(d) the Permitted Offshore Loan.
Permitted Offshore Loan means the up to US$150,000,000 offshore bilateral loan to be entered into by any Group member incorporated outside of PRC for increasing the registered capital of an Internet Finance Company in relation to the Groups small loan business and/or for warehouse land purchase and/or for general corporate purposes in the ordinary course of business of the Group and to be secured by security over a cash deposit of Vipshop (China) Co., Ltd..
Permitted Refinancing means, subject to the terms and conditions of the Mandate Letter, the refinancing of this Facility by a bank loan in the event that the principal amount of the Utilisation is less than US$200,000,000.
Permitted Security means:
(a) any Security or Quasi-Security granted by a member of the Group incorporated in PRC over assets located in PRC for obligations owed by an entity incorporated in PRC to an entity incorporated in PRC;
(b) any Security or Quasi-Security over cash held in bank accounts in PRC to secure the obligations under the Permitted Offshore Loan;
(c) any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(d) any payment or close-out netting or set-off arrangement pursuant to any hedging transaction entered into by a member of the Group for the purpose of:
(i) hedging any risk to which any member of the Group is exposed in its ordinary course of trading; or
(ii) its interest rate or currency management operations which are carried out in the ordinary course of business and for non-speculative purposes only,
excluding, in each case, any Security or Quasi-Security under a credit support arrangement in relation to a hedging transaction;
(e) any lien arising by operation of law and in the ordinary course of trading provided that the debt which is secured thereby is paid when due or contested in good faith by appropriate proceedings and properly provisioned;
(f) any Security or Quasi-Security arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to a member of the Group in the ordinary course of trading and on the suppliers standard or usual terms and not arising as a result of any default or omission by any member of the Group;
(g) any Security over rental deposits arising in the ordinary course of trading in respect of any property leased or licensed by any member of the Group; or