PRIORITY ADVANCE definition
PRIORITY ADVANCE any Advance made after the Twelfth Amendment Effective Date, if, after giving effect to such Advance, the sum of (a) the aggregate outstanding principal amount of all Priority Advances plus (b) the aggregate Dollar Equivalent Amount of the Letter of Credit Exposure with respect to all Priority Letters of Credit, exceeds the Priority Threshold Amount. PRIORITY ADVANCE ASSET COVERAGE BASE - the sum of (a) 65% of the outstanding amount due of Eligible Accounts plus (b) 25% of the lower of the cost or market value of Eligible Inventory. PRIORITY ADVANCE ASSET COVERAGE REPORT - a report in the form of Exhibit 13.13.4 attached hereto, certified by the chief financial officer of Domestic Borrower. PRIORITY LETTER OF CREDIT - any Letter of Credit issued after the Twelfth Amendment Effective Date, if, after giving effect to such issuance, the sum of (a) the aggregate outstanding principal amount of all Priority Advances plus (b) the aggregate Dollar Equivalent Amount of the Letter of Credit Exposure with respect to all Priority Letters of Credit, exceeds the Priority Threshold Amount. PRIORITY THRESHOLD AMOUNT - $53,000,000 less the net proceeds of equity issuances received on the Twelfth Amendment Effective Date to the extent that the gross proceeds thereof exceeds $22,400,000. RESTRUCTURING CHARGES - for any period of calculation, without duplication, and excluding any costs paid out of the proceeds of sale or other disposition of assets, any costs whether paid in cash or reserved in accordance with Generally Accepted Accounting Principles related to severance costs associated with workforce reductions, personnel relocation costs, idle facility costs, and non-cash write-downs of fixed assets, provided that during the term of this Agreement the aggregate amount thereof shall not exceed $11,000,000 and the cash amount thereof shall not exceed $8,200,000. TWELFTH AMENDMENT EFFECTIVE DATE - the date on which all conditions precedent to the Twelfth Amendment to Fourth Amended and Restated Credit Facilities Agreement (the "Twelfth Amendment") are satisfied.