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 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 [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 ▇▇▇▇▇://▇▇▇.▇▇.▇▇▇/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 ▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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 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 [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, including the Conditions incorporated therein, 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 ▇▇▇▇▇://▇▇▇.▇▇.▇▇▇/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 ▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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 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 [ ]]. [ ] (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 30 June 2022 [●] 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 [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 ▇▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/investor- relations/ir▇.▇▇/hsbc-homepage/debtin-informationcanada/legislative-coveredcovered- bond-bonds/LCBdocuments.jspprogramme, 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 ▇, ▇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 30 June 2022 [●] 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 [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] Regulation and must be read in conjunction with such Prospectus, including the Conditions incorporated therein, 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 ▇▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/investor▇.▇▇/hsbc-relations/irin-homepage/debt-informationcanada/legislative-coveredcovered- bond-bonds/LCBdocuments.jspprogramme, 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 ▇, ▇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 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 [ ]]. [ ] (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 30 June 2022 27 July 2018 [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 2018Directive 2003/71/EC, as amended, including by Directive 2010/73/EUWA] EU, and includes any relevant implementing measures in each Relevant Member State (the “UK Prospectus Regulation”)]/[the UK Prospectus Regulation]Directive”)]. This document constitutes the Final Terms of the Covered Bonds described herein [for the purposes of Article 8 5.4 of the UK Prospectus RegulationDirective as implemented in the United Kingdom] and must be read in conjunction with such Prospectus in order to obtain all relevant informationProspectus. 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 ▇▇▇▇▇://▇▇▇.▇▇.▇▇▇/investor- relations/ir-homepage/debt-information/legislative-covered-bonds/LCBdocuments.jspat, 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 ▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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 30 June 2022 27 July 2018 [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 2018Directive 2003/71/EC, as amended, including by Directive 2010/73/EUWA] EU, and includes any relevant implementing measures in each Relevant Member State (the “UK Prospectus Regulation”)]/[the UK Prospectus Regulation]Directive”)]. This document constitutes the Final Terms of the Covered Bonds described herein [for the purposes of Article 8 5.4 of the UK Prospectus Regulation] Directive as implemented in the United Kingdom and must be read in conjunction with such Prospectus, including the Conditions incorporated therein, in order to obtain all relevant information. 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 ▇▇▇▇▇://▇▇▇.▇▇.▇▇▇/investor-relations/ir-homepage/debt-information/legislative-covered-bonds/LCBdocuments.jspat, 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 ▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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 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 [ ]]. [ ] (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 30 June 2022 5 July 2019 [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 2018Directive 2003/71/EC, as amended/EUWA] amended or superseded (the “UK Prospectus Regulation”)]/[the UK Directive”) / the Prospectus RegulationDirective]]. This document constitutes the Final Terms of the Covered Bonds described herein [for the purposes of Article 8 5.4 of the UK Prospectus RegulationDirective as implemented in the United Kingdom] and must be read in conjunction with such Prospectus in order to obtain all relevant informationProspectus. 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 ▇▇▇▇▇://▇▇▇.▇▇.▇▇▇/investor- relations/ir-homepage/debt-information/legislative-covered-bonds/LCBdocuments.jspat, 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 ▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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 30 June 2022 5 July 2019 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, 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 [[Regulation (EU) 2017/1129 (as amended) as it forms part of UK domestic law by virtue of the [European Union (Withdrawal) Act 2018Directive 2003/71/EC, as amended/EUWA] amended or superseded (the “UK Prospectus Regulation”)]/[the UK Directive”) / Prospectus Regulation]Directive]. This document constitutes the Final Terms of the Covered Bonds described herein [for the purposes of Article 8 5.4 of the UK Prospectus Regulation] Directive as implemented in the United Kingdom and must be read in conjunction with such Prospectus, including the Conditions incorporated therein, in order to obtain all relevant information. 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 ▇▇▇▇▇://▇▇▇.▇▇.