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Evergreen Credit Card Trust – Terms and Conditions of Access

PLEASE READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS. BY ACCESSING THIS WEBSITE AND THE INFORMATION CONTAINED HEREIN, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS BELOW. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS THIS WEBSITE OR ANY OF THE INFORMATION CONTAINED HEREIN.

Access to and use of this Website. The information and data contained herein is intended solely for your benefit and for your internal informational use only and may not be reproduced, disseminated or distributed in whole or in part at any time, in any manner or for any purpose, without obtaining the prior written consent of The Toronto-Dominion Bank (TD) in each specific instance. The distribution of material on this Website may be restricted by local law in certain jurisdictions and failure to comply with such restrictions may constitute a violation of the laws of any such jurisdiction. Persons accessing this Website should inform themselves about, and observe, any such restrictions.

You may not engage in any activities related to this Website that are contrary to any applicable law or regulation or the terms of any agreements between you and TD. The Website may contain other proprietary notices and copyright information, the terms of which must be observed and followed.

Neither this Website nor anything contained herein shall constitute an invitation or recommendation to invest or otherwise deal in, or an offer to sell or the solicitation of an offer to buy or subscribe for, any of the securities referred to on this Website (Securities). There shall be no offer or sale of any Securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to qualification under the securities laws of such state or jurisdiction. Any products or services mentioned herein shall only be available subject to local legal and regulatory requirements. Nothing in the Website constitutes an offer of securities for sale in the United States. The Securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended (Securities Act). The Securities have not been, and it is not intended that the Securities will be, registered under the Securities Act or any U.S. state securities laws. You may neither access this Website nor trade in the Securities unless you are either (a) not a 'U.S. person' (as that term is defined in Regulation S under the Securities Act) and are not in the United States (as that term is defined in Regulation S under the Securities Act) or (b) a 'qualified institutional buyer' (as that term is defined in Rule 144A under the Securities Act).

If you are a resident of the United Kingdom, you confirm that you are a person who (i) has professional experience in matters relating to investments or (ii) is a high net worth entity falling within Article 49(2)(A) to (D) of the Financial Services and Markets Act (Financial Promotion) Order 2005. If you do not satisfy either (i) or (ii) you should not access this Website.

You agree that you have not made and will not make any offer of Securities other than in accordance with applicable law and regulation.

You should read all of the offering materials, including the offering memorandum, related to an offering of Securities before you purchase any such Securities. Prospective investors should consult their own financial and legal advisors about risks associated with investment in a particular issue of Securities and the suitability of investing in such Securities in light of their particular circumstances.

Forward-Looking Statements. Material on this Website may contain statements that constitute forward-looking statements. All such statements are made pursuant to the “safe harbour” provisions of, and are intended to be forward-looking statements under, applicable Canadian and U.S. securities legislation, including the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements made in this Website regarding TD, Evergreen Funding Limited Partnership (Depositor), Evergreen Credit Card Trust (Issuing Entity) and/or their respective affiliates.

Forward-looking statements are typically identified by words such as “will,” “should,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “plan,” “may” and “could”.

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.

Any forward-looking statements contained in this Website are presented only as of the date indicated. None of TD, the Depositor, or the Issuing Entity or any other person undertakes to update any forward-looking statements that may be made from time to time by or on its behalf, except as required under applicable securities legislation.

Acknowledgements and Disclaimers

By accessing this Website and the information contained here, you acknowledge and agree to the following:

Regulation S / Rule 144A. You are either (a) not a 'U.S. person' (as that term is defined in Regulation S under the Securities Act) and are not in the United States (as that term is defined in Regulation S under the Securities Act) or (b) a 'qualified institutional buyer' (as that term is defined in Rule 144A under the Securities Act).

No Duty to Update or Correct Materials. The materials included on this Website are historical in nature and only current and accurate as of the date of the materials. Neither TD nor any other party has any duty to maintain or update any material on this Website, except as required under applicable securities legislation. Historic performance information is no indication of future performance.

Changes to Materials. TD may remove or make changes to the materials available on this Website at any time without notice to or consent from any other party.

Offering Documents. Any final offering memoranda or other offering materials (Offering Documents) posted on the Website are provided solely for your convenience to generally describe the terms of the transaction described therein and does not constitute an invitation or recommendation to invest or otherwise deal in, or an offer to sell or the solicitation of an offer to buy or subscribe for, any security.
You should not assume that the information contained or incorporated by reference in any Offering Document is accurate as of any date other than the respective date set forth therein or the date of the information incorporated therein.

Offering Documents and other information contained in the Website may not be distributed (whether in whole or in part) to or used by any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation.

TD Positions. TD may have its own interests in relation to the Issuing Entity or transactions mentioned on the Website.

Disclaimer of Advice. This Website does not purport to provide any financial, investment, tax, accounting or legal advice or recommendation.

Discontinuance and Disruption of Service. TD or its suppliers may discontinue the Website at any time. Also, access to this Website may from time to time be unavailable, delayed, limited or slowed due to, among other things:

  • hardware failure, including among other things, failures of computers (including your own computer), servers, networks, telecommunication lines and connections, and other electronic and mechanical equipment;
  • software failure, including among other things, bugs, errors, viruses, configuration problems, incompatibility of systems, utilities or applications, the operation of firewalls or screening programs, unreadable codes, or irregularities within particular documents or other content;
  • overload of system capacities;
  • damage caused by severe weather, earthquakes, wars, insurrection, riots, terrorism, civil commotion, act of God, accident, fire, water damage, explosion, mechanical breakdown or natural disasters;
  • interruption (whether partial or total) of power supplies or other utility of service;
  • strike or other stoppage (whether partial or total) of labor;
  • governmental or regulatory restrictions, exchange rulings, court or tribunal orders or other human intervention; or
  • any other cause (whether similar or dissimilar to any of the foregoing) whatsoever beyond our control.

If access to this Website is unavailable, delayed or limited, or if this Website does not operate quickly and efficiently, you may be unable to retrieve information on a timely basis.

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.

Click Through. Any acknowledgment, agreement or other type of click through button on the Website that is selected to evidence agreement or an acknowledgement shall have the same force and validity as a paper copy of an agreement that has been manually signed and delivered.

Unauthorized Use

Unauthorized use of this Website including but not limited to unauthorized entry into such entities' systems, or misuse of any information posted to the Website, is strictly prohibited.

Limitation of Liability

The material on this Website has no regard to the specific investment objectives, financial situation or particular needs of any recipient. The information is historical in nature and should not be relied on when making any investment decision.

None of TD, the Depositor, the Issuing Entity, their respective affiliates, or any third party data providers are responsible for any errors in or omissions from the information contained in or accessed through the Website (including all information, tools and materials contained on the Website).

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.

Governing Law

These Terms and Conditions and any non-contractual obligations arising out of or in conjunction with this Website, will be governed by, and construed in accordance with, the laws of the Province of Ontario, Canada, and Ontario courts will have jurisdiction to settle any disputes which may arise in connection with these Terms and Conditions.

I ACKNOWLEDGE AND CONFIRM THAT I HAVE READ, UNDERSTAND AND ACCEPT THE ABOVE TERMS AND CONDITIONS.

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