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percentage of Client's mail representing the Exception Mail, as determined by the most recent readability report <br />attached to the notice. If Client has taken steps to improve the mail readability, Client may request a more recent <br />readability report be used to determine the Exception Mail percentage applied. <br />2.4.2 IMb Downgrade: If Client pre-barcodes its mail with a barcode that is not Full Service IMb compliant or <br />presents mail on which PBPS cannot print a Full Service IMb, Client may be charged an IMb Downgrade based <br />upon any penalties, postage assessments or forfeiture of discounts (collectively, "Downgrade") which may be <br />imposed by the USPS on PBPS, based upon PBPS' calculation of Client's pro-rata share of such non -compliant <br />mail. <br />2.5 Default Pricing Terms. In the event Client fails to make timely payment of invoices or required postage payments, <br />PBPS may elect to continue processing Client's mail, but will no longer accept any permit mall or meter any mail <br />on behalf of Client, and Client will pre -meter all of its mail. Any mail that has not been metered will be returned to <br />Client. Further, Client shall not pre -meter First Class mail at the rates specified in paragraph 2,1 above, and instead <br />shall pre -meter all First Class mail at a higher USPS Discount Rate as designated by PBPS ("Substitute Rate"). <br />PBPS will rebate back to Client the difference between the pre -metered Substitute Rate and the rates specified in <br />paragraph 2.1 above for mail processed at the Substitute Rate, after setting off against such rebate amount any sums <br />then due from Client to PBPS pursuant to this Agreement. If Client fails to pre -meter the mail at the designated <br />Substitute Rate, PBPS may pursue other options as permitted under the Agreement. <br />Page 5 of 7 <br />Proprietary and Confidential Information <br />PBPS Contract Management — Jan 2021 <br />