THE TORONTO-DOMINION BANK SENIOR MEDIUM-TERM NOTES Distribution Agreement

Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, each Agent the following; provided, however, that as of the date hereof (the “Commencement Date”) the Bank does not represent and warrant with respect to the Time of Sale (as defined below), the Time of Sale Information (as defined below) or the Issuer Free Writing Prospectus (as defined below) that:

the Bank meets the requirements for use of Form F-3 (“Form F-3”) under the Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission

with respect to each issue of the Notes, at the applicable Time of Sale, the Bank will have prepared the following information (collectively with the information referred to in the next succeeding sentence, the “Time of Sale Information”): the Preliminary Prospectus and each free-writing prospectus (as defined pursuant to Rule 405 under the Act) listed in the applicable Terms Agreement or other agreement in respect of a specific offering of Notes in the form of Schedule II to Annex I hereto; in addition, you have informed us that the Agents may orally provide the pricing information set out on Schedule II to Annex I hereto to prospective purchasers prior to confirming sales. If, subsequent to the date of the applicable Terms Agreement, the Bank and the Agents have determined that such Time of Sale Information included an untrue statement of any fact that would be material to a holder of Notes (a “Material Fact”) or omitted a statement of a Material Fact necessary to make the information therein, in the light of the circumstances under which it was made, not misleading and have agreed to provide an opportunity to purchasers of the Notes to terminate their old purchase contracts and enter into new purchase contracts, then “Time of Sale Information” will refer to the information available to purchasers at the time of entry into the first such new purchase contract. As used herein, the term “Time of Sale” in respect of a particular issue of the Notes means the time specified in the applicable Terms Agreement or, if no Terms Agreement exists for a particular issue of the Notes, the time immediately prior to the time of the first sale by an Agent of any Notes with regard to such particular issue of the Notes;

the documents incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus, as amended or supplemented, when they were filed with the Commission, complied in all material respects with the requirements of the Act and the Exchange Act, as applicable, and none of such documents, as of their respective issue dates, contained an untrue statement of a Material Fact or omitted to state a Material Fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Time of Sale Information or the Prospectus or any further amendment or supplement thereto, when such documents are filed with the Commission, will comply in all material respects with the Act and the Exchange Act, as applicable, and will not contain an untrue statement of a Material Fact or omit to state a Material Fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information delivered in writing to the Bank by or on behalf of an Agent expressly for use in the Registration Statement, the Time of Sale Information or the Prospectus as amended or supplemented relating to a particular issuance of Notes, it being understood and agreed that the only such information delivered to the Bank by or on behalf of any Agent consists of the information listed in Section 9(b) hereof (the “Agent Information”); and no such documents were filed with the Commission since the Commission’s close of business on the business day immediately prior to the date of the applicable Terms Agreement and prior to the execution of such Terms Agreement, except as set forth in such Terms Agreement;

the Registration Statement, the Time of Sale Information and the Prospectus comply and, as amended or supplemented, if applicable, will comply as of the time of such amendment or supplement in all material respects with the Act and, if applicable, the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and as to the Registration Statement and any amendment thereto, do not and will not, as of the applicable effective date of the Registration Statement and such amendment, contain an untrue statement of a Material Fact or omit to state a Material Fact required to be stated therein or necessary in order to make the statements therein not misleading and, as to the Prospectus and any amendment or supplement thereto, do not and will not, as of their dates and applicable filing dates, contain any untrue statement of a Material Fact or omit to state a Material Fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to (i) any statements or omissions made in reliance upon and in conformity with the Agent Information or (ii) that part of the Registration Statement that shall constitute the Statement of Eligibility under the Trust Indenture Act (Form T-1) of the Trustee;

the Time of Sale Information, at the Time of Sale did not, and at the Time of Delivery (as defined herein), will not, contain any untrue statement of a Material Fact or omit to state a Material Fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with the Agent Information;

other than the Preliminary Prospectus and the Prospectus, each as amended and supplemented, the Bank (including its agents and representatives, other than the Agents in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any written communication (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes (each such communication by the Bank or its agents and representatives, other than a communication referred to in clause (i) below, an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10) of the Act or Rule 134 under the Act or (ii) the documents listed on Schedule II to the applicable Terms Agreement and other written communications (including any broadly available road show) approved in writing in advance by the Agents. The term, “broadly available road show” means a “bona fide electronic road show” as defined in Rule 433(h)(5) under the Act that has been made

the Bank (A) is duly incorporated and validly existing under the laws of Canada, with full power and authority to conduct its business as described in the Time of Sale Information and the Prospectus, and is lawfully qualified in all material respects to do business in those jurisdictions in which business is conducted by it, except as would not, individually or in the aggregate, have a Material Adverse Effect; (B) has the requisite corporate power and authority to execute and deliver this Agreement and any Terms Agreement to be entered into in respect of the Notes; (C) has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Information and the Prospectus, except as would not, individually or in the aggregate, have a Material Adverse Effect; and (D) has duly authorized, executed and delivered this Agreement and will have authorized, executed and delivered any Terms Agreement entered into in respect of the Notes, and this Agreement and any such Terms Agreement constitutes and will constitute, as the case may be, valid and legally binding agreements of the Bank enforceable in accordance with their terms, except as rights to indemnity or contribution may be limited by applicable law and subject as to enforcement to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights generally and to general equity principles; for purposes of this Agreement, the term “Material Adverse Effect” shall mean any material adverse effect on the condition, financial position, business or results of operations of the Bank and its subsidiaries, taken as a whole;

the Bank is not required to register as an open-end investment company, unit investment trust, closed-end investment company or face-amount certificate company that is required to be registered under Section 8 of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, “Investment Company Act”);

any auditors who audited the financial statements incorporated by reference into the Registration Statement (any such auditor, an “Auditor”) were independent registered public accountants for the period covered by such financial statements as required by the Act, the Exchange Act and the Bank Act (Canada);

the Bank’s consolidated financial statements incorporated by reference in the Registration Statement or included, in whole or in part, in the Prospectus (and any amendments or supplements thereto), the Time of Sale Information and the Prospectus, together with related schedules and notes, comply in all material respects with the applicable requirements of the Act, the Exchange Act and the Bank Act (Canada), as applicable, and present fairly, in all material respects, the consolidated financial position, results of operations and cash flows of the Bank and its subsidiaries on the basis stated therein at the respective dates or for the respective periods to which they apply; such statements and related notes have been prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board, including the accounting requirements of the Office of the Superintendent of Financial Institutions Canada (collectively, “IFRS”), consistently applied throughout the periods involved, except as may be disclosed therein; the supporting schedules, if any, included in the Registration Statement, the Time of Sale Information and the Prospectus fairly present, in all material respects, the information required to be stated therein in accordance with IFRS; and the other financial and statistical information and data set forth in the Registration Statement (and any amendment or supplement thereto), the Time of Sale Information and the Prospectus are, in all material respects, accurately presented and prepared on a basis consistent with the books and records of the Bank and its subsidiaries; and any pro forma financial information and the related notes thereto included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus have been prepared in accordance with the applicable requirements of the Act and the Exchange Act, as applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Registration Statement, the Time of Sale Information and the Prospectus;

the Notes have been duly authorized, and, when the Notes are issued and delivered pursuant to this Agreement and any Terms Agreement, the Notes will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Bank entitled to the benefits provided by the Indenture; the Indenture has been duly authorized and duly qualified under the Trust Indenture Act, and the Indenture constitutes a valid and legally binding instrument of the Bank, enforceable in accordance with its terms against the Bank, subject, as to enforceability, to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights, to general equity principles and to an implied covenant of good faith and fair dealing; and the Indenture conforms, and the Notes of any particular issuance of Notes will conform, to the descriptions thereof contained in the Registration Statement, the Time of Sale Information and the Prospectus as amended or supplemented to relate to such issuance of Notes in all material respects;

the execution and delivery of this Agreement and any Terms Agreement, the creation and issue of the Notes and the sale of the Notes and the consummation of the transactions contemplated by this Agreement and any Terms Agreement will not contravene any contract, indenture or other agreement to which the Bank is bound, except as would not, individually or in the aggregate, have a Material Adverse Effect, nor will such action result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Bank, except as would not, individually or in the aggregate, have a Material Adverse Effect, nor will such action result in any material violation of the provisions of the Bank Act (Canada) or by-laws of the Bank or any law, administrative regulation or administrative or court order or decree of Canada or any political subdivision thereof or any applicable United States federal or New York State law, rule, regulation, judgment, order or decree of any United States federal or New York State government, governmental body or court having jurisdiction over it;

no consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the issue, offer and sale of the Notes by the Bank to the Agents in accordance with this Agreement and any Terms Agreement or the Indenture, except for such consents, approvals, authorizations, orders and registrations or qualifications (i) as have been obtained under the Act and the Trust Indenture Act and (ii) as may be required under any applicable U.S. Federal or state securities law or any applicable Canadian securities laws in connection with the purchase and distribution of the Notes by the Agents;

there has not occurred any material adverse change in the financial condition, earnings, business or operations of the Bank and its subsidiaries, taken as a whole, from that set forth in the Prospectus as amended or supplemented (exclusive of any amendments or supplements thereto subsequent to the date of the applicable Terms Agreement);

