definiens: shall mean any Ca pital Securities that, by their terms ( or by the te rms of any security or other Capital Securities into wh ich they are convertible or for which they are exch angeable ) or upon the happening of any event or condition, ( a ) m ature or are mandatorily redeemable ( other than sol ely for Qualified Capital Securities ), pursuant to a sinkin g fund obligation or otherwise ( except as a result of a Change in Control or asset sale so long as any rights of t he holders thereof upon the occurrence of a Change in Control or asset sale event shall be subject to the prior repa yment in full of the Loans and all other Obligation s that are accrued and payable and the termination of the Comm itment ), ( b ) are redeemable at the option of the ho lder thereof ( other than solely for Qualified Capital Se curities ) ( except as a result of a Change in Contro l or asset sale so long as any rights of the holders thereof upon t he occurrence of a Change in Control or asset sale event shall be subject to the prior repayment in full of the Lo ans and all other Obligations that are accrued and payable and the termination of the Commitment ), in whole or in part, ( c ) provide for the scheduled payment of divi dends in cash or ( d ) are or become convertible into or excha ngeable for Indebtedness or any other Capital Secur ities that would constitute Disqualified Capital Securities, i n each case, prior to the date that is one hundred and eighty - one ( 181 ) days after the Maturity Date ; provided th at if such Capital Securities are issued pursuant t o a plan for the benefit of employees of the Borrower or any of its Subsidiaries, or by any such plan to such emplo yees, such Capital Securities shall not constitute Disqualifie d Capital Securities solely because they may be req uired to be repurchased - 6 - by the Borrower or its Subsidiaries in order to sat isfy applicable statutory or regulatory obligations