [and the supplemental Prospectus[essupplement[s] dated to the Base Prospectus [datedated][date]] which [together] constitute[s] [a base prospectus (the “Base Prospectus”) for the purposes of the Directive 2003/71/EC, [Regulation (EU) 2017/1129 (as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State (the “Prospectus Directive”)Regulation”)]/[the Prospectus Regulation]. This document constitutes the Final Terms of the Covered Bonds described herein for the purposes of Article 5.4 8 of the Prospectus Directive as implemented in the United Kingdom Regulation and must be read in conjunction with such ProspectusBase Prospectus in order to obtain all relevant information, including save in respect of the Conditions incorporated therein. Full information on which are set forth in the Issuer prospectus dated [●] [and the offer of supplement[s] to it dated [ ]] and are incorporated by reference in the Covered Bonds is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus, together with these Final Terms and all documents incorporated by reference therein, is available for viewing atat ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/covered-bonds-terms-of-access, and copies may be obtained from the registered office of the Issuer at 21st Floor▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, TD Bank Tower▇▇▇▇▇ ▇▇▇, Toronto-Dominion Centre▇▇▇▇▇▇▇, Toronto▇▇▇▇▇▇▇, Ontario, M5K 1A2, Canada ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and at the office of the Issuing and Paying Agent, CitibankThe Bank of New York Mellon, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange Euronext Dublin available at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html under the name “Toronto-Dominion Bank” and the headline “Publication of Prospectus”.]] (i) Issuer: The Toronto-Dominion Bank (the “Equitable Bank”) (ii) Branch: [Main Toronto Branch located at the Executive Offices at the address indicated at the back of the Prospectus]/[London Branch] (iii) Guarantor: TD EQB Covered Bond Limited Partnership (Legislative) GuarantorGuarantor Limited Partnership 2. (i) [Series Number:] : [ ] ] (ii) [Tranche Number:] : [ ] ] (iii) Date on which the Covered Bonds become fungible: [Not Applicable/The Applicable]/[The Covered Bonds shall be consolidated, form a single series and be interchangeable for trading purposes with [ ] on [[ ]/[the Issue Date]/[exchange of Temporary Global Covered Bond for interests in the Permanent Global Covered Bonds, as referred to in paragraph [ ] belowDate], which is expected to occur on or about [ ]]]. 3. Specified Currency or Currencies: [ ] (Condition 1.10) [ ]1.04) 4. Aggregate Principal Amount [of [ ] Covered Bonds admitted to trading]: [ ] : (i) [Series:] [ ] (ii) [Tranche:] [ ]

Appears in 1 contract

Sources: Dealership Agreement

CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the Prospectus dated July 14, 2016 30 June 2023 [and the supplemental Prospectus[es] dated [date]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of [Regulation (EU) 2017/1129 (as amended) as it forms part of UK domestic law by virtue of the Directive 2003/71/EC[European Union (Withdrawal) Act 2018, as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State EUWA] (the “UK Prospectus Directive”)Regulation”)]/[the UK Prospectus Regulation]]. This document constitutes the Final Terms of the Covered Bonds described herein [for the purposes of Article 5.4 8 of the UK Prospectus Directive as implemented in the United KingdomRegulation] and must be read in conjunction with such Prospectus. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the ProspectusProspectus in order to obtain all relevant information. The Prospectus, together with these Final Terms and all documents incorporated by reference therein, is available for viewing atat ▇▇▇▇▇://▇▇▇.▇▇.▇▇▇/investor-relations/ir-homepage/debt-information/legislative-covered-bonds/LCBdocuments.jsp, and copies may be obtained from the registered office of the Issuer at 21st Floor, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html under the name “Toronto-Dominion Bank” and the headline “Publication of Prospectus”. [Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the prospectus dated [original date] which are incorporated by reference in the Prospectus dated July 14, 2016 30 June 2023 [and the supplemental Prospectus[es] dated [date]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of [[Regulation (EU) 2017/1129 (as amended) as it forms part of UK domestic law by virtue of the Directive 2003/71/EC[European Union (Withdrawal) Act 2018, as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State EUWA] (the “UK Prospectus Directive”)Regulation”)]/[the UK Prospectus Regulation]]. This document constitutes the Final Terms of the Covered Bonds described herein [for the purposes of Article 5.4 8 of the UK Prospectus Directive as implemented in the United Kingdom Regulation] and must be read in conjunction with such Prospectus, including the Conditions incorporated therein. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the Prospectus, in order to obtain all relevant information. The Prospectus, together with these Final Terms and all documents incorporated by reference therein, is available for viewing atat ▇▇▇▇▇://▇▇▇.▇▇.▇▇▇/investor-relations/ir-homepage/debt-information/legislative-covered- bonds/LCBdocuments.jsp, and copies may be obtained from the registered office of the Issuer at 21st Floor, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news-news- home.html under the name “Toronto-Dominion Bank” and the headline “Publication of Prospectus”.] (i) Issuer: The Toronto-Dominion Bank (the “Bank”) (ii) Branch: [Main Toronto Branch located at the Executive Offices at the address indicated at the back of the Prospectus]/[London Branch] (iii) Guarantor: TD Covered Bond Limited Partnership (Legislative) Guarantor 2. (i) [Series Number:] [ ] (ii) [Tranche Number:] [ ] (iii) Date on which the Covered Bonds become fungible: [Not Applicable/The Covered Bonds shall be consolidated, form a single series and interchangeable for trading purposes with [ ] on [[ ]/[the Issue Date]/[exchange of Temporary Global Covered Bond for interests in the Permanent Global Covered Bonds, as referred to in paragraph [ ] below], which is expected to occur on or about [ ]]. 3. Specified Currency or Currencies: (Condition 1.10) [ ] 4. Aggregate Principal Amount [of Covered Bonds admitted to trading]: [ ] (i) [Series:] [ ]

Appears in 1 contract

Sources: Dealership Agreement

CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the Prospectus dated July 14, 2016 7 September 2017 [and the supplemental Prospectus[es] dated [date]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of the Directive 2003/71/EC, as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State (the “Prospectus Directive”)]. This document constitutes the Final Terms of the Covered Bonds described herein [for the purposes of Article 5.4 of the Prospectus Directive as implemented in the United Kingdom] and must be read in conjunction with such Prospectus. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus, together with these Final Terms and all documents incorporated by reference therein, is available for viewing at, and copies may be obtained from the registered office of the Issuer at 21st Floor, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html under the name “Toronto-Dominion Bank” and the headline “Publication of Prospectus”. [Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the prospectus dated [original date] which are incorporated by reference in the Prospectus dated July 14, 2016 7 September 2017 [and the supplemental Prospectus[es] dated [date]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of the Directive 2003/71/EC, as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State (the “Prospectus Directive”)]. This document constitutes the Final Terms of the Covered Bonds described herein for the purposes of Article 5.4 of the Prospectus Directive as implemented in the United Kingdom and must be read in conjunction with such Prospectus, including the Conditions incorporated therein. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus, together with these Final Terms and all documents incorporated by reference therein, is available for viewing at, and copies may be obtained from the registered office of the Issuer at 21st Floor, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news-news- home.html under the name “Toronto-Dominion Bank” and the headline “Publication of Prospectus”.] (i) Issuer: The Toronto-Dominion Bank (the “Bank”) (ii) Branch: [Main Toronto Branch located at the Executive Offices at the address indicated at the back of the Prospectus]/[London Branch] ] (iii) Guarantor: TD Covered Bond Limited Partnership (Legislative) GuarantorGuarantor Limited Partnership 2. (i) [Series Number:] [ ] ] (ii) [Tranche Number:] [ ] (iii) Date on which the Covered Bonds become fungible: [Not Applicable/The Covered Bonds shall be consolidated, form a single series and interchangeable for trading purposes with [ ] on [[ ]/[the Issue Date]/[exchange of Temporary Global Covered Bond for interests in the Permanent Global Covered Bonds, as referred to in paragraph [ ] below], which is expected to occur on or about [ ]]. 3. Specified Currency or Currencies: (Condition 1.10) [ ] 4. Aggregate Principal Amount [of Covered Bonds admitted to trading]: [ ] (i) [Series:] [ ]

Appears in 1 contract

Sources: Dealership Agreement

CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the “Conditions”) set forth in the Prospectus dated July 14, 2016 [and the supplemental Prospectus[es] dated [date]] 25 June 2014 which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of the Prospectus Directive (Directive 2003/71/EC, ) (as amended, including which includes amendments made by Directive 2010/73/EU, and includes any EU to the effect that such amendments have been implemented in a relevant implementing measures in each Relevant Member State State) (the "Prospectus Directive")]. This document constitutes the Final Terms final terms of the Covered Bonds described herein [for the purposes of Article 5.4 of the Prospectus Directive as implemented in the United Kingdom] and must be read in conjunction with such the Prospectus. Full information on the Issuer Issuer, the Group Guarantor and the LLP and the offer of the Covered Bonds is only available on the basis of the combination of these this Final Terms Document and the Prospectus. The Prospectus, together with these Final Terms and all documents incorporated by reference therein, is Copies of the Prospectus are available for viewing at, and copies may be obtained from free of charge to the public at the registered office of the Issuer at 21st Floor, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at from the specified office of each of the Issuing Paying Agents. [Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Paying AgentConditions (the "Terms and Conditions") set forth in the prospectus dated [●] which are incorporated by reference in the Prospectus dated [●]. This document constitutes the final terms of the Covered Bonds described herein for the purposes of Article 5.4 of the Prospectus Directive (Directive 2003/71/EC) (as amended, Citibankwhich includes amendments made by Directive 2010/73/EU to the effect that such amendments have been implemented in a relevant Member State) (the "Prospectus Directive"), N.A.as amended, acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇to the extent that such amendments have been implemented in a Member State, and can also must be viewed read in conjunction with the Prospectus dated [●], which constitute[s] a base prospectus for the purposes of the Prospectus Directive. Full information on the website Issuer, the Group Guarantor and the LLP and the offer of the Regulatory News Service operated by Covered Bonds is only available on the London Stock Exchange basis of the combination of this Final Terms Document and the Prospectus dated [●]. Copies of the Prospectus are available for viewing at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇.▇▇▇/exchange/investors/news/marketdebt-news/market-news-home.html under investors.aspx and are available free of charge to the name “Toronto-Dominion Bank” and the headline “Publication of Prospectus”. [Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the prospectus dated [original date] which are incorporated by reference in the Prospectus dated July 14, 2016 [and the supplemental Prospectus[es] dated [date]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of the Directive 2003/71/EC, as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State (the “Prospectus Directive”)]. This document constitutes the Final Terms of the Covered Bonds described herein for the purposes of Article 5.4 of the Prospectus Directive as implemented in the United Kingdom and must be read in conjunction with such Prospectus, including the Conditions incorporated therein. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus, together with these Final Terms and all documents incorporated by reference therein, is available for viewing at, and copies may be obtained from public at the registered office of the Issuer at 21st Floor, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at from the specified office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also be viewed on the website each of the Regulatory News Service operated by the London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html under the name “Toronto-Dominion Bank” and the headline “Publication of Prospectus”Paying Agents.] (i) Issuer: The Toronto-Dominion Bank (the “Bank”) (ii) Branch: [Main Toronto Branch located at the Executive Offices at the address indicated at the back of the Prospectus]/[London Branch] (iii) Guarantor: TD Covered Bond Limited Partnership (Legislative) Guarantor 2. (i) [Series Number:] [ ] (ii) [Tranche Number:] [ ] (iii) Date on which the Covered Bonds become fungible: [Not Applicable/The Covered Bonds shall be consolidated, form a single series and interchangeable for trading purposes with [ ] on [[ ]/[the Issue Date]/[exchange of Temporary Global Covered Bond for interests in the Permanent Global Covered Bonds, as referred to in paragraph [ ] below], which is expected to occur on or about [ ]]. 3. Specified Currency or Currencies: (Condition 1.10) [ ] 4. Aggregate Principal Amount [of Covered Bonds admitted to trading]: [ ] (i) [Series:] [ ]

