Asset Securitization Programs

By their very nature, these forward-looking statements require TD, the Depositor or the Issuing Entity, as applicable, to make assumptions and are subject to inherent risks and uncertainties, general and specific. Especially in light of the uncertainty related to the physical, financial, economic, political and regulatory environments, such risks and uncertainties – many of which are beyond TD, the Depositor or the Issuing Entity’s control and the effects of which can be difficult to predict – may cause actual results to differ materially from the expectations expressed in the forward-looking statements. Risk factors that could cause, individually or in the aggregate, such differences include: credit, market (including equity, commodity, foreign exchange, and interest rate), liquidity, operational (including technology and infrastructure), reputational, insurance, strategic, regulatory, legal, environmental, capital adequacy, and other risks. Examples of such risk factors include the general business and economic conditions in the regions in which TD, the Depositor or the Issuing Entity operates (including capital markets activity, the rate of inflation, unemployment levels and relative interest rates); the ability of TD, the Depositor or the Issuing Entity to execute on key priorities and generate new receivables, including, with respect to TD, to successfully complete acquisitions, business retention, and strategic plans and to attract, develop and retain key executives; disruptions in or attacks (including cyber-attacks) on information technology, internet, network access or other voice or data communications systems or services; the evolution of various types of fraud or other criminal behaviour; the failure of third parties to comply with their obligations to TD or its affiliates, including relating to the care and control of information; the impact of new and changes to, or application of, current laws and regulations, including without limitation, tax laws, risk-based capital guidelines and liquidity regulatory guidance; the overall difficult litigation environment, including in the United States; increased competition, including through internet and mobile banking and other non-traditional competitors; changes to TD’s credit ratings; changes in currency and interest rates; increased funding costs for credit due to market illiquidity, competition for funding and market volatility; critical accounting estimates and changes to accounting standards, policies, and methods used by TD, the Depositor or the Issuing Entity; existing and potential international debt crises; and the occurrence of natural and unnatural catastrophic events and claims resulting from such events. TD, the Depositor and the Issuing Entity caution that the preceding list is not exhaustive of all possible risk factors and other factors could also adversely affect TD, the Depositor or the Issuing Entity’s results. All such factors should be considered carefully, as well as other uncertainties and potential events, and the inherent uncertainty of forward-looking statements, when making decisions with respect to TD, the Depositor or the Issuing Entity and TD, the Depositor and the Issuing Entity caution you not to place undue reliance on TD, the Depositor or the Issuing Entity’s forward-looking statements.

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None of TD, the Depositor, the Issuing Entity or any of their respective affiliates will be liable for any computer viruses or malicious code in this Website introduced into this Website by someone other than us or any other problems experienced by you due to causes beyond our control.

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No liability whatsoever is or will be accepted by TD, the Depositor, the Issuing Entity or their respective affiliates for any loss or damage howsoever arising from any use of this Website or its contents. Except as may be otherwise expressly provided by written agreement between you and TD, none of TD, the Depositor, the Issuing Entity, or any of their respective affiliates will have tort, contract or any other liability to you or any third party arising in connection with the use of this Website, or reliance on any information or services provided in this Website. None of TD, the Depositor, the Issuing Entity, or any of their respective affiliates will under any circumstances be liable to you or any third party, regardless of the form of action, for any lost profits or lost opportunity, or any indirect, special, consequential, incidental or punitive damages whatsoever, even if TD, the Depositor, the Issuing Entity, or any of their respective affiliates have been advised of the possibility of such loss or damages.

The parties agree that the limitations and exclusions set out in this clause are reasonable having regard to all the relevant circumstances and the levels of risk associated with each party's obligations under these Terms and Conditions.

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