there are no legal or governmental actions, suits or proceedings known to be pending or threatened to which the Bank or any of its subsidiaries is a party or to which any of the properties of the Bank or any of its subsidiaries is subject that are required to be described in the Registration Statement, the Time of Sale Information or the Prospectus as amended or supplemented and are not so described;

at the earliest time after the filing of the Registration Statement that the Bank or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Notes, and at the time of signing of the applicable Terms Agreement, the Bank is an “ineligible issuer” as defined in Rule 405 under the Act;

none of the Bank or any of its subsidiaries nor, to the knowledge of the Bank, any director, officer, agent or employee of the Bank or any of its subsidiaries is aware of or has taken any action, directly or, to the knowledge of the Bank, indirectly, that would result in a material violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), or any similar law or regulation of any other jurisdiction, in each case to the extent applicable, including, without limitation, making use of the mails or any means or instrumentality of

except in each case as described in the Registration Statement, the Time of Sale Information or the Prospectus, or as would not, individually or in the aggregate, have a Material Adverse Effect, (i) the operations of the Bank and its subsidiaries are conducted in material compliance with applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any applicable governmental agency, including without limitation, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (collectively, the “Money Laundering Laws”) and (ii) no material action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Bank or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Bank, threatened; and

none of the Bank or any of its subsidiaries or, to the knowledge of the Bank, any director, officer or employee of the Bank or any of its subsidiaries is currently the subject of any sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or any other Canadian, U.S., EU, United Nations or UK economic sanctions (“Sanctions Target”) nor is the Bank located, organized or resident in a country or territory that is a Sanctions Target; and the Bank will not directly or, to the knowledge of the Bank, indirectly use the proceeds of any offering of the Notes, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person or entity identified on a list established under section 83.05 of the Criminal Code (Canada) or in any orders or regulations promulgated under the United Nations Act (Canada), the Special Economic Measures Act (Canada) or the Freezing Assets of Corrupt Foreign Officials Act (Canada) or any other then-current Sanctions Target.

Representations and Warranties of the Agents. Each Agent also represents, and warrants to, and agrees with, the Bank, that:

it will comply with all applicable laws and regulations in force in any jurisdiction in which it purchases, offers or sells Notes or possesses or distributes the Preliminary Prospectus or the Prospectus or any other offering material and will obtain any consent, approval or permission required by it for the purchase, offer or sale by it of Notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers or sales;

it will comply in all material respects with (i) any selling restrictions set forth in the Prospectus Supplement under the caption “Supplemental Plan of Distribution (Conflicts of Interest)” and (ii) any additional selling restrictions set forth in the applicable Pricing Supplement; and

it will not offer or sell any Notes acquired pursuant to this Agreement or any Terms Agreement, directly or indirectly, in Canada or to any resident of Canada without the consent of the Bank, and further agrees that it will include a comparable provision in any sub-underwriting, banking group or selling group agreement or similar arrangement with respect to any Notes that may be entered into by such Agent.

Appointment as Agents.

On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, each of the Agents hereby severally and not jointly agrees, upon receipt of instructions from the Bank, to act as agent of the Bank and to use its reasonable efforts to solicit and receive offers to purchase a particular Note or Notes from the Bank upon the terms and conditions set forth in the Time of Sale Information and the Prospectus as amended or supplemented from time to time. Each Agent shall solicit offers to purchase only Notes having such terms, and shall solicit such offers only during such periods, as the Bank shall instruct such Agent. The appointment of the Agents hereunder is not exclusive and the Bank may from time to time offer Notes for sale otherwise than to or through an Agent. It is understood that if from time to time the Bank is approached by a prospective agent offering to solicit a specific purchase of Notes, the Bank may enter into an agreement with such agent with respect to such specific purchase upon such terms as the Bank and such agent may agree. These provisions shall not limit Section 5(f) hereof or any similar provision included in any Terms Agreement.

Each sale of Notes by the Bank to any Agent as principal shall be made in accordance with the terms of this Agreement and (unless the Bank and such Agent shall otherwise agree) the applicable Terms Agreement which will provide for the sale of such Notes by the Bank to, and the purchase thereof by, such Agent; such Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by such Agent; the commitment of any Agent to purchase Notes as principal, whether pursuant to any Terms Agreement or otherwise, shall be deemed to have been made on the basis of the representations and warranties of the Bank herein contained and shall be subject to the terms and conditions herein set forth; each Terms Agreement shall specify the principal amount of Notes to be purchased by any Agent pursuant thereto, the price to be paid to the Bank for such Notes, any

Each Agent agrees, with respect to any Note denominated in a currency other than U.S. dollars, and whether acting as agent, as principal under any Terms Agreement or otherwise (including, in the case of TD Securities, in any Secondary Market Transaction), not to solicit offers to purchase or otherwise offer, sell or deliver such Note, directly or indirectly, in, or to residents of, the country issuing such currency, except as permitted by applicable law.

Commencement Date. The documents required to be delivered pursuant to Section 8 hereof on the Commencement Date shall be delivered to the Agents at the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 5:00 p.m., New York City time, on the Commencement Date.

Certain Agreements of the Bank. The Bank agrees with each Agent:

that the Bank will file the Program Prospectus, the Preliminary Prospectus and the Prospectus, each as amended and supplemented in a form approved by the Lead Agent, with the Commission within the time periods specified by the Act, will file any Issuer Free Writing Prospectus to the extent required by Rule 433 under the Act and will file all reports and other information required to be filed by the Bank with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, within the time period set forth in the Exchange Act, subsequent to the date of the Prospectus and for so long as the delivery of a prospectus (or, in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required in connection with the offering or sale of the Notes; for purposes of this Agreement, “Lead Agent” shall mean TD Securities, or the lead Agent that may be approved by the Bank for the relevant offer and sale of the Notes if not TD Securities;

to make no amendment or supplement to the Registration Statement, the Basic Prospectus, the Program Prospectus, the Time of Sale Information or the Prospectus (A) prior to the Commencement Date which shall be disapproved by the Lead Agent promptly after reasonable notice thereof, (B) except as required by law (including reports and other documents required to be filed by the Bank with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act), after the date of any Terms Agreement or other agreement by the Lead Agent to purchase Notes as principal and prior to the related Time of Delivery if such amendment or supplement is reasonably objected to by the Lead Agent party to such Terms Agreement or so purchasing as principal promptly after reasonable notice thereof or (C) during the period beginning on the Commencement Date and continuing for as long as may be required under applicable law, except as required by law (including reports and other documents required to be filed by the Bank with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act), in the reasonable judgment of TD Securities after consultation with the Bank, in order to offer and sell any Notes in Secondary Market Transactions as contemplated by the Prospectus (the “Secondary Transactions Period”), which shall be disapproved by TD Securities promptly after reasonable notice thereof;

that before preparing, using, authorizing, approving, referring to or filing any Issuer Free Writing Prospectus, the Bank will deliver to the Agents and counsel for the Agents a copy of the proposed Issuer Free Writing Prospectus for review and, except as required by law, will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus to which the Lead Agent reasonably objects;

to prepare, with respect to any Notes to be sold through or to an Agent pursuant to this Agreement, a Pricing Supplement with respect to such Notes in a form previously approved by the Lead Agent and to file such Pricing Supplement (or components thereof, as the case may be) with the Commission within such time as may be required by the Act;

notwithstanding anything in this Agreement to the contrary, for so long as the delivery of a prospectus is required in connection with the offering or sale of the Notes (including, in the case of TD Securities, in any Secondary Market Transactions during the Secondary Transactions Period), to advise the Agents (with confirmation in writing), promptly after it receives notice thereof, of (a) the time when any amendment to the Registration Statement, the Preliminary Prospectus or the Prospectus has been filed or becomes effective or any supplement to the Preliminary Prospectus, the Prospectus or any amendment thereof, or any Issuer Free Writing Prospectus has been filed with the Commission, in each case if not available on the Commission’s Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”), (b) the issuance by the Commission of any stop order or of any order preventing or suspending the effectiveness or the use of any prospectus relating to the Notes or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Act, (c) the suspension of the qualification of the Notes for offering or sale in any jurisdiction, (d) the initiation or threatening of any proceeding for any such purpose, or (e) other than in each case with respect to any report filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, any request by the Commission for the amending or supplementing of the Registration Statement, the Preliminary Prospectus or the Prospectus or for additional information relating to the Notes, the Registration Statement, the Preliminary Prospectus or the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; and

in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any Preliminary Prospectus or the Prospectus relating to the Notes or suspending any such qualification (or if any such action is known to be pending), to use promptly its reasonable best efforts to obtain its withdrawal (or prevent its issuance);

from time to time to take such action as the Lead Agent may reasonably request to qualify the Notes for offering and sale under the securities laws of such states of the United States of America as such Lead Agent may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Notes (including, in the case of TD Securities, in any Secondary Market Transactions during the Secondary Transactions Period), provided that in connection therewith the Bank shall not be required to file a prospectus or equivalent document or to qualify as a foreign corporation or to subject itself to taxation as doing business or to file a general consent to service of process in any jurisdiction;

during the Prospectus Delivery Period (as defined below), to deliver such Agent with copies of the Prospectus as amended or supplemented (other than any Pricing Supplement (except as provided in the Administrative Procedures)) and of each Issuer Free Writing Prospectus in such quantities as such Agent may reasonably request; as used herein, the term “Prospectus Delivery Period” means such period of time within which a prospectus relating to the Notes is required by law to be delivered (or required to be delivered but for Rule 172 under the Act) in connection with sales of the Notes by any Agent or dealer;

