Common use of CONTRACTUAL TERMS Clause in Contracts

CONTRACTUAL TERMS. Any person making or intending to make an offer of the Covered Bonds may only do so in circumstances in which no obligation arises for the Issuer, any Arranger or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive, in each case, in relation to such offer. None of the Issuer, the Guarantor, any Arranger or any Dealer has authorised, nor do they authorise, the making of any offer of Covered Bonds in any other circumstances. This document constitutes the Pricing Supplement of the Covered Bonds described herein. This document must be read in conjunction with the Prospectus dated 7 September 2017 [and the supplements to it dated [ ]] which [together] constitute[s] a base prospectus (the “Prospectus”). Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of this Pricing Supplement and the Prospectus. The Prospectus and all documents incorporated by reference therein are available for viewing and may be obtained from the 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 0, 00 Xxxxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the prospectus dated [original date] [and the supplements to it dated [ ]] which are incorporated by reference in the Prospectus. (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 (Legislative) Guarantor Limited Partnership (i) [Series Number:] [ ] (ii) [Tranche Number:] [ ] (iii) Date on which the Covered Bonds become fungible:

CONTRACTUAL TERMS. Any person making or intending to make an offer of the Covered Bonds may only do so in circumstances in which no obligation arises for the Issuer, any Arranger or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive, in each case, in relation to such offer. None of the Issuer, the Guarantor, any Arranger or any Dealer has authorised, nor do they authorise, the making of any offer of Covered Bonds in any other circumstances. This document constitutes the Pricing Supplement of the Covered Bonds described herein. This document must be read in conjunction with the Prospectus dated 7 September 2017 5 July 2019 [and the supplements to it dated [ ]] which [together] constitute[s] a base prospectus (the “Prospectus”). Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of this Pricing Supplement and the Prospectus. The Prospectus and all documents incorporated by reference therein are available for viewing and may be obtained from the offices of the Issuer at 21st Floor, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2X0X 0X0, Canada Xxxxxx and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 02, 00 Xxxxxx Xxxxxx25 Canada Square, Xxxxxx Xxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the prospectus dated [original date] [and the supplements to it dated [ ]] which are incorporated by reference in the Prospectus. [Include whichever of the following apply or specify as “Not Applicable” (N/A). Note that the numbering should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or sub- paragraphs. Italics denote guidance for completing the Pricing Supplement.] (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 (Legislative) Guarantor Limited Partnership (i) [Series Number:] [ ] (ii) [Tranche Number:] [ ] (iii) Date on which the Covered Bonds become fungible: 3. Specified Currency or Currencies: (Condition 1.10) 4. Aggregate Principal Amount [of Covered Bonds admitted to trading]: [Not Applicable]/[The Covered Bonds shall be consolidated, form a single series and interchangeable for trading purposes with [ ] on [[ ]/[the Issue Date]/[exchange of Temporary Global Covered Bond for interests in the Permanent Global Covered Bonds, as referred to in paragraph [ ] below], which is expected to occur on or about [ ]]]. [ ] [ ] (i) [Series:] [ ] (ii) [Tranche:] [ ] 5. Issue Price: [ ] per cent. of the Aggregate Principal Amount [plus accrued interest from [insert date]] (in the case of fungible issues only (if applicable)) (i) Specified Denominations: (Condition 1.08 or 1.09)

CONTRACTUAL TERMS. Any person making or intending to make an offer of the Covered Bonds may only do so in circumstances in which no obligation arises for the Issuer, any Arranger or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive, in each case, in relation to such offer. None of the Issuer, the Guarantor, any Arranger or any Dealer has authorised, nor do they authorise, the making of any offer of Covered Bonds in any other circumstances. This document constitutes the Pricing Supplement of the Covered Bonds described herein. This document must be read in conjunction with the Prospectus dated 7 September 2017 27 July 2018 [and the supplements to it dated [ ]] which [together] constitute[s] a base prospectus (the “Prospectus”). Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of this Pricing Supplement and the Prospectus. The Prospectus and all documents incorporated by reference therein are available for viewing and may be obtained from the 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 0, 00 Xxxxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the prospectus dated [original date] [and the supplements to it dated [ ]] which are incorporated by reference in the Prospectus. (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 (Legislative) Guarantor Limited Partnership (i) [Series Number:] [ ] (ii) [Tranche Number:] [ ] (iii) Date on which the Covered Bonds become fungible:

CONTRACTUAL TERMS. Any person making or intending to make an offer of the Covered Bonds may only do so in circumstances in which no obligation arises for the Issuer, any Arranger or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive, in each case, in relation to such offer. None of the Issuer, the Guarantor, any Arranger or any Dealer has authorised, nor do they authorise, the making of any offer of Covered Bonds in any other circumstances. This document constitutes the Pricing Supplement of the Covered Bonds described herein. This document must be read in conjunction with the Prospectus dated 7 September 2017 July 14, 2016 [and the supplements to it dated [ ]] which [together] constitute[s] a base prospectus (the “Prospectus”). Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of this Pricing Supplement and the Prospectus. The Prospectus and all documents incorporated by reference therein are available for viewing and may be obtained from the 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 0, 00 Xxxxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the prospectus dated [original date] [and the supplements to it dated [ ]] which are incorporated by reference in the Prospectus. (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 Limited Partnership 2. (i) [Series Number:] [ ] ] (ii) [Tranche Number:] [ ] ] (iii) Date on which the Covered Bonds become fungible:: [Not Applicable/The Covered Bonds shall be consolidated, form a single series and interchangeable for trading purposes with [ ] on [[ ]/[the Issue Date]/[exchange of Temporary Global Covered Bond for interests in the Permanent Global Covered Bonds, as referred to in paragraph [ ] below], which is expected to occur on or about [ ]].

