Borrower will diligently fulfill in all material respects its duties and obligations under each Approved Servicing Agreement, and not be declared in writing by a counterparty to any such Approved Servicing Agreement to be in material default; provided that the Borrower shall not be in breach of this covenant if a default declared by a counterparty to such Approved Servicing Agreement arose from a failure of the portfolio of Serviced Loans to perform as required by the relevant Approved Servicing Agreement and such counterparty has elected in writing to continue to use the Borrower as Servicer thereof and has not rescinded or revoked such election.