S-4

As filed with the Securities and Exchange Commission on August 28, 2008.

Registration No. 333-          

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

LENDER PROCESSING SERVICES, INC.

(Exact name of Registrant as specified in its Charter)

Delaware	7389	26-1547801
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

601 Riverside Avenue

Jacksonville, Florida 32204

(904) 854-5100

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Francis K. Chan

Executive Vice President and

Chief Financial Officer

601 Riverside Avenue

Jacksonville, Florida 32204

(904) 854-5100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Robert S. Rachofsky

Dewey & LeBoeuf LLP

1301 Avenue of the Americas

New York, NY 10019

(212) 259-8088

Approximate date of commencement of proposed sale of the securities to the public:  As soon as practicable following the effective date of this Registration Statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer þ
(Do not check if a smaller reporting company) Smaller reporting company o

CALCULATION OF REGISTRATION FEE

		Proposed Maximum		Amount of
Title of Each Class of	Amount to be	Offering	Proposed Maximum Aggregate	Registration
Securities to be Registered	Registered	Price per unit(1)	Offering Price	Fee
81/8% Senior Notes due 2016	$375,000,000	100%	$375,000,000	$14,737.50
Guarantees of 81/8% Senior Notes due 2016(2)	$375,000,000	—	—	None(3)

(1)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f) promulgated under the Securities Act of 1933.
(2)	See the following page for a table of guarantor registrants.
(3)	Pursuant to Rule 457(n) promulgated under the Securities Act of 1933, no separate filing fee is required for the guarantees.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF GUARANTOR REGISTRANTS

	State or Other	Primary Standard
	Jurisdiction of	Industrial
Exact Name of Additional Registrant as Specified in its	Incorporation or	Classification Code	I.R.S. Employer
Charter/Constituent Documents*	Organization	Number	Identification Number
A.S.A.P. Legal Publication Services, Inc.	California	7389	68-0112549
Aptitude Solutions, Inc.	Florida	7389	59-3746614
Arizona Sales and Posting, Inc.	Arizona	7389	86-0711879
Chase Vehicle Exchange, Inc.	Delaware	7389	01-0626014
DOCX, LLC	Georgia	8732	31-1379586
Espiel, Inc.	Delaware	7371	13-3737393
Fidelity National Loan Portfolio Services, Inc.	California	7389	94-1623891
Financial Systems Integrators, Inc.	Delaware	7389	94-3373745
FIS Capital Markets, LLC	Delaware	7389	20-2977448
FIS Data Services, Inc.	California	7374	95-4237556
FIS Tax Services, Inc. f/k/a Fidelity National Tax Services, Inc.	California	7389	95-3932563
FIS Valuation Solutions, LLC f/k/a Hansen Quality, LLC	California	7389	68-0505888
FNIS Flood Group, LLC	Delaware	7389	01-0616963
FNIS Flood of California, LLC	Delaware	7389	01-0616992
FNIS Intellectual Property Holdings, Inc.	Delaware	7389	01-0560719
FNIS Services, Inc.	Delaware	7389	74-3026433
Geotrac, Inc.	Delaware	7389	34-1966375
Indiana Residential Nominee Services, LLC	Indiana	7389	75-3064873
Investment Property Exchange Services, Inc.	California	6798	33-0320249
Lender’s Service Title Agency, Inc.	Ohio	7389	25-1372340
LPS Agency Sales and Posting, Inc.	California	7389	94-2882944
LPS Asset Management Solutions, Inc.	Colorado	7389	84-1477780
LPS Field Services, Inc.	Delaware	8732	34-1856603
LPS Foreclosure Solutions, Inc.	Delaware	7389	01-0560689
LPS IP Holding Company, LLC	Delaware	7389	51-0658830
LPS Management, LLC	Delaware	7389	26-1550692
LPS Mortgage Processing Solutions, Inc.	Delaware	6163	51-0658830
LPS National Flood, LP	Delaware	7389	75-2597630
LPS Portfolio Solutions, LLC	Delaware	7389	01-0560689
LRT Record Services, Inc.	Texas	7389	75-2366840
LSI Alabama, LLC	Alabama	7389	25-1896393
LSI Appraisal, LLC	Delaware	7389	90-0172717
LSI Maryland, Inc.	Maryland	7389	52-1956911
LSI Title Agency, Inc.	Illinois	7389	90-0172717
LSI Title Company	California	7389	94-2696070
LSI Title Company of Oregon, LLC	Oregon	7389	94-2696070
LSI Title Insurance Agency of Utah, Inc.	Utah	7389	34-2050114
Maine Residential Nominee Services, LLC	Maine	7389	75-3064874
Massachusetts Residential Nominee Services, LLC	Massachusetts	7389	33-1007581
McDash Analytics LLC	Colorado	3826	95-3932563
National Residential Nominee Services Inc.	Delaware	7389	77-0584282
National Safe Harbor Exchanges	California	7389	77-0558360
NewInvoice, L.L.C.	Georgia	8721	58-2493294
OnePointCity, L.L.C.	Ohio	7389	59-2900658
SoftPro, LLC	Delaware	7373	51-0658830
Strategic Property Investments, Inc.	Delaware	7389	94-3382994
Vermont Residential Nominee Services, LLC	Vermont	7389	73-1644259

* The address for each of the additional registrants is c/o Lender Processing Services, Inc., 601 Riverside Avenue, Jacksonville, Florida 32204, telephone (904) 854-5100. The name and address, including zip code, of the agent for service for each additional registrant is Francis K. Chan, Lender Processing Services, Inc., 601 Riverside Avenue, Jacksonville, Florida 32204, telephone (904) 854-5100.

The information in this prospectus is not complete and may be changed. We may not complete the exchange offer or issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED AUGUST 28, 2008

PROSPECTUS

Offer to Exchange

$375,000,000 Outstanding 81/8% Senior Notes due 2016

for $375,000,000 Registered 81/8% Senior Notes due 2016

The New Notes:

The terms of the new notes offered in the exchange offer are substantially identical to the terms of the old notes, except that the new notes are registered under the Securities Act of 1933 and will not contain restrictions on transfer or provisions relating to additional interest, will bear a different CUSIP or ISIN number from the old notes and will not entitle their holders to registration rights.

Investing in the new notes involves risks. You should carefully review the risk factors beginning on page 12 of this prospectus before participating in the exchange offer.

The Exchange Offer:

•  Our offer to exchange old notes for new notes will be open until 5:00 p.m., New York City time, on           , 2008, unless extended.

•  No public market currently exists for the notes.

The Guarantees:

Each of our domestic subsidiaries that guarantees our obligations under our old notes will guarantee the new notes on an unsecured senior basis. Additionally, if any material domestic subsidiary (that has not already guaranteed the old notes) guarantees our obligations under our senior secured credit agreement, then such subsidiary will also be required to guarantee the new notes on an unsecured senior basis.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is          , 2008.

TABLE OF CONTENTS

	Page
SUMMARY		1
RISK FACTORS		12
FORWARD-LOOKING STATEMENTS		25
THE EXCHANGE OFFER		26
USE OF PROCEEDS		33
CAPITALIZATION		34
PRO FORMA FINANCIAL INFORMATION		35
SELECTED HISTORICAL FINANCIAL DATA		40
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		41
BUSINESS		61
MANAGEMENT		75
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL HOLDERS		107
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		108
DESCRIPTION OF NOTES		117
CERTAIN U.S. FEDERAL TAX CONSIDERATIONS		159
CERTAIN ERISA CONSIDERATIONS		163
PLAN OF DISTRIBUTION		165
LEGAL MATTERS		166
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		166
WHERE YOU CAN FIND ADDITIONAL INFORMATION		166
INDEX TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS OF LENDER PROCESSING SERVICES, INC.		F-1
EXHIBIT 3.3
EXHIBIT 3.4
EXHIBIT 3.5
EXHIBIT 3.6
EXHIBIT 3.7
EXHIBIT 3.8
EXHIBIT 3.9
EXHIBIT 3.10
EXHIBIT 3.11
EXHIBIT 3.12
EXHIBIT 3.13
EXHIBIT 3.14
EXHIBIT 3.15
EXHIBIT 3.16
EXHIBIT 3.17
EXHIBIT 3.18
EXHIBIT 3.19
EXHIBIT 3.20
EXHIBIT 3.21
EXHIBIT 3.22
EXHIBIT 3.23
EXHIBIT 3.24
EXHIBIT 3.25
EXHIBIT 3.26
EXHIBIT 3.27
EXHIBIT 3.28
EXHIBIT 3.29
EXHIBIT 3.30
EXHIBIT 3.31
EXHIBIT 3.32
EXHIBIT 3.33
EXHIBIT 3.34
EXHIBIT 3.35
EXHIBIT 3.36
EXHIBIT 3.37
EXHIBIT 3.38
EXHIBIT 3.39
EXHIBIT 3.40
EXHIBIT 3.41
EXHIBIT 3.42
EXHIBIT 3.43
EXHIBIT 3.44
EXHIBIT 3.45
EXHIBIT 3.46
EXHIBIT 3.47
EXHIBIT 3.48
EXHIBIT 3.49
EXHIBIT 3.50
EXHIBIT 3.51
EXHIBIT 3.52
EXHIBIT 3.53
EXHIBIT 3.54
EXHIBIT 3.55
EXHIBIT 3.56
EXHIBIT 3.57
EXHIBIT 3.58
EXHIBIT 3.59
EXHIBIT 3.60
EXHIBIT 3.61
EXHIBIT 3.62
EXHIBIT 3.63
EXHIBIT 3.64
EXHIBIT 3.65
EXHIBIT 3.66
EXHIBIT 3.67
EXHIBIT 3.68
EXHIBIT 3.69
EXHIBIT 3.70
EXHIBIT 3.71
EXHIBIT 3.72
EXHIBIT 3.73
EXHIBIT 3.74
EXHIBIT 3.75
EXHIBIT 3.76
EXHIBIT 3.77
EXHIBIT 3.78
EXHIBIT 3.79
EXHIBIT 3.80
EXHIBIT 3.81
EXHIBIT 3.82
EXHIBIT 3.83
EXHIBIT 3.84
EXHIBIT 3.85
EXHIBIT 3.86
EXHIBIT 3.87
EXHIBIT 3.88
EXHIBIT 3.89
EXHIBIT 3.90
EXHIBIT 3.91
EXHIBIT 3.92
EXHIBIT 3.93
EXHIBIT 3.94
EXHIBIT 3.95
EXHIBIT 3.96
EXHIBIT 4.3
EXHIBIT 5.1
EXHIBIT 12.1
EXHIBIT 21.1
EXHIBIT 23.1
EXHIBIT 25.1
EXHIBIT 99.1
EXHIBIT 99.2
EXHIBIT 99.3

We have not authorized anyone to give you any information or to make any representations about the transactions we discuss in this prospectus other than those contained in the prospectus. If you are given any information or representation about these matters that is not discussed in this prospectus, you must not rely on that information. This prospectus is not an offer to sell or a solicitation of an offer to buy securities anywhere or to anyone where or to whom we are not permitted to offer to sell securities under applicable law.

In making an investment decision, investors must rely on their own examination of the issuers and the terms of the offer, including the merits and risks involved. These securities have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense.

In connection with the exchange offer, we have filed with the U.S. Securities and Exchange Commission a registration statement on Form S-4 under the Securities Act of 1933, relating to the new notes to be issued in the exchange offer. As permitted by Securities and Exchange Commission rules, this prospectus omits information included in the registration statement. For a more complete understanding of the exchange offer, you should refer to the registration statement, including its exhibits.

The public may read and copy any reports or other information that we file with the Securities and Exchange Commission. Such filings are available to the public over the Internet at the Securities and Exchange Commission’s website at http://www.sec.gov. The Securities and Exchange Commission’s website is included in this prospectus as an inactive textual reference only. You may also read and copy any document

that we file with the Securities and Exchange Commission at its public reference room at 100 F Street, N.E., Washington D.C. 20549. You may obtain information on the operation of the public reference room by calling the Securities and Exchange Commission at 1-800-SEC-0330. You may also obtain a copy of the registration statement relating to the exchange offer and other information that we file with the Securities and Exchange Commission at no cost by calling us or writing to us at the following address:

Lender Processing Services, Inc.
601 Riverside Avenue
Jacksonville, Florida 32204
(904) 854-5100
Attention: Corporate Secretary

In order to obtain timely delivery of such materials, you must request documents from us no later than five business days before you make your investment decision or at the latest by          , 2008.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO PURCHASE NOTES IN ANY JURISDICTION IN WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER UNDER APPLICABLE SECURITIES OR BLUE SKY LAWS.