▇▇▇/investor-relations/ir-homepage/debt-information/legislative-covered-bonds/LCBdocuments.jspat, 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 ▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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 3. Specified Currency or Currencies: (Condition 1.10) 4. Aggregate Principal Amount [of Covered Bonds admitted to trading]: 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 Principal (i) Specified Denominations: (Condition 1.08 or 1.09) 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 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 30 June 2022 8 September 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 [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 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 ▇▇▇▇▇://▇▇▇.▇▇.▇▇▇/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 ▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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” National Bank of Canada and the headline “Publication of Prospectus”, on the website of the Issuer at ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇/en/about-us/investors/investor-relations/capital-debt- information/debt/legislative-covered-bonds-program/legislative-covered-bonds.html and copies 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, pursuant to Section 309B of the SFA. 2 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 prescribed capital markets products as defined under the CMP Regulations 2018. may be obtained from the specified offices of the Issuer and the Issuing and Paying Agent, as set out at the end of this 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 Prospectus dated [original date7 April 2016]/[12 September 2017]/[27 September 2018]/[9 July 2019]/[9 September 2020]/[2 September 2021]/[2 September 2022] [and the Prospectus supplement[s] to it dated []] which are incorporated by reference in the Prospectus dated 30 June 2022 8 September 2023. These Final Terms contain the final terms of the Covered Bonds described herein and must be read in conjunction with the Prospectus dated 8 September 2023 [and the supplemental Prospectus[esProspectus supplement[s] dated [date[ ]] in order to obtain all relevant information, save in respect of the Conditions which are set forth in the prospectus dated [together] constitute[s7 April 2016]/[12 September 2017]/[27 September 2018]/[9 July 2019]/[9 September 2020]/[2 September 2021]/[2 September 2022] [a base prospectus (and the supplement[s] to it dated []] and are incorporated by reference in 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 relating to the issue 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, including the Conditions incorporated therein, 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 ▇▇▇▇▇://▇▇▇.▇▇.▇▇▇/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 ▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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 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 [ ]]. [ ] (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 30 June 2022 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 [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 ▇▇▇▇▇://▇▇▇.▇▇.▇▇▇/investor- /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 30 June 2022 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 [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, including the Conditions incorporated therein, 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 ▇▇▇▇▇://▇▇▇.▇▇.▇▇▇/investor-relations/ir-homepage/debt-information/legislative-covered-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 ▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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 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 [ ]]. [ ] (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 30 June 2022 September 17, 2020 [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 ▇▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/investor- relations/ir▇.▇▇/hsbc-homepage/debtin-informationcanada/legislative-covered-bonds/LCBdocuments.jspbond-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 ▇, ▇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 30 June 2022 September 17, 2020 [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] Regulation and must be read in conjunction with such Prospectus, including the Conditions incorporated therein, 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 ▇▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/investor▇.▇▇/hsbc-relations/irin-homepage/debt-informationcanada/legislative-covered-bonds/LCBdocuments.jspbond-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 ▇, ▇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 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 [ ]]. [ ] (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 30 June 2022 July 14, 2016 [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 2018Directive 2003/71/EC, as amended, including by Directive 2010/73/EUWA] EU, and includes any relevant implementing measures in each Relevant Member State (the “UK Prospectus Regulation”)]/[the UK Prospectus Regulation]Directive”)]. This document constitutes the Final Terms of the Covered Bonds described herein [for the purposes of Article 8 5.4 of the UK Prospectus RegulationDirective as implemented in the United Kingdom] and must be read in conjunction with such Prospectus in order to obtain all relevant informationProspectus. 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 ▇▇▇▇▇://▇▇▇.▇▇.▇▇▇/investor- relations/ir-homepage/debt-information/legislative-covered-bonds/LCBdocuments.jspat, 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 30 June 2022 July 14, 2016 [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 2018Directive 2003/71/EC, as amended, including by Directive 2010/73/EUWA] EU, and includes any relevant implementing measures in each Relevant Member State (the “UK Prospectus Regulation”)]/[the UK Prospectus Regulation]Directive”)]. This document constitutes the Final Terms of the Covered Bonds described herein [for the purposes of Article 8 5.4 of the UK Prospectus Regulation] Directive as implemented in the United Kingdom and must be read in conjunction with such Prospectus, including the Conditions incorporated therein, in order to obtain all relevant information. 