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FTM 7 <br />APPENDIX XXI <br />TD DATA TRANSMISSION SERVICES <br />This Appendix is incorporated by reference into the parties' Cash Management Master Agreement and applies to TD Data <br />Transmission Services made available to Customer by Bank or Bank's third -party service provider. All capitalized terms used <br />herein without definition shall have the meanings given to them in the Cash Management Master Agreement. Except as <br />otherwise expressly provided in this Appendix, to the extent that this Appendix is inconsistent with the provisions of the Cash <br />Management Master Agreement. this Appendix and any amendment hereto from time to time shall control, but only to the extent <br />necessary to resolve such conflict. <br />TERMS AND CONDITIONS <br />1. Services. The Data Transmission Services (the <br />"Services ") provide Customer with the ability to exchange <br />information files with Bank's (or its third -party service <br />provider's) information systems for a variety of needs and <br />functions. This Service allows Customer to send and /or <br />receive its Bank tiles using File Transfer Protocol ("FTP "). <br />Hypertext Transfer Protocol Secure ("Secure Web"). <br />Secure File Transfer Protocol (" SPAT" ), or via such other <br />method as the parties may agree upon from time to time. as <br />may be set forth in a Services' Setup Form(s). <br />2. FTP Transmission. <br />2.1 'Phis method ol' data transmission <br />permits Customer to deliver and /or receive encrypted files <br />to a Bank- maintained FTP server. Bank will create a drop - <br />box directory on the server where Customer may upload <br />and deliver data files. To send data to Bank, Customer will <br />either push the data lilts to Bank's directory, or Customer <br />will give Bank a unique user name, password and Customer <br />service address, and Bank will deliver the file. For data <br />Bank sends Customer. Customer will pull the data files <br />from its outbound directory on the server. <br />2.2 The technical requirements for FTP <br />over the Internet include an Internet connection, FTP client <br />capabilities, and Pretty Good Privacy ("PGP") or <br />equivalent software for file encryption and decryption. <br />2.3 Files for transmission by FTP must be <br />encrypted using PGP Version 4.0 or higher. PGP provides <br />encryption technology including encryption, decryption. <br />key management, encrypted email, digital signatures. key <br />generation. certified keys and key revocation. Bank will <br />generate a public key /private key pair for Customer. The <br />public part of the key will be sent to Customer via <br />Customer's assigned mailbox on Bank's transmission <br />platform. The private part of the key will be securely kept <br />within Bank. Customer will also generate a key pair for <br />files that it sends to Bank. The public part of this key pair <br />will be sent to Bank, also via the mailbox, while only <br />Customer will know the private kcy. <br />2.4 To begin transmission by FTP, Bank <br />will establish Customer's access to Bank's FTP server. <br />Bank will provide Customer with the domain name <br />required for the FTP connection. Customer will be <br />provided a User ID and password that is unique to <br />Customer and will be required each time Customer wishes <br />to connect to Bank's transmission platform to send or <br />receive files. PGP public keys for encryption will be <br />exchanged. Bank and Customer will perform. to their <br />mutual satisfaction, connectivity testing between platforms <br />and encryption testing on transmitted files prior to <br />Customer's use of the Service via F "fP transmission. <br />3. Secure Web Transmission. <br />3.1 This method of data transmission <br />permits Customer to deliver and /or receive files using an <br />Internet connection, User ID and password. Bank will <br />provide Customer with the domain name of a website that <br />will display a web page with Customer's root directory. <br />Customer can upload data tiles to this directory by clicking <br />the Browse button and selecting the file from Customer's <br />local network. Data files sent by Bank will be displayed in <br />Customer's outbound directory and may be downloaded by <br />Customer to its local network. <br />3.2 The technical requirements for Secure <br />Web include an Internet connection and browser supporting <br />12 &bit Secure Sockets Layer ("SSL ") encryption. <br />3.3 Files for transmission through Secure <br />Web arc encrypted using SSL. SSL is an open protocol for <br />securing data communication across computer networks <br />that provides a secure channel for data transmission <br />through its encryption capabilities. SSI, allows for the <br />transfer of digitally - signed certificates for authentication <br />procedures and provides message integrity to protect <br />against data being altered en route. Bank and Customer will <br />perform. to their mutual satisfaction, connectivity testing <br />between platforms and encryption testing on transmitted <br />files prior to Customer's use of the Service via Secure <br />Web. <br />Secure FTP (SFTP) Transmission. <br />4.1 This method of data transmission <br />permits Customer to deliver to and /or receive tiles from a <br />Bank - maintained SFTP server. Files transfers through <br />SFTP communications are encrypted using Secure Shcll <br />( "SSII" ). SSH is an open protocol for securing data <br />communication across computer networks providing a <br />secure channel for data transmission. The encryption used <br />by SSII is intended to provide confidentiality and integrity <br />of data over an unsecured network, such as the Internet. <br />SSII uses public -key cryptography to authenticate the <br />1112355763.1; _ ' of 62 0909 <br />