In this Instrument
“bona fide lender” means a person that
(a) is an issuer insider of an issuer solely through the holding of, or the exercise of control or direction over, securities used as collateral for a debt under a written agreement entered into by the person as a lender, assignee, transferee or participant,
(b) is not yet legally entitled to dispose of the securities for the purpose of applying proceeds of realization in repayment of the secured debt, and
(c) was not a related party of the issuer at the time the agreement referred to in paragraph (a) was entered into;