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 ▇▇▇▇▇://▇▇▇.▇▇.▇▇▇/investor-relations/ir-homepage/debt-information/legislative-covered-bonds/LCBdocuments.jspat, 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 3. Specified Currency or Currencies: (Condition 1.10) 4. Aggregate Principal Amount [of Covered Bonds admitted to trading]: 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 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 30 June 2022 2020 [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 ▇▇▇▇▇://▇▇▇.▇▇.▇▇▇/investor- /investor-relations/ir-homepage/debt-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 ▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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 30 June 2022 2020 [and the supplemental Prospectus[es] dated [date]] which [together] constitute[s] [a base prospectus (the 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, pursuant to Section 309B of the SFA. “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] Regulation and must be read in conjunction with such Prospectus, including the Conditions incorporated therein, 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 ▇▇▇▇▇://▇▇▇.▇▇.▇▇▇/investor-relations/ir-homepage/debt-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 ▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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) 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 3. Specified Currency or Currencies: (Condition 1.10) 4. Aggregate Principal Amount [of Covered Bonds admitted to trading]: 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 Principal (i) Specified Denominations: (Condition 1.08 or 1.09) 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 (ii) Calculation Amount 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 30 June 2022 7 September 2017 [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 2018Directive 2003/71/EC, as amended, including by Directive 2010/73/EUWA] EU, and includes any relevant implementing measures in each Relevant Member State (the “UK Prospectus Regulation”)]/[the UK Prospectus Regulation]Directive”)]. This document constitutes the Final Terms of the Covered Bonds described herein [for the purposes of Article 8 5.4 of the UK Prospectus RegulationDirective as implemented in the United Kingdom] and must be read in conjunction with such Prospectus in order to obtain all relevant informationProspectus. 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 ▇▇▇▇▇://▇▇▇.▇▇.▇▇▇/investor- relations/ir-homepage/debt-information/legislative-covered-bonds/LCBdocuments.jspat, 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 30 June 2022 7 September 2017 [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 2018Directive 2003/71/EC, as amended, including by Directive 2010/73/EUWA] EU, and includes any relevant implementing measures in each Relevant Member State (the “UK Prospectus Regulation”)]/[the UK Prospectus Regulation]Directive”)]. This document constitutes the Final Terms of the Covered Bonds described herein [for the purposes of Article 8 5.4 of the UK Prospectus Regulation] Directive as implemented in the United Kingdom and must be read in conjunction with such Prospectus, including the Conditions incorporated therein, in order to obtain all relevant information. 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 ▇▇▇▇▇://▇▇▇.▇▇.▇▇▇/investor-relations/ir-homepage/debt-information/legislative-covered-bonds/LCBdocuments.jspat, 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 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 [ ]]. [ ] (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 30 28 June 2022 2024 [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 3 Relevant Dealer(s) to consider whether it/they have received the necessary product classification from the Issuer prior to the launch of the offer, pursuant to Section 309B of the SFA. therein, is available for viewing at ▇▇▇▇▇://▇▇▇.▇▇.▇▇▇/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 28 June 2024 [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, including the Conditions incorporated therein, 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 ▇▇▇▇▇://▇▇▇.▇▇.▇▇▇/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 ▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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 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 [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, including the Conditions incorporated therein, 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 ▇▇▇▇▇://▇▇▇.▇▇.▇▇▇/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 ▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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 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 [ ]]. [ ] (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 30 June 2022 July 14, 2015 [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 2018Directive 2003/71/EC, as amended, including by Directive 2010/73/EUWA] EU, and includes any relevant implementing measures in each Relevant Member State (the “UK Prospectus Regulation”)]/[the UK Prospectus Regulation]Directive”)]. This document constitutes the Final Terms of the Covered Bonds described herein [for the purposes of Article 8 5.4 of the UK Prospectus RegulationDirective as implemented in the United Kingdom] and must be read in conjunction with such Prospectus in order to obtain all relevant informationProspectus. 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 ▇▇▇▇▇://▇▇▇.▇▇.