The delivery of this prospectus shall not under any circumstances create any implication that the information contained herein is correct as of any time subsequent to the date hereof or that there has been no change in the information set forth herein or in any attachments hereto or in the affairs of LPS or any of its subsidiaries or affiliates since the date hereof.

INDUSTRY AND MARKET DATA

We obtained the market and competitive position data used throughout this prospectus from our own research, surveys or studies conducted by third parties and industry or general publications. Industry publications and surveys generally state that they have obtained information from sources believed to be reliable, but do not guarantee the accuracy and completeness of such information. While we believe that each of these studies and publications is reliable, we have not independently verified such data and we do not make any representation as to the accuracy of such information. Similarly, we believe our internal research is reliable but it has not been verified by any independent sources.

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TERMS USED IN THIS PROSPECTUS

Unless otherwise noted or indicated by the context, in this prospectus, the following terms have the meanings indicated:

•  “we,” “our,” “us,” “Company” and “LPS” refer to Lender Processing Services, Inc. and its subsidiaries where applicable. When the context so requires, we use these terms to refer to our historical businesses prior to the spin-off.

•  “FIS” refers to our former parent, Fidelity National Information Services, Inc.

•  “the spin-off” and “the spin-off transactions” refer to the transactions related to the separation of our business from FIS, as described in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Overview — The spin-off transaction.”

•  “New notes” refers to the new series of notes having terms identical to the old notes, except that the new notes will be registered under the Securities Act of 1933 and therefore will not be subject to restrictions on transfer; will not be subject to provisions relating to additional interest; will bear a different CUSIP or ISIN number from the old notes; will not entitle their holders to registration rights; and will be subject to terms relating to book-entry procedures and administrative terms relating to transfers that differ from those of the old notes.

•  “Notes” refers to both the old notes and the new notes.

•  “Old notes” refers to the currently outstanding $375,000,000 principal amount 81/8% Senior Notes due 2016 that we issued in the spin-off transactions.

The prospectus refers to certain trademarks, including Desktop, Empower!, Lender Processing Services, Lender Processing Services (LPS), LenderProcessingServices, LPS, LPS (stylized and design), Mortgage Servicing Package, RealEC, and SoftPro.

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SUMMARY

Summary

This summary highlights selected information from this prospectus. To understand this exchange offer fully, you should read carefully the entire prospectus, including “Risk Factors” and our financial statements and notes to those financial statements included in this prospectus, before making any investment decision.

We describe in this prospectus the lender processing services operations contributed to us by our former parent Fidelity National Information Services, Inc., or FIS, in connection with our spin-off from FIS as if it were our business for all historical periods described. The operations contributed to us represent all the operations of FIS’s lender processing services segment at the date of the spin-off. However, we are a newly-formed entity that did not independently conduct any operations before the spin-off. References in this prospectus to our historical assets, liabilities, services, businesses, employees or activities generally refer to the historical assets, liabilities, services, businesses, employees or activities of the contributed businesses as they were conducted as part of FIS and its subsidiaries before the spin-off. Our historical financial results as part of FIS contained in this prospectus may not be indicative of our financial results in the future as a stand-alone company or reflect what our financial results would have been had we been a stand-alone company during the periods presented. Further, although we believe our spin-off from FIS may result in various benefits for us as described herein, we cannot assure you that any of these benefits will be realized to the extent anticipated or at all.

Company overview

We are a leading provider of integrated technology and outsourced services to the mortgage lending industry, with market-leading positions in mortgage processing and default management services in the U.S. A large number of financial institutions use our services, including 39 of the 50 largest banks in the U.S. based on 2007 rankings. Our technology solutions include our mortgage processing system, which processes over 50% of all U.S. residential mortgage loans by dollar volume. Our outsourced services include our default management services, which are used by mortgage lenders and servicers to reduce the expense of managing defaulted loans, and our loan facilitation services, which support most aspects of the closing of mortgage loan transactions to national lenders and loan servicers. Our integrated solutions create a strong value proposition for our customers across the life cycle of a mortgage. We believe that we will continue to benefit from the opportunity to cross-sell services across our broad customer base. For the twelve months ended December 31, 2007, we generated revenues of $1,690.6 million.

We conduct our operations through two reporting segments, Technology, Data and Analytics and Loan Transaction Services. Our Technology, Data and Analytics segment principally includes:

•  our mortgage processing services, which we conduct using our market-leading mortgage servicing platform and our team of experienced support personnel based primarily at our Jacksonville, Florida data center;

•  our Desktop application, a workflow system that assists our customers in managing business processes, which today is primarily used in connection with mortgage loan default management but which has broader applications;

•  our other software and related service offerings, including our mortgage origination software, our real estate closing and title insurance production software and our middleware application which provides collaborative network connectivity among mortgage industry participants; and

•  our data and analytics businesses, the most significant of which are our alternative property valuations business, which provides a range of types of valuations other than traditional appraisals, our property records business and our advanced analytic services, which assist our customers in their loan marketing or loss mitigation efforts.

1

For the year ended December 31, 2007, this segment produced $570.1 million in revenue. Our mortgage processing services represented $339.7 million or 59.6% of this segment’s revenues for the same period.

Our Loan Transaction Services segment offers a range of services used mainly in the production of a mortgage loan, which we refer to as our loan facilitation services, and in the management of mortgage loans that go into default. Our loan facilitation services include:

•  settlement services, which consist of title agency services, where we act as an agent for title insurers, closing services, in which we assist in the closing of real estate transactions, and lien recording and release services;

•  appraisal services, which consist of traditional appraisal and appraisal management services; and

•  other origination services, which consist of real estate tax services, which provide lenders with information about the tax status of a property, flood zone information, which assists lenders in determining whether a property is in a federally designated flood zone, and qualified exchange intermediary services for customers who seek to engage in qualified exchanges under Section 1031 of the Internal Revenue Code.

Our default management services offer a full spectrum of outsourced services in connection with defaulted loans. These services include, among others:

•  foreclosure services, including access to a nationwide network of independent attorneys, document preparation and recording and other services;

•  property inspection and preservation services, designed to preserve the value of properties securing defaulted loans; and

•  asset management services, providing disposition services for our customers’ real estate owned properties through a network of independent real estate brokers, attorneys and other vendors to facilitate the transaction.

Our revenues from these services grew significantly in 2007 and during the first six months of 2008 and tend to provide a natural hedge against the effects of high interest rates or a slow real estate market on our loan facilitation services. For the year ended December 31, 2007, our revenues from our Loan Transaction Services segment were $1,125.9 million.

We also have a corporate segment consisting of smaller operations, overhead costs and intersegment eliminations.

Our competitive strengths

Market leading mortgage processor.

Our mortgage servicing platform, MSP, is the leading mortgage processing software in the United States. Over 50% of all U.S. residential mortgage loans by dollar volume are processed using MSP. Because our bank customers utilize MSP as the core application through which they keep the primary records of their mortgage loans, MSP is critical to the successful and efficient operation of their businesses. In addition, MSP is a core offering into which many of our other services can be integrated, such as default management and our Desktop application, which is a workflow information system that can be used to manage a range of different workflow processes. This capability allows us to streamline and simplify the process of making and administering loans for our financial institution customers. For these reasons, along with the efficiencies and cost-savings our significant scale provides, our customer relationships tend to be long-term.

Comprehensive set of integrated applications and services.

We have high quality software applications and services that have been developed over many years with a focus on meeting the needs of our customers. We offer a suite of applications and services in 21 categories of service across the mortgage continuum, from facilitating the origination of loans through closing, post-closing

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servicing and default management. We constantly seek to integrate our software and services to better meet the needs of our customers. Management believes that the range of services we offer is broader than that of any of our competitors, giving us more opportunities for cross-selling. We have made, and continue to make, substantial investments in our applications and services to ensure that they remain competitive in the marketplace.

Broad and long-term relationships with our customers.

A large number of financial institutions use our services, including 39 of the 50 largest U.S. banks based on 2007 rankings. In order to more effectively manage the strategic opportunities presented by these relationships and cross-sell more services, we actively coordinate these significant relationships through our Office of the Enterprise, which is a core team of our senior managers who lead our cross-selling and account management efforts at the top 50 U.S. lenders. We currently provide the 39 largest banks which use our services with an average of 7 of our 21 categories of service, and we provide our top ten customers with an average of 12 of the 21 categories of service we offer. We have the size and expertise that lead institutions to trust us with the management and outsourcing of their critical applications. Additionally, we have had long-term relationships with many of our customers. The average length of our relationship with our top ten customers is 18 years, which far exceeds the typical initial length of a contract for our mortgage processing services, which is three to five years. Our revenues from our current top ten customers have grown at a compounded annual rate of 25.8% over the 2005 to 2007 period.

Demonstrated ability to grow in adverse mortgage market.

We have successfully increased our revenues despite the declining levels of mortgage originations over the last three years. Our mortgage processing services earn revenues based on the total number of mortgages on the books of our lending customers, and so are not significantly affected by year to year changes in levels of new mortgage originations. Our default management businesses serve as a natural offset to the effects of increasing interest rates or a bad economy on our loan facilitation services. As a result in part of our mix of services, as well as market share gains, our total revenues grew at a compounded annual rate of 10.6% over the period 2005 to 2007. Further, our revenues increased 10.5% in the first six months of 2008 over the first six months of 2007.

Strong revenue growth and cash flow.

Between 2005 and 2007, our revenues grew at a compounded annual rate of 10.6%. Net earnings were $195.7 million, $201.1 million and $256.8 million in 2005, 2006 and 2007, respectively. These amounts do not include additional expenses we expect to incur as a stand-alone public company, which we estimate at $10 million to $15 million per year (exclusive of additional interest expense).

Strong value proposition for our customers.

We provide our customers with services and applications that enhance their competitive position and provide them with additional revenue opportunities. We also understand the needs of our customers and have successfully created innovative services that enable our customers to meet their compliance requirements and also reduce their operating costs. We believe that our high quality services and our innovative approach to meeting the needs of our customers allow us to provide a compelling value proposition to our customers.

Experienced management team.

Our President and Chief Executive Officer, Mr. Carbiener, was employed by FIS and its predecessors for 17 years and was a member of their senior leadership for more than 10 years. Our Executive Vice Presidents and Co-Chief Operating Officers, Mr. Scheuble and Mr. Swenson, were employed by FIS and its predecessors for 5 and 13 years, respectively, and have been involved in our industries for 27 and 25 years, respectively.

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Our strategy

Expand and leverage our market leading technology.

At the core of our service offerings is our technological capability. Our mortgage servicing platform, or MSP, is the leading mortgage processing software in the U.S. MSP offers a comprehensive, state-of-the-art set of mortgage servicing functions within a single system and can be provided on an integrated basis with many of our other services. Our Desktop application is currently the leading mortgage default management application in the United States. Despite all the changes that have occurred in the lender processing services industry in recent years, the lending process is still complex, and many steps remain paper-driven. Changes to applicable law and regulation, such as the Electronic Signatures in Global and National Commerce Act of 2000, and changes in industry practice have allowed us to implement our technology solutions to further automate the mortgage process. We intend to continue to build on the reputation, reliability and functionality of our software applications and services and to look for ways to further automate the lending process.

Continue to provide fully integrated service offerings.

Our strategy to integrate our technology, data and outsourcing services has differentiated us in the marketplace, and resulted in our growing market share. Unlike our principal competitors, we offer services from end-to-end across the mortgage continuum, from facilitating the origination of loans through closing, post-closing servicing and default management. Our technology applications such as MSP and Desktop are offered on an integrated basis with many of our other services, such as default management. We will continue to improve the value proposition that we offer our customers by ensuring that our software applications are also able to integrate with existing and new add-on third-party applications used by our customers.

