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EXHIBIT 10.17
SECURITY AGREEMENT
This Security Agreement is made as of September 24, 1992 between Synon
Corporation, a Delaware corporation ("Pledgee" or the "Company"), and Paul K.
Wilde ("Pledgor").
RECITALS
For value received, Pledgor has delivered to Pledgee a Note dated
September 24, 1992 (the "Note") pursuant to which Pledgor promises to pay
Pledgee the principal amount of $200,000 together with interest thereon.
NOW, THEREFORE, it is agreed as follows:
1. Creation and Description of Security Interest. For due
consideration, receipt of which is hereby acknowledged, Pledgor, hereby grants
a junior security interest in that certain residence located at 19 Royal Oaks
Court, Alamo, California 94507 (the "Residence") as security for the repayment
of the Note. Such security interest shall be junior to any security interest
granted to any bank, savings and loan or other financial institution holding a
mortgage in the Residence. Pledgor agrees to make such filings or execute such
documents as Pledgee reasonably requests to perfect Pledgee's security interest
in the Residence. The Residence is sometimes referred to herein as the
"Collateral".
2. Pledgor's Representations and Covenants. To induce Pledgee to
enter into this Security Agreement, Pledgor represents and covenants to
Pledgee, its successors and assigns, that Pledgor will pay the principal sum of
the Note secured hereby, together with interest thereon, at the time and in the
manner provided in the Note.
3. Default. Pledgor shall be deemed to be in default of the Note
and of this Security Agreement in the event:
(a) Payment of principal or interest on the Note shall be
delinquent for a period of fifteen (15) days or more; or
(b) Pledgor fails to perform any of the obligations
contained in this Security Agreement for a period of fifteen (15) days after
written notice thereof from Pledgee.
In the case of an event of default, as set forth above, Pledgee shall
have the right to accelerate payment of the Note upon notice to Pledgor, and
Pledgee shall thereafter be entitled to pursue its remedies under the
California commercial code.
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4. Withdrawal or Substitution of Collateral. Pledgor may sell
the Residence, provided that proceeds therefrom (net of selling expenses) shall
be applied immediately to the payment of the Note; such proceeds to be first
applied to accrued interest and then to principal. Except as provided in this
Section 4, Pledgor shall not sell or otherwise transfer or dispose of any
interest in the Collateral without the prior written consent of Pledgee.
5. Term. The within pledge of Collateral shall continue until the
payment of all indebtedness secured hereby, at which time Pledgee's security
interest in the Collateral shall terminate. Pledgee shall make such filings or
execute such documents as Pledgor reasonably requests to release Pledgee's
security interest in the Residence.
6. Insolvency. Pledgor agrees that if a bankruptcy or insolvency
proceeding is instituted by or against him, or if a receiver is appointed for
the property of Pledgor, or if Pledgor makes an assignment for the benefit of
creditors, the entire amount unpaid on the Note shall become immediately due
and payable, and Pledgee may proceed as provided in the case of default.
7. Invalidity of Particular Provisions. Pledgor and Pledgee
agree that the enforceability or invalidity of any provision or provisions of
this Security Agreement shall not render any other provision or provisions
herein contained unenforceable or invalid.
8. Successors or Assigns. Pledgor and Pledgee agree that all of
the terms of this Security Agreement shall be binding on their respective
successors and assigns, and that the term "Pledgor" and the term "Pledgee" as
used herein shall be deemed to include, for all purposes, the respective
designees, successors, assigns, heirs, executors and administrators.
9. Governing Law. This Security Agreement shall be interpreted
and governed under the laws of the State of California.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
"PLEDGOR" /s/ Paul K. Wilde
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Paul K. Wilde
Address:
19 Royal Oaks Court
Alamo, CA 94507
"PLEDGEE" SYNON CORPORATION
By: /s/ Richard H. Goldberg
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Title: CEO
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