Appears in 1 contract

Sources: Agency Agreement

CONTRACTUAL TERMS. [Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the Prospectus dated July 14September 8, 2016 2017 [and the supplemental Prospectus[es] supplements to it dated [date[ ]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of the Directive 2003/71/EC, as amended, amended including by Directive 2010/73/EU, EU and includes any relevant implementing measures in each Relevant a relevant Member State of the EEA (the “Prospectus Directive”)]. This document constitutes the Final Terms of the Covered Bonds described herein [for the purposes of Article 5.4 of the Prospectus Directive as implemented in the United Kingdom] Kingdom and must be read in conjunction with such the Prospectus. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus, together with these Final Terms Prospectus and all documents incorporated by reference therein, is therein are available for viewing at, and copies may be obtained from the registered office of the Issuer at 21st Floor, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange at ▇▇▇▇://http:/ /▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news▇▇▇▇▇▇▇▇/market▇▇▇▇/▇▇▇▇▇▇-news▇▇▇▇/market-news-home.html ▇▇▇▇▇▇- news-home.html under the name “Toronto-Dominion Bank” Royal Bank of Canada and the headline “Publication of Prospectus”. ” and copies may be obtained from the offices of the Issuer, 13th Floor, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, and the offices of the Issuing and Paying Agent, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇.] [Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the prospectus dated [original date] which are incorporated by reference in the Prospectus dated July 14September 8, 2016 [and the supplemental Prospectus[es] dated [date]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of the Directive 2003/71/EC, as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State (the “Prospectus Directive”)]2017. This document constitutes the Final Terms of the Covered Bonds described herein for the purposes of Article 5.4 of Directive 2003/71/EC, as amended including by Directive 2010/73/EU and includes any relevant implementing measures in a relevant Member State of the EEA (the “Prospectus Directive Directive”) as implemented in the United Kingdom and must be read in conjunction with such Prospectusthe Prospectus dated September 8, 2017, including the Conditions incorporated thereinby reference therein [and the supplements to it dated [ ]], which [together] constitute[s] a base prospectus (the “Prospectus”) for the purposes of the Prospectus Directive. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus, together with these Final Terms Prospectus and all documents incorporated by reference therein, is therein are available for viewing at, and copies may be obtained from the registered office offices of the Issuer at 21st Issuer, 13th Floor, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also be viewed on the website offices of the Regulatory News Service operated by the Issuing and Paying Agent, One Canada Square, London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html under the name “Toronto-Dominion Bank” and the headline “Publication of Prospectus”E14 5AL, England.] (i) Issuer: The Toronto-Dominion Bank (the “Bank”) (ii) Branch: [Main Toronto Branch located at the Executive Offices at the address indicated at the back of the Prospectus]/[London Branch] (iii) Guarantor: TD Covered Bond Limited Partnership (Legislative) Guarantor 2. (i) [Series Number:] [ ] (ii) [Tranche Number:] [ ] (iii) Date on which the Covered Bonds become fungible: [Not Applicable/The Covered Bonds shall be consolidated, form a single series and interchangeable for trading purposes with [ ] on [[ ]/[the Issue Date]/[exchange of Temporary Global Covered Bond for interests in the Permanent Global Covered Bonds, as referred to in paragraph [ ] below], which is expected to occur on or about [ ]]. 3. Specified Currency or Currencies: (Condition 1.10) [ ] 4. Aggregate Principal Amount [of Covered Bonds admitted to trading]: [ ] (i) [Series:] [ ]

Appears in 1 contract

Sources: Dealership Agreement

CONTRACTUAL TERMS. [Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the Prospectus dated July 1429, 2016 2022 [and the supplemental Prospectus[es] supplements to it dated [date[ ]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of Article 8 of [Regulation (EU) 2017/1129 (as amended) as it forms part of domestic law by virtue of the Directive 2003/71/ECEuropean Union (Withdrawal) Act 2018, as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State amended (the “UK Prospectus DirectiveRegulation)) / the 6 Delete text in square brackets if not a 144A issue. UK Prospectus Regulation]. This document constitutes the Final Terms of the Covered Bonds described herein [for the purposes of Article 5.4 8 of the UK Prospectus Directive as implemented in the United Kingdom] Regulation and must be read in conjunction with such Prospectus. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the ProspectusProspectus in order to obtain all relevant information. The Prospectus, together with these Final Terms Prospectus and all documents incorporated by reference therein, is therein are available for viewing at, at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/investorrelations/fixed_income/covered-bonds-terms.html and copies may be obtained from the registered office offices of the Issuer at 21st Issuer, 20th Floor, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also be viewed on the website offices of the Regulatory News Service operated by the Issuing and Paying Agent, One Canada Square, London Stock Exchange at ▇▇▇▇://▇▇▇E14 5AL, England.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html under the name “Toronto-Dominion Bank” and the headline “Publication of Prospectus”. ] [Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the prospectus dated [original date] which are incorporated by reference in the Prospectus dated July 1429, 2016 [and the supplemental Prospectus[es] dated [date]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of the Directive 2003/71/EC, as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State (the “Prospectus Directive”)]2022. This document constitutes the Final Terms of the Covered Bonds described herein for the purposes of Article 5.4 8 of [Regulation (EU) 2017/1129 (as amended) as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (the “UK Prospectus Directive as implemented in Regulation”) / the United Kingdom UK Prospectus Regulation] and must be read in conjunction with such Prospectusthe Prospectus dated July 29, 2022, including the Conditions incorporated therein. Full information on the Issuer by reference therein [and the offer supplements to it dated [ ]], which [together] constitute[s] a base prospectus (the “Prospectus”) for the purposes of the Covered Bonds is only available on the basis of the combination of these Final Terms and the ProspectusUK Prospectus Regulation. The Prospectus, together with these Final Terms Prospectus and all documents incorporated by reference therein, is therein are available for viewing at, at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/investorrelations/fixed_income/covered-bonds-terms.html and copies may be obtained from the registered office offices of the Issuer at 21st Issuer, 20th Floor, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also be viewed on the website offices of the Regulatory News Service operated by the Issuing and Paying Agent, One Canada Square, London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html under the name “Toronto-Dominion Bank” and the headline “Publication of Prospectus”E14 5AL, England.] (i) Issuer: The Toronto-Dominion Bank (the “Bank”) (ii) Branch: [Main Toronto Branch located at the Executive Offices at the address indicated at the back of the Prospectus]/[London Branch] (iii) Guarantor: TD Covered Bond Limited Partnership (Legislative) Guarantor 2. (i) [Series Number:] [ ] (ii) [Tranche Number:] [ ] (iii) Date on which the Covered Bonds become fungible: [Not Applicable/The Covered Bonds shall be consolidated, form a single series and interchangeable for trading purposes with [ ] on [[ ]/[the Issue Date]/[exchange of Temporary Global Covered Bond for interests in the Permanent Global Covered Bonds, as referred to in paragraph [ ] below], which is expected to occur on or about [ ]]. 3. Specified Currency or Currencies: (Condition 1.10) [ ] 4. Aggregate Principal Amount [of Covered Bonds admitted to trading]: [ ] (i) [Series:] [ ]

Appears in 1 contract

Sources: Dealership Agreement

CONTRACTUAL TERMS. [Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the Prospectus dated July 14, 2016 [●] 2021 [and the supplemental Prospectus[es] dated [date]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of [Regulation (EU) 2017/1129 (as amended) as it forms part of UK domestic law by virtue of the Directive 2003/71/EC[European Union (Withdrawal) Act 2018, as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State EUWA] (the “UK Prospectus Directive”)Regulation”)]/[the UK Prospectus Regulation]]. This document constitutes the Final Terms of the Covered Bonds described herein [for the purposes of Article 5.4 8 of the UK Prospectus Directive as implemented in the United KingdomRegulation] and must be read in conjunction with such Prospectus. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the ProspectusProspectus in order to obtain all relevant information. The Prospectus, together with these Final Terms and all documents incorporated by reference therein, is available for viewing atat ▇▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇▇.▇▇/hsbc-in-canada/legislative-covered- bond-programme, and copies may be obtained from the registered office of the Issuer at 21st Floor885 West Georgia ▇▇▇▇▇▇, TD Bank Tower▇▇▇▇▇ ▇▇▇, Toronto-Dominion Centre▇▇▇▇▇▇▇▇▇, Toronto▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Ontario, M5K 1A2, Canada ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇Agent at ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html under the name [Toronto-Dominion Bank” HSBC Bank Canada”] and the headline “Publication of Prospectus”. [Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the prospectus dated [original date] which are incorporated by reference in the Prospectus dated July 14, 2016 [●] September 2021 [and the supplemental Prospectus[es] dated [date]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of [[Regulation (EU) 2017/1129 (as amended) as it forms part of UK domestic law by virtue of the Directive 2003/71/EC[European Union (Withdrawal) Act 2018, as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State EUWA] (the “UK Prospectus Directive”)Regulation”)]/[the UK Prospectus Regulation]]. This document constitutes the Final Terms of the Covered Bonds described herein for the purposes of Article 5.4 8 of the UK Prospectus Directive as implemented in the United Kingdom Regulation and must be read in conjunction with such Prospectus, including the Conditions incorporated therein. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the ProspectusProspectus in order to obtain all relevant information. The Prospectus, together with these Final Terms and all documents incorporated by reference therein, is available for viewing atat ▇▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇▇.▇▇/hsbc-in-canada/legislative-covered- bond-programme, and copies may be obtained from the registered office of the Issuer at 21st Floor▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, TD Bank Tower▇▇▇▇▇ ▇▇▇, Toronto-Dominion Centre▇▇▇▇▇▇▇▇▇, Toronto▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Ontario, M5K 1A2, Canada ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇Agent at ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html under the name [Toronto-Dominion Bank” HSBC Bank Canada”] and the headline “Publication of Prospectus”.] (i) Issuer: The Toronto-Dominion Bank (the “Bank”) (ii) Branch: [Main Toronto Branch located at the Executive Offices at the address indicated at the back of the Prospectus]/[London Branch] (iii) Guarantor: TD Covered Bond Limited Partnership (Legislative) Guarantor 2. (i) [Series Number:] [ ] (ii) [Tranche Number:] [ ] (iii) Date on which the Covered Bonds become fungible: [Not Applicable/The Covered Bonds shall be consolidated, form a single series and interchangeable for trading purposes with [ ] on [[ ]/[the Issue Date]/[exchange of Temporary Global Covered Bond for interests in the Permanent Global Covered Bonds, as referred to in paragraph [ ] below], which is expected to occur on or about [ ]]. 3. Specified Currency or Currencies: (Condition 1.10) [ ] 4. Aggregate Principal Amount [of Covered Bonds admitted to trading]: [ ] (i) [Series:] [ ]

Appears in 1 contract

Sources: Dealership Agreement

CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the Prospectus dated July 145, 2016 2013 [and the supplemental Prospectus[es] dated [date[ ]] (which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of the Directive 2003/71/EC, as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State EC (the “Prospectus Directive”)]. This document constitutes the Final Terms of the Covered Bonds described herein [for the purposes of Article 5.4 of the Prospectus Directive as implemented in the United KingdomDirective] and must be read in conjunction with such ProspectusProspectus [as so supplemented]. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the Prospectus. [The ProspectusProspectus [and the supplemental Prospectus[es]]], together with these Final Terms and all documents incorporated by reference therein, is [is] [are] available for viewing at, and copies may be obtained from the registered office of the Issuer at 21st Floor, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html under the name “Toronto-Dominion Bank” Canadian Imperial Bank of Commerce and the headline “Publication of Prospectus”. [Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the prospectus dated [original date] which are incorporated by reference in the Prospectus dated July 14, 2016 [and the supplemental Prospectus[es] dated [date]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of the Directive 2003/71/EC, as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State (the “Prospectus Directive”)]. This document constitutes the Final Terms of the Covered Bonds described herein for the purposes of Article 5.4 of the Prospectus Directive as implemented in the United Kingdom and must be read in conjunction with such Prospectus, including the Conditions incorporated therein. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus, together with these Final Terms and all documents incorporated by reference therein, is available for viewing at, and copies may be obtained from the registered office specified offices of the Issuer at 21st Floor, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also be viewed on as set out at the website end of the Regulatory News Service operated by the London Stock Exchange at ▇▇▇▇://▇▇▇this Prospectus.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html under the name “Toronto-Dominion Bank” and the headline “Publication of Prospectus”.] (i) Issuer: The Toronto-Dominion Canadian Imperial Bank (the “Bank”)of Commerce (ii) Branch: [Main Toronto Branch located at the Executive Offices at the address indicated at the back of the Prospectus]/[London Branch] (iii) Guarantor: TD CIBC Covered Bond Limited Partnership (Legislative) GuarantorGuarantor Limited 2. (i) [Series Number:] [ ] ] (ii) [Tranche Number:] [ ] :] (iii) Date on which the Covered Bonds become fungible: [ ] [Not Applicable/The Covered Bonds shall be consolidated, form a single series and be interchangeable for trading purposes with [ ] on [[ ]/[the Issue Date]/[exchange of the Temporary Global Covered Bond for interests in the Permanent Global Covered Bonds, as referred to in paragraph [ ] below], which is expected to occur on or about [ ]]. 3. Specified Currency or Currencies: (Condition 1.10) [ ] 4. Aggregate Principal Amount [of Covered Bonds admitted to trading]: [ ] (i) [Series:] [ ]