Maximize our cross-selling opportunities.

We have a broad customer base, including relationships with a large number of financial institutions. We focus our sales and marketing efforts on the 50 largest banks in the U.S. and we have relationships with 39 of these institutions based on 2007 rankings. We have historically been able to cross-sell additional services to our existing customers in addition to attracting new customers. The 39 largest banks with which we have relationships use an average of 7 of our 21 categories of service, and our top ten customers use an average of 12 of the 21 separate categories of services we offer. We coordinate our sales efforts to our top-tier financial institution customers through our Office of the Enterprise to take advantage of information we obtain about the needs of these customers in order to cross-sell our services. Our leading-edge technology and the broad range of services we offer provide us with the opportunity to expand sales to our existing and potential customers across all of our service lines. In addition, we seek to increase our sales by expansion of existing customer relationships within our operating businesses, such as by selling additional default services to customers that do not currently use all of our offerings, thus providing a greater level of efficiency, service and quality.

Maintain a balanced revenue base across the mortgage cycle.

Revenue from our mortgage processing business is largely unaffected by year to year changes in interest rates and the level of mortgage originations. While revenues from our loan facilitation services and certain data and analytics businesses tend to increase when interest rates are lower and the housing market is stronger, increases in interest rates tend to result in greater demand for our default management services. Although, due to the nature of these businesses, such offset can never be perfect, we believe our model provides us with a natural hedge against the volatility of the real estate industry.

Take advantage of increased outsourcing by our customers.

In the current mortgage market environment, our customers see outsourcing as a way to save money by converting high fixed costs to variable costs. Our customers also view outsourcing as a potential solution to increased regulatory oversight and compliance requirements. Our solutions allow our customers to focus on their business, while we handle their outsourcing needs across all of our lines of business. We work with our

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customers to set specific parameters regarding the services they require, so that they are able to utilize our outsourcing services in a manner that we believe provides a greater level of consistency in service, pricing and quality than if these customers were to contract separately for similar services. We will continue providing a wide range of flexible solutions tailored to the needs of each of our clients by further investing in and expanding our outsourcing efforts.

Broaden our portfolio of services and market opportunities through strategic acquisitions.

While we will continue to invest in developing and enhancing our existing business solutions, we also intend to continue to acquire technologies and capabilities that will allow us to further broaden our service offerings and continue to enhance the functionality and efficiency of our business solutions. We may also consider acquisitions that would expand our existing customer base for a service, or acquiring businesses that have capabilities or a customer base in markets in which we do not currently compete, particularly if these acquisitions would allow us to obtain revenue growth through leveraging our existing capabilities or scale. We intend to be disciplined and strategic in making acquisitions.

The spin-off

On July 2, 2008, our former parent FIS distributed all the shares of our common stock as a dividend to its shareholders, which we refer to as the “spin-off.” We believe the spin-off may have a number of benefits for us, including:

•  allowing us to separately focus on our core business, which may facilitate our potential expansion and growth by enabling us to separately prioritize our opportunities and better allocate resources and management time and attention to those opportunities;

•  allowing us to determine our own capital structure;

•  permitting us to allocate technology resources to minimize costs, which may lead to operating our business more efficiently;

•  allowing us to more properly market our products in the market niche we occupy, thus maximizing the advantages of our business in the view of the market;

•  enhancing our ability to execute a potential acquisition strategy more effectively; and

•  permitting us to enhance the efficiency and effectiveness of equity-based compensation programs offered to our employees by better aligning equity awards with the performance of our company.

Our former parent, Fidelity National Information Services, Inc., which we refer to as FIS, is a Georgia corporation formerly known as Certegy Inc. Certegy Inc. merged with Fidelity National Information Services, Inc., a Delaware corporation, which we refer to as former FIS, in February 2006 to form our former parent FIS. FIS was a majority-owned subsidiary of Fidelity National Financial, Inc., which we refer to as old FNF. Old FNF merged into our former parent in November 2006 as part of a reorganization, which included old FNF’s spin-off of Fidelity National Title Group, Inc. Fidelity National Title Group, Inc. was renamed Fidelity National Financial, Inc. following this reorganization, and we refer to it as FNF. FNF is now a stand-alone company, but remains a related entity from an accounting perspective.

In connection with the spin-off, we entered into a contribution and distribution agreement with FIS that contained the key provisions relating to the separation of our business from FIS and the distribution of our shares of common stock. The contribution and distribution agreement identified the assets to be transferred, liabilities to be assumed and contracts to be assigned to us by FIS in the separation and described when and how these transfers, assumptions and assignments were to occur. In addition, we entered into a tax disaffiliation agreement setting out each party’s rights and obligations with respect to federal, state, local, and foreign taxes for tax periods before the spin-off and related matters, certain indemnification rights and obligations with respect to taxes for tax periods before the spin-off and for any taxes and associated adverse consequences resulting from the spin-off and certain restrictions designed to preserve the tax-free status of the spin-off.

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We also entered into a corporate and transition services agreement under which FIS and we will provide each other with certain services on an interim, and, in some cases, longer term basis. We also entered into a corporate and transition services agreement with FNF, under which it will provide us with other corporate services on an interim and sometimes longer term basis. There are other arrangements between us and FIS or FNF that are continuing following the spin-off. Although FNF and FIS are separate companies, FNF, FIS and we have the same executive Chairman, William P. Foley, II, and have certain overlapping directors. However, none of our executive officers, except for Mr. Foley, is a dual employee. These arrangements with FIS and FNF may involve, or may appear to involve, conflicts of interest. See “Certain relationships and related party transactions.”

In the spin-off, FIS contributed to us all of its interest in the assets, liabilities, businesses and employees related to FIS’s lender processing services operations as of the date of the spin-off in exchange for shares of our common stock and $1,585 million aggregate principal amount of our debt obligations, including the notes and our debt under our new credit facility. In connection with the spin-off, FIS exchanged 100% of these debt obligations for a like amount of FIS’s existing Tranche B Term Loans issued under its Credit Agreement dated as of January 18, 2007 and held by certain lenders. Following this debt-for-debt exchange the portion of the existing Tranche B Term Loans acquired by FIS was retired.

Our principal executive offices are located at 601 Riverside Avenue, Jacksonville, Florida 32204 and our main telephone number is (904) 854-5100. We were incorporated in Delaware in December 2007.

The exchange

The following summary contains basic information about the notes and is not intended to be complete. It does not contain all of the information that may be important to you. For a more complete description of the notes, see “Description of Notes” in this prospectus.

Summary of the Terms of the Exchange Offer

On July 2, 2008, we completed the issuance of $375,000,000 aggregate principal amount of 81/8% Senior Notes due 2016, or the “old notes,” to FIS. Following the exchange described above, the old notes were then offered by certain selling noteholders in our offering that was made only to qualified institutional buyers under Rule 144A and to persons outside the United States under Regulation S, and accordingly was exempt from registration under the Securities Act of 1933.

Securities	$375,000,000 in aggregate principal amount of 81/8% Senior Notes due 2016, which we refer to as the new notes, which will be registered under the Securities Act of 1933.
	The terms of the new notes offered in the exchange offer are identical in all material respects to those of the old notes, except that the new notes will:
	• be registered under the Securities Act of 1933 and therefore will not be subject to restrictions on transfer;
	• not be subject to provisions relating to additional interest;
	• bear a different CUSIP or ISIN number from the old notes;
	• not entitle their holders to registration rights; and
	• be subject to terms relating to book-entry procedures and administrative terms relating to transfers that differ from those of the old notes.
The Exchange Offer	You may exchange old notes for new notes. Subject to the satisfaction or waiver of specified conditions, we will exchange the new notes for all old notes that are validly tendered and not validly withdrawn prior

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	to the expiration of the exchange offer. We will cause the exchange to be effected promptly after the expiration of the exchange offer.
Resale of the New Notes	We believe the new notes that will be issued in the exchange offer may be resold by most investors without compliance with the registration and prospectus delivery provisions of the Securities Act of 1933, subject to some conditions. You should read the discussion under the heading “The Exchange Offer” for further information regarding the exchange offer and resale of the new notes.
Registration Rights Agreement	We have undertaken this exchange offer pursuant to the terms of a registration rights agreement entered into with the initial purchasers of the old notes. We have agreed to cause a registration statement with respect to an offer to exchange the notes for a new issue of notes registered under the Securities Act to be declared effective no later than 210 days after the issue date. We have further agreed to commence the exchange offer promptly after the registration statement of which this prospectus is a part becomes effective and to hold the offer open for the period required by applicable law (including pursuant to any applicable interpretation by the staff of the Securities and Exchange Commission), but in any event for at least 20 business days. See “The Exchange Offer.”
Consequences of Failure to Exchange the Old Notes	You will continue to hold the old notes that remain subject to their existing transfer restrictions if you:
	• do not tender your old notes; or
	• tender your old notes and they are not accepted for exchange.
	We will have no obligation to register the old notes after we consummate the exchange offer. See “The Exchange Offer — Terms of the Exchange Offer” and “Risk Factors — Risks related to the notes.”
	Upon completion of the exchange offer, there may be no market for the old notes that remain outstanding and you may have difficulty selling them.
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, on • , 2008, or the “expiration date,” unless we extend it, in which case expiration date means the latest date and time to which the exchange offer has been extended.
Interest on the New Notes	The new notes of each series will accrue interest from the most recent date to which interest has been paid or provided for on the old notes or, if no interest has been paid on the old notes, from the date of original issue of the old notes.
Conditions to the Exchange Offer	The exchange offer is subject to several customary conditions. We will not be required to accept for exchange, or to issue new notes in exchange for, any old notes and may terminate or amend the exchange offer if we determine in our reasonable judgment that the exchange offer violates applicable law, any applicable interpretation of the Securities and Exchange Commission or its staff or any action or proceeding has been instituted or threatened in any court or by any governmental agency that might materially impair our ability to proceed with the exchange offer, or any material adverse

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	development has occurred in any existing action or proceeding with respect to us. The foregoing conditions are for our sole benefit and may be waived by us. In addition, we will not accept for exchange any old notes tendered, and no new notes will be issued in exchange for any such old notes if:
	• at any time any stop order is threatened or in effect with respect to the registration statement of which this prospectus is a part; or
	• at any time any stop order is threatened or in effect with respect to the qualification of the indenture governing the notes under the Trust Indenture Act of 1939.
	See “The Exchange Offer — Conditions.” We reserve the right to terminate or amend the exchange offer at any time prior to the expiration date upon the occurrence of any of the foregoing events.
Procedures for Tendering Old Notes	If you wish to participate in the exchange offer, you must submit required documentation and tender your old notes pursuant to the procedures for book-entry transfer (or other applicable procedures), all in accordance with the instructions described in this prospectus and in the letter of transmittal or electronic acceptance instruction. See “The Exchange Offer — Procedures for Tendering Old Notes,” “— Book-Entry Transfer” and “— Guaranteed Delivery Procedures.”
Guaranteed Delivery Procedures	If you wish to tender your old notes, but cannot properly do so prior to the expiration date, you may tender your old notes according to the guaranteed delivery procedures set forth in “The Exchange Offer — Guaranteed Delivery Procedures.”
Withdrawal Rights	Tenders of old notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date. To withdraw a tender of old notes, a written or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth in “The Exchange Offer — Exchange Agent” prior to 5:00 p.m., New York City time, on the expiration date.
Acceptance of Old Notes and Delivery of New Notes	Except in some circumstances, any and all old notes that are validly tendered in the exchange offer prior to 5:00 p.m., New York City time, on the expiration date will be accepted for exchange. The new notes issued pursuant to the exchange offer will be delivered promptly following the expiration date. We may reject any and all old notes that we determine have not been properly tendered or any old notes the acceptance of which would, in the opinion of our counsel, be unlawful. We may waive any irregularities in the tender of the old notes. See “The Exchange Offer — Procedures for Tendering Old Notes,” “— Book-Entry Transfer,” and “— Guaranteed Delivery Procedures.” We will have no obligation to register the old notes after we consummate the exchange offer.
Certain U.S. Federal Tax Considerations	We believe that the exchange of the old notes for the new notes will not constitute a taxable exchange for U.S. federal income tax purposes. See “Certain U.S. Federal Tax Considerations.”
Exchange Agent	U.S. Bank National Association, Corporate Trust Services

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Summary of the Terms of the New Notes

The terms of the new notes offered in the exchange offer are identical in all material respects to the terms of old notes, except that the new notes:

•  will be registered under the Securities Act of 1933 and, therefore, will not be subject to restrictions on transfer;

•  will not be subject to provisions relating to additional interest;

•  will bear a different CUSIP or ISIN number from the old notes;

•  will not entitle their holders to registration rights; and

•  will be subject to terms relating to book-entry procedures and administrative terms relating to transfers that differ from those of the old notes.