▇▇▇/investor- relations/ir-homepage/debt-information/legislative-covered-bonds/LCBdocuments.jspat, 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 ▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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”. [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 30 June 2022 July 14, 2015 [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 2018Directive 2003/71/EC, as amended, including by Directive 2010/73/EUWA] EU, and includes any relevant implementing measures in each Relevant Member State (the “UK Prospectus Regulation”)]/[the UK Prospectus Regulation]Directive”)]. This document constitutes the Final Terms of the Covered Bonds described herein [for the purposes of Article 8 5.4 of the UK Prospectus Regulation] Directive as implemented in the United Kingdom and must be read in conjunction with such Prospectus, including the Conditions incorporated therein, in order to obtain all relevant information. 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 ▇▇▇▇▇://▇▇▇.▇▇.▇▇▇/investor-relations/ir-homepage/debt-information/legislative-covered-bonds/LCBdocuments.jspat, 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] ] (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 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 [ ]]. [ ] (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 30 June 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 ▇▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/investor- relations/ir▇.▇▇/hsbc-homepage/debt-informationin- canada/legislative-covered-bonds/LCBdocuments.jspbond-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 ▇, ▇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 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 30 June 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] Regulation and must be read in conjunction with such Prospectus, including the Conditions incorporated therein, 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 ▇▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/investor▇.▇▇/hsbc-relations/irin-homepage/debt-informationcanada/legislative-coveredcovered- bond-bonds/LCBdocuments.jspprogramme, 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 ▇, ▇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 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 [ ]]. [ ] (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 30 June 2022 24, 2015 [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 2018Directive 2003/71/EC, as amended, including by Directive 2010/73/EUWA] EU (the “UK Prospectus Regulation”)]/[the UK Prospectus Regulation]]Directive”). This document constitutes the Final Terms of the Covered Bonds described herein [for the purposes of Article 8 5.4 of the UK Prospectus RegulationDirective] and must be read in conjunction with such Prospectus in order to obtain all relevant information[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 ▇▇▇▇▇://▇▇▇.▇▇.▇▇▇/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 ▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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 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 [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, including the Conditions incorporated therein, 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 ▇▇▇▇▇://▇▇▇.▇▇.▇▇▇/investor-relations/ir-homepage/debt-information/legislative-covered-bonds/LCBdocuments.jsp, 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 ▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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 Head office of the Prospectus]/[London BranchBank in Toronto] [London branch] [Hong Kong branch] [Singapore branch] (iii) Guarantor: TD CIBC Covered Bond Limited Partnership (Legislative) Guarantor Guarantor 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 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 [ ]]. [ ] (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 30 June 2022 July 14, 2014 [and the supplemental Prospectus[es] dated [date]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of [Regulation (EU) 2017/1129 (the Directive 2003/71/EC as amended) as it forms part of UK domestic law , including by virtue of Directive 2010/73/EU to the [European Union (Withdrawal) Act 2018extent such amendments have been implemented in a Relevant Member State, as amended/EUWA] and includes any relevant implementing measure in each Relevant Member State (the “UK Prospectus Regulation”)]/[the UK Prospectus Regulation]Directive”)]. This document constitutes the Final Terms of the Covered Bonds described herein [for the purposes of Article 8 5.4 of the UK Prospectus RegulationDirective] and must be read in conjunction with such Prospectus in order to obtain all relevant information[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 [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 ▇▇▇▇▇://▇▇▇.▇▇.▇▇▇/investor- relations/ir-homepage/debt-information/legislative-covered-bonds/LCBdocuments.jspat, 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 ▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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 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 [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, including the Conditions incorporated therein, 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 ▇▇▇▇▇://▇▇▇.▇▇.▇▇▇/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 ▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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 3. Specified Currency or Currencies: (Condition 1.10) 4. Aggregate Principal Amount [of Covered Bonds admitted to trading]: in the Permanent Global Covered Bonds, as referred to in paragraph [ ] below], which is expected to occur on or about [ ]]. [ ] [ ] (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 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 Prospectus dated 30 June 2022 July 5, 2013 [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 amendedDirective 2003/71/EUWA] EC (the “UK Prospectus Regulation”)]/[the UK Prospectus Regulation]]Directive”). This document constitutes the Final Terms of the Covered Bonds described herein [for the purposes of Article 8 5.4 of the UK Prospectus RegulationDirective] and must be read in conjunction with such Prospectus in order to obtain all relevant information[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 ▇▇▇▇▇://▇▇▇.