(a) if the delivery of a Prospectus is required at any time prior to six months after the time of issue of the Prospectus as amended or supplemented in connection with the offering or sale of the Notes (including Notes purchased from the Bank by such Agent as principal and including, in the case of TD Securities, in any Secondary Market Transactions during the Secondary Transactions Period), and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a Material Fact or omit to state any Material Fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or it shall be necessary during such same period to amend or supplement the Prospectus to comply with the Act, the Exchange Act or, if applicable, the Trust Indenture Act, to notify such Agent and request such Agent, in its capacity as agent of the Bank, to suspend solicitation of offers to purchase Notes from the Bank (and, if so notified, such Agent shall cease such solicitations as soon as practicable, but in any event not later than one business day in New York City later); and if the Bank shall decide to amend or supplement the Registration Statement or the Prospectus as then amended or supplemented, or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Act, the Exchange Act or, if applicable, the Trust Indenture Act, to so advise such Agent promptly by telephone (with confirmation in writing) and to prepare and cause to be filed promptly with the Commission an amendment or supplement to the Registration Statement or the Prospectus as then amended or supplemented that will correct such statement or omission or effect such compliance; provided, however, that if within such period the Bank has sold Notes to one or more Agents as principal pursuant to a Terms Agreement, the Bank shall be required to amend or supplement the Registration Statement or the Prospectus as then amended or supplemented, or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Act, the Exchange Act or, if applicable, the Trust Indenture Act and (B) if at any time prior to the Time of Delivery (i) any event shall occur or condition shall exist as a result of which the Time of Sale Information as then amended or supplemented would include any untrue statement of a Material Fact or omit to state any Material Fact necessary in order to make the statements therein, in the light of the circumstances, not misleading or (ii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Bank will immediately notify the Agents thereof and forthwith prepare and, subject to paragraph (a) above, file with the Commission (to the extent required) and deliver to the Agents and to such dealers as the Agents may designate, such amendments or supplements to the Time of Sale Information as may be necessary so that the statements in the Time of Sale Information as so amended or supplemented will not include any untrue statement of a Material Fact or omit to state any Material Fact necessary in order to make the statements therein, in the light of the circumstances, not misleading or so that the Time of Sale Information will comply with law;

notwithstanding paragraph (ii) above, if during the period specified in such paragraph such Agent continues to own Notes purchased from the Bank by such Agent as principal or such Agent is otherwise required to deliver a prospectus in respect of transactions in the Notes (including, in the case of TD Securities, in any Secondary Market Transactions during the Secondary Transactions Period), to promptly prepare and file with the Commission such an amendment or supplement and deliver without charge to such Agent as many copies as it may from time to time during such period reasonably request of such amendment or supplement; provided, however, that the Bank may elect, upon notice to TD Securities, not to comply with this paragraph (iii) with respect to any Secondary Market Transaction, but only for a period or periods that the Bank reasonably determines are necessary in order to avoid premature disclosure of material, non-public information, unless, notwithstanding such election, such disclosure would otherwise be required under this Agreement. Upon receipt of any such notice, TD Securities shall cease using the Prospectus or any amendment or supplement thereto in connection with Secondary Market Transactions until it receives notice from the Bank that it may resume using such document (or such document as it may be amended or supplemented);

if not available on ▇▇▇▇▇, the Bank will make generally available to its security holders and the Agents as soon as practicable an earning statement that satisfies the provisions of Section 11(a) of the Act and Rule 158 of the Commission promulgated thereunder covering a period of at least twelve months beginning with the first fiscal quarter of the Bank occurring after the “effective date” (as defined in Rule 158) of the Registration Statement;

so long as any Notes are outstanding, if not available on EDGAR, to deliver to such Agent copies of all reports or other communications (financial or other) delivered to stockholders generally, and to deliver to such Agent as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Bank is listed;

that, if required pursuant to the terms of a Terms Agreement, from the date of such Terms Agreement with such Agent or other agreement by such Agent to purchase Notes as principal and continuing to and including the related Time of Delivery, the Bank will not, without the prior written consent of such Agent, offer, sell, contract to sell or otherwise dispose of any debt securities of the Bank which are substantially similar to the Notes except pursuant to this Agreement or any Terms Agreement, or except in an offering of Notes that are not and are not required to be registered under the Act or except in connection with a firm commitment underwriting pursuant to an underwriting agreement that does not provide for a continuous offering of medium-term debt securities (other than in Secondary Market Transactions);

that each acceptance by the Bank of an offer to purchase Notes hereunder (including any purchase from the Bank by such Agent as principal not pursuant to a Terms Agreement), and each execution and delivery by the Bank of a Terms Agreement with such Agent, shall be deemed to be an affirmation to such Agent that the representations and warranties of the Bank contained in or made pursuant to this Agreement are true and correct as of the date of such acceptance or of such Terms Agreement, as the case may be, as though made at and as of such date, and an undertaking that such representations and warranties will be true and correct as of the settlement date for the Notes relating to such acceptance or as of the Time of Sale or the Time of Delivery relating to such sale, as the case may be, as though made at and as of such date (except that such representations and warranties shall be deemed to relate to the Registration Statement, the Prospectus and the Time of Sale Information as amended and supplemented relating to such Notes);

that each time (i) an annual report on Form 40-F of the Bank, or any amendment thereto, is filed with the Commission, (ii) any Report on Form 6-K of the Bank containing annual or interim financial statements is filed with the Commission, (iii) the Registration Statement, the Time of Sale Information or the Prospectus has been amended or supplemented under the Act (other than by an amendment or supplement providing solely for interest rates, maturity dates or other terms of the Notes or similar changes or an amendment or supplement which relates exclusively to an offering of securities other than the Notes), or (iv) the Bank sells Notes to such Agent as principal pursuant to a Terms Agreement and such Terms Agreement specifies the delivery of an opinion or opinions by ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP as a condition to the purchase of Notes pursuant to such Terms Agreement, the Bank shall deliver to such counsel such papers and information as they may reasonably request to enable them to deliver to such Agent the opinion or opinions, dated the date of such report, amendment, supplement or incorporation or the Time of Delivery relating to such sale, as the case may be, in form satisfactory to such Agent, of the same tenor as the opinion or opinions referred to in Section 8(d) hereof;

that reasonably promptly after each time (i) an annual report on Form 40-F of the Bank, or any amendment thereto, is filed with the Commission, (ii) any Report on Form 6-K of the Bank containing annual or interim financial statements is filed with the Commission, (iii) the Registration Statement, the Time of Sale Information or the Prospectus has been amended or supplemented under the Act (other than by an amendment or supplement providing solely for interest rates, maturity dates or other terms of the Notes or similar changes or an amendment or supplement which relates exclusively to an offering of securities other than the Notes), or (iv) the Bank sells Notes to such Agent as principal pursuant to a Terms Agreement and such Terms Agreement specifies the delivery of a written opinion under this Section 5(i) as a condition to the purchase of Notes pursuant to such Terms Agreement, the Bank shall cause ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, Canadian counsel for the Bank, to deliver to such Agent a written opinion, dated the date of such report, amendment, supplement or the Time of Delivery relating to such sale, as the case may be, in form satisfactory to such Agent, to the effect that such Agent may rely on the opinion of such counsel referred to in Section 8(b) hereof which was last delivered to such

that reasonably promptly after each time (i) an annual report on Form 40-F of the Bank, or any amendment thereto, is filed with the Commission, (ii) any Report on Form 6-K of the Bank containing annual or interim financial statements is filed with the Commission, (iii) the Registration Statement, the Time of Sale Information or the Prospectus has been amended or supplemented under the Act (other than by an amendment or supplement providing solely for interest rates, maturity dates or other terms of the Notes or similar changes or an amendment or supplement which relates exclusively to an offering of securities other than the Notes), or (iv) the Bank sells Notes to such Agent as principal pursuant to a Terms Agreement and such Terms Agreement specifies the delivery of a written opinion under this Section 5(j) as a condition to the purchase of Notes pursuant to such Terms Agreement, the Bank shall cause ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, United States counsel for the Bank, and Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as United States special products counsel to deliver to such Agent a written opinion (in the case of ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, an opinion at each of (i), (ii) and (iv) of this Section 5(j)), dated the date of such report, amendment, supplement or incorporation or the Time of Delivery relating to such sale, as the case may be, in form satisfactory to such Agent, to the effect that such Agent may rely on the opinion of such counsel referred to in Section 8(c) hereof which was last delivered to such Agent to the same extent as though it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement, the Prospectus and the Time of Sale Information as amended and supplemented to such date) or, in lieu of such opinion, an opinion of the same tenor as the opinion of such counsel referred to in Section 8(c) hereof but modified to relate to the Registration Statement, the Prospectus and the Time of Sale Information as amended and supplemented to such date;