Appears in 1 contract

Sources: Dealership Agreement

CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the “Conditions”) set forth in the Prospectus dated July 14, 2016 [and the supplemental Prospectus[es] dated [date]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of the Prospectus Directive (Directive 2003/71/EC, ) (as amended, including which includes amendments made by Directive 2010/73/EU, and includes any EU to the effect that such amendments have been implemented in a relevant implementing measures in each Relevant Member State State) (the "Prospectus Directive")]. This document constitutes the Final Terms final terms of the Covered Bonds described herein [for the purposes of Article 5.4 of the Prospectus Directive as implemented in the United Kingdom] and must be read in conjunction with such the Prospectus. Full information on the Issuer Issuer, the Group Guarantor and the LLP and the offer of the Covered Bonds is only available on the basis of the combination of these this Final Terms Document and the Prospectus. The Prospectus, together with these Final Terms and all documents incorporated by reference therein, is Copies of the Prospectus are available for viewing at, and copies may be obtained from free of charge to the public at the registered office of the Issuer at 21st Floor, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at from the specified office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also be viewed on the website each of the Regulatory News Service operated by the London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html under the name “Toronto-Dominion Bank” and the headline “Publication of Prospectus”Paying Agents. [Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the "Terms and Conditions") set forth in the prospectus dated [original date] which are incorporated by reference in the Prospectus dated July 14, 2016 [and the supplemental Prospectus[es] dated [date]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of the Directive 2003/71/EC, as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State (the “Prospectus Directive”)]. This document constitutes the Final Terms final terms of the Covered Bonds described herein for the purposes of Article 5.4 of the Prospectus Directive (Directive 2003/71/EC) (as amended, which includes amendments made by Directive 2010/73/EU to the effect that such amendments have been implemented in a relevant Member State) (the United Kingdom "Prospectus Directive"), as amended, to the extent that such amendments have been implemented in a Member State, and must be read in conjunction with such Prospectusthe Prospectus dated [●], including which constitute[s] a base prospectus for the Conditions incorporated thereinpurposes of the Prospectus Directive. Full information on the Issuer Issuer, the Group Guarantor and the LLP and the offer of the Covered Bonds is only available on the basis of the combination of these this Final Terms Document and the ProspectusProspectus dated [●]. The Prospectus, together with these Final Terms and all documents incorporated by reference therein, is Copies of such Prospectuses are available for viewing at, and copies may be obtained from free of charge to the public at the registered office of the Issuer at 21st Floor, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at from the specified office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also be viewed on the website each of the Regulatory News Service operated by the London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html under the name “Toronto-Dominion Bank” and the headline “Publication of Prospectus”Paying Agents.] (i) Issuer: The Toronto-Dominion Bank (the “Bank”) (ii) Branch: [Main Toronto Branch located at the Executive Offices at the address indicated at the back of the Prospectus]/[London Branch] (iii) Guarantor: TD Covered Bond Limited Partnership (Legislative) Guarantor 2. (i) [Series Number:] [ ] (ii) [Tranche Number:] [ ] (iii) Date on which the Covered Bonds become fungible: [Not Applicable/The Covered Bonds shall be consolidated, form a single series and interchangeable for trading purposes with [ ] on [[ ]/[the Issue Date]/[exchange of Temporary Global Covered Bond for interests in the Permanent Global Covered Bonds, as referred to in paragraph [ ] below], which is expected to occur on or about [ ]]. 3. Specified Currency or Currencies: (Condition 1.10) [ ] 4. Aggregate Principal Amount [of Covered Bonds admitted to trading]: [ ] (i) [Series:] [ ]

Appears in 1 contract

Sources: Agency Agreement

CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the Prospectus dated July 14, 2016 30 June 2022 [and the supplemental Prospectus[es] dated [date]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of [Regulation (EU) 2017/1129 (as amended) as it forms part of UK domestic law by virtue of the Directive 2003/71/EC[European Union (Withdrawal) Act 2018, as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State EUWA] (the “UK Prospectus Directive”)Regulation”)]/[the UK Prospectus Regulation]]. This document constitutes the Final Terms of the Covered Bonds described herein [for the purposes of Article 5.4 8 of the UK Prospectus Directive as implemented in the United KingdomRegulation] and must be read in conjunction with such Prospectus. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the ProspectusProspectus in order to obtain all relevant information. The Prospectus, together with these Final Terms and all documents incorporated by reference therein, is available for viewing atat ▇▇▇▇▇://▇▇▇.▇▇.▇▇▇/investor- relations/ir-homepage/debt-information/legislative-covered-bonds/LCBdocuments.jsp, and copies may be obtained from the registered office of the Issuer at 21st Floor, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html under the name “Toronto-Dominion Bank” and the headline “Publication of Prospectus”. [Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the prospectus dated [original date] which are incorporated by reference in the Prospectus dated July 14, 2016 30 June 2022 [and the supplemental Prospectus[es] dated [date]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of [[Regulation (EU) 2017/1129 (as amended) as it forms part of UK domestic law by virtue of the Directive 2003/71/EC[European Union (Withdrawal) Act 2018, as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State EUWA] (the “UK Prospectus Directive”)Regulation”)]/[the UK Prospectus Regulation]]. This document constitutes the Final Terms of the Covered Bonds described herein [for the purposes of Article 5.4 8 of the UK Prospectus Directive as implemented in the United Kingdom Regulation] and must be read in conjunction with such Prospectus, including the Conditions incorporated therein. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the Prospectus, in order to obtain all relevant information. The Prospectus, together with these Final Terms and all documents incorporated by reference therein, is available for viewing atat ▇▇▇▇▇://▇▇▇.▇▇.▇▇▇/investor-relations/ir-homepage/debt-information/legislative-covered-bonds/LCBdocuments.jsp, and copies may be obtained from the registered office of the Issuer at 21st Floor, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html under the name “Toronto-Dominion Bank” and the headline “Publication of Prospectus”.] (i) Issuer: The Toronto-Dominion Bank (the “Bank”) (ii) Branch: [Main Toronto Branch located at the Executive Offices at the address indicated at the back of the Prospectus]/[London Branch] (iii) Guarantor: TD Covered Bond Limited Partnership (Legislative) Guarantor 2. (i) [Series Number:] [ ] (ii) [Tranche Number:] [ ] (iii) Date on which the Covered Bonds become fungible: [Not Applicable/The Covered Bonds shall be consolidated, form a single series and interchangeable for trading purposes with [ ] on [[ ]/[the Issue Date]/[exchange of Temporary Global Covered Bond for interests in in 3. Specified Currency or Currencies: (Condition 1.10) 4. Aggregate Principal Amount [of Covered Bonds admitted to trading]: the Permanent Global Covered Bonds, as referred to in paragraph [ ] below], which is expected to occur on or about [ ]]. 3. Specified Currency or Currencies: (Condition 1.10) [ ] 4. Aggregate Principal Amount [of Covered Bonds admitted to trading]: [ ] (i) [Series:] [ ] (ii) [Tranche:] [ ] 5. Issue Price: [ ] per cent. of the Aggregate Principal Amount [plus accrued interest from [insert date] (if applicable)] (i) Specified Denominations: (Condition 1.08 or 1.09) [[ ] [and integral multiples of [ ] in excess thereof up to and including [ ]] . No Covered Bonds in definitive form will be issued with a denomination above [ ].] (ii) Calculation Amount [ ] 7. (i) Trade Date [ ]

Appears in 1 contract

Sources: Dealership Agreement

CONTRACTUAL TERMS. [Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the Prospectus dated July 14September 21, 2016 2018 [and the supplemental Prospectus[es] supplements to it dated [date[ ]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of the Directive 2003/71/EC, as amended, amended including by Directive 2010/73/EU, EU and includes any relevant implementing measures in each Relevant a relevant Member State of the EEA (the “Prospectus Directive”)]. This document constitutes the Final Terms of the Covered Bonds described herein [for the purposes of Article 5.4 of the Prospectus Directive as implemented in the United Kingdom] Kingdom and must be read in conjunction with such the Prospectus. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus, together with these Final Terms Prospectus and all documents incorporated by reference therein, is therein are available for viewing at, and copies may be obtained from the registered office of the Issuer at 21st Floor, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange at ▇▇▇▇://http:/ /▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news▇▇▇▇▇▇▇▇/market▇▇▇▇/▇▇▇▇▇▇-news▇▇▇▇/market-news-home.html ▇▇▇▇▇▇- news-home.html under the name “Toronto-Dominion Bank” Royal Bank of Canada and the headline “Publication of Prospectus”. ” and copies may be obtained from the offices of the Issuer, 13th Floor, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, and the offices of the Issuing and Paying Agent, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇.] [Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the prospectus dated [original date] which are incorporated by reference in the Prospectus dated July 14September 21, 2016 [and the supplemental Prospectus[es] dated [date]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of the Directive 2003/71/EC, as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State (the “Prospectus Directive”)]2018. This document constitutes the Final Terms of the Covered Bonds described herein for the purposes of Article 5.4 of Directive 2003/71/EC, as amended including by Directive 2010/73/EU and includes any relevant implementing measures in a relevant Member State of the EEA (the “Prospectus Directive Directive”) as implemented in the United Kingdom and must be read in conjunction with such Prospectusthe Prospectus dated September 21, 2018, including the Conditions incorporated thereinby reference therein [and the supplements to it dated [ ]], which [together] constitute[s] a base prospectus (the “Prospectus”) for the purposes of the Prospectus Directive. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus, together with these Final Terms Prospectus and all documents incorporated by reference therein, is therein are available for viewing at, and copies may be obtained from the registered office offices of the Issuer at 21st Issuer, 13th Floor, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also be viewed on the website offices of the Regulatory News Service operated by the Issuing and Paying Agent, One Canada Square, London Stock Exchange at ▇▇▇▇://▇▇▇E14 5AL, England.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html under the name “Toronto-Dominion Bank” and the headline “Publication of Prospectus”.] (i) Issuer: The Toronto-Dominion Bank (the “Bank”) (ii) Branch: [Main Toronto Branch located at the Executive Offices at the address indicated at the back of the Prospectus]/[London Branch] (iii) Guarantor: TD Covered Bond Limited Partnership (Legislative) Guarantor 21. (i) [Series Number:] : [ ] (ii) [Tranche Number:] [ ] (iii) Date on which the Covered Bonds become fungible: [Not Applicable/The Covered Bonds shall be consolidated, form a single series and interchangeable for trading purposes with [ ] on [[ ]/[the Issue Date]/[exchange of Temporary Global Covered Bond for interests in the Permanent Global Covered Bonds, as referred to in paragraph [ ] below], which is expected to occur on or about [ ]]. 3. Specified Currency or Currencies: (Condition 1.10) [ ] 4. Aggregate Principal Amount [of Covered Bonds admitted to trading]: [ ] (i) [Series:] [ ]

