definiens: when used with respect to Securities means, as of the date of determination, all Securitiestheretofore authenticated, as applicable, and delivered under this CVR Agreement, except : ( i ) Securities theretoforecancelled by the Trustee or delivered to the Trustee for cancellation and ( ii ) Securities in exchange for or in lieu ofwhich other Securities have been authenticated, as applicable, and delivered pursuant to this CVR Agreement, otherthan any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to itthat such Securities are held by a bona fide purchaser in whose hands the Securities are valid obligations of theCompany; provided, however, that in determining whether the Holders of the requisite Outstanding Securities havegiven any request, demand, direction, consent or waiver hereunder, Securities owned by the Company or any Affiliateof the Company, whether held as treasury securities or otherwise, shall be disregarded and deemed not to beOutstanding