Pursuant to Article 1055 et seq. of the Civil Code, Article 109 of the Corporations General Law and Article 63 of the Commercial Instruments Law, as security for the payment or prepayment in full of the Secured Obligations, the Shareholders hereby grant in favor of the Onshore Collateral Agent, for the benefit and on behalf of the Secured Parties, a first priority pledge in all of Shareholders' right, title and interest in, to and under: (i) the Original Pledged Shares and (ii) any and all additional SMCV Shares issued by the Borrower or acquired by the Shareholders, in either case beginning on the date of this Agreement and until this Agreement is terminated pursuant to Section 6.2, as a consequence of the re-expression of accounts of the Borrower, the capitalization of earnings obtained by the Borrower and/or any other reason (the "Newly Issued Pledged Shares"), provided that the Newly Issued Pledged Shares shall be automatically incorporated into the first priority pledge created by this Agreement upon their acquisition by the Shareholders (as described in Section 5.3