Appears in 1 contract

Sources: Dealership Agreement

CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the Prospectus dated July 14September 17, 2016 2020 [and the supplemental Prospectus[es] dated [date]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of the Directive 2003/71/EC, Regulation (EU) 2017/1129 (as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State (the “Prospectus DirectiveRegulation”)]. This document constitutes the Final Terms of the Covered Bonds described herein [for the purposes of Article 5.4 8 of the Prospectus Directive as implemented in the United KingdomRegulation] and must be read in conjunction with such Prospectus. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the ProspectusProspectus in order to obtain all relevant information. The Prospectus, together with these Final Terms and all documents incorporated by reference therein, is available for viewing atat ▇▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇▇.▇▇/hsbc-in-canada/legislative-covered-bond-programme, and copies may be obtained from the registered office of the Issuer at 21st Floor▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, TD Bank Tower▇▇▇▇▇ ▇▇▇, Toronto-Dominion Centre▇▇▇▇▇▇▇▇▇, Toronto▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Ontario, M5K 1A2, Canada ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇Agent at ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html under the name [Toronto-Dominion Bank” HSBC Bank Canada”] and the headline “Publication of Prospectus”. [Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the prospectus dated [original date] which are incorporated by reference § Legend to be included on front of the Final Terms if the Covered Bonds: (a) are being sold into Singapore; and (b) do not constitute capital markets products other than prescribed capital markets products as defined under the CMP Regulations 2018. in the Prospectus dated July 14September 17, 2016 2020 [and the supplemental Prospectus[es] dated [date]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of the Directive 2003/71/EC, Regulation (EU) 2017/1129 (as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State (the “Prospectus DirectiveRegulation”)]. This document constitutes the Final Terms of the Covered Bonds described herein for the purposes of Article 5.4 8 of the Prospectus Directive as implemented in the United Kingdom Regulation and must be read in conjunction with such Prospectus, including the Conditions incorporated therein. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the Prospectus, in order to obtain all relevant information. The Prospectus, together with these Final Terms and all documents incorporated by reference therein, is available for viewing atat ▇▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇▇.▇▇/hsbc-in-canada/legislative-covered-bond-programme, and copies may be obtained from the registered office of the Issuer at 21st Floor▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, TD Bank Tower▇▇▇▇▇ ▇▇▇, Toronto-Dominion Centre▇▇▇▇▇▇▇▇▇, Toronto▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Ontario, M5K 1A2, Canada ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇Agent at ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html under the name [Toronto-Dominion Bank” HSBC Bank Canada”] and the headline “Publication of Prospectus”.] (i) Issuer: The Toronto-Dominion Bank (the “Bank”) (ii) Branch: [Main Toronto Branch located at the Executive Offices at the address indicated at the back of the Prospectus]/[London Branch] (iii) Guarantor: TD Covered Bond Limited Partnership (Legislative) Guarantor 2. (i) [Series Number:] [ ] (ii) [Tranche Number:] [ ] (iii) Date on which the Covered Bonds become fungible: [Not Applicable/The Covered Bonds shall be consolidated, form a single series and interchangeable for trading purposes with [ ] on [[ ]/[the Issue Date]/[exchange of Temporary Global Covered Bond for interests in the Permanent Global Covered Bonds, as referred to in paragraph [ ] below], which is expected to occur on or about [ ]]. 3. Specified Currency or Currencies: (Condition 1.10) [ ] 4. Aggregate Principal Amount [of Covered Bonds admitted to trading]: [ ] (i) [Series:] [ ]

Appears in 1 contract

Sources: Dealership Agreement

CONTRACTUAL TERMS. [Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the Prospectus dated July 1425, 2016 2013 [and the supplemental Prospectus[essupplements] to it dated [date[ ]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of the Directive 2003/71/EC, as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State (the “Prospectus Directive”)]. This document constitutes the Final Terms Pricing Supplement of the Covered Bonds described herein [for the purposes of Article 5.4 of the Prospectus Directive as implemented in the United Kingdom] and must be read in conjunction with such the Prospectus. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms this Pricing Supplement and the Prospectus. The Prospectus, together with these Final Terms Prospectus and all documents incorporated by reference therein, is therein are available for viewing at, and copies may be obtained from the registered office offices of the Issuer at 21st FloorIssuer, TD Royal Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2Plaza, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇M5J 2J5, and can also be viewed on the website offices of the Regulatory News Service operated by the Issuing and Paying Agent, One Canada Square, London Stock Exchange at ▇▇▇▇://▇▇▇E14 5AL, England.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html under the name “Toronto-Dominion Bank” and the headline “Publication of Prospectus”. ] [Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the prospectus dated [original date] which are incorporated by reference in the Prospectus dated July 1425, 2016 2013. This document constitutes the Pricing Supplement of the Covered Bonds described herein and must be read in conjunction with the Prospectus dated July 25, 2013 [and the supplemental Prospectus[es] supplements to it dated [date[ ]] ], which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of the Directive 2003/71/EC, as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State (the “Prospectus Directive”)]. This document constitutes the Final Terms of the Covered Bonds described herein for the purposes of Article 5.4 of the Prospectus Directive as implemented in the United Kingdom and must be read in conjunction with such Prospectus, including the Conditions incorporated therein. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms this Pricing Supplement and the Prospectus. The Prospectus, together with these Final Terms Prospectus and all documents incorporated by reference therein, is therein are available for viewing at, and copies may be obtained from the registered office offices of the Issuer at 21st FloorIssuer, TD Royal Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2Plaza, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇M5J 2J5, and can also be viewed on the website offices of the Regulatory News Service operated by Issuing and Paying Agent, One Canada Square, London E14 5AL, England.] 1. [Include whichever of the London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchangefollowing apply or specify as “Not Applicable” (N/news/marketA). Note that the numbering should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or sub-news/market-news-home.html under paragraphs. Italics denote guidance for completing the name “Toronto-Dominion Bank” and the headline “Publication of Prospectus”Pricing Supplement.] (i) IssuerSeries Number: The Toronto-Dominion Bank (the “Bank”)[ ] (ii) Branch: [Main Toronto Branch located at the Executive Offices at the address indicated at the back of the Prospectus]/[London Branch] (iii) Guarantor: TD Covered Bond Limited Partnership (Legislative) Guarantor 2. (i) [Series Number:] [ ] (ii) [Tranche Number:] : [ ] ] (iii) Date on which the Covered Bonds become fungible: [Not Applicable/] [The Covered Bonds shall be consolidated, consolidated and form a single series Series and be interchangeable for trading purposes with the [ ] on [ ] [[ ]/[the the Issue Date]/[exchange Date] [exchange of the Temporary Global Covered Bond for interests in the Permanent Global Covered BondsBond, as referred to in paragraph [ [20] below], below [which is expected to occur on or about [ ].]. 32. Specified Currency or Currencies: [ ] (Condition 1.10) [ ]) 43. Aggregate Principal Amount [of Covered Bonds admitted to trading]Amount: [ ] [(i) [)] Series:] : [ ]

Appears in 1 contract

Sources: Dealership Agreement (RBC Covered Bond Guarantor Limited Partnership)

CONTRACTUAL TERMS. Terms used herein shall be deemed Any person making or intending to be defined as such make an offer of the Covered Bonds may only do so in circumstances in which no obligation arises for the purposes Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Conditions (Prospectus Directive, in each case, in relation to such offer. Neither the “Conditions”) set forth Issuer, the Guarantor LP nor any Dealer has authorised, nor do they authorise, the making of any offer of Covered Bonds in any other circumstances. This document constitutes the Pricing Supplement of the Covered Bonds described herein. This document must be read in conjunction with the Prospectus dated July 14, 2016 [ ] [and the supplemental Prospectus[es] supplements to it dated [date[ ]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of the Directive 2003/71/EC, as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State (the “Prospectus Directive”)]. This document constitutes the Final Terms of the Covered Bonds described herein [for the purposes of Article 5.4 of the Prospectus Directive as implemented in the United Kingdom] and must be read in conjunction with such Prospectus. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms this Pricing Supplement and the Prospectus. The Prospectus, together with these Final Terms Prospectus and all documents incorporated by reference therein, is therein are available for viewing at, and copies may be obtained from the registered office offices of the Issuer at 21st Issuer, Royal Bank Plaza, 200 Bay Street, 8th Floor, TD Bank South Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2Canada M5J 2J5, Canada and at the office offices of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, and can also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html under the name “Toronto-Dominion Bank” and the headline “Publication of Prospectus”. [Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the prospectus dated [original date] [and the supplements to it dated [ ]] which are incorporated by reference in the Prospectus dated July 14, 2016 [and the supplemental Prospectus[es] dated [date]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of the Directive 2003/71/EC, as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State (the “Prospectus Directive”)]. This document constitutes the Final Terms of the Covered Bonds described herein for the purposes of Article 5.4 of the Prospectus Directive as implemented in the United Kingdom and must be read in conjunction with such Prospectus, including the Conditions incorporated therein. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus, together with these Final Terms and all documents incorporated by reference therein, is available for viewing at, and copies may be obtained from the registered office of the Issuer at 21st Floor, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html under the name “Toronto-Dominion Bank” and the headline “Publication of Prospectus”.] (i) Issuer: The Toronto-Dominion Bank (the “Bank”) (ii) Branch: [Main Toronto Branch located at the Executive Offices at the address indicated at the back of the Prospectus]/[London Branch] (iii) Guarantor: TD Covered Bond Limited Partnership (Legislative) Guarantor 21. (i) [Series Number:] [ ] (ii) [Tranche Number:] [ ] (iii) Date on which the Covered Bonds become fungible: [Not Applicable/The Covered Bonds shall be consolidated, form a single series and interchangeable for trading purposes with [ ] on [[ ]/[the Issue Date]/[exchange of Temporary Global Covered Bond for interests in the Permanent Global Covered Bonds, as referred to in paragraph [ ] below], which is expected to occur on or about [ ]]. 3. Specified Currency or Currencies: (Condition 1.10) [ ] 4. Aggregate Principal Amount [of Covered Bonds admitted to trading]: [ ] (i) [Series:] [ ]

Appears in 1 contract

Sources: Dealership Agreement (RBC Covered Bond Guarantor Limited Partnership)

CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the Prospectus dated 27 July 14, 2016 2018 [and the supplemental Prospectus[es] dated [date]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of the Directive 2003/71/EC, as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State (the “Prospectus Directive”)]. This document constitutes the Final Terms of the Covered Bonds described herein [for the purposes of Article 5.4 of the Prospectus Directive as implemented in the United Kingdom] and must be read in conjunction with such Prospectus. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus, together with these Final Terms and all documents incorporated by reference therein, is available for viewing at, and copies may be obtained from the registered office of the Issuer at 21st Floor, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html under the name “Toronto-Dominion Bank” and the headline “Publication of Prospectus”. [Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the prospectus dated [original date] which are incorporated by reference in the Prospectus dated 27 July 14, 2016 2018 [and the supplemental Prospectus[es] dated [date]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of the Directive 2003/71/EC, as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State (the “Prospectus Directive”)]. This document constitutes the Final Terms of the Covered Bonds described herein for the purposes of Article 5.4 of the Prospectus Directive as implemented in the United Kingdom and must be read in conjunction with such Prospectus, including the Conditions incorporated therein. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus, together with these Final Terms and all documents incorporated by reference therein, is available for viewing at, and copies may be obtained from the registered office of the Issuer at 21st Floor, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html under the name “Toronto-Dominion Bank” and the headline “Publication of Prospectus”.] (i) Issuer: The Toronto-Dominion Bank (the “Bank”) (ii) Branch: [Main Toronto Branch located at the Executive Offices at the address indicated at the back of the Prospectus]/[London Branch] (iii) Guarantor: TD Covered Bond Limited Partnership (Legislative) Guarantor 2. (i) [Series Number:] [ ] (ii) [Tranche Number:] [ ] (iii) Date on which the Covered Bonds become fungible: [Not Applicable/The Covered Bonds shall be consolidated, form a single series and interchangeable for trading purposes with [ ] on [[ ]/[the Issue Date]/[exchange of Temporary Global Covered Bond for interests in the Permanent Global Covered Bonds, as referred to in paragraph [ ] below], which is expected to occur on or about [ ]]. 3. Specified Currency or Currencies: (Condition 1.10) [ ] 4. Aggregate Principal Amount [of Covered Bonds admitted to trading]: [ ] (i) [Series:] [ ]

Appears in 1 contract

Sources: Dealership Agreement

CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the Prospectus dated July 14, 2016 18 June 2019 [and the supplemental Prospectus[esProspectus supplement[s] dated [date[ ]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of the Directive 2003/71/EC, as amendedamended or 1 Relevant Dealer(s) to consider whether it/they have received the necessary product classification from the Issuer prior to the launch of the offer, including by Directive 2010/73/EUpursuant to Section 309B of the SFA. superseded, and includes any relevant implementing measures in each a Relevant Member State (the “Prospectus Directive”)]. This document constitutes the Final Terms of the Covered Bonds described herein [for the purposes of Article 5.4 of the Prospectus Directive as implemented in the United KingdomDirective] and must be read in conjunction with such ProspectusProspectus [as so supplemented]. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the Prospectus. [The ProspectusProspectus [and the Prospectus supplement[s]]], together with these Final Terms and all documents incorporated by reference therein, is [is] [are] available for viewing at, and copies may be obtained from the registered office of the Issuer at 21st Floor, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also be viewed on the website of the Regulatory News Service operated by the London Luxembourg Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html under the name “Toronto-Dominion Bank” Canadian Imperial Bank of Commerce and the headline “Publication of Prospectus”. [Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the prospectus dated [original date] which are incorporated by reference in the Prospectus dated July 14, 2016 [and the supplemental Prospectus[es] dated [date]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of the Directive 2003/71/EC, as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State (the “Prospectus Directive”)]. This document constitutes the Final Terms of the Covered Bonds described herein for the purposes of Article 5.4 of the Prospectus Directive as implemented in the United Kingdom and must be read in conjunction with such Prospectus, including the Conditions incorporated therein. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus, together with these Final Terms and all documents incorporated by reference therein, is available for viewing at, Documents” and copies may be obtained from the registered office specified offices of the Issuer at 21st Floor, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html under the name “Toronto-Dominion Bank” and the headline “Publication of Prospectus”.] (i) Issuer: The Toronto-Dominion Bank (the “Bank”) (ii) Branch: [Main Toronto Branch located as set out at the Executive Offices at the address indicated at the back end of the Prospectus]/[London Branch] (iii) Guarantor: TD Covered Bond Limited Partnership (Legislative) Guarantor 2this Prospectus. (i) [Series Number:] [ ] (ii) [Tranche Number:] [ ] (iii) Date on which the Covered Bonds become fungible: [Not Applicable/The Applicable]/[The Covered Bonds shall be consolidated, form a single series and be interchangeable for trading purposes with [ ] on [[ ]/[the Issue Date]/[exchange of the Temporary Global Covered Bond for interests in the Permanent Global Covered Bonds, as referred to in paragraph [ ] below], which is expected to occur on or about [ ]]]. 3. Specified Currency or Currencies: (Condition 1.10) [ ] 4. Aggregate Principal Amount [of Covered Bonds admitted to trading]: [ ] (i) [Series:] [ ]

