definiens: when used with respect to Securities means, as of the date of determination, all Securities theretoforeauthenticated and delivered under this CVR Agreement, except : ( a ) Securities theretofore cancelled by the Trustee ordelivered to the Trustee for cancellation and ( b ) Securities in exchange for or in lieu of which other Securities have beenauthenticated and delivered pursuant to this CVR Agreement, other than any such Securities in respect of which there shallhave been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whosehands the Securities are valid obligations of the Company ; provided, however, that in determining whether the Holders of therequisite Outstanding Securities have given any request, demand, direction, consent or waiver hereunder, Securities owned bythe Company or any Affiliate of the Company, whether held as treasury securities or otherwise, shall be disregarded anddeemed not to be Outstanding