that reasonably promptly after each time (i) an annual report on Form 40-F of the Bank, or any amendment thereto, is filed with the Commission, (ii) any Report on Form 6-K of the Bank containing annual or interim financial statements is filed with the Commission, (iii) the Registration Statement, the Time of Sale Information or the Prospectus has been amended or supplemented under the Act (other than by an amendment or supplement providing solely for interest rates, maturity dates or other terms of the Notes or similar changes or an amendment or supplement which relates exclusively to an offering of securities other than the Notes), or (iv) the Bank sells Notes to such Agent as principal pursuant to a Terms Agreement and such Terms Agreement specifies the time and date of delivery of a letter under this Section 5(k) as a condition to the purchase of Notes pursuant to such Terms Agreement, the Bank shall cause the Auditors to deliver to such Agent a letter, dated the date of such report, amendment, supplement or incorporation, the Time of Sale or the Time of Delivery relating to such sale, as the case may be, in form satisfactory to such Agent, of the same tenor as the letter referred to in Section 8(e) hereof but modified to relate to the Registration Statement, the Prospectus and the Time of Sale Information as amended or supplemented to the date of such letter; provided, however, that, with respect to any financial information or other matter, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matter made in the letter referred to in Section 8(e) hereof which was last delivered to such Agent;

that reasonably promptly after each time (i) an annual report on Form 40-F of the Bank, or any amendment thereto, is filed with the Commission, (ii) any Report on Form 6-K of the Bank containing annual or interim financial statements is filed with the Commission, (iii) the Registration Statement, the Time of Sale Information or the Prospectus has been amended or supplemented under the Act (other than by an amendment or supplement providing solely for interest rates, maturity dates or other terms of the Notes or similar changes or an amendment or supplement which relates exclusively to an offering of securities other than the Notes), or (iv) the Bank sells Notes to such Agent as principal and the applicable Terms Agreement specifies the delivery of a certificate under this Section 5(l) as a condition to the purchase of Notes pursuant to such Terms Agreement, the Bank shall deliver or cause to be delivered forthwith to such Agent a certificate signed by an authorized officer (with a title of

the Bank acknowledges and agrees that the Agents are acting solely in the capacity of an arm’s length contractual counterparty to the Bank with respect to the offering of Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to the Bank or any other person; additionally, no Agent is advising the Bank or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction; the Bank shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Agents shall have no responsibility or liability to the Bank with respect thereto; any review by the Agents of the Bank, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Agents and shall not be on behalf of the Bank.

Certain Agreements of the Agents. Each Agent hereby represents and agrees that:

it has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus”, as defined in Rule 405 under the Act (which term includes use of any written information furnished to the Commission by the Bank and not incorporated by reference into the Registration Statement and any press release issued by the Bank) other than (i) any Issuer Free Writing Prospectus listed on Schedule II to the applicable Terms Agreement or other agreement in respect of a specific offering of Notes in the form of Schedule II to such Terms Agreement or prepared pursuant to Section 5(a) hereof or (ii) any free writing prospectus prepared by an Agent that contains only descriptions of the terms of the Notes or of the offering of the Notes and (A) is approved by the Bank in advance in writing or (B) that does not reflect the final terms of the Notes and is exempt from the filing requirement pursuant to Rule 433(d)(5)(i) under the Act (the items in this clause (ii), each an “Underwriter Free Writing Prospectus”), it being understood that for purposes of the Agreement any such Underwriter Free Writing Prospectus will not constitute an Issuer Free Writing Prospectus;

it has not and will not distribute any free writing prospectus referred to in clause (a)(i) above in a manner reasonably designed to lead to its broad unrestricted dissemination;

it has not and will not, without the prior written consent of the Bank, use any free writing prospectus that contains the final terms of the Notes unless such terms have previously been included in a free writing prospectus filed with the Commission; provided that Agents may use a term sheet substantially in the form of Schedule III to the applicable Terms Agreement, and a Bloomberg term sheet that contains some or all of the information in Schedule III to such Terms Agreement, without the consent of the Bank; provided further that any Agent using such agreed term sheet shall notify the Bank, and provide a copy of such term sheet to the Bank, prior to, or substantially concurrently with, the first use of such term sheet;

it will, pursuant to reasonable procedures developed in good faith, retain copies of each free writing prospectus used or referred to by it, in accordance with Rule 433 under the Act; and

it is not subject to any pending proceeding under Section 8A of the Act with respect to the offering (and will promptly notify the Bank if any such proceeding against it is initiated during the Prospectus Delivery Period).

Payment of Certain Expenses. The Bank covenants and agrees with each Agent that the Bank will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Bank’s counsel and accountants in connection with the registration of the Notes under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Program Prospectus, any Preliminary Prospectus, the Prospectus, any Pricing Supplements, any Issuer Free Writing Prospectus, any Time of Sale Information and all other amendments and supplements thereto and the mailing and delivering of copies thereof to such Agent; (ii) the reasonable fees and disbursements of the Agents’ counsel for the establishment of each Series; (iii) the cost of printing or producing this Agreement, any Terms Agreement, any Indenture, any blue sky memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Notes; (iv) all expenses in connection with the qualification of the Notes for offering and sale under state securities laws as provided in Section 5(b) hereof, including the fees and disbursements of counsel for the Agents in connection with such qualification and in connection with any blue sky memorandum; (v) any fees charged by securities rating services for rating the Notes; (vi) any filing fees incident to, and the fees and disbursements of counsel for the Agents in connection with, any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Notes; (vii) the cost of preparing the Notes; (vii) the fees and expenses of the Trustee and any agent of the Trustee and any transfer or paying agent of the Bank and the fees and disbursements of counsel for the Trustee or such agent in connection with the Indenture and the Notes; and (ix) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Section 8 hereof, the Agents will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Notes by them, and any advertising expenses connected with any offers of Notes they may make.

Conditions to the Obligations of the Agents. The obligation of any Agent, as agent of the Bank, at any time (“Solicitation Time”) to solicit offers to purchase the Notes from the Bank and the obligation of any Agent to purchase Notes from the Bank as principal, pursuant to any Terms Agreement or otherwise, shall in each case be subject, in such Agent’s discretion, to the condition that all representations and warranties and other statements of the Bank herein (and, in the case of an obligation of an Agent under a Terms Agreement, in or incorporated by reference in such Terms Agreement) are true and correct at and as of the Commencement Date and any applicable date referred to in Section 5(l) hereof that is prior to such Solicitation Time or Time of Delivery, as the case may be, and at and as of such Solicitation Time or at and as of both such Time of Delivery and Time of Agent Purchase, as the case may be (“Time of Agent Purchase” shall mean, with respect to any obligation of an Agent to purchase Notes as principal, the time when the applicable Terms Agreement becomes effective or if there is no Terms Agreement, the time when the Agent otherwise becomes committed to purchase the Notes); the condition that prior to such Solicitation Time or Time of Delivery, as the case may be, the Bank shall have performed all of its obligations hereunder and under any applicable Terms Agreement theretofore to be performed; and the following additional conditions:

(i) the Registration Statement (or if a post-effective amendment thereto is required to be filed under the Act, such post-effective amendment) shall have become effective; no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose or pursuant to Section 8A under the Act shall be pending before or threatened by the Commission; the Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the Commission under the Act (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Act) and in accordance with Section 5(a) hereof; and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Lead Agent; (ii) there shall not have occurred any downgrading in the rating accorded any debt securities of the Bank by S&P Global Ratings or ▇▇▇▇▇’▇ Investors Service, Inc., or any public announcement by either such organization of an intended or potential downgrading; and (iii) there shall have been no material adverse change in the financial condition, earnings, business or operations of the Bank and its subsidiaries, taken as a whole, from that set forth in the Registration Statement, the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus (exclusive of any amendments or supplements thereto prior to the Solicitation Time or Time of Delivery, as the case may be), which, in the reasonable judgment of the Lead Agent, makes it impracticable to proceed with the solicitation by such Agent of offers to purchase Notes from the Bank or the purchase by such Agent of Notes from the Bank as principal, as the case may be, on the terms and in the manner contemplated in the applicable Terms Agreement, Registration Statement, the Time of Sale Information and the Prospectus as first amended or supplemented relating to the Notes to be delivered at the applicable Time of Delivery.

▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, Canadian counsel for the Bank, shall have delivered to such Agent their written opinions, dated the Commencement Date and each applicable date referred to in Section 5(i) hereof that is on or prior to such Solicitation Time or Time of Delivery, as the case may be, subject to such exceptions and qualifications as would be customary, and substantially in the form attached hereto as Annex IV. Notwithstanding the foregoing, such letter delivered on the Commencement Date shall refer to the Program Prospectus in place of the Prospectus.

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, United States counsel for the Bank, and ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as United States special products counsel, shall have delivered to such Agent their written opinions, dated the Commencement Date and each applicable date referred to in Section 5(j) hereof that is on or prior to such Solicitation Time or Time of Delivery, as the case may be, subject to such exceptions and qualifications as would be customary, and substantially in the form attached hereto as Annex V and ▇▇▇▇▇ ▇▇, respectively.

▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Agents, shall have delivered to such Agent their written opinions, dated the Commencement Date and each applicable date referred to in Section 5(h) hereof that is on or prior to such Solicitation Time or Time of Delivery, as the case may be, in form and substance satisfactory to such Agent with respect to the Registration Statement, the Prospectus, the Time of Sale Information, the Notes and such other matters that such Agent may reasonably request.

On the Commencement Date and on each applicable date referred to in Section 5(k) hereof that is on or prior to such Solicitation Time or Time of Delivery, such Agent shall have received, in form and substance reasonably satisfactory to the Agents, from the Auditor, constituting statements and information of the type ordinarily included in accountants’ “comfort letters” to Agents with respect to the financial statements and certain financial information contained in or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus.

On or after the date hereof or of any applicable Terms Agreement there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Toronto Stock Exchange; (ii) a material disruption in securities settlement, payment or clearance services in the United States; (iii) a general moratorium on commercial banking activities in The City of New York or the City of Toronto, declared by either United States federal, New York State, Canadian federal or Ontario provincial authorities, as the case may be; or (iv) an outbreak or escalation of hostilities or other calamity or crisis having an adverse effect on the financial markets of the United States of America, which, in the reasonable judgment of the Lead Agent makes it impracticable to proceed with the solicitation of offers to purchase Notes or the purchase of the Notes from the Bank as principal pursuant to the applicable Terms Agreement or otherwise, as the case may be, on the terms and in the manner contemplated in the Prospectus as first amended or supplemented relating to the Notes to be delivered at the applicable Time of Delivery.

the Bank shall have delivered or caused to be delivered to such Agent a certificate signed by an authorized officer (with a title of “Associate Vice President” or higher) of the Bank dated the Commencement Date and each applicable date referred to in Section 5(l) hereof that is on or prior to such Solicitation Time or Time of Delivery, as the case may be, to the effect set forth in Section 8(a)(i), (ii) and (iii) hereof and to the effect that the representations and warranties of the Bank contained in this Agreement are true and correct as of the Commencement Date or such applicable date, as the case may be, and that the Bank has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or prior to the Commencement Date or such applicable date, as the case may be.

Indemnification and Contribution.

the Bank agrees to indemnify and hold harmless each Agent, its affiliates, directors and officers and each person, if any, who controls any Agent within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a Material Fact contained in the Registration Statement, any Preliminary Prospectus, the Prospectus as amended or supplemented or any amendment or supplement thereto, any Issuer Free Writing Prospectus or Time of Sale

Each Agent agrees, severally and not jointly, to indemnify and hold harmless the Bank, its directors, its officers, its authorized representative or representatives in the United States, and each person, if any, who controls the Bank within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Bank to each Agent, but only with reference to the Agent Information. The Bank hereby acknowledges that the only Agent Information consists of (i) written information furnished to the Bank by such Agent expressly for use in the Registration Statement, any Preliminary Prospectus, the Prospectus as amended or supplemented or any amendment or supplement thereto, any Issuer Free Writing Prospectus or Time of Sale Information and (ii) any statements agreed by the Bank and the Agents in writing (including in any applicable Terms Agreement). The indemnity agreement set forth in this Section 9(b) shall be in addition to any liabilities that the Selling Agents may otherwise have.

In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to either of the two preceding paragraphs, such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding; provided, however, that the failure to notify promptly the indemnifying party will not relieve it from liability unless and to the extent that such failure results in the forfeiture by the indemnifying party of substantial rights or defenses. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (iii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the Agents in the case of parties indemnified pursuant to Section 9(a) and by the Bank in the case of parties indemnified pursuant to Section 9(b). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is an actual or potential party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

If the indemnification provided for in Sections 9(a) and 9(b) hereof is unavailable as a matter of law to an indemnified party in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under either such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Bank on the one hand, and the Agents on the other, from the offering of the

The Bank and the Agents agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if the Agents were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the preceding paragraphs shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 9, no Agent shall be required to contribute any amount in excess of the underwriting commissions received by such Agent in connection with the Notes sold by it. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Agents’ obligations to contribute pursuant to this Section 9 are several in proportion to their respective underwriting commitments. The remedies provided for in this Section 9 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

Agency. Each Agent, in soliciting offers to purchase Notes from the Bank and in performing the other obligations of such Agent hereunder (other than in respect of any purchase by an Agent as principal, pursuant to a Terms Agreement or otherwise), is acting solely as agent for the Bank and not as principal. Each Agent will make reasonable efforts to assist the Bank in obtaining performance by each purchaser whose offer to purchase Notes from the Bank was solicited by such Agent and has been accepted by the Bank, but such Agent shall not have any liability to the Bank in the event such purchase is not consummated for any reason. If the Bank shall default on its obligation to deliver Notes to a purchaser whose offer it has accepted, the Bank shall (i) hold each Agent harmless against any loss, claim or damage arising from or as a result of such default by the Bank and (ii) notwithstanding such default, pay to the Agent that solicited such offer any commission to which it would be entitled in connection with such sale.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Bank and the several Agents, as set forth in Sections 1, 2, 7 and 9 hereof or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any (i) termination of this Agreement or (ii) investigation (or any statement as to the results thereof) made by or on behalf of any Agent or any controlling person of any Agent, or the Bank, or any officer or director or controlling person of the Bank, and shall survive delivery of and payment for any of the Notes.

Suspension or Termination; Additional Agents; Amendments.

The provisions of this Agreement relating to the solicitation of offers to purchase Notes from the Bank may be suspended or terminated at any time by the Bank as to any Agent or by any Agent as to such Agent upon the giving of written notice of such suspension or termination to such Agent or the Bank, as the case may be. In the event of such suspension or termination with respect to any Agent, (x) this Agreement shall remain in full force and effect with respect to any Agent as to which such suspension or termination has not occurred, (y) this Agreement shall remain in full force and effect with respect to the rights and obligations of any party which have previously accrued or which relate to Notes which

The Bank, in its sole discretion, may appoint one or more additional parties to act as Agents hereunder from time to time. Any such appointment shall be made in a writing, in the form of letter attached hereto as ▇▇▇▇▇ ▇▇▇, signed by the Bank and the party so appointed (the “Appointment Letter”). Such appointment shall become effective in accordance with its terms after the execution and delivery of such writing by the Bank and such other party. When such appointment is effective, such other party shall be deemed to be one of the Agents referred to in, and to have the rights and obligations of an Agent under, this Agreement, subject to the terms and conditions of such appointment.

The Bank, in its sole discretion, may increase the aggregate initial offering price of the Notes from time to time without consent of, or notice to, any Agent.

The Bank and any Agent may amend any provision of this Agreement with respect to such Agent without consent of, or notice to, any other Agent. Any such amendment shall be made in a writing signed by the Bank and each Agent that is a party to such amendment. In the event of such amendment, this Agreement shall remain in full force and effect with respect to any Agent that is not a party to such amendment (without giving effect to such amendment with respect to such Agent) unless suspended or terminated with respect to such Agent pursuant to clause (a) of this Section 12.

Default by Agent. The following terms shall apply to any Terms Agreement if provided for therein:

if any Agent shall default in its obligation to purchase the Notes which it has agreed to purchase pursuant to such Terms Agreement, the representatives named in such Terms Agreement may in their discretion arrange for the representatives or another party or other parties to purchase such Notes on the terms provided by such Terms Agreement. If within thirty-six hours after such default by any Agent the representatives do not arrange for the purchase of such Notes, then the Bank shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the representatives to purchase such Notes on such terms. In the event that, within the respective prescribed periods, the representatives notify the Bank that they have so arranged for the purchase of such Notes, or the Bank notifies the representatives that it has so arranged for the purchase of such Notes, the representatives or the Bank shall have the right to postpone the Time of Delivery for a period of not more than seven calendar days, in order to effect whatever changes may thereby be made necessary in the Registration Statement, the Time of Sale Information or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Bank agrees to file promptly any amendments or supplements to the Registration Statement, the Time of Sale Information or the Prospectus which in the representatives’ opinion may thereby be made necessary. The term “Agent” as used with respect to such Terms Agreement shall include any person substituted under this Section 13 (if applicable) with like effect as if such person had originally been a party to such Terms Agreement;

if, after giving effect to any arrangements for the purchase of the Notes of a defaulting Agent or Agents by the representatives and the Bank as provided in subsection (a) above, the aggregate principal amount of such Notes which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Notes covered by such Terms Agreement, then the Bank shall have the right to require each non-defaulting Agent to purchase the principal amount of Notes which such Agent agreed to purchase pursuant to such Terms Agreement and, in addition, to require each non-defaulting Agent to purchase its pro rata share (based on the principal amount of Notes which such Agent agreed to purchase pursuant to such Terms Agreement) of the Notes of such defaulting Agent or Agents for which such arrangements have not been made; but nothing herein shall relieve a defaulting Agent from liability for its default; and

if, after giving effect to any arrangements for the purchase of the Notes of a defaulting Agent or Agents by the Agents and the Bank as provided in subsection (a) above, the aggregate principal amount of Notes pursuant to such Terms Agreement which remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Notes under such Terms Agreement, or if the Bank shall

Notices. All statements, requests, notices and agreements hereunder shall be in writing, and if to the Agents shall be delivered or sent by mail, telex or facsimile transmission to the address of TD Securities (USA) LLC, ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇^▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Transaction Management Group; and to any other Agents at the addresses set forth in their letter of appointment delivered in accordance with Section 12; and if to the Bank shall be delivered to the address of the Bank set forth in the Registration Statement: Attention: General Counsel; provided, however, that any notice to an Agent pursuant to this Agreement shall be delivered or sent by mail or facsimile transmission to such Agent at its address set forth in its Agents’ questionnaire, which address will be supplied to the Bank by such Agent upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

QFC Stay Provisions. In the event that any Agent that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Agent of this Distribution Agreement and each applicable Terms Agreement, and any interest and obligation in or under this Distribution Agreement and each applicable Terms Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Distribution Agreement and each applicable Terms Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Agents are required to obtain, verify and record information that identifies their respective clients, including the Bank, which information may include the name and address of their respective clients, as well as other information that will allow the Agents to properly identify their respective clients.