The summary below describes the principal terms of the new notes. Some of the terms and conditions described below are subject to important limitations and exceptions. The “Description of Notes” section of this prospectus contains more detailed descriptions of the terms and conditions of the new notes.

Issuer	Lender Processing Services, Inc.
Maturity	July 1, 2016.
Interest payment dates	81/8% per annum, paid every six months on January 1 and July 1, with the first payment on January 1, 2009.
Optional redemption	Prior to July 1, 2011, we may redeem some or all of the notes at a redemption price equal to 100% plus a make-whole premium and accrued and unpaid interest. On or after July 1, 2011, we may redeem some or all of the notes at any time at the redemption prices set forth in “Description of Notes — Optional redemption.”
	Before July 1, 2011, we may redeem up to 35% of the notes with the proceeds of certain sales of common stock or certain capital contributions at a price of 108.125% of principal plus accrued interest, as further described in “Description of Notes — Optional redemption.”
Mandatory offer to repurchase	Upon the occurrence of certain change of control events described under “Description of Notes,” you may require us to repurchase some or all of your notes at 101% of their principal amount plus accrued interest. We cannot assure you that we will have sufficient resources to satisfy our repurchase obligation. You should read carefully the sections called “Risk Factors — Risks related to the notes— We may be unable to make a change of control offer required by the indenture governing the notes which would cause defaults under the indenture governing the notes and our new credit facilities” and “Description of Notes.”
Guarantors	Each of our domestic subsidiaries that guarantees our obligations under our old notes will guarantee the new notes on an unsecured senior basis. Additionally, if any material domestic subsidiary (that has not already guaranteed the old notes) guarantees our obligations under our senior secured credit agreement, then such subsidiary will also be required to guarantee the new notes on an unsecured senior basis.

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Ranking	The new notes and the subsidiary guaranties thereof will be senior unsecured obligations and will rank equally with all of our and our guarantor subsidiaries’ existing and future senior debt, will rank senior to all of our and our guarantor subsidiaries’ future subordinated debt and will effectively rank junior to all secured debt to the extent of the value of the collateral and structurally junior to all liabilities of non-guarantor subsidiaries.
	On a pro forma basis:
	• at June 30, 2008 the Company and the guarantors would have had outstanding approximately $1.2 billion of secured debt; and
	• the Company’s subsidiaries which have not guaranteed the notes represent under 5% of our revenue for the twelve months ended June 30, 2008, and represent under 5% of our assets and outstanding liabilities as of June 30, 2008 (including trade payables).
Certain covenants	The indenture governing the notes contains covenants limiting our ability and our subsidiaries’ ability to:
	• incur additional debt or issue subsidiary preferred stock or stock with a mandatory redemption feature before the maturity of the notes;
	• pay dividends on our capital stock;
	• redeem or repurchase capital stock or prepay or repurchase subordinated debt;
	• make some types of investments and sell assets;
	• create liens or engage in sale and leaseback transactions;
	• engage in transactions with affiliates, except on an arms-length basis; and
	• consolidate or merge with, or sell substantially all our assets to, another person.
	Certain of these covenants will be subject to suspension if the notes are rated at least “BBB−” by Standard & Poor’s or at least “Baa3” by Moody’s.
	You should read “Description of Notes — Certain covenants” for a description of these covenants.
Registration Rights	We are required to cause a registration statement with respect to an offer to exchange the notes for a new issue of notes registered under the Securities Act to be declared effective no later than 210 days after the issue date. We may be required to provide a registration statement to effect resales of the notes.
Use of proceeds	We will not receive any cash proceeds from the issuance of the new notes under the exchange offer.
Risk factors	See “Risk Factors” beginning on page 13 of this prospectus for important information regarding the notes and the Company.

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Summary historical financial data

The following table presents our summary historical financial data. The combined statement of earnings data for each of the years in the three-year period ended December 31, 2007 has been derived from our audited combined financial statements and the interim financial data for each of the six months ended June 30, 2008 and 2007 have been derived from our unaudited consolidated and combined financial statements included elsewhere herein. The unaudited consolidated and combined financial statements have been prepared on the same basis as the audited combined financial statements and, in the opinion of our management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the information set forth herein. The summary historical financial data presented below should be read in conjunction with our consolidated and combined financial statements and accompanying notes and “Management’s discussion and analysis of financial condition and results of operations” included elsewhere herein. Our financial information may not be indicative of our future performance and does not necessarily reflect what our financial position and results of operations would have been had we operated as a separate, stand-alone entity during the periods presented, including changes that will occur in our operations and capitalization as a result of our spin-off from FIS. Further, results for any interim period are not necessarily indicative of results to be expected for the full year.

										Unaudited
	Fiscal Year Ended December 31,									Six Months Ended June 30,
	2005			2006			2007			2007			2008
	(Dollars in thousands)
Statement of earnings data:
Processing and services revenues	$	1,382,479		$	1,484,977		$	1,690,568		$	826,438		$	913,106
Cost of revenues		804,488			900,145			1,058,647			526,823			585,137
Gross profit		577,991			584,832			631,921			299,615			327,969
Selling, general, and administrative expenses		260,066			257,312			207,859			109,072			118,999
Operating income		317,925			327,520			424,062			190,543			208,970
Other income (expense):
Interest income		4,124			2,606			1,690			745			563
Interest expense		(270	)		(298	)		(146	)		(77	)		(58	)
Other income (expense), net		(1,238	)		(106	)		—			—			282
Total other income (expense)		2,616			2,202			1,544			668			787
Earnings before income taxes, equity in losses of unconsolidated entity and minority interest		320,541			329,722			425,606			191,211			209,757
Provision for income taxes		124,160			127,984			164,734			74,010			81,386
Earnings before equity in losses of unconsolidated entity and minority interest		196,381			201,738			260,872			117,201			128,371
Equity in losses of unconsolidated entity		—			—			(3,048	)		(1,720	)		(2,370	)
Minority interest		(676	)		(683	)		(1,019	)		(436	)		(723	)
Net earnings	$	195,705		$	201,055		$	256,805		$	115,045		$	125,278
Statement of cash flows data:
Net cash provided by (used in):
Operating activities	$	272,792		$	341,950		$	282,994		$	133,389		$	136,683
Investing activities		(98,384	)		(81,589	)		(107,857	)		(62,456	)		(40,625	)
Financing activities		(198,745	)		(272,334	)		(183,354	)		(69,639	)		(116,996	)
Other financial data:
Capital expenditures		92,458			70,248			70,552			25,036			25,137
Depreciation and amortization		112,648			111,858			102,607			52,373			44,576
Balance sheet data (at period end):
Cash and cash equivalents	$	59,756		$	47,783		$	39,566		$	49,077		$	18,628
Working capital		83,981			155,964			239,343			179,732			248,385
Property and equipment, net		107,654			101,962			95,620			94,301			92,487
Goodwill and other intangible assets		918,333			1,198,610			1,196,283			1,217,521			1,189,953
Computer software		114,982			127,080			150,372			133,419			149,562
Total assets		1,542,802			1,879,800			1,962,043			1,947,212			1,985,740
Total debt		—			—			—			—			—
Total shareholder’s equity		1,270,939			1,577,531			1,671,039			1,636,151			1,674,501
Credit Statistics:
Ratio of earnings to fixed charges(a)		—			—			—			—			—

(a) The historical ratio of earnings to fixed charges for each of the years in the three-year period ended December 31, 2007 and the six months ended June 30, 2008 and 2007 is not meaningful since we did not have any debt outstanding during those time periods. See the “Pro Forma Financial Information” section of this prospectus for a ratio of earnings to fixed charges, based on the pro forma income statements for the year ended December 31, 2007 and the six months ended June 30, 2008. For purposes of calculating the ratio of earnings to fixed charges, “earnings” consist of income before income taxes plus fixed charges. “Fixed charges” include interest expense and amortization of debt issuance costs.

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RISK FACTORS

You should carefully consider the risks described below, together with all of the other information included in this prospectus, before making an investment in the new notes. In addition to the normal risks of a business, we are subject to significant risks and uncertainties. Any of the risks described herein could result in a significant adverse effect on our results of operation and financial condition. In such case, you may lose all or part of your investment in the notes.

Risks related to our business

If we fail to adapt our services to changes in technology or in the marketplace, or if our ongoing efforts to upgrade our technology are not successful, we could lose customers and have difficulty attracting new customers for our services.

The markets for our services are characterized by constant technological changes, frequent introductions of new services and evolving industry standards. Our future success will be significantly affected by our ability to enhance our current services, and develop and introduce new services that address the increasingly sophisticated needs of our customers and their customers. These initiatives carry the risks associated with any new service development effort, including cost overruns, delays in delivery, and performance issues. There can be no assurance that we will be successful in developing, marketing and selling new services that meet these changing demands, that we will not experience difficulties that could delay or prevent the successful development, introduction, and marketing of these services, or that our new services and their enhancements will adequately meet the demands of the marketplace and achieve market acceptance.

Consolidation in the banking and financial services industry could adversely affect our revenues by eliminating some of our existing and potential customers and could make us more dependent on a more limited number of customers.

There has been and continues to be substantial merger, acquisition and consolidation activity in the banking and financial services industry. Mergers or consolidations of banks and financial institutions in the future could reduce the number of our customers and potential customers, which could adversely affect our revenues even if these events do not reduce the aggregate activities of the consolidated entities. Further, negative operating results in the current economic environment could lead to some banks, including some of our largest customers, merging or being acquired. In addition, recently there have been a small number of bank failures related to the rising mortgage delinquency and default rates, particularly within the subprime lending market, and it is possible that additional banks could fail in the future. The failure of one of our customers may result in the immediate discontinuance of some or all of the services that we provide to that customer, or in the acquisition of that customer by other entities. If our customers merge with or are acquired by other entities that are not our customers, or that use fewer of our services, they may discontinue or reduce their use of our services.

The recent merger of Bank of America and Countrywide Financial Corporation (“Countrywide”) is an example of a merger that presents us with risks and opportunities, as prior to the merger, each of these two entities used some of the services we provide while obtaining others from third parties or from internal resources. We are in senior-level discussions with Bank of America about the scope of services we will provide to the newly consolidated entity. Bank of America has informed us that it is leaning towards phasing out the mortgage processing and appraisal services we provide to Bank of America and instead obtaining these services internally. These services together generated approximately 4% of our revenues in 2007. If this decision becomes final, we anticipate that a mortgage processing conversion would take from 12 to 30 months from July 2008, when the merger was completed. We have not received any formal notice of termination from Bank of America or been involved in any discussions with them about the mechanics or planning of a mortgage processing or appraisal conversion. It is possible that Bank of America could decide to continue its mortgage processing with us (due to greater efficiencies and cost savings we may provide as a result of our higher volumes, or due to other factors) or to continue its appraisal services with us (due to ramifications from the new Code of Conduct referred to below or other factors), although no assurance can be given in this

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regard. Furthermore, Bank of America obtains other services from us and has indicated a willingness to expand its relationship with us in other areas. We and Bank of America are discussing other revenue opportunities that may offset a phase-out of the mortgage processing and appraisal services. We cannot assure you that Bank of America will expand its relationship with us in other areas or that any other revenue opportunities will be realized.

It is possible that the larger banks or financial institutions resulting from mergers or consolidations would have greater leverage in negotiating terms with us or could decide to perform in-house some or all of the services which we currently provide or could provide. Further, additional bank mergers impacting our customers could result in the discontinued use of certain of our services. Any of these developments could have a material adverse effect on our business and results of operations.

