definiens: when used with respect to Securities means, as of the date of determination, all Securitiestheretofore authenticated, as applicable, and delivered under this Agreement, except : ( i ) Securities theretofore cancelled by theTrustee or delivered to the Trustee for cancellation and ( ii ) Securities in exchange for or in lieu of which other Securities havebeen authenticated, as applicable, and delivered pursuant to this Agreement, other than any such Securities in respect of whichthere shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser inwhose hands the Securities are valid obligations of Parent ; provided, however, that in determining whether the Holders of therequisite Outstanding Securities have given any request, demand, direction, consent or waiver hereunder, Securities owned byParent or any Affiliate of Parent, whether held as treasury securities or otherwise, shall be disregarded and deemed not to beOutstanding