Successors. This Agreement and any Terms Agreement shall be binding upon, and inure solely to the benefit of, each Agent and the Bank, and to the extent provided in Sections 9 and 11 hereof, the officers and directors of the Bank and each person who controls any Agent or the Bank, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement or any Terms Agreement. No purchaser of any of the Notes through or from any Agent hereunder shall be deemed a successor or assign by reason merely of such purchase.

Jurisdiction. The Bank irrevocably (i) agrees that any legal suit, action or proceeding against the Bank brought by any Agent or by any person who controls any Agent arising out of or based upon this Agreement or any Terms Agreement or the transactions contemplated hereby and thereby may be instituted in any state or federal court in The City of New York (a “New York Court”), (ii) waives, to the fullest extent it may lawfully do so, any objection that it may now or hereafter have to the laying of venue of any such proceeding and (iii) submits to the jurisdiction of such courts in any such suit, action or proceeding. The Bank irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement and any Terms Agreement or the transactions contemplated hereby and thereby that is instituted in any New York Court. The Bank has appointed Mr. ▇▇▇▇▇ ▇▇▇▇▇▇, The Toronto-Dominion Bank, ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇^▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement and any Terms Agreement or the transactions contemplated hereby and thereby that may be instituted in any New York Court by any Agent or by any person who controls any Agent, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Bank represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, which may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Bank shall be deemed, in every respect, effective service of process upon the Bank.

Business Day. Time shall be of the essence in this Agreement and any Terms Agreement. As used herein, “business day” shall mean any day when the Commission’s office in Washington, D.C. is open for business.

Judgment Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the applicable Agents could purchase United States dollars with such other currency in The City of New York on the business day preceding that on which final judgment is given. The obligation of the Bank with respect to any sum due from it to any Agent or any person controlling any Agent shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day following receipt by such Agent or controlling person of any sum in such other currency, and only to the extent that such Agent or controlling person may in accordance with normal banking procedures purchase United States dollars with such other currency. If the United States dollars so purchased are less than the sum originally due to such Agent or controlling person hereunder, the Bank agrees as a separate obligation and notwithstanding any such judgment, to indemnify such Agent or controlling person against such loss. If the United States dollars so purchased are greater than the sum originally due to such Agent or controlling person hereunder, such Agent or controlling person agrees to pay to the Bank an amount equal to the excess of the dollars so purchased over the sum originally due to such Agent or controlling person hereunder.

Governing Law. This Agreement and any Terms Agreement shall be governed by and construed in accordance with the laws of the State of New York.

Counterparts. This Agreement and any Terms Agreement may be executed by any one or more of the parties hereto and thereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement, any Terms Agreement or any document to be signed in connection with this Agreement or any Terms Agreement shall be deemed to include (i) electronic signatures (including electronic signatures covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act, the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law, e.g., ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇), (ii) transmission by telecopy, electronic mail or other transmission methods and (iii) the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.

Accepted as of the date hereof:

TD SECURITIES (USA) LLC

the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any Agent to the Bank or one or more other Agents under this Terms Agreement or the exercise of UK Bail-in Powers by the relevant UK resolution authority in relation to any UK Bail-in Liability of any Agent to the Bank or one or more other Agents under this Terms Agreement. Without limitation, such exercise may include and result in any of the following, or some combination thereof:

the reduction of all, or a portion, of the BRRD Liability or UK Bail-in Liability, as the case may be, or outstanding amounts due thereon;

the conversion of all, or a portion, of the BRRD Liability or UK Bail-in Liability, as the case may be, into shares, other securities or other obligations of such Agent or another person, and the issue to or conferral on one or more of the Bank or another Agent of such shares, securities or obligations;

the cancellation of the BRRD Liability or UK Bail-in Liability, as the case may be;

the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and

the variation of the terms of this Terms Agreement, as deemed necessary by the relevant BRRD resolution authority or relevant UK resolution authority, as the case may be, to give effect to the exercise of Bail-in Powers by the relevant BRRD resolution authority or UK Bail-in Powers by the relevant UK resolution authority, as the case may be.

Accepted as of the date hereof:

TD SECURITIES (USA) LLC

[As representative of the Agents named in Schedule V hereto]

Time of Sale Information

Pricing Information Provided Orally by the Agent[s]

[A credit rating is not a recommendation to buy, sell or hold securities, and it may be subject to revision or withdrawal at any time by the assigning rating organization.]

Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in one business day, unless the parties to such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the pricing date or the next [ ] succeeding business day[s] will be required, by virtue of the fact that the Notes initially will settle in [ ] business days (T+[ ]), to specify alternative settlement arrangements to prevent a failed settlement.]

TD Securities (USA) LLC

[Name]

[Name]

[Name]

[Name]

Name of Agent

[ ]

[ ]

Total

Time

CONFIRMED AND ACCEPTED:

as of the date first above written

[Agent]

[to be delivered on a Time of Delivery – the Bank is a bank listed on a Schedule I of the Bank Act (Canada) and has the corporate power to create, issue and sell the Notes] [to be delivered on other dates – the Bank is a bank listed on Schedule I bank of the Bank Act (Canada) and has the corporate power to create each Series and to create, issue and sell the Notes];

[to be delivered on a Time of Delivery – the issue, sale and delivery of the Notes have been duly authorized by the Bank and all necessary corporate action has been taken by the Bank to validly issue the Notes][to be delivered on other dates – the creation of each Series has been duly authorized by the Bank and when the terms of particular Notes and the issuance and sale of such Notes have been duly authorized by all necessary corporate action in conformity with the Indenture, and when such Notes have been duly executed, authenticated and issued in accordance with the Indenture and delivered against payment in accordance with this Agreement and any applicable Terms Agreement, such Notes will be validly issued and to the extent validity of the Notes is a matter governed by the laws of the Province of Ontario or the laws of Canada applicable therein, will be valid obligations of the Bank];

[to be delivered on a Time of Delivery –this Agreement and any applicable Terms Agreement have been duly authorized, executed and, to the extent delivery is a matter governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, delivered by the Bank][to be delivered on other dates – this Agreement has been duly authorized, executed and, to the extent delivery is a matter governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, delivered by the Bank];

the Indenture has been duly authorized, executed and, to the extent delivery is a matter governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, delivered by the Bank and, with respect to the provisions thereof governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, constitutes a legal, valid and binding obligation of the Bank enforceable against it in accordance with its terms;

[to be delivered on a Time of Delivery – the execution and delivery by the Bank of, and the performance by the Bank of its obligations under this Agreement, any applicable Terms Agreement, the Indenture and the Notes do not contravene any existing provision of applicable law or result in a breach (whether after notice or lapse of time or both) of any of the terms, conditions or provisions of the Bank Act (Canada) or the by-laws of the Bank][to be delivered on other dates – the execution and delivery by the Bank of, and the performance by the Bank of its obligations under this Agreement and the Indenture do not contravene any existing provision of applicable law or result in a breach (whether after notice or lapse of time or both) of any of the terms, conditions or provisions of the Bank Act (Canada) or the by-laws of the Bank];

[to be delivered on a Time of Delivery – no registration, filing or recording of the Indenture under the laws of the Province of Ontario and the federal laws of Canada applicable therein is necessary in order to preserve or protect the validity or enforceability of the Indenture or the Notes][to be delivered on other dates – no registration, filing or recording of the Indenture under the laws of the Province of Ontario and the federal laws of Canada applicable therein is necessary in order to preserve or protect the validity or enforceability of the Indenture];

[to be delivered on a Time of Delivery – no consent, approval or authorization of, or registration, recordation or filing with, any governmental body or agency in Canada is required on the part of the Bank pursuant to the laws of the Province of Ontario and the federal laws of Canada applicable therein for the issuance and sale by the Bank of the Notes to such Agent pursuant to this Agreement, any applicable Terms Agreement and the Indenture, except such as have been obtained under the Bank Act (Canada)] [to be delivered on other dates – no consent, approval or authorization of, or registration, recordation or filing with, any governmental body or agency in Canada is required on the part of the Bank pursuant to the laws of the Province of Ontario and the federal laws of Canada applicable therein for the issuance and sale by the Bank of the Notes pursuant to this Agreement and the Indenture, except such as have been obtained under the Bank Act (Canada)];