Decreased lending and real estate activity reduces demand for certain of our services and may adversely affect our results of operations.

Real estate sales are affected by a number of factors, including mortgage interest rates, the availability of funds to finance purchases, the level of home prices and general economic conditions. The volume of refinancing transactions in particular and mortgage originations in general declined in 2005, 2006 and 2007 from 2004 levels, resulting in reduction of revenues in some of our businesses. The current Mortgage Bankers Association forecast is for $1.9 trillion of mortgage originations in 2008 compared to $2.3 trillion in 2007. In addition, rising mortgage delinquency and default rates have negatively impacted some of our mortgage lending customers, particularly within the subprime lending market. These trends appear likely to continue. Our revenues in future periods will continue to be subject to these and other factors which are beyond our control and, as a result, are likely to fluctuate.

Further, in the event that levels of home ownership were to decline or other factors were to reduce the aggregate number of U.S. mortgage loans, our revenues from mortgage processing could be adversely affected.

If we were to lose any of our largest customers, our results of operations could be significantly affected.

A small number of customers have accounted for a significant portion of our revenues, and we expect that a limited number of customers will continue to represent a significant portion of our revenues for the foreseeable future. In 2007, our three largest customers accounted for approximately 25% of our aggregate revenue and approximately 23% and 26% of the revenue of our Technology, Data and Analytics and Loan Transaction Services segments, respectively. In addition, our fourth largest customer in 2007, which represented 3.5% of our aggregate revenue, was Countrywide, which recently merged with Bank of America, which is one of our three largest customers. Our relationships with these and other large customers are important to our future operating results, and deterioration in any of those relationships, as a result of changes following a merger or otherwise, could significantly reduce our revenues. See “Management’s discussion and analysis of financial condition and results of operations — Business trends and conditions.”

We operate in a competitive business environment, and if we are unable to compete effectively our results of operations and financial condition may be adversely affected.

The markets for our services are intensely competitive. Our competitors vary in size and in the scope and breadth of the services they offer. We compete for existing and new customers against both third parties and in-house capabilities of our customers. Some of our competitors have substantial resources. In addition, we expect that the markets in which we compete will continue to attract new competitors and new technologies. There can be no assurance that we will be able to compete successfully against current or future competitors or that competitive pressures we face in the markets in which we operate will not materially adversely affect our business, financial condition and results of operations.

In our mortgage processing business, we face direct competition from third parties. Although we have a substantial market position in processing traditional mortgages, our share of the market for processing home equity lines of credit, an area in which we seek to expand, is much smaller. In this area, we also compete against providers of credit card processing systems, which often offer very aggressive pricing.

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Further, because many of our larger potential customers have historically developed their key processing applications in-house and therefore view their system requirements from a make-versus-buy perspective, we often compete against our potential customers’ in-house capacities. As a result, gaining new customers in our mortgage processing business can be difficult. For banks and other potential customers, switching from an internally designed system to an outside vendor, or from one vendor of mortgage processing services to a new vendor, is a significant undertaking. Many potential customers worry about potential disadvantages such as loss of accustomed functionality, increased costs and business disruption. As a result, potential customers often resist change. There can be no assurance that our strategies for overcoming potential customers’ reluctance to change will be successful, and this resistance may adversely affect our growth.

If we are unable to successfully consummate and integrate acquisitions, our results of operations may be adversely affected.

We anticipate that we will seek to acquire complementary businesses and services. This strategy will depend on our ability to find suitable acquisitions and finance them on acceptable terms. We may require additional debt or equity financing for future acquisitions, and doing so will be made more difficult by our substantial debt. If we are unable to acquire suitable acquisition candidates, we may experience slower growth.

Further, even if we successfully complete acquisitions, we will face challenges in integrating any acquired business. These challenges include eliminating redundant operations, facilities and systems, coordinating management and personnel, retaining key employees, managing different corporate cultures, and achieving cost reductions and cross-selling opportunities.

Acquisitions have not been a substantial factor in our growth in the past several years. Going forward, however, our management has articulated a strategy for us, as a stand-alone company, that includes growth through acquisitions. Our management will have to balance the challenges associated with being a newly stand-alone company with the demands of completing acquisitions and integrating acquired businesses. Without recent similar experiences and also without access to FIS’s infrastructure, systems and personnel, there can be no assurance that our management will be able to successfully complete acquisitions or bring new businesses together. Additionally, the acquisition and integration processes may disrupt our business and divert our resources.

We could have conflicts with FIS and FNF, and the Chairman of our board of directors and other officers and directors could have conflicts of interest due to their relationships with FIS or FNF.

FNF and FIS were under common ownership by old FNF until October 2006, when old FNF distributed all of its FNF shares to the stockholders of old FNF. In November 2006, old FNF then merged into FIS. However, FNF and FIS have remained parties to a variety of agreements, some of which were assigned to us by FIS in the spin-off. Further, FNF, FIS and we have overlapping directors and officers.

Conflicts may arise between FIS and us, or FNF and us, in each case as a result of our ongoing agreements and the nature of our respective businesses. Among other things, we became a party to a variety of agreements with FIS and FNF in connection with the spin-off, and we may enter into further agreements with FIS or FNF after the spin-off. Certain of our executive officers and directors could be subject to conflicts of interest with respect to such agreements and other matters due to their relationships with FIS or FNF.

William P. Foley, II, who became our Chairman as a result of the spin-off, is also the Executive Chairman of FIS and the executive Chairman of the board of directors of FNF. As a result, he has obligations to us as well as to FIS or FNF and could have conflicts of interest with respect to matters potentially or actually involving or affecting us and FIS or FNF.

Mr. Foley owns substantial amounts of FIS and FNF stock and stock options because of his relationships with FIS and FNF. In addition, Mr. Carbiener owns a substantial amount of FIS stock, and our directors, including Mr. Kennedy who serves as President and Chief Executive Officer of FIS, also own FIS and in some cases FNF stock and stock options due to similar current or past relationships. Such ownership could create or

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appear to create potential conflicts of interest when our directors and officers are faced with decisions that involve FIS or FNF or any of their respective subsidiaries.

Matters that could give rise to conflicts between us and FIS or FNF include, among other things:

•  our ongoing and future relationships with FIS or FNF, including related party agreements and other arrangements with respect to the administration of tax matters, employee benefits, indemnification, and other matters; and

•  the quality and pricing of services that we have agreed to provide to FIS or FNF or that it has agreed to provide to us.

We will seek to manage these potential conflicts through dispute resolution and other provisions of our agreements with FIS and FNF and through oversight by independent members of our board of directors. However, there can be no assurance that such measures will be effective or that we will be able to resolve all potential conflicts with FIS and FNF, or that the resolution of any such conflicts will be no less favorable to us than if we were dealing with a third party.

If FIS or FNF engages in the same type of business we conduct, our ability to successfully operate and expand our business may be limited.

Neither FIS nor FNF is under any obligation not to compete with us. Currently, although a substantial business of our loan facilitation services is acting as a title agent for FNF, FNF is under no obligation to deal exclusively with us, has business units that compete with us in the title agency business and could deal with other agents that compete with us for the title agency business we operate. FNF also competes with us to a small extent in appraisal and default management services.

Due to the significant resources of FIS and FNF, including financial resources, each of those companies could have a significant competitive advantage over us should it decide to engage in the types of business we conduct, which could have an adverse effect on our financial condition and results of operations.

We have a long sales cycle for many of our technology solutions and if we fail to close sales after expending significant time and resources to do so, our business, financial condition, and results of operations may be adversely affected.

The implementation of many of our technology solutions often involves significant capital commitments by our customers, particularly those with smaller operational scale. Potential customers generally commit significant resources to an evaluation of available technology solutions and require us to expend substantial time, effort and money educating them as to the value of our technology solutions and services. We incur substantial costs in order to obtain each new customer. We may expend significant funds and management resources during the sales cycle and ultimately fail to close the sale. Our sales cycle may be extended due to our customers’ budgetary constraints or for other reasons. If we are unsuccessful in closing sales after expending significant funds and management resources or if we experience delays, it could have a material adverse effect on our business, financial condition and results of operations.

We may experience defects, development delays, installation difficulties and system failures with respect to our technology solutions, which would harm our business and reputation and expose us to potential liability.

Many of our services are based on sophisticated software and computing systems, and we may encounter delays when developing new technology solutions and services. Further, the technology solutions underlying our services have occasionally contained and may in the future contain undetected errors or defects when first introduced or when new versions are released. In addition, we may experience difficulties in installing or integrating our technologies on platforms used by our customers. Finally, our systems and operations could be exposed to damage or interruption from fire, natural disaster, power loss, telecommunications failure,

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unauthorized entry and computer viruses. Defects in our technology solutions, errors or delays in the processing of electronic transactions, or other difficulties could result in:

•  interruption of business operations;

•  delay in market acceptance;

•  additional development and remediation costs;

•  diversion of technical and other resources;

•  loss of customers;

•  negative publicity; or

•  exposure to liability claims.

Any one or more of the foregoing occurrences could have a material adverse effect on our business, financial condition and results of operations. Although we attempt to limit our potential liability through disclaimers and limitation-of-liability provisions in our license and customer agreements, we cannot be certain that these measures will be successful in limiting our liability.

Security breaches or our own failure to comply with privacy regulations imposed on providers of services to financial institutions could harm our business by disrupting our delivery of services and damaging our reputation.

As part of our business, we electronically receive, process, store and transmit sensitive business information of our customers. In addition, we collect personal consumer data, such as names and addresses, social security numbers, driver’s license numbers and payment history records. Unauthorized access to our computer systems or databases could result in the theft or publication of confidential information or the deletion or modification of records or could otherwise cause interruptions in our operations. These concerns about security are increased when we transmit information over the Internet.

Additionally, as a provider of services to financial institutions, we are bound by the same limitations on disclosure of the information we receive from our customers as apply to the financial institutions themselves. If we fail to comply with these regulations, we could be exposed to suits for breach of contract or to governmental proceedings. In addition, if more restrictive privacy laws or rules are adopted in the future on the federal or state level, that could have an adverse impact on us. Any inability to prevent security or privacy breaches could cause our existing customers to lose confidence in our systems and terminate their agreements with us, and could inhibit our ability to attract new customers.

In the wake of the current mortgage market, there could be adverse regulatory consequences or litigation that could affect us.

Various aspects of our businesses are subject to federal and state regulation. The sharp rise in home foreclosures that started in the United States during the fall of 2006 and has accelerated in 2007 and 2008 has begun to result in investigations and lawsuits against various parties commenced by various governmental authorities and third parties. It has also resulted in governmental review of aspects of the mortgage lending business, which may lead to greater regulation in areas such as appraisals, default management, loan closings and regulatory reporting. Such actions and proceedings could have adverse consequences that could affect our business.

Over the last few months, the New York Attorney General, which we refer to as the NYAG, has been conducting an inquiry into various practices in the mortgage market, including a review of the possibility that conflicts of interest have in some cases affected the accuracy of property appraisals. Recently, the NYAG announced a resolution of a portion of this inquiry with respect to Federal National Mortgage Association, which we refer to as Fannie Mae, and Federal Home Loan Mortgage Corporation, which we refer to as Freddie Mac. Under agreements entered into with the NYAG, Fannie Mae and Freddie Mac each committed to adopt a new Home Valuation Code of Conduct. This Code of Conduct establishes requirements governing

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appraiser selection, compensation, conflicts of interest and corporate independence, among other matters. Both Fannie Mae and Freddie Mac have agreed that they will not purchase any single family mortgage loans, other than government-insured loans, originated after January 1, 2009 from mortgage originators that have not adopted the Code of Conduct with respect to such loans. Among other things, the Code of Conduct prohibits the purchase of home mortgage loans by Fannie Mae and Freddie Mac if the associated appraisal is performed by an appraiser that is employed by the lender, a real estate settlement services provider or a subsidiary of a real estate settlement services provider.

Although we provide real estate settlement services, we do not employ appraisers. Instead, we manage the activities of thousands of appraisers who all work as independent contractors. Nevertheless, Freddie Mac has issued a bulletin indicating that the prohibition in the Code of Conduct applies to independent contractor appraisers as well as employees.