Appears in 1 contract

Sources: Dealership Agreement

CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the Prospectus dated July 14, 2016 2014 [and the supplemental Prospectus[es] dated [date]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of the Directive 2003/71/EC, EC as amended, including by Directive 2010/73/EUEU to the extent such amendments have been implemented in a Relevant Member State, and includes any relevant implementing measures measure in each Relevant Member State (the “Prospectus Directive”)]. This document constitutes the Final Terms of the Covered Bonds described herein [for the purposes of Article 5.4 of the Prospectus Directive as implemented in the United KingdomDirective] and must be read in conjunction with such ProspectusProspectus [as so supplemented]. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the ProspectusProspectus [as so supplemented]. The ProspectusProspectus [and the supplemental Prospectus[es]], together with these Final Terms and all documents incorporated by reference therein, is [is] [are] available for viewing at, and copies may be obtained from the registered office of the Issuer at 21st Floor, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html under the name “Toronto-Dominion Bank” and the headline “Publication of Prospectus”. [Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the prospectus dated [original date] which are incorporated by reference in the Prospectus dated July 14, 2016 [and the supplemental Prospectus[es] dated [date]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of the Directive 2003/71/EC, as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State (the “Prospectus Directive”)]. This document constitutes the Final Terms of the Covered Bonds described herein for the purposes of Article 5.4 of the Prospectus Directive as implemented in the United Kingdom and must be read in conjunction with such Prospectus, including the Conditions incorporated therein. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus, together with these Final Terms and all documents incorporated by reference therein, is available for viewing at, and copies may be obtained from the registered office of the Issuer at 21st Floor, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html under the name “Toronto-Toronto- Dominion Bank” and the headline “Publication of Prospectus”.] (i) Issuer: The Toronto-Dominion Bank (the “Bank”) (ii) Branch: [Main Toronto Branch located at the Executive Offices at the address indicated at the back of the Prospectus]/[London Branch] ] (iiiii) Guarantor: TD Covered Bond Limited Partnership (Legislative) GuarantorGuarantor Limited Partnership 2. (i) [Series Number:] [ ] ] (ii) [Tranche Number:] [ ] ] (iii) Date on which the Covered Bonds become fungible: 3. Specified Currency or Currencies: (Condition 1.10) 4. Aggregate Principal Amount [of Covered Bonds admitted to trading: [Not Applicable/The Covered Bonds shall be consolidated, form a single series and interchangeable for trading purposes with [ ] on [[ ]/[the Issue Date]/[exchange of Temporary Global Covered Bond for interests in the Permanent Global Covered Bonds, as referred to in paragraph [ ] below], which is expected to occur on or about [ ]]. 3. Specified Currency or Currencies: (Condition 1.10) [ ] [ ] 4. Aggregate Principal Amount [of Covered Bonds admitted to trading]: [ ] (i) [Series:] [ ] (ii) [Tranche:] [ ] 5. Issue Price: [ ]% of the Aggregate Principal Amount [plus accrued interest from [insert date] (if applicable)] (i) Specified Denominations: (Condition 1.08 or 1.09) [[ ] [and integral multiples of [ ] in excess thereof up to and including [ ]. No Covered Bonds in definitive form will be issued with a denomination above [ ].] (ii) Calculation Amount [ ] (i) Issue Date: [ ] (ii) Interest Commencement Date: [ ]/[Issue Date]/[Not Applicable]

Appears in 1 contract

Sources: Dealership Agreement

CONTRACTUAL TERMS. [Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the Base Prospectus dated July 14, 2016 19 September 2022 [and the supplemental Prospectus[essupplement[s] to the Base Prospectus dated [date]] 19 September 2022 which [together] constitute[s] [a base prospectus (the “Base Prospectus”) for the purposes of the Directive 2003/71/EC, [Regulation (EU) 2017/1129 (as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State (the “Prospectus Directive”)Regulation”)]/[the Prospectus Regulation]]. This document constitutes the Final Terms of the Covered Bonds described herein [for the purposes of Article 5.4 8 of the Prospectus Directive as implemented in the United KingdomRegulation] and must be read in conjunction with such Prospectus. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the ProspectusBase Prospectus in order to obtain all relevant information. The Base Prospectus, together with these Final Terms and all documents incorporated by reference therein, is available for viewing atat ▇▇▇▇▇://▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/covered-bonds-terms-of-access, and copies may be obtained from the registered office of the Issuer at 21st Floor, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and at the office of the Issuing and Paying Agent, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇The Bank of New York Mellon, London Branch, One Canada Square, London E14 5AL, United Kingdom, and can also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange Euronext Dublin available at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html under the name “Toronto-Dominion Bank” and the headline “Publication of Prospectus”. ] [Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the prospectus dated [original date26 August 2021] which are incorporated by reference in the Base Prospectus dated July 14, 2016 19 September 2022 [and the supplemental Prospectus[essupplement[s] dated to the Base Prospectus [datedated][date]] which [together] constitute[s] [a base prospectus (the “Base Prospectus”) for the purposes of the Directive 2003/71/EC, [Regulation (EU) 2017/1129 (as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State (the “Prospectus Directive”)Regulation”)]/[the Prospectus Regulation]. This document constitutes the Final Terms of the Covered Bonds described herein for the purposes of Article 5.4 8 of the Prospectus Directive as implemented in the United Kingdom Regulation and must be read in conjunction with such ProspectusBase Prospectus in order to obtain all relevant information, including save in respect of the Conditions incorporated therein. Full information on which are set forth in the Issuer prospectus dated [26 August 2021] [and the offer of supplement[s] to it dated [ ]] and are incorporated by reference in the Covered Bonds is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus, together with these Final Terms and all documents incorporated by reference therein, is available for viewing atat ▇▇▇▇▇://▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/covered-bonds-terms-of- access, and copies may be obtained from the registered office of the Issuer at 21st Floor, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and at the office of the Issuing and Paying Agent, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇The Bank of New York Mellon, London Branch, One Canada Square, London E14 5AL, United Kingdom, and can also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange Euronext Dublin available at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html under the name “Toronto-Dominion Bank” and the headline “Publication of Prospectus”.]] (i) Issuer: The Toronto-Dominion Bank (the “Equitable Bank”) (ii) Branch: [Main Toronto Branch located at the Executive Offices at the address indicated at the back of the Prospectus]/[London Branch] (iii) Guarantor: TD EQB Covered Bond Limited Partnership (Legislative) Guarantor 2. (i) [Series Number:] [ ] (ii) [Tranche Number:] [ ] (iii) Date on which the Covered Bonds become fungible: [Not Applicable/The Covered Bonds shall be consolidated, form a single series and interchangeable for trading purposes with [ ] on [[ ]/[the Issue Date]/[exchange of Temporary Global Covered Bond for interests in the Permanent Global Covered Bonds, as referred to in paragraph [ ] below], which is expected to occur on or about [ ]]. 3. Specified Currency or Currencies: (Condition 1.10) [ ] 4. Aggregate Principal Amount [of Covered Bonds admitted to trading]: [ ] (i) [Series:] [ ]Guarantor Limited Partnership

Appears in 1 contract

Sources: Dealership Agreement

CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth under “Terms and Conditions of the Notes” in the Base Prospectus dated July 14September 28, 2016 2006 [and the supplemental Prospectus[esSupplementary Prospectus dated l ] dated [date]] (1) which [together] ], excluding all information incorporated by reference other than the Reports and any information included in any Supplementary Prospectus constitute[s] [a base prospectus (the “Prospectus”) for the purposes of the Prospectus Directive (Directive 2003/71/EC, as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State ) (the “Prospectus Directive”)]. This document constitutes the Final Terms of the Covered Bonds Notes described herein [for the purposes of Article 5.4 of the Prospectus Directive as implemented in the United Kingdom] and must be read in conjunction with such ProspectusBase Prospectus [as so supplemented], including all documents incorporated by reference therein. Full information on the Issuer and the offer of the Covered Bonds Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus [and] [the Supplementary Prospectus, together with these Final Terms and all documents incorporated by reference therein, is ] [is] [are] available for viewing at, and copies may be obtained from the registered principal office in London, England of the Issuer at 21st Floor, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, CitibankJPMorgan Chase Bank, N.A., acting through its London Branchthe issuing and principal paying agent for the Notes, Citigroup Centre 2, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, at T▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Street, London E1W 1YT and can also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange at ▇▇▇▇://▇w▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html .(2) The following alternative language applies if the first Tranche of an issue which is being increased was issued under the name “Toronto-Dominion Bank” and the headline “Publication of Prospectus”an Offering Circular/ Base Prospectus with an earlier date. [Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth under “Terms and Conditions of the Notes” in the prospectus Base Prospectus dated September 28, 2006 [original dateand the Supplementary Prospectus dated l ] (1) which are [together], excluding all information incorporated by reference other than the Reports and any information contained in the Prospectus dated July 14any Supplementary Prospectus, 2016 [and the supplemental Prospectus[es] dated [date]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of the Prospectus Directive, (Directive 2003/71/EC, as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State ) (the “Prospectus Directive”)) (3) save in respect of the Conditions which are extracted from the [Offering Circular] [Base Prospectus] dated [ l ] [and the Supplementary [Offering Circular[s]] [Base Prospectus[s]] dated l ] (1) and are attached hereto. This document constitutes the Final Terms of the Covered Bonds Notes described herein for the purposes of Article 5.4 of the Prospectus Directive as implemented in the United Kingdom and must be read in conjunction with such Prospectusthe Base Prospectus dated September 28, including the Conditions incorporated therein2006 [as so supplemented] (1). Full information on the Issuer and the offer of the Covered Bonds Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus dated September 28, 2006 [and the [Offering Circular] [Base Prospectus] [and] [Supplementary Offering Circular[s]] [Supplementary Prospectus] dated l ] (1). The [Offering Circular] [and] [Base Prospectus, together with these Final Terms ] [and all documents incorporated by reference therein, is [Supplementary Offering Circular[s]] [the Supplementary Prospectus][es]] are available for viewing at, and copies may be obtained from the registered principal office in London, England of the Issuer at 21st Floor, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, CitibankJPMorgan Chase Bank, N.A., acting through its London Branchthe issuing and principal paying agent for the Notes, Citigroup Centre 2, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, at T▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Street, London E1W 1YT and can also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange at ▇▇▇▇://▇w▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market.(2) [Include whichever of the following apply or specify as “Not Applicable”. Note that the numbering should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or sub-news/market-news-home.html under paragraphs. Italics denote guidance for completing the name Final Terms.] [When completing any Final Terms, or adding any other final terms or information, consideration should be given as to whether such terms or information constitute Toronto-Dominion Banksignificant new factors” and consequently trigger the headline “Publication need for a supplement to the Base Prospectus under Article 16 of Prospectus”the Prospectus Directive.] (i) Issuer: The Toronto-Dominion Bank (the “Bank”) (ii) Branch: [Main Toronto Branch located at the Executive Offices at the address indicated at the back of the Prospectus]/[London Branch] (iii) Guarantor: TD Covered Bond Limited Partnership (Legislative) Guarantor 2. (i) [Series Number:] [ ] (ii) [Tranche Number:] [ ] (iii) Date on which the Covered Bonds become fungible: [Not Applicable/The Covered Bonds shall be consolidated, form a single series and interchangeable for trading purposes with [ ] on [[ ]/[the Issue Date]/[exchange of Temporary Global Covered Bond for interests in the Permanent Global Covered Bonds, as referred to in paragraph [ ] below], which is expected to occur on or about [ ]]. 3. Specified Currency or Currencies: (Condition 1.10) [ ] 4. Aggregate Principal Amount [of Covered Bonds admitted to trading]: [ ] (i) [Series:] [ ]

