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substantially all of the assets of BASIC Benefits, or (b) to any subsidiary or <br />affiliate or successor in a merger, acquisition, restructuring or <br />reorganization of BASIC Benefits. <br />3. Amendment with Respect to NACHA. All service agreements are <br />hereby amended to include required NACHA language as follows: <br />Automated Clearing House. Client agrees to comply with all BASIC <br />Benefits policies with respect to the Administrative Services, and all National <br />Automated Clearing House Association ("NACHA") operating regulations, <br />and other rules (collectively, "Operating Regulations"), and all applicable <br />federal, state, or local laws, rules, regulations, and regulatory guidance <br />relating to the conduct of its business. Client agrees and acknowledges that <br />NACHA reserves the right to amend the Operating Regulations without <br />notice to Client. Client agrees to authorize BASIC Benefits or the Originating <br />Depository Financial Institution ("ODFI") to audit Client compliance to the <br />Operating Regulations. <br />4. The Services Agreement, as amended herein, is ratified and confirmed. <br />5. All other terms and conditions of the Services Agreement remain <br />unchanged and in full force and effect. <br />6. This Amendment may be executed in counterparts (including by facsimile <br />or other electronic transmission), all of which together shall constitute an agreement <br />binding on all the Parties, notwithstanding that all such Parties are not signatories to the <br />original or the same counterpart. Each Party shall become bound by this Amendment <br />immediately upon affixing its signature hereto. <br />IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed <br />as of the date first above written. <br />BASIC Benefits, LLC CLIENT: <br />Signature: �� Signature: <br />Print Name: Delaney Callahan, Esq. Print Name: <br />Title: Contract Manager Title: <br />Date: 04-21-2020 Date: <br />2 <br />See attached signature page <br />25D-3 <br />