The Code of Conduct was subject to a comment period that expired on April 30, 2008. We participated in the comment process to attempt to clarify that we are not covered by the Code of Conduct. Several of the comments submitted by other parties and made publicly available to date, such as the comment letters filed by the Office of the Comptroller of the Currency, the Office of Thrift Supervision and the Federal Trade Commission, have raised questions about the legality of the agreements reached by the NYAG with Fannie Mae and Freddie Mac on grounds such as whether the process by which the Code of Conduct was entered complied with appropriate administrative procedures for rulemaking.

As written, the Code of Conduct is favorable to our appraisal operations because we do not hire appraisers as employees. However, the bulletin issued by Freddie Mac shortly after the Code was adopted introduced uncertainty about how Freddie Mac would apply it. Neither Fannie Mae nor the NYAG have announced similar interpretations. The NYAG, Fannie Mae, Freddie Mac and the Office of Federal Housing Enterprise Oversight (the principal regulator of Fannie Mae and Freddie Mac) are currently reviewing the public comments on the Code of Conduct, and are expected to clarify their collective intent prior to its implementation on January 1, 2009. If the Code of Conduct is ultimately revised or interpreted by the parties thereto in a manner that is adverse to our appraisal operations, we will consider multiple options, which could include: (1) possible court challenges to the legality of the Code of Conduct, on state or federal grounds; (2) restructuring our appraisal operations so that we can comply with the Code, which might include some form of joint operations with a third party; or (3) selling our appraisal business. At this time, we are unable to predict the ultimate effect of the Code of Conduct on our business or results of operations.

On July 30, 2008, the President signed into law the Foreclosure Prevention Act of 2008, a wide-ranging piece of legislation aimed at assisting the troubled housing market. There is also pending legislation with a similar purpose in several states. It is too early to predict the impact that any such new legislation may have on our business or results of operations.

If our applications or services are found to infringe the proprietary rights of others, we may be required to change our business practices and may also become subject to significant costs and monetary penalties.

As our information technology applications and services develop, we may become increasingly subject to infringement claims. Any claims, whether with or without merit, could:

•  be expensive and time-consuming to defend;

•  cause us to cease making, licensing or using applications that incorporate the challenged intellectual property;

•  require us to redesign our applications, if feasible;

•  divert management’s attention and resources; and

•  require us to enter into royalty or licensing agreements in order to obtain the right to use necessary technologies.

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Provisions of our certificate of incorporation may prevent us from receiving the benefit of certain corporate opportunities.

Because FIS may engage in the same activities in which we engage, there is a risk that we may be in direct competition with FIS over business activities and corporate opportunities. Further, FNF does engage in some of the same businesses as we do and may in the future compete with us more significantly. To address these potential conflicts, we have adopted a corporate opportunity policy that has been incorporated into our certificate of incorporation. These provisions may limit the corporate opportunities of which we are made aware or which are offered to us.

During the time the notes are rated investment grade, many of the restrictive covenants will cease to be in effect.

During the time, if any, that the notes are rated at least “BBB-” by Standard & Poor’s or at least “Baa3” by Moody’s and certain other conditions are met, many of the restrictive covenants contained in the indenture governing the notes will cease to be in effect. We cannot assure you that the notes will ever be rated investment grade, or that if they are rated investment grade, the notes will maintain such rating. In addition, if the notes are rated investment grade and fail to maintain such rating, the covenants that were suspended will be reinstated. Suspension of these covenants would allow us to engage in certain transactions that would not be permitted while these covenants were in force and any such actions that we take while these covenants are not in force will be permitted even if the notes are subsequently downgraded below investment grade. See “Description of Notes — Certain covenants — Suspension of certain covenants when notes rated investment grade.”

Risks related to the spin-off

Our historical financial information may not be indicative of our future results as a stand-alone company.

The historical financial information we have included in this prospectus may not reflect what our results of operations, financial condition and cash flows would have been had we been a stand-alone company during the periods presented or be indicative of what our results of operations, financial condition and cash flows may be in the future now that we are a stand-alone company. This is primarily a result of the following factors:

•  our historical financial information does not reflect the debt and related interest expense that we incurred as part of the spin-off, including debt we incurred in order to issue debt obligations to FIS in partial consideration of FIS’s contribution to us of our operations; and

•  the historical financial information does not reflect the increased costs associated with being a stand-alone company, including changes that we expect in our cost structure, personnel needs, financing and operations of the contributed business as a result of the spin-off from FIS.

For additional information about the past financial performance of our business and the basis of the presentation of the historical financial statements, see “Selected historical financial data,” “Management’s discussion and analysis of financial condition and results of operations” and the historical financial statements and the accompanying notes included elsewhere in this prospectus.

If the contribution, debt exchange and/or spin-off do not qualify as tax-free transactions, tax could be imposed on FIS, us and/or FIS shareholders, and we may have to indemnify for the payment of those taxes and tax-related losses.

On June 20, 2008, FIS received a favorable private letter ruling from the Internal Revenue Service, which we refer to as the IRS, regarding the contribution of all of FIS’s interest in all the assets, liabilities, businesses and employees related to FIS’s lender processing services operations in exchange for the receipt by FIS of our common stock and our debt obligations, which we refer to as the contribution, the expected exchange by FIS of our debt obligations for certain outstanding FIS debt, which we refer to as the debt exchange, and the

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distribution of our common stock to FIS shareholders, which we refer to as the spin-off. The IRS ruling was to the effect that:

(i) the contribution taking into account the spin-off will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986 (the “Code”), as amended, which we refer to as the Code in which neither we nor FIS will recognize any gain or loss;

(ii) no gain or loss will be recognized by FIS in the debt exchange, pursuant to Section 361 of the Code; and

(iii) no gain or loss will be recognized by FIS or any FIS shareholder on the spin-off, pursuant to Section 355 and related provisions of the Code (including Section 361(c) of the Code), except that any gain that FIS shareholders realize on cash received in lieu of any fractional shares of our common stock to which such shareholders may be entitled in the spin-off generally will be taxable to the FIS shareholders.

Notwithstanding FIS’s receipt of the IRS private letter ruling, the IRS could determine that the contribution, debt exchange and/or spin-off constitute taxable transactions if it determines that there was a misstatement or omission of any of the facts, representations, or undertakings that were included in the request for the private letter ruling, or if it disagrees with the conclusions FIS reached regarding certain factual requirements that, consistent with the IRS’s standard ruling policy, were not covered by the IRS ruling.

If one or more of the contribution, debt exchange or spin-off transactions ultimately were determined to be subject to tax, FIS would recognize gain and the amount of that gain would be up to the excess of the fair market value of our stock and debt obligations FIS received in the contribution over its basis in the assets it contributed to us in the contribution. The amount of such gain could be substantial. Further, if the spin-off transaction were subject to tax, in addition to tax imposed on FIS, the FIS shareholders generally would be treated as if they received a taxable distribution equal to the full fair market value of our stock on the distribution date. In addition, we could be subject to tax on certain of the preliminary asset transfers within FIS that are made in connection with the contribution transaction.

Notwithstanding the favorable IRS ruling that the spin-off qualified for tax-free treatment, it would become taxable to FIS, pursuant to Section 355(e) of the Code, if 50% or more of the shares of either its common stock or our common stock were acquired, directly or indirectly, as part of a plan or series of related transactions that included the spin-off. If the IRS were to determine that acquisitions of FIS common stock or of our common stock, either before or after the spin-off, were part of a plan or series of related transactions that included the spin-off, this determination could result in the recognition of substantial gain by FIS under Section 355(e).

Although the taxes resulting from the contribution, debt exchange or spin-off not qualifying for tax-free treatment for United States Federal income tax purposes generally would be imposed on FIS shareholders and FIS, under the tax disaffiliation agreement entered into by FIS and us in connection with the distribution, we would be required to indemnify FIS and its affiliates against all tax related liabilities caused by the failure of any of those transactions to qualify for tax-free treatment for United States Federal income tax purposes (including as a result of Section 355(e) of the Code) to the extent these liabilities arise as a result of any action taken by us or any of our affiliates following the spin-off or otherwise result from any breach of any representation, covenant or obligation of ours or any of our affiliates under the tax disaffiliation agreement. See “Certain relationships and related party transactions — Arrangements with FIS — Tax Disaffiliation Agreement.” FIS estimates that the amount of our indemnification obligation for the amount of tax could be significant.

We have agreed to certain restrictions to help preserve the tax-free treatment to FIS of the spin-off, which may reduce our strategic and operating flexibility.

In order to help preserve the tax-free treatment of the spin-off, we have agreed not to take certain actions without first securing the consent of certain FIS officers or securing an opinion from a nationally recognized law firm or accounting firm that such action will not cause the spin-off to be taxable. In general, such actions

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would include, (i) for a period of two years after the spin-off, engaging in certain transactions involving (a) the acquisition of our stock or (b) the issuance of shares of our stock, (ii) repurchasing or repaying our new debt prior to maturity other than in accordance with its terms and (iii) making certain modifications to the terms of the debt that could affect its characterization for federal income tax purposes.

The covenants in, and our indemnity obligations under, the tax disaffiliation agreement may limit our ability to pursue strategic transactions or engage in new business or other transactions that may maximize the value of our business. The limitations on our ability to issue capital stock could, for example, make it harder for us to raise capital if we need additional funds to satisfy our debt service or other debt obligations.

Following the spin-off, we have substantial indebtedness, which could have a negative impact on our financing options and liquidity position and prevent us from fulfilling our obligations under the notes.

In connection with the spin-off, we issued to FIS shares of our common stock and $1,585 million principal amount of our debt obligations, in exchange for the assets to be contributed to us. As a result, following the spin-off, we have approximately $1,610.7 million of total debt outstanding, consisting of (i) a new senior secured credit agreement divided into two tranches, a $700 million Term Loan A and a $510 million Term Loan B and (ii) $375 million of senior unsecured notes. We also have additional borrowing capacity available under a new $140 million revolving credit facility, under which we borrowed approximately $25.7 million to pay debt issuance costs on the issue date. We also have other contractual commitments and contingent obligations. See “Management’s discussion and analysis of results of operations and financial condition — Contractual obligations.”

This high level of debt could have important consequences to us, including the following:

•  our debt level may make it more difficult for us to satisfy our obligations under the notes;

•  the debt level makes us more vulnerable to economic downturns and adverse developments in our business, may cause us to have difficulty borrowing money in the future in excess of amounts available under our credit facility for working capital, capital expenditures, acquisitions or other purposes and will limit our ability to pursue other business opportunities and implement certain business strategies;

•  we will need to use a large portion of the money we earn to pay principal and interest on our debt, which will reduce the amount of money available to finance operations, acquisitions and other business activities and pay stockholder dividends;

•  a substantial portion of the debt has a variable rate of interest, which exposes us to the risk of increased interest rates (for example, a one percent increase in interest rates would result in a $1 million increase in our annual interest expense for every $100 million of floating rate debt we incur, which may make it more difficult for us to service our debt);

•  while we have entered into an agreement limiting our exposure to higher interest rates and may enter into additional similar agreements in the future, any such agreements may not offer complete protection from this risk; and

•  we have a higher level of debt than certain of our competitors, which may cause a competitive disadvantage and may reduce flexibility in responding to changing business and economic conditions, including increased competition.

Despite our substantial debt, we may still be able to incur significantly more debt. This could further exacerbate the risks associated with our substantial debt.

We may be able to incur additional debt in the future. The terms of our new credit facilities and the indenture governing the notes allow us to incur substantial amounts of additional debt, subject to certain limitations. If new debt is added to our current debt levels, the related risks we could face would be magnified.

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Our financing arrangements subject us to various restrictions that could limit our operating flexibility and our ability to make payments on the notes.