Appears in 1 contract

Sources: Agency Agreement (Toyota Motor Credit Corp)

CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the Terms and Conditions) set forth in the Prospectus dated July 14, 2016 [⚫] 2021 [and the supplemental Prospectus[essupplement[s] to it dated [⚫] [and [date]] which [together] constitute[s] [a base prospectus (the Prospectus) for the purposes of the Directive 2003/71/EC, as amended, including by Directive 2010/73/Regulation (EU, and includes any relevant implementing measures in each Relevant Member State ) 2017/1129 (the Prospectus Directive”)]. Regulation) and UK Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the EUWA) (the UK Prospectus Regulation) This document constitutes the Final Terms of the Covered Bonds described herein [for the purposes of Article 5.4 of the Prospectus Directive as implemented in Regulation and the United Kingdom] UK Prospectus Regulation and must be read in conjunction with such Prospectus. Full information on the Issuer Issuer, the LLP and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the ProspectusProspectus [and the supplemental Prospectus dated [date]]. The Prospectus, together with these Final Terms Prospectus is published on the website of the London Stock Exchange and all documents incorporated by reference therein, is available for viewing atat ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, and copies may be obtained from the registered office of the Issuer at 21st Floor, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Edinburgh EH2 4LH and the Issuer's website (▇▇▇.▇▇▇.▇▇.▇▇/▇▇▇▇▇▇▇▇▇/▇▇▇▇-▇▇▇▇▇▇▇▇▇), and copies may be obtained during normal business hours from TSB Bank plc, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, and can also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html under the name “Toronto-Dominion Bank” and the headline “Publication of Prospectus”Edinburgh EH2 4LH. [Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the Terms and Conditions) set forth in the prospectus dated [original date] which are incorporated by reference in into the Prospectus dated July 14, 2016 [⚫] 2021 [and the supplemental Prospectus[essupplement[s] to it dated [⚫] [and [date]] which [together] constitute[s] [a base prospectus (the Prospectus) for the purposes of the Directive 2003/71/EC, as amended, including by Directive 2010/73/Regulation (EU, and includes any relevant implementing measures in each Relevant Member State ) 2017/1129 (the Prospectus Directive”)]. This Regulation) and UK Prospectus Regulation (Regulation (EU) 2017/1129) as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA) (the UK Prospectus Regulation).This document constitutes the Final Terms of the Covered Bonds described herein for the purposes of Article 5.4 of the Prospectus Directive as implemented in Regulation and the United Kingdom UK Prospectus Regulation and must be read in conjunction with such the Prospectus, including the Conditions incorporated therein. Full information on the Issuer Issuer, the LLP and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the ProspectusProspectus dated [current date] [and the supplemental Prospectus dated [date]]. The Prospectus, together with these Final Prospectus and the Terms and all documents incorporated by reference therein, is Conditions are published on the website of the London Stock Exchange and are available for viewing atat ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, and copies may be obtained from the registered office of the Issuer at 21st Floor, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Edinburgh EH2 4LH and the Issuer's website (▇▇.▇▇▇.▇▇.▇▇/▇▇▇▇▇▇▇▇▇/▇▇▇▇-▇▇▇▇▇▇▇▇▇), and copies may be obtained during normal business hours from TSB Bank plc, ▇▇▇▇▇ ▇▇▇▇▇▇ House, 120 ▇▇▇▇▇▇ ▇▇▇ ▇▇▇Street, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html under the name “Toronto-Dominion Bank” and the headline “Publication of Prospectus”Edinburgh EH2 4LH.] (i) Issuer: The Toronto-Dominion Bank (the “Bank”) (ii) Branch: [Main Toronto Branch located at the Executive Offices at the address indicated at the back of the Prospectus]/[London Branch] (iii) Guarantor: TD Covered Bond Limited Partnership (Legislative) Guarantor 2. (i) [Series Number:] [ ] (ii) [Tranche Number:] [ ] (iii) Date on which the Covered Bonds become fungible: [Not Applicable/The Covered Bonds shall be consolidated, form a single series and interchangeable for trading purposes with [ ] on [[ ]/[the Issue Date]/[exchange of Temporary Global Covered Bond for interests in the Permanent Global Covered Bonds, as referred to in paragraph [ ] below], which is expected to occur on or about [ ]]. 3. Specified Currency or Currencies: (Condition 1.10) [ ] 4. Aggregate Principal Amount [of Covered Bonds admitted to trading]: [ ] (i) [Series:] [ ]

Appears in 1 contract

Sources: Agency Agreement

CONTRACTUAL TERMS. [Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the Base Prospectus dated July 1422 August 2013 which[, 2016 [and as supplemented by the supplemental Prospectus[es] supplement to the Base Prospectus dated [date]] which [together(the ‘‘Supplement’’),] constitute[s] [constitutes a base prospectus (the “Prospectus”) for the purposes of the Directive 2003/71/EC, as amendedEC (and amendments thereto, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State ) (the ‘‘Prospectus Directive’’)]. This document constitutes the Final Terms of the Covered Bonds Notes described herein [for the purposes of Article 5.4 of the Prospectus Directive as implemented in the United Kingdom] and must be read in conjunction with such the Base Prospectus, as so supplemented. Full information on the Issuer Issuer, the Guarantors and the offer of the Covered Bonds Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus, as so supplemented. The Prospectus, together with these Final Terms Base Prospectus [is/and all documents incorporated by reference therein, is the Supplement are] available for viewing at, and copies may be obtained from the registered office of the Issuer at 21st Floor, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange (at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news▇▇▇▇▇▇▇▇/market▇▇▇▇/▇▇▇▇▇▇-news▇▇▇▇/market▇▇▇▇▇▇-news▇▇▇▇-home.html under ▇▇▇▇.▇▇▇▇) and copies may be obtained during normal business hours at the name “Toronto-Dominion Bank” specified offices of the [Paying Agents for the time being in Luxembourg, The Netherlands and the headline “Publication of Prospectus”. Germany/Domiciliary Agent].] [Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the ‘‘Conditions’’) set forth contained in the prospectus Agency Agreement dated [original date] which are and set forth in the Base Prospectus dated [original date] and incorporated by reference in into the Base Prospectus dated July 14, 2016 [22 August 2013 and the supplemental Prospectus[es] dated [date]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of the Directive 2003/71/EC, as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State (the “Prospectus Directive”)]are attached hereto. This document constitutes the Final Terms of the Covered Bonds Notes described herein for the purposes of Article 5.4 of Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU) (the ‘‘Prospectus Directive as implemented in the United Kingdom Directive’’) and must be read in conjunction with such Prospectusthe Base Prospectus dated 22 August 2013 [and the supplement to the Base Prospectus dated [date]] (the ‘‘Supplement’’), including which [together] constitute[s] a base prospectus for the Conditions incorporated thereinpurposes of the Prospectus Directive. Full information on the Issuer Issuer, the Guarantors and the offer of the Covered Bonds Notes is only available on the basis of the combination of these Final Terms and the ProspectusBase Prospectus dated 22 August 2013 [(as so supplemented)]. The Prospectus, together with these Final Terms Copies of the Base Prospectus [and all documents incorporated by reference therein, is the Supplement] are available for viewing at, and copies may be obtained from the registered office of the Issuer at 21st Floor, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange (at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news▇▇▇▇▇▇▇▇/market▇▇▇▇/▇▇▇▇▇▇-news▇▇▇▇/market▇▇▇▇▇▇-news▇▇▇▇-home.html under ▇▇▇▇.▇▇▇▇) and copies may be obtained during normal business hours at the name “Toronto-Dominion Bank” specified offices of the [Paying Agents for the time being in Luxembourg, The Netherlands and the headline “Publication of Prospectus”Germany/Domiciliary Agent].] 1 (ia) Issuer: The Toronto-Dominion Bank (the “Bank”) (ii) Branch: [Main Toronto Branch located at the Executive Offices at the address indicated at the back of the Prospectus]/[London BranchBrandbrew S.A.] (iii) Guarantor: TD Covered Bond Limited Partnership (Legislative) Guarantor 2. (i) [Series Number:] [ ] (ii) [Tranche Number:] [ ] (iii) Date on which the Covered Bonds become fungible: [Not ApplicableAnheuser-▇▇▇▇▇ InBev SA/The Covered Bonds shall be consolidated, form a single series and interchangeable for trading purposes with [ ] on [[ NV]/[the Issue Date]/[exchange of Temporary Global Covered Bond for interests in the Permanent Global Covered Bonds, as referred to in paragraph [ ] below], which is expected to occur on or about [ ]]. 3. Specified Currency or Currencies: (Condition 1.10) [ ] 4. Aggregate Principal Amount [of Covered Bonds admitted to trading]: [ ] (i) [Series:] [ ]

Appears in 1 contract

Sources: Euro Medium Term Note Programme

CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the Prospectus dated 5 July 14, 2016 2019 [and the supplemental Prospectus[es] dated [date]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of the [Directive 2003/71/EC, as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State amended or superseded (the “Prospectus Directive”)) / the Prospectus Directive]]. This document constitutes the Final Terms of the Covered Bonds described herein [for the purposes of Article 5.4 of the Prospectus Directive as implemented in the United Kingdom] and must be read in conjunction with such Prospectus. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus, together with these Final Terms and all documents incorporated by reference therein, is available for viewing at, and copies may be obtained from the registered office of the Issuer at 21st Floor, TD Bank Tower, Toronto-Toronto- Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html under the name “Toronto-Dominion Bank” and the headline “Publication of Prospectus”. [Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the prospectus dated [original date] which are incorporated by reference in the Prospectus dated 5 July 142019 1 Relevant Dealer(s) to consider whether it/they have received the necessary product classification from the Issuer prior to the launch of the offer, 2016 pursuant to Section 309B of the SFA. [and the supplemental Prospectus[es] dated [date]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of the [Directive 2003/71/EC, as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State amended or superseded (the “Prospectus Directive”)) / Prospectus Directive]. This document constitutes the Final Terms of the Covered Bonds described herein for the purposes of Article 5.4 of the Prospectus Directive as implemented in the United Kingdom and must be read in conjunction with such Prospectus, including the Conditions incorporated therein. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus, together with these Final Terms and all documents incorporated by reference therein, is available for viewing at, and copies may be obtained from the registered office of the Issuer at 21st Floor, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news-news- home.html under the name “Toronto-Dominion Bank” and the headline “Publication of Prospectus”.] (i) Issuer: The Toronto-Dominion Bank (the “Bank”) (ii) Branch: [Main Toronto Branch located at the Executive Offices at the address indicated at the back of the Prospectus]/[London Branch] ] (iii) Guarantor: TD Covered Bond Limited Partnership (Legislative) GuarantorGuarantor Limited Partnership 2. (i) [Series Number:] [ ] ] (ii) [Tranche Number:] [ ] ] (iii) Date on which the Covered Bonds become fungible: [Not Applicable/The Covered Bonds shall be consolidated, form a single series and interchangeable for trading purposes with [ ] on [[ ]/[the Issue Date]/[exchange of Temporary Global Covered Bond for interests in the Permanent Global Covered Bonds, as referred to in paragraph [ ] below], which is expected to occur on or about [ ]]. 3. Specified Currency or Currencies: (Condition 1.10) [ ] 4. Aggregate Principal Amount [of Covered Bonds admitted to trading]: [ ] ] (i) [Series:] [ ] (ii) [Tranche:] [ ] 5. Issue Price: [ ] per cent. of the Aggregate Principal (i) Specified Denominations: (Condition 1.08 or 1.09) Amount [plus accrued interest from [insert date] (if applicable)] [[ ] [and integral multiples of [ ] in excess thereof up to and including [ ]]. No Covered Bonds in definitive form will be issued with a denomination above [ ].] (ii) Calculation Amount [ ] (i) Issue Date: [ ] (ii) Interest Commencement Date: [ ]/[Issue Date]/[Not Applicable] (i) Final Maturity Date: [ ]/[Interest Payment Date falling in or nearest to [ ]] (ii) Extended Due for Payment Date of Guaranteed Amounts corresponding to the Final Redemption Amount under the Covered Bond Guarantee: [ ]/[Interest Payment Date falling in or nearest to [ ]]

