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APPENDIX XVII TD DATA EXCHANGE SERVICES This Appendix is incorporated by reference into the parties' Cash Management Master Agreement and applies to TD Data Exchange Services (the "Services") made available to Customer by Bank. 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 Services provide Customer with financial information and/or data delivery services that allow Customer to consolidate multi -bank account balance and related transaction information to one financial institution's information delivery platform. With the Services, Bank may send Customer's Account information to another financial institution (the "Outbound Data Exchange" feature), or Bank may receive Customer's account information from other financial institution(s) (the "Inbound Data Exchange" feature), and report the consolidated information to Customer via the Bank Internet System and/or other similar online systems, some of which may also include a single sign -on feature. 2. Use of Third Parties. The Services involve the movement of financial information and/or data between financial institutions using third -party clearing house arrangements. Financial institutions contract with participating third parties to send and receive their customers' account balance and transaction information and/or data. For purposes of this Appendix, the financial institution receiving financial information and/or data on behalf of and at the instruction of its client is considered the "Lead Bank". The financial institution(s) sending financial information and/or data to the Lead Bank on behalf of and at the instruction of its client is considered the "Reporting Bank". 3. Outbound Data Exchange. 3.1 Bank acts as a "Reporting Bank" when Bank transmits Customer's designated Accounts) balance and/or related transaction information (the "Customer - Designated Outbound Data') to Bank's contracted third - party clearing house. This third -party clearing house will arrange for delivery of the Customer -Designated Outbound Data to the Lead Bank. The Lead Bank will be responsible for delivery of the Customer -Designated Outbound Data to Customer. 3.2 Customer authorizes Bank to transmit the Customer -Designated Outbound Data associated with the previous Business Day, as set forth in the Services' Setup Form(s) and approved by Bank. 3.3 Customer will work with the Lead Bank to facilitate the receipt of the Customer -Designated Outbound Data from Bank's third -party clearing house. Customer acknowledges and agrees that the Lead Bank must be able to receive the Customer-Desigdated Outbound Data from Bank's third -party clearing house through the standard file layouts in use by Bank and/or Bank's third -party clearing house from time to time. 3.4 Bank will transmit the Customer - Designated Outbound Data associated with the previous Business Day to facilitate Customer's daily review of account balance and related transaction information through the Lead Bank's information delivery system. 3.5 Bank is not responsible for the correctness, accuracy, completeness, redundancy, integrity or timeliness of the Customer -Designated Outbound Data delivered to Customer through the Lead Bank's information delivery system. Bank is not responsible for the acts or omissions of Customer's Lead Bank or its participating third -party clearing house(s), as the same may change from time to time. 3.6 Customer acknowledges and agrees that use of the Services' Outbound Data Exchange feature requires that non-public Customer Account and financial information (including, without limitation, balance and transaction details) be transmitted by Bank to a specified third party, for further transmission to Customer's designated Lead Bank and possibly through third -party clearing house(s) of the Lead Bank. By selecting the Services' Outbound Data Exchange feature, Customer expressly authorizes Bank to disclose such non-public Customer Account and financial information as necessary in its performance and delivery of the Services. 4. Inbound Data Exchange. CAP ID 50 of 5488076 0722