exv10w25






Exhibit 10.25




SUPPLEMENT NO. 2




     Supplement No. 2 (this “Supplement”) dated as of November 6, 2009, to the Security
Agreement, dated as of September 3, 2009 (as amended, restated, supplemented or otherwise modified
from time to time, the “Security Agreement”), by and among each of the parties listed on
the signature pages thereto and those additional entities that thereafter become parties thereto
(collectively, jointly and severally, “Grantors” and each individually “Grantor”) and WELLS
FARGO FOOTHILL, LLC, a Delaware limited liability company, in its capacity as Agent for the Lender
Group and the Bank Product Providers (in such capacity, together with its successors and assigns in
such capacity, “Agent”).



W I T N E S S E T H:




     WHEREAS, pursuant to that certain Credit Agreement, dated as of September 3, 2009 (as amended,
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”)
among RealPage, Inc., as borrower (“Borrower”), the lenders party thereto as “Lenders”
(“Lenders”), and Agent, the Lender Group is willing to make certain financial
accommodations available to Borrower from time to time pursuant to the terms and conditions
thereof;



     WHEREAS, capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Security Agreement or, if not defined therein, in the Credit
Agreement;



     WHEREAS, Grantors have entered into the Security Agreement in order to induce the Lender Group
to make certain financial accommodations to Borrower; and



     WHEREAS, pursuant to Section 5.11 of the Credit Agreement and Section 24 of
the Security Agreement, certain new direct or indirect Subsidiaries of Borrower, must execute and
deliver certain Loan Documents, including the Security Agreement, and the execution of the Security
Agreement by the undersigned new Grantor or Grantors (collectively, the “New Grantors”) may
be accomplished by the execution of this Supplement in favor of Agent, for the benefit of the
Lender Group and the Bank Product Providers;



     NOW, THEREFORE, for and in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, each New Grantor
hereby agrees as follows:



     1. In accordance with Section 24 of the Security Agreement, each New Grantor, by its signature
below, becomes a “Grantor” under the Security Agreement with the same force and effect as if
originally named therein as a “Grantor” and each New Grantor hereby (a) agrees to all of the terms
and provisions of the Security Agreement applicable to it as a “Grantor” thereunder and (b)
represents and warrants that the representations and warranties made by it as a “Grantor”
thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing,
each New Grantor, as security for the payment and performance in full of the Secured Obligations,
does hereby grant, collaterally assign, and pledge to Agent, for the benefit of the Lender Group
and the Bank Product Providers, a security interest in and security title to all assets of such New
Grantor of the type described in Section 2 of the Security Agreement (and subject to the exclusions
set forth therein) to secure the full and prompt payment of the Secured Obligations, including, any
interest thereon, plus reasonable attorneys’ fees and expenses if the Secured Obligations
represented by the Security Agreement are collected by law, through an attorney-at-law, or under
advice therefrom. Schedule 1, “Commercial Tort Claims”, Schedule 2, “Copyrights”,
Schedule 3, “Intellectual Property Licenses”, Schedule 4, “Patents”, Schedule
5, “Pledged Companies”, Schedule 6, “Trademarks”, Schedule 6(l), “Controlled
Account Banks”, Schedule 7, “Owned Real Property”, and Schedule 8, “List of Uniform
Commercial Code Filing Jurisdictions”, attached hereto supplement Schedule 1, Schedule 2, Schedule
3, Schedule 4, Schedule 5, Schedule 6, Schedule 6(l), Schedule 7, and Schedule 8, respectively, to
the Security Agreement and shall be deemed a part thereof for all purposes of the Security
Agreement. Each reference to a “Grantor” in the Security Agreement shall be deemed to include each
New Grantor. The Security Agreement is incorporated herein by reference.



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     2. Each New Grantor represents and warrants to Agent, the Lender Group and the Bank Product
Providers that this Supplement has been duly executed and delivered by such New Grantor and
constitutes its legal, valid and binding obligation, enforceable against it in accordance with its
terms, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization,
fraudulent transfer, moratorium or other similar laws affecting creditors’ rights generally and
general principles of equity (regardless of whether such enforceability is considered in a
proceeding at law or in equity).



     3. This Supplement may be executed in any number of counterparts and by different parties on
separate counterparts, each of which, when executed and delivered, shall be deemed to be an
original, and all of which, when taken together, shall constitute but one and the same Supplement.
Delivery of an executed counterpart of this Supplement by telefacsimile or other electronic method
of transmission shall be equally as effective as delivery of an original executed counterpart of
this Supplement. Any party delivering an executed counterpart of this Supplement by telefacsimile
or other electronic method of transmission also shall deliver an original executed counterpart of
this Supplement but the failure to deliver an original executed counterpart shall not affect the
validity, enforceability, and binding effect of this Supplement.



     4. Except as expressly supplemented hereby, the Security Agreement shall remain in full force
and effect.



     5. This Supplement shall be construed in accordance with and governed by the laws of the State
of California, without regard to the conflict of laws principles thereof.



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     IN WITNESS WHEREOF, each New Grantor and Agent have duly executed this Supplement to the
Security Agreement as of the day and year first above written.



	 	 	 	 	 
	NEW GRANTORS: 	PROPERTYWARE, INC., a California corporation

 	 
	 	By:  	/s/ Stephen T. Winn
 	 
	 	 	Name:  	Stephen T. Winn 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 



	 	 	 	 	 
	AGENT: 	 WELLS FARGO FOOTHILL, LLC, a Delaware limited
 liability company, as
Agent

 	 
	 	By:  	/s/
Troy V. Erickson 	 
	 	 	Name:  	Troy V.
Erickson 	 
	 	 	Title:  	Vice
President 	 
	 



Supplement
No. 2 to Security Agreement