Appears in 1 contract

Sources: Dealership Agreement

CONTRACTUAL TERMS. [Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the Prospectus dated July 14December 16, 2016 2022 [and the supplemental Prospectus[es] dated [date]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of [Regulation (EU) 2017/1129 (as amended) as it forms part of UK domestic law by virtue of the Directive 2003/71/EC[European Union (Withdrawal) Act 2018, as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State EUWA] (the “UK Prospectus Directive”)Regulation”)]/[the UK Prospectus Regulation]]. This document constitutes the Final Terms of the Covered Bonds described herein [for the purposes of Article 5.4 8 of the UK Prospectus Directive as implemented in the United KingdomRegulation] and must be read in conjunction with such Prospectus. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the ProspectusProspectus in order to obtain all relevant information. The Prospectus, together with these Final Terms and all documents incorporated by reference therein, is available for viewing atat ▇▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇▇.▇▇/hsbc-in- canada/legislative-covered-bond-programme, and copies may be obtained from the registered office of the Issuer at 21st Floor▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, TD Bank Tower▇▇▇▇▇ ▇▇▇, Toronto-Dominion Centre▇▇▇▇▇▇▇▇▇, Toronto▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Ontario, M5K 1A2, Canada ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇Agent at ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇, and can also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market- news-home.html under the name [“HSBC Bank Canada”] and the headline “Publication of Prospectus”. [Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the prospectus dated [original date] which are incorporated by reference in the Prospectus dated December 16, 2022 [and the supplemental Prospectus[es] dated [date]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of [[Regulation (EU) 2017/1129 (as amended) as it forms part of UK domestic law by virtue of the [European Union (Withdrawal) Act 2018, as amended/EUWA] (the “UK Prospectus Regulation”)]/[the UK Prospectus Regulation]]. This document constitutes the Final Terms of the Covered Bonds described herein for the purposes of Article 8 of the UK Prospectus Regulation and must be read in conjunction with such Prospectus in order to obtain all relevant information. The Prospectus, together with these Final Terms and all documents incorporated by reference therein, is available for viewing at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇▇.▇▇/hsbc-in-canada/legislative-covered- bond-programme, and copies may be obtained from the registered office of the Issuer at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇ and at the office of the Issuing and Paying Agent at ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇, and can also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html under the name [Toronto-Dominion Bank” and the headline “Publication of ProspectusHSBC Bank Canada. [Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the prospectus dated [original date] which are incorporated by reference in the Prospectus dated July 14, 2016 [and the supplemental Prospectus[es] dated [date]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of the Directive 2003/71/EC, as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State (the “Prospectus Directive”)]. This document constitutes the Final Terms of the Covered Bonds described herein for the purposes of Article 5.4 of the Prospectus Directive as implemented in the United Kingdom and must be read in conjunction with such Prospectus, including the Conditions incorporated therein. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus, together with these Final Terms and all documents incorporated by reference therein, is available for viewing at, and copies may be obtained from the registered office of the Issuer at 21st Floor, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html under the name “Toronto-Dominion Bank” and the headline “Publication of Prospectus”.] (i) Issuer: The Toronto-Dominion Bank (the “Bank”) (ii) Branch: [Main Toronto Branch located at the Executive Offices at the address indicated at the back of the Prospectus]/[London Branch] (iii) Guarantor: TD Covered Bond Limited Partnership (Legislative) Guarantor 2. (i) [Series Number:] [ ] (ii) [Tranche Number:] [ ] (iii) Date on which the Covered Bonds become fungible: [Not Applicable/The Covered Bonds shall be consolidated, form a single series and interchangeable for trading purposes with [ ] on [[ ]/[the Issue Date]/[exchange of Temporary Global Covered Bond for interests in the Permanent Global Covered Bonds, as referred to in paragraph [ ] below], which is expected to occur on or about [ ]]. 3. Specified Currency or Currencies: (Condition 1.10) [ ] 4. Aggregate Principal Amount [of Covered Bonds admitted to trading]: [ ] (i) [Series:] [ ]

Appears in 1 contract

Sources: Dealership Agreement

CONTRACTUAL TERMS. [Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the Prospectus dated July 14, 2016 [ ] [and the supplemental Prospectus[es] supplements to it dated [date[ ]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of the Directive 2003/71/EC, as amended, amended including by Directive 2010/73/EU, EU and includes any relevant implementing measures in each Relevant a relevant Member State of the EEA (the “Prospectus Directive”)]. This document constitutes the Final Terms of the Covered Bonds described herein [for the purposes of Article 5.4 of the Prospectus Directive as implemented in the United Kingdom] Kingdom and must be read in conjunction with such the Prospectus. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus, together with these Final Terms Prospectus and all documents incorporated by reference therein, is therein are available for viewing at, and copies may be obtained from the registered office of the Issuer at 21st Floor, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange at ▇▇▇▇://http:/ /▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news▇▇▇▇▇▇▇▇/market▇▇▇▇/▇▇▇▇▇▇-news▇▇▇▇/market▇▇▇▇▇▇-news▇▇▇▇-home.html ▇▇▇▇.▇▇▇▇ under the name “Toronto-Dominion Bank” Royal Bank of Canada and the headline “Publication of Prospectus”. ” and copies may be obtained from the offices of the Issuer, Royal Bank Plaza, 200 Bay Street, 8th Floor, South Tower, Toronto, Ontario, Canada M5J 2J5, and the offices of the Issuing and Paying Agent, One Canada Square, London E14 5AL, England.] [Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the prospectus dated [original date] which are incorporated by reference in the Prospectus dated July 14[●], 2016 [and the supplemental Prospectus[es] dated [date]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of the Directive 2003/71/EC, as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State (the “Prospectus Directive”)]2016. This document constitutes the Final Terms of the Covered Bonds described herein for the purposes of Article 5.4 of Directive 2003/71/EC, as amended including by Directive 2010/73/EU and includes any relevant implementing measures in a relevant Member State of the EEA (the “Prospectus Directive Directive”) as implemented in the United Kingdom and must be read in conjunction with such Prospectusthe Prospectus dated [●], 2016, including the Conditions incorporated thereinby reference therein [and the supplements to it dated [ ]], which [together] constitute[s] a base prospectus (the “Prospectus”) for the purposes of the Prospectus Directive. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus, together with these Final Terms Prospectus and all documents incorporated by reference therein, is therein are available for viewing at, and copies may be obtained from the registered office offices of the Issuer at 21st Issuer, Royal Bank Plaza, 200 Bay Street, 8th Floor, TD Bank South Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2Canada M5J 2J5, Canada and at the office offices of the Issuing and Paying Agent, CitibankOne Canada Square, N.A.London E14 5AL, acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html under the name “Toronto-Dominion Bank” and the headline “Publication of Prospectus”England.] (i) Issuer: The Toronto-Dominion Bank (the “Bank”) (ii) Branch: [Main Toronto Branch located at the Executive Offices at the address indicated at the back of the Prospectus]/[London Branch] (iii) Guarantor: TD Covered Bond Limited Partnership (Legislative) Guarantor 21. (i) [Series Number:] [ ] (ii) [Tranche Number:] [ ] (iii) Date on which the Covered Bonds become fungible: [Not Applicable/The Covered Bonds shall be consolidated, form a single series and interchangeable for trading purposes with [ ] on [[ ]/[the Issue Date]/[exchange of Temporary Global Covered Bond for interests in the Permanent Global Covered Bonds, as referred to in paragraph [ ] below], which is expected to occur on or about [ ]]. 3. Specified Currency or Currencies: (Condition 1.10) [ ] 4. Aggregate Principal Amount [of Covered Bonds admitted to trading]: [ ] (i) [Series:] [ ]

Appears in 1 contract

Sources: Dealership Agreement (RBC Covered Bond Guarantor Limited Partnership)

CONTRACTUAL TERMS. [Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the Prospectus base prospectus dated July 14, 2016 2 August 2022 [and the supplemental Prospectus[essupplement[s] thereto dated [date[ ]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of the Directive 2003/71/ECEU Prospectus Regulation ([together, as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State (]the “Prospectus Directive”"Base Prospectus")]. This document constitutes the applicable Final Terms of the Covered Bonds Certificates described herein [for the purposes of Article 5.4 of the EU Prospectus Directive as implemented in the United Kingdom] Regulation and must be read in conjunction with such the Base Prospectus. Full information on the Issuer Trustee, Majid Al Futtaim Properties LLC and Majid Al Futtaim Holding LLC and the offer of the Covered Bonds Certificates is only available on the basis of the a combination of these applicable Final Terms and the Base Prospectus. The Prospectus, together with these Final Terms and all documents incorporated by reference therein, Base Prospectus is available for viewing atin accordance with Article 21 of the EU Prospectus Regulation on Euronext Dublin's website at ▇▇▇▇▇://▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/en/product/bonds-detail/6788/documents, the website of Nasdaq Dubai at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/listing/listed-securities and during normal business hours at the registered office of the Trustee at ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ Town, Grand Cayman KY1-1102, Cayman Islands and copies may be obtained from the registered office of the Issuer Principal Paying Agent at 21st Floor, TD Bank Tower, Toronto-Dominion [Citigroup Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇Square, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇].] [Terms used herein shall be deemed to be defined as such for the purposes of, and can also shall be viewed read in conjunction with [the 2015 Conditions (the "2015 Conditions") contained in the Agency Agreement dated 8 October 2015 and set forth in the base prospectus dated 8 October 2015]/[the 2019 Conditions (the "2019 Conditions") contained in the Agency Agreement dated 12 June 2018 and set forth in the base prospectus dated 8 April 2019]/[the 2021 Conditions (the "2021 Conditions") contained in the Agency Agreement dated 26 August 2021 and set forth on the base prospectus dated 26 August 2021] which are incorporated by reference into the base prospectus dated 2 August 2022 (the "Base Prospectus"). This document constitutes the applicable Final Terms of the Certificates described herein for the purposes of the EU Prospectus Regulation and must be read in conjunction with the [2015]/[2019]/[2021] Conditions, the Base Prospectus [and the supplement[s] thereto dated [ ]] which [together] constitute[s] a base prospectus for the purposes of the EU Prospectus Regulation. Full information on the Trustee, Majid Al Futtaim Properties, the Guarantor and the offer of the Certificates is only available on the basis of the combination of these Final Terms, the [2015]/[2019]/[2021] Conditions [and] the Base Prospectus [and the supplement[s] thereto dated [ ]]. The [2015]/[2019]/[2021] Conditions [and] the Base Prospectus [and the supplement[s] thereto dated [ ]] are available for viewing in accordance with Article 21 of the EU Prospectus Regulation on Euronext Dublin's website at ▇▇▇▇▇://▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/en/product/bonds- detail/6788/documents, the website of the Regulatory News Service operated by the London Stock Exchange Nasdaq Dubai at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/listing/listed-securities and during normal business hours at the registered office of the Trustee at ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇.▇▇ ▇▇▇/exchange/news/market▇▇, ▇▇▇▇▇▇ Town, Grand Cayman KY1-news/market-news-home.html under the name “Toronto-Dominion Bank” and the headline “Publication of Prospectus”. [Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the prospectus dated [original date] which are incorporated by reference in the Prospectus dated July 141102, 2016 [and the supplemental Prospectus[es] dated [date]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of the Directive 2003/71/EC, as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State (the “Prospectus Directive”)]. This document constitutes the Final Terms of the Covered Bonds described herein for the purposes of Article 5.4 of the Prospectus Directive as implemented in the United Kingdom and must be read in conjunction with such Prospectus, including the Conditions incorporated therein. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus, together with these Final Terms and all documents incorporated by reference therein, is available for viewing at, Cayman Islands and copies may be obtained from the registered office of the Issuer Principal Paying Agent at 21st Floor, TD Bank Tower, Toronto-Dominion [Citigroup Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇Square, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also ].] [All references to the EU Prospectus Regulation should be viewed on the website of the Regulatory News Service operated by the London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html under the name “Toronto-Dominion Bank” and the headline “Publication of Prospectus”removed if an issuance is not EU Prospectus Regulation compliant.] (ia) IssuerIssuer and Trustee: The Toronto-Dominion Bank MAF Sukuk Ltd. (the “Bank”b) Issuer and Trustee Legal Entity Identifier Number (LEI): 549300IS9H0W5N2N4K34 (a) Services Agent: Majid Al Futtaim Properties LLC ("Majid Al Futtaim Properties") (LEI: 5493007MCMJ6038QQR32) (b) Guarantor: Majid Al Futtaim Holding LLC (LEI: 25490092BD1ODAYUIH40) (iia) BranchSeries Number: [Main Toronto Branch located at the Executive Offices at the address indicated at the back of the Prospectus]/[London Branch[ ] (iii) Guarantor: TD Covered Bond Limited Partnership (Legislative) Guarantor 2. (ib) [Series NumberTranche:] [ ] (iic) [Tranche Number:] [ ] (iii) Date on which the Covered Bonds Certificates become fungible: [Not Applicable/The Covered Bonds shall be consolidated, form a single series and interchangeable for trading purposes with [ ] on [[ ]/[the Issue Date]/[exchange of Temporary Global Covered Bond for interests in the Permanent Global Covered Bonds, as referred to in paragraph [ ] below], which is expected to occur on or about [ ]]. 3. Specified Currency or Currencies: (Condition 1.10) :] [ ] 4. Specified Currency: [ ] 5. Aggregate Principal Amount [of Covered Bonds admitted to trading]Face Amount: (a) Series: [ ] (ib) [Series:] Tranche: [ ] 6. Issue Price: [ ] per cent. of the Aggregate Face Amount 7. (a) Specified Denominations: [ ] (b) Calculation Amount: [ ] (a) Issue Date: [ ] (b) Return Accrual Commencement Date: [ ]/[Issue Date]