▇▇.▇▇▇/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 ▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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 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 [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, including the Conditions incorporated therein, 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 ▇▇▇▇▇://▇▇▇.▇▇.▇▇▇/investor-relations/ir-homepage/debt-information/legislative-covered-bonds/LCBdocuments.jsp, 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 ▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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 3. Specified Currency or Currencies: (Condition 1.10) 4. Aggregate Principal Amount [of Covered Bonds admitted to trading]: in the Permanent Global Covered Bonds, as referred to in paragraph [ ] below], which is expected to occur on or about [ ]]. [ ] (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 30 June 2022 September 9, 2020 [and the supplemental Prospectus[es] dated [date]] which date](which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of [† Relevant Dealer(s) to consider whether it/they have received the necessary product classification from the Issuer prior to the launch of the offer, pursuant to Section 309B of the SFA. ‡ 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 prescribed capital markets products as defined under the CMP Regulations 2018. Regulation (EU) 2017/1129 (as amended) as it forms part of UK domestic law by virtue of the [European Union (Withdrawal) Act 20182017/1129, as amended/EUWA] amended (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 [as so supplemented] in order to obtain all relevant information. [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 ▇▇▇▇▇://▇▇▇.▇▇.▇▇▇/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 ▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-market- news/market-news-home.html under the name “Toronto-Dominion Bank” National Bank of Canada and the headline “Publication of Prospectus”. [Terms used herein shall be deemed to be defined as such for , on the purposes website of the Conditions (the “Conditions”) set forth in the prospectus dated [original date] which are incorporated by reference in the Prospectus dated 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 [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, including the Conditions incorporated therein, 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 Issuer at ▇▇▇▇▇://▇▇▇.▇▇.▇▇▇/investor/en/about- us/investors/investor-relations/ircapital-homepage/debt-information/debt/legislative-covered-bondsbonds- program/LCBdocuments.jsp, legislative-covered-bonds.html 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 ▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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 National Bank (of Canada Branch: [Head office of the “Bank”)Bank in Montréal] [London branch] (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 NBC Covered Bond Limited Partnership (Legislative) Guarantor Guarantor 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 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 [ ]]. [ ] (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 30 June 2022 2 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 [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 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 ▇▇▇▇▇://▇▇▇.▇▇.▇▇▇/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 ▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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” National Bank of Canada and the headline “Publication of Prospectus”, on the website of the Issuer at ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇/en/about-us/investors/investor-relations/capital-debt-information/debt/legislative-covered- bonds-program/legislative-covered-bonds.html and copies may be obtained from the specified offices of the Issuer and the Issuing and Paying Agent, as set out at the end of this 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 Prospectus dated [original date4 November 2013]/[17 December 2014]/[7 April 2016]/[12 September 2017]/[27 September 2018]/[9 July 2019]/[9 September 2020] [and the Prospectus supplement[s] to it dated [ ]] which are incorporated by reference in the Prospectus dated 30 June 2022 2 September 2021. These Final Terms contain the final terms of the Covered Bonds described herein and must be read in conjunction with the Prospectus dated 2 September 2021 [and the supplemental Prospectus[esProspectus supplement[s] dated [date[ ]] in order to obtain all relevant information, save in respect of the Conditions which are set forth in the prospectus dated [together] constitute[s4 November 2013]/[17 December 2014]/[7 April 2016]/[12 September 2017]/[27 September 2018]/[9 July 2019]/[9 September 2020] [a base prospectus (and the supplement[s] to it dated [ ]] and are incorporated by reference in 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 relating to the issue 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, including the Conditions incorporated therein, 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 ▇▇▇▇▇://▇▇▇.▇▇.▇▇▇/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 ▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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 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 [ ]]. [ ] (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