CONTRACTUAL TERMS. Any person making or intending to make an offer of the Covered Bonds may only do so in circumstances in which no obligation arises for the Issuer, any Arranger or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive, in each case, in relation to such offer. None of the Issuer, the Guarantor, any Arranger or any Dealer has authorised, nor do they authorise, the making of any offer of Covered Bonds in any other circumstances. This document constitutes the Pricing Supplement of the Covered Bonds described herein. This document must be read in conjunction with the Prospectus dated 7 September 2017 5 July 2019 [and the supplements to it dated [ ]] which [together] constitute[s] a base prospectus (the “Prospectus”). Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of this Pricing Supplement and the Prospectus. The Prospectus and all documents incorporated by reference therein are available for viewing and may be obtained from the 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 02, 00 Xxxxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the prospectus dated [original date] [and the supplements to it dated [ ]] which are incorporated by reference in the Prospectus. [Include whichever of the following apply or specify as “Not Applicable” (N/A). Note that the numbering should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or sub- paragraphs. Italics denote guidance for completing the Pricing Supplement.] (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 (Legislative) Guarantor Limited Partnership (i) [Series Number:] [ ] (ii) [Tranche Number:] [ ] (iii) Date on which the Covered Bonds become fungible: 3. Specified Currency or Currencies: (Condition 1.10) 4. Aggregate Principal Amount [of Covered Bonds admitted to trading]: [Not Applicable]/[The Covered Bonds shall be consolidated, form a single series and interchangeable for trading purposes with [ ] on [[ ]/[the Issue Date]/[exchange of Temporary Global Covered Bond for interests in the Permanent Global Covered Bonds, as referred to in paragraph [ ] below], which is expected to occur on or about [ ]]]. [ ] [ ] (i) [Series:] [ ] (ii) [Tranche:] [ ] 5. Issue Price: [ ] per cent. of the Aggregate Principal Amount [plus accrued interest from [insert date]] (in the case of fungible issues only (if applicable)) (i) Specified Denominations: (Condition 1.08 or 1.09)

CONTRACTUAL TERMS. Any person making or intending to make an offer of the Covered Bonds may only do so in circumstances in which no obligation arises for the Issuer, any Arranger or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive, in each case, in relation to such offer. None of the Issuer, the Guarantor, any Arranger or any Dealer has authorised, nor do they authorise, the making of any offer of Covered Bonds in any other circumstances. This document constitutes the Pricing Supplement of the Covered Bonds described herein. This document must be read in conjunction with the Prospectus dated 7 September 2017 July 14, 2016 [and the supplements to it dated [ ]] which [together] constitute[s] a base prospectus (the “Prospectus”). Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of this Pricing Supplement and the Prospectus. The Prospectus and all documents incorporated by reference therein are available for viewing and may be obtained from the 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 02, 00 Xxxxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the prospectus dated [original date] [and the supplements to it dated [ ]] which are incorporated by reference in the Prospectus. (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 Limited Partnership 2. (i) [Series Number:] [ ] ] (ii) [Tranche Number:] [ ] ] (iii) Date on which the Covered Bonds become fungible:: [Not Applicable/The Covered Bonds shall be consolidated, form a single series and interchangeable for trading purposes with [ ] on [[ ]/[the Issue Date]/[exchange of Temporary Global Covered Bond for interests in the Permanent Global Covered Bonds, as referred to in paragraph [ ] below], which is expected to occur on or about [ ]].

CONTRACTUAL TERMS. Any person making or intending to make an offer of the Covered Bonds may only do so in circumstances in which no obligation arises for the Issuer, any Arranger or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive, in each case, in relation to such offer. None of the Issuer, the Guarantor, any Arranger or any Dealer has authorised, nor do they authorise, the making of any offer of Covered Bonds in any other circumstances. This document constitutes the Pricing Supplement of the Covered Bonds described herein. This document must be read in conjunction with the Prospectus dated 7 September 2017 July 14, 2015 [and the supplements to it dated [ ]] which [together] constitute[s] a base prospectus (the “Prospectus”). Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of this Pricing Supplement and the Prospectus. The Prospectus and all documents incorporated by reference therein are available for viewing and may be obtained from the 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 0, 00 Xxxxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the prospectus dated [original date] [and the supplements to it dated [ ]] which are incorporated by reference in the Prospectus. (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 (Legislative) Guarantor Limited Partnership (i) [Series Number:] [ ] (ii) [Tranche Number:] [ ] (iii) Date on which the Covered Bonds become fungible:[Not Applicable/The Covered Bonds shall be