ASTEA INTERNATIONAL INC.
CROSS COLLATERALIZATION AGREEMENT
THIS CROSS COLLATERALIZATION AGREEMENT (this "AGREEMENT") is made this 30th day of June, 1997, by and among ASTEA INTERNATIONAL INC. (the "GRANTOR"), PNC BANK, NATIONAL ASSOCIATION ("CREDITOR A") and PNC LEASING CORP. ("CREDITOR B").
WHEREAS, the Grantor and Creditor A have entered into, or may hereafter enter into, certain financing arrangements, as evidenced by one or more promissory notes, loan agreements or other agreements, instruments and documents, including without limitation that certain Amended and Restated Loan and Security Agreement dated April 24, 1995, as amended to date (collectively, the "CREDITOR A DOCUMENTS"); and
WHEREAS, the Grantor's obligations to Creditor A under the Creditor A Documents are secured by one or more mortgage liens, Uniform Commercial code security interests, pledges of personal property or other collateral security arrangements in the Grantor's real or personal property, as set forth in the Creditor A Documents (the "CREDITOR A COLLATERAL"); and
WHEREAS, the Grantor and Creditor B have entered into, or may hereafter enter into, certain lease arrangements, as evidenced by one or more lease agreements and lease schedules from time to time executed in connection therewith, including without limitation that certain Master Lease Agreement (Lease No. 937) dated October 30, 1996 and various Schedules executed pursuant thereto (collectively, the "CREDITOR B DOCUMENTS"); and
WHEREAS, the Grantor's obligations to Creditor B under the Creditor B Documents, to the extent the Creditor B Documents are ever deemed to be intended as a secured transaction and not as a true lease, are secured by the equipment leased pursuant to the Creditor B Documents and all proceeds thereof, as set forth in the Creditor B Documents (the "CREDITOR B COLLATERAL"); and
WHEREAS, Creditor A and Creditor B are affiliates under the common control of PNC Bank Corp.; and
WHEREAS, the parties hereto desire to further secure all obligations of the Grantor to both Creditor A and Creditor B (collectively, the "SECURED PARTIES") with both the Creditor A Collateral and the Creditor B Collateral;
NOW, THEREFORE, in consideration of the mutual undertakings described herein, and other good and valuable consideration, the receipt of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto covenant and agree as follows:
1. SECURITY FOR FINANCING ARRANGEMENTS. The obligations secured by the
----------------------------------- Creditor A Collateral and by the Creditor B Collateral shall include all loans, advances, debts, liabilities, obligations,, covenants and duties owing by the Grantor to Creditor A or Creditor B (whether held jointly or severally), of any kind or nature, present or future, whether or not evidenced by any note, guaranty, lease or other instrument, whether arising under any agreement, instrument or document, whether or not for the payment of monies, whether
arising by reason of an extension of credit, opening of a letter of credit, loan, guarantee, lease or in any other manner, whether arising out of overdrafts on deposits or other accounts or electronic funds transfers (whether through automatic clearing houses or otherwise) or out of the non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository transfer check or other similar arrangements, whether direct or indirect (including those acquired by assignment or participation), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising, and any amendments, extensions, renewals or increases and all costs and expenses of Creditor A or Creditor B incurred in the documentation, negotiation, modification, enforcement, collection or otherwise in connection with any of the foregoing, including reasonable attorney's fees and expenses (collectively, the "OBLIGATIONS"). Specifically, without limitation, all of Borrower's presently owned or hereafter acquired or arising accounts, inventory, chattel paper, investment property, documents, instruments, equipment (including the equipment leased pursuant to the Creditor B Documents) and general intangibles, as each of such terms are presently defined in the Pennsylvania Uniform Commercial Code, and all proceeds thereof, and all cash, deposit and other property, including investment property, of the Borrower now or hereafter in possession of or on deposit with Bank, PNC or any affiliate of either thereof, shall secure, and Borrower hereby grants to each of PNC and Bank a security interest in all of the foregoing to secure, all of Borrower's present and future liabilities and obligations to either or both of PNC and Bank.
2. EFFECT ON CREDITOR A DOCUMENTS AND CREDITOR B DOCUMENTS. This