Appears in 1 contract

Sources: Agency Agreement

CONTRACTUAL TERMS. [Terms used herein shall be deemed to be defined as such for the purposes of the Conditions terms and conditions of the Covered Bonds (the "Conditions") set forth in the Prospectus prospectus dated July 14, 2016 [⚫] [and the supplemental Prospectus[essupplement[s] dated [date⚫] [and [⚫]]] which [together] constitute[s] [a base prospectus (the "Prospectus") for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the Directive 2003/71/EC, as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State EUWA (the "UK Prospectus Directive”Regulation")]. This document constitutes the Final Terms of the Covered Bonds described herein [for the purposes of Article 5.4 of the UK Prospectus Directive as implemented in the United Kingdom] Regulation and must be read in conjunction with such the Prospectus in order to obtain all the relevant information. Copies of the Prospectus [and the supplemental Prospectus. Full information ] [is] [are] published on the Issuer and the offer website of the Covered Bonds is only London Stock Exchange and are available on free of charge to the basis of public at the combination of these Final Terms and the Prospectus. The Prospectus, together with these Final Terms and all documents incorporated by reference therein, is available for viewing at, and copies may be obtained from the registered principal office of the Issuer at 21st Floorand from the specified office of each of the Paying Agents copies of such documents may, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also ’s option be viewed provided electronically. The Prospectus has been published on the website of the Regulatory News Service operated by the London Stock Exchange at ▇▇▇▇://(▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news▇▇▇▇▇▇▇▇/market▇▇▇▇▇▇-news▇▇▇-▇▇▇▇/market▇▇▇▇/▇▇▇▇▇▇-news▇▇▇▇/▇▇▇▇▇▇-home.html under the name “Toronto▇▇▇▇-Dominion Bank” and the headline “Publication of Prospectus”. ▇▇▇▇.▇▇▇▇) in accordance with Article 14.] / [Terms used herein shall be deemed to be defined as such for the purposes of the Conditions terms and conditions of the Covered Bonds (the "Conditions") set forth in the prospectus dated [original date] which are incorporated by reference in the Prospectus prospectus dated July 14, 2016 [⚫] [and the supplemental Prospectus[es] Prospectus(es) dated [date⚫] and [⚫]] which [together] constitute[s] [constitute(s) a base prospectus (the Prospectus) for the purposes of Regulation (EU) 2017/1129) as it forms part of domestic law by virtue of the Directive 2003/71/EC, as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State EUWA (the "UK Prospectus Directive”Regulation")]. This document constitutes the Final Terms of the Covered Bonds described herein for the purposes of Article 5.4 of the UK Prospectus Directive as implemented in the United Kingdom Regulation and must be read in conjunction with such Prospectus, including the Conditions incorporated therein. Prospectus in order to obtain all the relevant information.. Full information on the Issuer and the LLP and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus, together with these Final Terms Copies of such Prospectuses and all documents incorporated by reference therein, is the supplemental Prospectus are available for viewing at, and copies may be obtained from free of charge to the registered public at the principal office of the Issuer at 21st Floorand from the specified office of each of the Paying Agents copies of such documents may, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also ’s option be viewed provided electronically. The Prospectus has been published on the website of the Regulatory News Service operated by the London Stock Exchange at ▇▇▇▇://(▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news▇▇▇▇▇▇▇▇/market▇▇▇▇▇▇-news▇▇▇-▇▇▇▇/market▇▇▇▇/▇▇▇▇▇▇-news-home.html ▇▇▇▇/▇▇▇▇▇▇- news-home.html) in accordance with Article 14.] [The LLP is not now, and immediately following the issuance of the Covered Bonds pursuant to the Trust Deed will not be, a "covered fund" for purposes of regulations adopted under Section 13 of the Bank Holding Company Act of 1956, as amended, commonly known as the "▇▇▇▇▇▇▇ Rule". In reaching this conclusion, although other statutory or regulatory exemptions under the name “Toronto-Dominion Bank” Investment Company Act of 1940, as amended, and under the headline “Publication ▇▇▇▇▇▇▇ Rule and its related regulations may be available, the LLP has relied on the exemption from registration set forth in Section 3(c)(5) of Prospectus”the Investment Company Act of 1940, as amended. See "Certain U.S. Regulatory Considerations".] 1. (i) Issuer: The Toronto-Dominion Bank (the “Bank”) (ii) Branch: [Main Toronto Branch located at the Executive Offices at the address indicated at the back of the Prospectus]/[London Branch] (iii) Guarantor: TD Covered Bond Limited Partnership (Legislative) Guarantor 2. (i) [Series Number:] [ ] (ii) [Tranche Number:] [ ] (iii) Date on which the Covered Bonds become fungible: [Not Applicable/The Covered Bonds shall be consolidated, form a single series and interchangeable for trading purposes with [ ] on [[ ]/[the Issue Date]/[exchange of Temporary Global Covered Bond for interests in the Permanent Global Covered Bonds, as referred to in paragraph [ ] below], which is expected to occur on or about [ ]]. 3. Specified Currency or Currencies: (Condition 1.10) [ ] 4. Aggregate Principal Amount [of Covered Bonds admitted to trading]: [ ] (i) [Series:] [ ]Leeds Building Society

Appears in 1 contract

Sources: Agency Agreement

CONTRACTUAL TERMS. [Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the Prospectus dated July 1425, 2016 2013 [and the supplemental Prospectus[essupplements] to it dated [date[ ]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of the Directive 2003/71/EC, as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State amended (the “Prospectus Directive”)]. This document constitutes the Final Terms of the Covered Bonds described herein [for the purposes of Article 5.4 of the Prospectus Directive as implemented in the United Kingdom] and must be read in conjunction with such the Prospectus. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus, together with these Final Terms Prospectus and all documents incorporated by reference therein, is therein are available for viewing at, and copies may be obtained from the registered office of the Issuer at 21st Floor, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html under the name “Toronto-Dominion Bank” Royal Bank of Canada and the headline “Publication of Prospectus”. ” and copies may be obtained from the offices of the Issuer, Royal Bank Plaza, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ M5J 2J5, and the offices of the Issuing and Paying Agent, One Canada Square, London E14 5AL, England.] [Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the prospectus dated [original date] which are incorporated by reference in the Prospectus dated July 1425, 2016 [and the supplemental Prospectus[es] dated [date]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of the Directive 2003/71/EC, as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State (the “Prospectus Directive”)]2013. This document constitutes the Final Terms of the Covered Bonds described herein for the purposes of Article 5.4 of Directive 2003/71/EC, as amended (the Prospectus Directive as implemented in the United Kingdom Directive”) and must be read in conjunction with such the Prospectus dated July 25, 2013 [and the supplements to it dated [ ]], which [together] constitute[s] a base prospectus (the “Prospectus, including ”) for the Conditions incorporated thereinpurposes of the Prospectus Directive. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus, together with these Final Terms Prospectus and all documents incorporated by reference therein, is therein are available for viewing at, and copies may be obtained from the registered office offices of the Issuer at 21st FloorIssuer, TD Royal Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2Plaza, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇M5J 2J5, and can also be viewed on the website offices of the Regulatory News Service operated by the Issuing and Paying Agent, One Canada Square, London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html under the name “Toronto-Dominion Bank” and the headline “Publication of Prospectus”E14 5AL, England.] (i) IssuerSeries Number: The Toronto-Dominion Bank (the “Bank”)[ ] (ii) Branch: [Main Toronto Branch located at the Executive Offices at the address indicated at the back of the Prospectus]/[London Branch] (iii) Guarantor: TD Covered Bond Limited Partnership (Legislative) Guarantor 2. (i) [Series Number:] [ ] (ii) [Tranche Number:] : [ ] ] (iii) Date on which the Covered Bonds become fungible: [Not Applicable/] [The Covered Bonds shall be consolidated, consolidated and form a single series Series and be interchangeable for trading purposes with the [ ] on [ ] [[ ]/[the the Issue Date]/[exchange Date] [exchange of the Temporary Global Covered Bond for interests in the Permanent Global Covered BondsBond, as referred to in paragraph [ [20] below], below [which is expected to occur on or about [ ].]. 32. Specified Currency or Currencies: (Condition 1.10) [ ] 43. Aggregate Principal Amount [of Covered Bonds admitted to trading]Amount: [ ] [(i) [)] Series:] : [ ]

Appears in 1 contract

Sources: Dealership Agreement (RBC Covered Bond Guarantor Limited Partnership)

CONTRACTUAL TERMS. Any person making or intending to make an offer of the Covered Bonds may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to section 85 of the Financial Services and Markets Act 2000 (as amended) or Regulation (EU) 2017/1129 (as amended) or supplement a prospectus pursuant to Article 23 of Regulation (EU) 2017/1129 (as amended) as it forms part of domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018, as amended or Regulation (EU) 2017/1129 (as amended), in each case, in relation to such offer. This document constitutes the Pricing Supplement of the Covered Bonds described herein. This document must be read in conjunction with the Prospectus dated July 29, 2022 [and the supplements to it dated [ ]] which [together] constitute[s] a base prospectus (the “Prospectus”). The Prospectus and all documents incorporated by reference therein are available for viewing at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/investorrelations/fixed_income/covered-bonds-terms.html and copies may be obtained from the offices of the Issuer, 20th Floor, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, and the offices of the Issuing and Paying Agent, One Canada Square, London E14 5AL, England.] Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the Prospectus dated July 14, 2016 [and the supplemental Prospectus[es] dated [date]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of the Directive 2003/71/EC, as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State (the “Prospectus Directive”)]. This document constitutes the Final Terms of the Covered Bonds described herein [for the purposes of Article 5.4 of the Prospectus Directive as implemented in the United Kingdom] and must be read in conjunction with such Prospectus. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus, together with these Final Terms and all documents incorporated by reference therein, is available for viewing at, and copies may be obtained from the registered office of the Issuer at 21st Floor, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html under the name “Toronto-Dominion Bank” and the headline “Publication of Prospectus”. [Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the prospectus dated [original date] [and the supplements to it dated [ ]] which are incorporated by reference in the Prospectus dated July 14, 2016 [and the supplemental Prospectus[esthe] dated [date]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of the Directive 2003/71/EC, as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State (the “Prospectus Directive”)]. This document constitutes the Final Terms of the Covered Bonds described herein for the purposes of Article 5.4 of the Prospectus Directive as implemented in the United Kingdom and must be read in conjunction with such Prospectus, including the Conditions incorporated therein. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus, together with these Final Terms and all documents incorporated by reference therein, is available for viewing at, and copies may be obtained from the registered office of the Issuer at 21st Floor, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html under the name “Toronto-Dominion Bank” and the headline “Publication of Prospectus”.] (i) Issuer: The Toronto-Dominion Bank (the “Bank”) (ii) Branch: [Main Toronto Branch located at the Executive Offices at the address indicated at the back of the Prospectus]/[London Branch] (iii) Guarantor: TD Covered Bond Limited Partnership (Legislative) Guarantor 2. (i) [Series Number:] [ ] (ii) [Tranche Number:] [ ] (iii) Date on which the Covered Bonds become fungible: [Not Applicable/The Covered Bonds shall be consolidated, form a single series and interchangeable for trading purposes with [ ] on [[ ]/[the Issue Date]/[exchange of Temporary Global Covered Bond for interests in the Permanent Global Covered Bonds, as referred to in paragraph [ ] below], which is expected to occur on or about [ ]]. 3. Specified Currency or Currencies: (Condition 1.10) [ ] 4. Aggregate Principal Amount [of Covered Bonds admitted to trading]: [ ] (i) [Series:] [ ]

Appears in 1 contract

Sources: Dealership Agreement