[to be delivered on a Time of Delivery – the issue and sale of the Notes by the Bank, the execution, delivery and compliance by the Bank with all the provisions of this Agreement and any applicable Terms Agreement and the execution and delivery by the Bank of the Indenture and the Notes will not breach or result in a default under, or result in the creation or imposition of any lien or encumbrance upon any property or assets of the Bank or any of its subsidiaries, pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument identified on the annexed Schedule I][to be delivered on other dates – the issue and sale of the Notes by the Bank, the execution, delivery and compliance by the Bank with all the provisions of the Distribution Agreement and the execution and delivery by the Bank of the Indenture will not breach or result in a default under, or result in the creation or imposition of any lien or encumbrance upon any property or assets of the Bank or any of its subsidiaries, pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument identified on the annexed Schedule I];

the statements in the Prospectus under the caption “Tax Consequences—Canadian Taxation”, insofar as such statements constitute a summary of the Canadian federal income tax laws referred to therein, are a fair and accurate summary of such laws in all material respects, subject to the assumptions, limitations and qualifications stated or referred to in such Prospectus;

[to be delivered on a Time of Delivery – a court of competent jurisdiction in the Province of Ontario (an “Ontario Court”) would give effect to the choice of the law of the State of New York (“New York Law”) as the proper law governing the Indenture and the Notes (other than, in each case, those provisions governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein), this Agreement and any applicable Terms Agreement, provided that (i) such choice of law is bona fide (in the sense that it was not made with a view to avoiding the consequences of the laws of any other jurisdiction), (ii) such choice of law is not contrary to public policy (“Public Policy”), as that term is understood under the laws in the Province of Ontario and the federal laws of Canada applicable therein (“Ontario Law”) and (iii) an Ontario Court may, in its discretion, refuse to give effect to such choice of law if New York is not a clearly more appropriate forum][to be delivered on other dates – a court of competent jurisdiction in the Province of Ontario (an “Ontario Court”) would give effect to the choice of the law of the State of New York (“New York Law”) as the proper law governing the Indenture (other than those provisions governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein) and this Agreement, provided that (i) such choice of law is bona fide (in the sense that it was not made with a view to avoiding the consequences of the laws of any other jurisdiction), (ii) such choice of law is not contrary to public policy (“Public Policy”), as that term is understood under the laws of the Province of Ontario and the federal laws of Canada applicable therein (“Ontario Law”) and (iii) an Ontario Court may, in its discretion, refuse to give effect to such choice of law if New York is not a clearly more appropriate forum];

[to be delivered on a Time of Delivery – in an action on a final and conclusive judgment in personam of any state or federal court sitting in The City of New York, New York (a “New York Court”) that is not impeachable as void or voidable under New York Law, an Ontario Court would recognize the validity of the appointment by the Bank of [•] as its agent for service in the United States of America under the Indenture, the Notes, this Agreement and any applicable Terms Agreement and give effect to the provisions in the Indenture, the Notes, this Agreement and any applicable Terms Agreement whereby the Bank has submitted to the jurisdiction of a New York Court, provided that an Ontario Court may, in its discretion, refuse to give effect to such submission if New York is not clearly a more appropriate forum][to be delivered on other dates – in an action on a final and conclusive judgment in personam of any state or federal court sitting in The City of New York, New York (a “New York Court”) that is not impeachable as void or voidable under New York Law, an Ontario Court would recognize the validity of the appointment by the Bank of [•] as its agent for service in the United States of America under the Indenture and this Agreement and give effect to the provisions in the Indenture and this Agreement whereby the Bank has submitted to the jurisdiction of a New York Court, provided that an Ontario Court may, in its discretion, refuse to give effect to such submission if New York is not clearly a more appropriate forum];

[to be delivered on a Time of Delivery – if the Indenture (to the extent the Indenture is governed by New York Law), the Notes, this Agreement or any applicable Terms Agreement are sought to be enforced in the Province of Ontario in accordance with the laws applicable thereto as chosen by the parties, namely New York Law, an Ontario Court would, subject to the qualifications set out in paragraph (j) above, recognize the choice of New York Law, and apply such law, provided that in any such proceeding, and notwithstanding the parties’ choice of law, the Ontario Court (a) will not take judicial notice of the provisions of New York Law but will only apply

[to be delivered on a Time of Delivery – an Ontario Court would give a judgment based upon a final and conclusive judgment in personam of a New York Court that is subsisting and unsatisfied respecting the enforcement of the Indenture, the Notes, this Agreement and any applicable Terms Agreement that is not impeachable as void or voidable under New York Law for a sum certain (the “Foreign Judgment”) without reconsideration of the merits, provided that (A) the New York Court had jurisdiction over the subject matter and the parties to such agreements as recognized by the Ontario Court and the New York Court (although submission by the Bank to the jurisdiction of the New York Court pursuant to the Indenture, the Notes, this Agreement and any Terms Agreement will be sufficient for this purpose); (B) no new admissible evidence, right or defense relevant to the action accrues or is discovered prior to the rendering of a judgment by the Ontario Court; (C) an action to enforce the Foreign Judgment is commenced in the Ontario Court within any applicable limitation period; (D) the Ontario Court has discretion to stay or decline to hear an action on the Foreign Judgment if the Foreign Judgment is under appeal, or there is another subsisting judgment in any jurisdiction relating to the same cause of action as the Foreign Judgment; and (E) the Ontario Court will render judgment only in Canadian dollars; subject to the following defenses: (i) the Foreign Judgment was obtained by fraud or in a manner contrary to the principles of natural justice; (ii) the Foreign Judgment is for a claim which under Ontario Law would be characterized as based on a foreign revenue, expropriatory, penal or other public law; (iii) the Foreign Judgment is contrary to Public Policy or to an order made by the Attorney General of Canada under the Foreign Extraterritorial Measures Act (Canada) or by the Competition Tribunal under the Competition Act (Canada) in respect of certain judgments referred to therein; or (iv) the Foreign Judgment has been satisfied or is void or voidable under New York Law][to be delivered on other dates – an Ontario Court would give a judgment based upon a final and conclusive judgment in personam of a New York Court that is subsisting and unsatisfied respecting the enforcement of the Indenture and this Agreement that is not impeachable as void or voidable under New York Law for a sum certain (the “Foreign Judgment”) without reconsideration of the merits, provided that (A) the New York Court had jurisdiction over the subject matter and the parties to such agreements as recognized by the Ontario Court and the New York Court (although submission by the Bank to the jurisdiction of the New York Court pursuant to the Indenture and this Agreement will be sufficient for this purpose); (B) no new admissible evidence, right or defense relevant to the action accrues or is discovered prior to the rendering of a judgment by the Ontario Court; (C) an action to enforce the Foreign Judgment is commenced in the Ontario Court within any applicable limitation period; (D) the Ontario Court has discretion to stay or decline to hear an action on the Foreign Judgment if the Foreign Judgment is under appeal, or there is another subsisting judgment in any jurisdiction relating to the same cause of action as the Foreign Judgment; and (E) the Ontario Court will render judgment only in Canadian dollars; subject to the following defenses: (i) the Foreign Judgment was obtained by fraud or in a manner contrary to the principles of natural justice; (ii) the Foreign Judgment is for a claim which under Ontario Law would be characterized as based on a foreign revenue, expropriatory, penal or other public law; (iii) the Foreign Judgment is contrary to Public Policy or to an order made by the Attorney General of Canada under the Foreign Extraterritorial Measures Act (Canada) or by the Competition Tribunal under the Competition Act (Canada) in respect of certain judgments referred to therein; or (iv) the Foreign Judgment has been satisfied or is void or voidable under New York Law.

The Indenture has been duly executed and delivered by the Bank in accordance with the law of the State of New York and duly qualified under the U.S. Trust Indenture Act of 1939, as amended, and, assuming that the Indenture is the valid and legally binding obligation of the Trustee, the Indenture constitutes a valid and legally binding obligation of the Bank enforceable against the Bank in accordance with its terms; provided that we express no opinion with respect to Section 1.02 of the First Supplemental Indenture or the provisions of the Indenture relating to the Bail-in Regime (as such term is defined in the Indenture) that, under the terms of the Indenture, are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein;

[to be delivered on a Time of Delivery – This Agreement and any applicable Terms Agreement have been duly executed and delivered by the Bank in accordance with the law of the State of New York] [to be delivered on other dates – This Agreement has been duly executed and delivered by the Bank in accordance with the law of the State of New York];

[to be delivered on a Time of Delivery – The issue and sale of the Notes by the Bank, the execution, delivery and compliance by the Bank of this Agreement and any applicable Terms Agreement and the execution and delivery by the Bank of the Indenture will not breach or result in a default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument identified on the annexed Schedule I, nor will such actions violate any U.S. federal or New York State statute or any rule or regulation that has been issued pursuant to any U.S. federal or New York State statute, except that it is understood that no opinion is given in this paragraph (c) with respect to any U.S. federal or state securities law or any rule or regulation issued pursuant to any U.S. federal or state securities law] [to be delivered on other dates – The issue and sale of the Notes by the Bank, the execution, delivery and compliance by the Bank of this Agreement and the execution and delivery by the Bank of the Indenture will not breach or result in a default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument identified on the annexed Schedule I, nor will such actions violate any U.S. federal or New York State statute or any rule or regulation that has been issued pursuant to any U.S. federal or New York State statute, except that it is understood that no opinion is given in this paragraph (c) with respect to any U.S. federal or state securities law or any rule or regulation issued pursuant to any U.S. federal or state securities law];

