DVI's Undertakings. Unless IFC otherwise agrees in writing, so long as any amounts are due and payable to IFC under any of the Transaction Documents, and so long as IFC holds shares in the voting capital of MSF Holding: (a) DVI agrees not to, and cause its Subsidiaries or Affiliates not to sell, transfer, assign, redeem, pledge, or otherwise in any manner dispose of or encumber, or permit any encumbrances or Liens to exist over, any of the voting shares of MSF Holding which it now owns or which it may acquire in the future, directly or indirectly through any of its Subsidiaries or Affiliates, if as a result thereof, it would own directly or indirectly through its wholly-owned Subsidiaries less than forty percent (40%) of the voting share capital of MSF Holding, unencumbered by any pledge, Lien or security; and (b) DVI also agrees that it will from time to time take such action as shall be required on its part, directly or indirectly, including the exercise (to the extent permitted by law) of its or its Subsidiaries' or Affiliates' preemptive rights under the Memorandum and Articles of Association or other relevant constitutive documents of MSF Holding to maintain its or its Subsidiaries' or Affiliates' shareholding in MSF Holding at the minimum level specified above.
