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J.R. SMITH, CLERK IM Bank APPENDIX XXI TD DATA TRANSMISSION SERVICES This Appendix is incorporated by reference into the parties' Cash Management Master Agreement and applies to TD Data Transmission Services made available to Customer by Bank or Bank's third-party service provider. All capitalized terms used herein without definition shall have the meanings given to them in the Cash Management Master Agreement. Except as otherwise expressly provided in this Appendix,to the extent that this Appendix is inconsistent with the provisions of the Cash Management Master Agreement,this Appendix and any amendment hereto from time to time shall control,but only to the extent necessary to resolve such conflict. TERMS AND CONDITIONS 1. Services. The Data Transmission Services(the 2.4 To begin transmission by FTP, Bank "Services')provide Customer with the ability to exchange will establish Customer's access to Bank's FTP server. information files with Bank's (or its third-party service Bank will provide Customer with the domain name provider's)information systems for a variety of needs and required for the FTP connection. Customer will be functions. This Service allows Customer to send and/or provided a User ID and password that is unique to receive its Bank files using File Transfer Protocol("FTP"), Customer and will be required each time Customer wishes Hypertext Transfer Protocol Secure ("Secure Web'), to conned to Bank's transmission platform to send or Secure File Transfer Protocol ("SFIF), SWIFT' receive files. PGP public keys for encryption will be Transmission,or via such other method as the parties may exchanged. Bank and Customer will perform, to their agree upon from time to time, as may be set forth in a mutual satisfaction, connectivity testing between platforms Services'Setup Form(s),and as further described below. and encryption testing on transmitted files prior to 2. FTP Transmission. Customer's use of the Service via FTP transmission. 2.1 This method of data transmission 3. Secure Web Transmission. permits Customer to deliver p and/or receive encrypted files cryp 3.1 This method of data transmission to a Bank-maintained FTP server. Bank will create a drop- permits Customer to deliver and/or receive files using an box directory on the server where Customer may upload Internet connection, User ID and password. Bank will and deliver data files.To send data to Bank,Customer will provide Customer with the domain name of a website that either push the data files to Bank's directory,or Customer will display a web page with Customer's root directory. will give Bank a unique user name,password and Customer Customer can upload data files to this directory by clicking service address, and Bank will deliver the file. For data the Browse button and selecting the file from Customer's Bank sends Customer, Customer will pull the data files local network.Data files sent by Bank will be displayed in from its outbound directory on the server. Customer's outbound directory and may be downloaded by 2.2 The technical requirements for FTP Customer to its local network. over the Internet include an Internet connection,FTP client 3.2 The technical requirements for Secure capabilities, and Pretty Good Privacy ("PGP") or Web include an Internet connection and browser supporting equivalent software for file encryption and decryption. 128-bit Secure Sockets Layer("SSL")encryption. 2.3 Files for transmission by FTP must be 3.3 Files for transmission through Secure encrypted using PGP Version 4.0 or higher.PGP provides Web are encrypted using SSL. SSL is an open protocol for encryption technology including encryption, decryption, securing data communication across computer networks key management, encrypted email, digital signatures, key that provides a secure channel for data transmission generation, certified keys and key revocation. Bank will through its encryption capabilities. SSL allows for the generate a public key/private key pair for Customer. The transfer of digitally-signed certificates for authentication public part of the key will be sent to Customer via procedures and provides message integrity to protect Customer's assigned mailbox on Bank's transmission against data being altered en route.Bank and Customer will platform. The private part of the key will be securely kept perform, to their mutual satisfaction, connectivity testing within Bank. Customer will also generate a key pair for between platforms and encryption testing on transmitted files that it sends to Bank. The public part of this key pair files prior to Customer's use of the Service via Secure will be sent to Bank, also via the mailbox, while only Web. Customer will know the private key. HCI!48464388-3571 v 1 page 50 of 58 0716