[to be delivered on a Time of Delivery – No consent, approval, authorization or order of, or registration or qualification with, any U.S. federal or New York State governmental agency or body or, to our knowledge, any U.S. federal or New York State court is required for the issue and sale of the Notes by the Bank, the execution, delivery and performance by the Bank of this Agreement and any applicable Terms Agreement and the execution and delivery by the Bank of the Indenture, except that it is understood that no opinion is given in this paragraph (d) with respect to any U.S. federal or state securities law or any rule or regulation issued pursuant to any U.S. federal or state securities law] [to be delivered on other dates – No consent, approval, authorization or order of, or registration or qualification with, any U.S. federal or New York State governmental agency or, to our knowledge, any U.S. federal or New York State court is required for the issue and sale of the Notes by the Bank, the execution, delivery and performance by the Bank of this Agreement and the execution and delivery by the Bank of the Indenture, except that it is understood that no opinion is given in this paragraph (d) with respect to any U.S. federal or state securities law or any rule or regulation issued pursuant to any U.S. federal or state securities law];

The Registration Statement has become effective under the Securities Act and, to our knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or threatened by the Commission;

[to be delivered on a Time of Delivery – The Notes have been duly issued by the Bank in accordance with the law of the State of New York and, assuming due authentication thereof by the Trustee, and upon payment and delivery in accordance with this Agreement and any applicable Terms Agreement, the Notes will constitute valid and legally binding obligations of the Bank enforceable against the Bank in accordance with their terms and entitled to the benefits of the Indenture; provided that we express no opinion with respect to Section 1.02 of the First Supplemental Indenture or the provisions of the Notes relating to the Bail-in Regime (as such term is

[to be delivered on a Time of Delivery – The statements made in the Time of Sale Information and the Prospectus under the captions “Terms of the Notes,” “Description of the Notes We May Offer” and “Description of the Debt Securities,” (including, in the case of the Time of Sale Information, the information set forth in the applicable term sheet), insofar as they relate to the Notes and purport to constitute summaries of certain terms of the documents referred to therein, constitute accurate summaries of such terms in all material respects; provided that we express no opinion with respect to Section 1.02 of the First Supplemental Indenture or the provisions of the Notes relating to the Bail-in Regime (as such term is defined in the Indenture) that, under the terms of the Notes, are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein] [to be delivered on other dates –The statements made in the Prospectus under the captions “Description of the Notes We May Offer” and “Description of the Debt Securities,” insofar as they relate to the Notes and purport to constitute summaries of certain terms of the documents referred to therein, constitute accurate summaries of such terms in all material respects (subject to the insertion of information regarding the maturity dates, interest rates and other terms of Notes that are to be described in term sheets and pricing supplements to the [Prospectus], it being understood for the avoidance of doubt that we express no opinion herein with respect to the final terms of any Notes, the final pricing or distribution terms of the offering of any Notes or information based upon or derived therefrom or any information in any future supplement or amendment to the [Prospectus]); provided that we express no opinion with respect to Section 1.02 of the First Supplemental Indenture or the provisions of the Notes relating to the Bail-in Regime (as such term is defined in the Indenture) that, under the terms of the Notes, are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein];

[to be delivered on a Time of Delivery – The statements made in each of the Time of Sale Information and the Prospectus under the caption “Tax Consequences—United States Taxation” (including the statements made in the Prospectus Supplement under the caption “Tax Consequences—United States Taxation”), insofar as they relate to the Notes and purport to constitute summaries of certain provisions of U.S. federal income tax law and regulations or legal conclusions with respect thereto, constitute accurate summaries of such matters in all material respects] [to be delivered on other dates – The statements made in the Prospectus under the caption “Tax Consequences—United States Taxation” (including the statements made in the Prospectus Supplement under the caption “Tax Consequences—United States Taxation”), insofar as they relate to the Notes and purport to constitute summaries of certain provisions of U.S. federal income tax law and regulations or legal conclusions with respect thereto, constitute accurate summaries of such matters in all material respects];

The Bank is not an “investment company” within the meaning of and subject to regulation under the U.S. Investment Company Act of 1940, as amended; and

Assuming that such submission to jurisdiction is valid under Canadian law, under the federal law of the United States and the law of the State of New York relating to submission to personal jurisdiction, the Bank has validly submitted to the personal jurisdiction of the U.S. federal and New York State courts in The City of New York in any suit, action or proceeding arising out of or relating to this Agreement or any related terms agreement pursuant to [Section 17] hereof and has validly appointed Mr. ▇▇▇▇▇ ▇▇▇▇▇▇ as its authorized agent for the purpose described in [Section 17] hereof.

such counsel advises the Agents that each of the Registration Statement, as of the date it first became effective under the Securities Act and the Prospectus, as of [•], 20[•], appeared, on its face, to be appropriately responsive, in all material respects, to the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, except that in each case (i) such counsel assumes that the terms of the Notes and any other information relevant to the offering thereof will be included in the applicable prospectus supplement or term sheet delivered to investors in such Notes and (ii) such counsel expresses no view with respect to the financial statements or other financial, accounting or statistical data contained in, incorporated by reference in, or omitted from, the Registration Statement, the Prospectus or the Exchange Act Documents; and

nothing has come to such counsel’s attention that causes it to believe that (a) the Registration Statement (including the Exchange Act Documents and the Prospectus deemed to be a part thereof), as of [•], 20[•] contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading[, (b) the Pricing Disclosure Package (including the Exchange Act Documents), as of the time of the pricing of the offering of such Notes on [•], 20[•] contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading,] or (b)[(c)] the Prospectus (including the Exchange Act Documents), as of [•], 20[•], contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that (i) such counsel assumes that the terms of the Notes and any other information relevant to the offering thereof will be included in the applicable prospectus supplement or term sheet delivered to investors in such Notes and (ii) such counsel expresses no belief in either clause [(a) or (b)][(a), (b) or (c)] above with respect to the financial statements or other financial, accounting or statistical data contained in, incorporated by reference in, or omitted from, the Registration Statement, the Prospectus or the Exchange Act Documents.

The Indenture constitutes a legal, valid and binding agreement of the Bank, enforceable against the Bank in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or other laws relating to or affecting creditors’ rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended.

[to be delivered on a Time of Delivery – When the Notes have been duly authorized and executed by the Bank and, when the Notes have been duly executed, authenticated and delivered by the Trustee in the manner contemplated in the Indenture and paid for by, and sold to, the Agent pursuant to the Distribution Agreement and any applicable Terms Agreement (as such term is defined in the Distribution Agreement), the Notes will be legal, valid and binding obligations of the Bank, enforceable against the Bank in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or other laws relating to or affecting creditors’ rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and will be entitled to the benefits provided by the Indenture.]

The execution and delivery by the Bank of the Indenture, the Distribution Agreement and any accession letter does not, and the compliance by the Bank with the provisions of such documents do not result in a violation of any Applicable Law. “Applicable Law” means the federal law of the United States of America, and the law of the State of New York (including the rules or regulations promulgated thereunder or pursuant thereto, but not including any statutes, ordinances, administrative decisions, rules or regulations of any political subdivision of the State of New York), that a New York lawyer exercising customary professional diligence would reasonably be expected to recognize as being applicable to any of the foregoing documents, or the transactions governed by such documents.

The submission by the Company to the non-exclusive jurisdiction of the New York Courts is effective, and the appointment of the authorized agent for service of process identified in and pursuant to the Distribution Agreement is binding on the Company.

The statements in the Base Prospectus under the heading “Benefit Plan Investor Considerations” and in the Product Prospectus Supplements listed above under the heading “Certain Benefit Plan Considerations” to the extent such statements summarize material consequences under the U.S. Employee Retirement Income Security Act of 1974, as amended, and the statements in the Base Prospectus and each Product Prospectus Supplement under the heading “Tax Consequences — United States Taxation” and “Supplemental Discussion of U.S. Federal Income Tax Consequences”, as applicable, to the extent such statements summarize material tax consequences under the Internal Revenue Code of 1986, as amended, of the purchase, beneficial ownership and disposition of the Notes to the holders thereof described therein, are correct in all material respects.

The statements in the Base Prospectus, insofar as they relate to the Indenture, Distribution Agreement and any accession letter (the “Transaction Documents”) or the Notes, under the headings “Description of the Debt Securities” and “Plan of Distribution (Conflicts of Interest)” and the statements in the Prospectus Supplement(s) and the Product Prospectus Supplement(s), except, in each case, those relating to the Canadian tax treatment of the Notes, to the extent such statements summarize material terms of the Notes and the Transaction Documents, are correct in all material respects.

The Bank is not required to be registered under the Investment Company Act of 1940, as amended.