The agreements governing our new credit facilities and the indenture governing the notes each impose operating and financial restrictions on our activities. These restrictions include compliance with, or maintenance of, certain financial tests and ratios, including a minimum interest coverage ratio and maximum leverage ratio, and limit or prohibit our ability to, among other things:

•  create, incur or assume any additional debt and issue preferred stock;

•  create, incur or assume certain liens;

•  redeem and/or prepay certain subordinated debt we might issue in the future;

•  pay dividends on our stock or repurchase stock;

•  make certain investments and acquisitions;

•  enter into or permit to exist contractual limits on the ability of our subsidiaries to pay dividends to us;

•  enter new lines of business;

•  engage in consolidations, mergers and acquisitions;

•  engage in specified sales of assets; and

•  enter into transactions with affiliates.

These restrictions on our ability to operate our business could harm our business by, among other things, limiting our ability to take advantage of financing, merger and acquisition and other corporate opportunities.

The risks described in this Risk Factors section, as well as adverse changes in economic conditions generally, could result in adverse financial changes for our company, which in turn could affect our ability to comply with these covenants and maintain these financial tests and ratios. A default would permit lenders to accelerate the maturity for the debt under these agreements and to foreclose upon any collateral securing the debt and to terminate any commitments to lend. Under these circumstances, we might have insufficient funds or other resources to satisfy all our obligations.

Potential liabilities may arise due to fraudulent transfer considerations, which would adversely affect our financial condition and our results of operations.

If a court were to determine that, at the time of the spin-off, either FIS or our company:

•  was insolvent,

•  was rendered insolvent by reason of the spin-off,

•  had remaining assets constituting unreasonably small capital, or

•  intended to incur, or believed it would incur, debts beyond its ability to pay as such debts matured,

the court might be able to void the spin-off, in whole or in part, as a fraudulent conveyance or transfer under Federal or State law. The court could then require our stockholders to return to FIS some or all of the shares of our common stock issued pursuant to the spin-off, or require FIS or us, as the case may be, to fund liabilities of the other company for the benefit of creditors. The measure of insolvency will vary depending upon the jurisdiction whose law is being applied. Generally, however, an entity would be considered insolvent if the fair value of its assets was less than the amount of its liabilities or if it incurred debt beyond its ability to repay such debt as it matures. In connection with the spin-off, we will incur substantial debt. Neither we nor FIS has obtained a solvency opinion from an independent financial advisor in connection with the spin-off.

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Risks related to the notes

The notes are effectively subordinated to our and the guarantors’ secured debt.

The notes, and each guarantee of the notes, are unsecured and therefore are effectively subordinated to any of our and the guarantors’ secured debt to the extent of the assets securing such debt. In the event of a bankruptcy or similar proceeding, the assets which serve as collateral for any secured debt will be available to satisfy the obligations under the secured debt before any payments are made on the notes. After giving pro forma effect to the spin-off, we would have had approximately $1.2 billion of secured debt outstanding and $114.3 million of additional availability under our new credit facilities as of June 30, 2008. The notes are effectively subordinated to any borrowings under the new credit facilities and other secured debt. The indenture governing the notes allows us to incur a substantial amount of additional secured debt.

Not all of our subsidiaries are required to guarantee the notes, and the assets of any non-guarantor subsidiaries may not be available to make payments on the notes.

Certain of our subsidiaries did not guarantee the new credit facilities or the old notes and will not guarantee the new notes. As of June 30, 2008, after giving pro forma effect to the spin-off, the non-guarantor subsidiaries represented under 5% of our total combined assets and total combined liabilities. In addition, for the twelve months ended June 30, 2008, after giving pro forma effect to the spin-off, the non-guarantors would have contributed under 5% of our total combined revenue. All of our future unrestricted subsidiaries, and any of our future restricted subsidiaries that do not guarantee any of our other debt, will not guarantee the notes. Also, in the event an existing guarantor of the notes is released from its guarantee under our new credit facilities, its guaranty of the notes will also be released.

In the event that any of our non-guarantor subsidiaries becomes insolvent, liquidates, reorganizes, dissolves or otherwise winds up, holders of our debt, and our trade creditors generally will be entitled to payment on their claims from the assets of that subsidiary before any of those assets are made available to us or any guarantors. Consequently, your claims in respect of the notes will be effectively subordinated to all of the liabilities of any of our subsidiaries that is not a guarantor, including trade payables. In addition, the indenture will, subject to certain limitations, permit these subsidiaries to incur additional indebtedness and will not contain any limitation on the amount of other liabilities, such as trade payables, that these subsidiaries may incur.

To service our debt and meet our other cash needs, we will require a significant amount of cash, which may not be available to us.

Our ability to make payments on, or repay or refinance, our debt, including the notes, and to fund planned capital expenditures, dividends and other cash needs will depend largely upon our future operating performance. Our future performance, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. In addition, our ability to borrow funds in the future to make payments on our debt will depend on the satisfaction of the covenants in our new credit facilities and our other debt agreements, including the indenture governing the notes, and other agreements we may enter into in the future. Specifically, we will need to maintain specified financial ratios and satisfy financial condition tests. Furthermore, we expect to pay cash dividends of $0.40 per share per annum, which will represent an aggregate of approximately $38 million per year to the holders of our common stock. We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our new credit facilities or from other sources in an amount sufficient to enable us to pay our debt, including the notes, or to fund our dividends and other liquidity needs.

In addition, prior to the repayment of the notes, we will be required to refinance or repay our new credit facilities. We cannot assure you that we will be able to refinance any of our debt, including our new credit facilities, on commercially reasonable terms or at all. If we are unable to make payments or refinance our debt or obtain new financing under these circumstances, we would have to consider other options, such as:

•  sales of assets;

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•  sales of equity; and

•  negotiations with our lenders to restructure the applicable debt.

Our credit agreement and the indenture governing the notes may restrict, or market or business conditions may limit, our ability to do some of these things. In addition, certain tax related agreements may limit our ability to engage in such actions. See “— Risks related to the spin-off — If the contribution, debt exchange and/or spin-off do not qualify as tax-free transactions, tax could be imposed on FIS, us and/or FIS shareholders, and we may have to indemnify for the payment of those taxes and tax-related losses” and “— Risks related to the notes — Following the spin-off, we have substantial indebtedness, which could have a negative impact on our financing options and liquidity position and prevent us from fulfilling our obligations under the notes.”

We are dependent upon dividends from our subsidiaries to meet our debt service obligations.

We are a holding company and conduct all of our operations through our subsidiaries. Our ability to meet our debt service obligations will be dependent on receipt of dividends from our direct and indirect subsidiaries. Subject to the restrictions contained in our new credit agreement and indenture, future borrowings by our subsidiaries may contain restrictions or prohibitions on the payment of dividends by our subsidiaries to us. See “Description of Notes — Certain covenants.” In addition, applicable state corporate law may limit the ability of our subsidiaries to pay dividends to us. We cannot assure you that the agreements governing the current and future indebtedness of our subsidiaries, applicable laws or state regulation will permit our subsidiaries to provide us with sufficient dividends, distributions or loans to fund payments on these notes when due.

Fraudulent conveyance laws may void the notes and/or the guarantees or subordinate the notes and/or the guarantees.

The issuance of the notes may be subject to review under federal bankruptcy law or relevant state fraudulent conveyance laws if a bankruptcy lawsuit is commenced by or on behalf of our or the guarantors’ creditors. Under these laws, if in such a lawsuit a court were to find that, at the time the notes are issued, we:

•  incurred this debt with the intent of hindering, delaying or defrauding current or future creditors; or

•  received less than reasonably equivalent value or fair consideration for incurring this debt,

and the guarantor:

•  was insolvent or was rendered insolvent by reason of the related financing transactions;

•  was engaged, or about to engage, in a business or transaction for which our remaining assets constituted unreasonably small capital to carry on our business; or

•  intended to incur, or believed that we would incur, debts beyond our ability to pay these debts as they mature, as all of the foregoing terms are defined in or interpreted under the relevant fraudulent transfer or conveyance statutes;

then the court could void the notes or subordinate the notes to our presently existing or future debt or take other actions detrimental to you.

While the notes were issued to FIS in exchange for the contribution of the lender processing services operations, a court could conclude they were issued for less than reasonably equivalent value. The measure of insolvency for purposes of the foregoing considerations will vary depending upon the law of the jurisdiction that is being applied in any such proceeding. Generally, an entity would be considered insolvent if, at the time it incurred the debt:

•  it could not pay its debts or contingent liabilities as they become due;

•  the sum of its debts, including contingent liabilities, is greater than its assets, at fair valuation; or

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•  the present fair saleable value of its assets is less than the amount required to pay the probable liability on its total existing debts and liabilities, including contingent liabilities, as they become absolute and mature.

We cannot assure you as to what standard a court would apply in order to determine whether we were “insolvent” as of the date the notes were issued, and we cannot assure you that, regardless of the method of valuation, a court would not determine that we were insolvent on that date. Nor can we assure you that a court would not determine, regardless of whether we were insolvent on the date the notes were issued, that the payments constituted fraudulent transfers on another ground.

Our obligations under the notes are guaranteed by all of our existing subsidiaries that are guarantors under our new credit facilities, and the guarantees may also be subject to review under various laws for the protection of creditors. The analysis set forth above would generally apply, except that the guarantees could also be subject to the claim that, since the guarantees were incurred for our benefit, and only indirectly for the benefit of the guarantors, the obligations of the guarantors thereunder were incurred for less than reasonably equivalent value or fair consideration. A court could void a guarantor’s obligation under its guarantee, subordinate the guarantee to the other indebtedness of a guarantor, direct that holders of the notes return any amounts paid under a guarantee to the relevant guarantor or to a fund for the benefit of its creditors, or take other action detrimental to the holders of the notes. In addition, the liability of each guarantor under the indenture will be limited to the amount that will result in its guarantee not constituting a fraudulent conveyance, and there can be no assurance as to what standard a court would apply in making a determination as to what would be the maximum liability of each guarantor.

We may be unable to make a change of control offer required by the indenture governing the notes which would cause defaults under the indenture governing the notes and our new credit facilities.

The terms of the notes require us to make an offer to repurchase the notes upon the occurrence of a change of control at a purchase price equal to 101% of the principal amount of the notes, plus accrued interest to the date of the purchase. The terms of our new credit facilities require, and other financing arrangements may require, repayment of amounts outstanding in the event of a change of control and limit our ability to fund the repurchase of your notes in certain circumstances. It is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of notes or that restrictions in our new credit facilities and other financing arrangements will not allow the repurchases. See “Description of Notes — Certain covenants — Repurchase of notes upon a change of control.”

An active trading market may not develop for the notes, which may hinder your ability to liquidate your investment.

The notes are a new issue of securities with no established trading market and we do not intend to list them on any securities exchange. The liquidity of the trading market in the notes, and the market price quoted for the notes, may be adversely affected by changes in the overall market for fixed income securities and by changes in our financial performance or prospects or in the prospects for companies in our industry in general. As a result, we cannot assure you that an active trading market will develop for the notes. If no active trading market develops, you may not be able to resell your notes at their fair market value or at all.

You may have difficulty selling your old notes that you do not exchange, and any old notes that you do not exchange could experience significant diminution in value compared to the value of the new notes.

If you do not exchange your outstanding old notes for the new notes offered in this exchange offer, you will continue to be subject to the restrictions on the transfer of your old notes. Those transfer restrictions are described in the indenture governing the old notes, and in the offering memorandum for the old notes, and arose because we originally issued the old notes under an exemption from, and in transactions not subject to, the registration requirements of the Securities Act of 1933. In general, you may only offer or sell the old notes if they are registered under the Securities Act and applicable state securities laws, or offered and sold under an exemption from these requirements. We do not plan to register the old notes under the Securities Act. For

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further information regarding the consequences of tendering your old notes in the exchange offer, see the discussions below under the captions “The Exchange Offer — Consequences of Failure to Exchange” and “Certain U.S. Federal Tax Considerations.”

You must comply with the exchange offer procedures in order to receive new, freely tradable new notes.

Delivery of the new notes in exchange for old notes tendered and accepted for exchange pursuant to the exchange offer will be made in accordance with the procedures described in this prospectus. We are not required to notify you of defects or irregularities in tenders of old notes for exchange. Old notes that are not tendered or that are tendered but we do not accept for exchange will, following consummation of the exchange offer, continue to be subject to the existing transfer restrictions under the Securities Act and, upon consummation of the exchange offer, certain registration and other rights under the registration rights agreements will terminate. See “The Exchange Offer — Procedures for Tendering Old Notes” and “The Exchange Offer — Consequences of Failure to Exchange.”

Some holders who exchange their old notes may be deemed to be underwriters, and these holders will be required to comply with the registration and prospectus delivery requirements in connection with any resale transaction.

If you exchange your old notes in the exchange offer for the purpose of participating in a distribution of the new notes, you may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

FORWARD-LOOKING STATEMENTS

The statements contained in this prospectus or in our other documents or in oral presentations or other statements made by our management that are not purely historical are forward-looking statements, including statements regarding our expectations, hopes, intentions, or strategies regarding the future. These statements relate to, among other things, our future financial and operating results. In many cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue,” or the negative of these terms and other comparable terminology. Actual results could differ materially from those anticipated in these statements as a result of a number of factors, including, but not limited to:

•  general political, economic, and business conditions, including the possibility of intensified international hostilities, acts of terrorism, and general volatility in the capital markets;

•  failures to adapt our services to changes in technology or in the marketplace;

•  consolidation in the mortgage lending or banking industry;

•  security breaches of our systems and computer viruses affecting our software;

•  a decrease in the volume of real estate transactions such as real estate sales and mortgage refinancings, which can be caused by high or increasing interest rates, a shortage of mortgage funding, or a weak United States economy;

•  the impact of competitive services and pricing;

•  the ability to identify suitable acquisition candidates and the ability to finance such acquisitions, which depends upon the availability of adequate cash reserves from operations or of acceptable financing terms and the variability of our stock price;

•  our ability to integrate any acquired business’ operations, services, customers, and personnel;

•  the effect of our substantial leverage, which may limit the funds available to make acquisitions and invest in our business;

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•  changes in, or the failure to comply with, government regulations, including privacy regulations, and the possible effects of the new Code of Conduct with respect to appraisals which Fannie Mae and Freddie Mac are required to adopt, as described above; and

•  other risks detailed elsewhere in this information statement, including in the Risk Factors section.

We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

THE EXCHANGE OFFER

Terms of the Exchange Offer

General

In connection with the issuance of the old notes pursuant to the purchase agreement, dated as of June 18, 2008, among us, the selling noteholders named therein and the several initial purchasers named therein, the holders of the notes from time to time became entitled to the benefits of a registration rights agreement.

Under the registration rights agreement, we agreed to use our commercially reasonable efforts to cause the registration statement of which this prospectus is a part to become effective under the Securities Act of 1933 within 210 days of the issue date of the old notes.

Upon the terms and subject to the conditions set forth in this prospectus and the letter of transmittal, all old notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on the expiration date will be accepted for exchange. We will issue new notes in exchange for an equal principal amount of outstanding old notes accepted in the exchange offer. You may only tender old notes in minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof. This prospectus, together with the letter of transmittal, is being sent to all registered holders as of • , 2008. The exchange offer is not conditioned upon any minimum principal amount of old notes being tendered for exchange. Our obligation to accept old notes for exchange pursuant to the exchange offer is, however, subject to conditions as set forth below under “— Conditions.”

The old notes will be deemed to have been accepted as validly tendered when, as and if we have given oral or written notice of such acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders of old notes for the purposes of receiving the new notes and delivering new notes to such holders.

Based on interpretations by the staff of the Securities and Exchange Commission as set forth in no-action letters issued to third parties (including Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991), K-III Communications Corporation (available May 14, 1993) and Shearman & Sterling (available July 2, 1993)), we believe that the new notes issued pursuant to the exchange offer may be offered for resale, resold and otherwise transferred by any holder of such new notes, other than any such holder that is a broker-dealer or an “affiliate” of ours within the meaning of Rule 405 under the Securities Act of 1933, without compliance with the registration and prospectus delivery requirements of the Securities Act of 1933, provided that:

•  such new notes are acquired in the ordinary course of business;

•  at the time of the commencement of the exchange offer, such holder has no arrangement or understanding with any person to participate in a distribution of such new notes; and

•  such holder is not engaged in, and does not intend to engage in, a distribution of such new notes.

We have not sought and do not intend to seek a no-action letter from the staff of the Securities and Exchange Commission with respect to the effects of the exchange offer, and there can be no assurance that the staff of the Securities and Exchange Commission would make a similar determination with respect to the new notes as it has in previous no-action letters.

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By tendering old notes in exchange for new notes, and executing the letter of transmittal, you will represent to us that:

•  any new notes to be received by you will be acquired in the ordinary course of business;

•  you have no arrangements or understandings with any person to participate in the distribution of the new notes within the meaning of the Securities Act of 1933; and

•  you are not our “affiliate,” as defined in Rule 405 under the Securities Act of 1933.

If you are a broker-dealer, you will also be required to represent that you will receive the new notes for your own account in exchange for old notes acquired as a result of market-making activities or other trading activities, that you will deliver a prospectus in connection with any resale of new notes and that you have not entered into any arrangement or understanding with us or an affiliate of ours to distribute the new notes in connection with any resale of such new notes. See “Plan of Distribution.” If you are not a broker-dealer, you will be required to represent that you are not engaged in and do not intend to engage in the distribution of the new notes. Whether or not you are a broker-dealer, you must also represent that you are not acting on behalf of any person that could not truthfully make any of the foregoing representations contained in this paragraph. If you are unable to make the foregoing representations, you may not rely on the applicable interpretations of the staff of the Securities and Exchange Commission and must comply with the registration and prospectus delivery requirements of the Securities Act of 1933 in connection with any secondary resale transaction unless such sale is made pursuant to an exemption from such requirements.

Each broker-dealer that holds old notes for its own account as a result of market-making activities or other trading activities and receives new notes pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes, where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

Upon consummation of the exchange offer, any old notes not tendered will remain outstanding and continue to accrue interest at the rate provided therein, and holders of old notes who do not exchange their old notes for new notes pursuant to the exchange offer will no longer be entitled to registration rights and will not be able to offer or sell their old notes unless such old notes are subsequently registered under the Securities Act of 1933, except pursuant to an exemption from or in a transaction not subject to the Securities Act of 1933 and applicable state securities laws.

Expiration Date; Extensions; Amendments; Termination

The expiration date for the exchange offer will be 5:00 p.m., New York City time, on • , 2008 unless we, in our sole discretion, extend the exchange offer, in which case the expiration date for the exchange offer will be the latest date to which the exchange offer has been extended.

To extend the expiration date, we will notify the exchange agent of any extension by oral or written notice and will notify the remaining holders of the old notes by means of a press release or other public announcement prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date for the exchange offer. Such an announcement may state that we are extending the exchange offer for a specified period of time.

We reserve the right to:

(1) extend the exchange offer, delay acceptance of any old notes due to an extension of the exchange offer or terminate the exchange offer and not permit acceptance of old notes not previously accepted if any of the conditions set forth under “— Conditions” has occurred and has not been waived by us prior

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to 5:00 p.m., New York City time, on the expiration date, by giving oral or written notice of such delay, extension or termination to the exchange agent, or

(2) amend the terms of the exchange offer in any manner deemed by us to be advantageous to the holders of the old notes.

Any such delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice of such delay, extension or termination or amendment to the exchange agent. If the terms of the exchange offer are amended in a manner determined by us to constitute a material change, we will promptly disclose such amendment in a manner reasonably calculated to inform you of such amendment, and we will extend the exchange offer so that at least five business days remain in the exchange offer from the date notice of such material change is given.

Without limiting the manner in which we may choose to make public an announcement of any delay, extension or termination of the exchange offer, we will have no obligations to publish, advertise or otherwise communicate any such public announcement, other than by making a timely release to an appropriate news agency.

Interest on the New Notes

The new notes will accrue interest at the rate of 8.125% per annum, accruing interest from the last interest payment date on which interest was paid on the corresponding old notes surrendered in exchange for such new notes to the day before the consummation of the exchange offer and thereafter, at the rate of 8.125% per annum for the new notes, provided, however, that if old notes are surrendered for exchange on or after a record date for the notes for an interest payment date that will occur on or after the date of such exchange and as to which interest will be paid, interest on the new notes received in exchange for such old notes will accrue from the date of such interest payment date. Interest on the new notes is payable on January 1 and July 1 of each year, commencing January 1, 2009. No additional interest will be paid on old notes tendered and accepted for exchange.

Procedures for Tendering Old Notes

To tender your old notes, you must either:

•  complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal, have the signatures on the letter of transmittal guaranteed, and mail or otherwise deliver the letter of transmittal or such facsimile, together with any other required documents, to the exchange agent for the notes prior to 5:00 p.m., New York City time, on the expiration date; or

•  comply with the Automated Tender Offer Program procedures of the Depository Trust Company, or “DTC,” as described below.

In addition, either:

•  the exchange agent for the notes must receive certificates representing old notes along with the letter of transmittal; or

•  prior to the expiration date, the exchange agent for the notes must receive a timely confirmation of book-entry transfer of old notes into the exchange agent’s account at DTC according to the procedure for book-entry transfer described below or a properly transmitted agent’s message; or

•  you must comply with the guaranteed delivery procedures described below.

We will only issue new notes in exchange for old notes that are timely and properly tendered. The method of delivery of old notes, letters of transmittal and all other required documents is at your election and risk. Rather than mail these items, we recommend that you use an overnight or hand-delivery service. If delivery is by mail, we recommend that you use registered mail, properly insured, with return receipt requested. In all cases, you should allow sufficient time to assure timely delivery and should carefully follow the instructions on how to tender old notes. You should not send old notes, letters of transmittal or other

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required documents to us. Instead, you must deliver all old notes, letters of transmittal and other documents to the exchange agent for the notes at its address set forth below under “— Exchange Agent.” You may also request your respective brokers, dealers, commercial banks, trust companies or nominees to effect such tender on your behalf. Neither we nor the exchange agent for the notes is required to tell you of any defects or irregularities with respect to your old notes or the tenders of the old notes.

Your tender of old notes will constitute an agreement between you and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal. If you are a beneficial owner of old notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your old notes, you should contact such registered holder promptly and instruct such registered holder to tender on your behalf.

Signatures on the letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by any member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934 unless the old notes tendered pursuant to the letter of transmittal or notice of withdrawal, as the case may be, are tendered:

•  by a registered holder of old notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

•  for the account of an eligible guarantor institution.

If the letter of transmittal is signed by a person other than the registered holder of any old notes listed on the old notes, such old notes must be endorsed or accompanied by a properly completed bond power. The bond power must be signed by the registered holder as the registered holder’s name appears on the old notes and an eligible guarantor institution must guarantee the signature on the bond power.

If the letter of transmittal or any certificates representing old notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and unless waived by us, submit with the letter of transmittal evidence satisfactory to us of their authority to so act.

DTC has confirmed that any financial institution that is a participant in DTC’s system may use DTC’s Automated Tender Offer Program to tender. Participants in the program may, instead of physically completing and signing the letter of transmittal and delivering it to the exchange agent for the notes, electronically transmit an acceptance of the exchange by causing DTC to transfer the old notes to the exchange agent for the notes in accordance with DTC’s Automated Tender Offer Program procedures for transfer. DTC will then send an agent’s message to the exchange agent for the notes. In connection with tenders of the old notes, the term “agent’s message” means a message transmitted by DTC, received by the exchange agent for the notes and forming part of the book-entry confirmation, that states that:

•  DTC has received an express acknowledgment from a participant in its Automated Tender Offer Program that is tendering old notes that are the subject of the book-entry confirmation;

•  the participant has received and agrees to be bound by the terms of the letter of transmittal, or, in the case of an agent’s message relating to guaranteed delivery, such participant has received and agrees to be bound by the notice of guaranteed delivery; and

•  we may enforce that agreement against such participant.

Book-Entry Transfer

Promptly after the date of this prospectus, the exchange agent for the notes will make a request to establish an account with respect to the old notes at DTC as book-entry transfer facility for tenders of the old notes. Any financial institution that is a participant in the applicable book-entry transfer facility’s systems may make book- entry delivery of old notes by causing the book-entry transfer facility to transfer such old notes

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into the exchange agent’s account for such notes at the book-entry transfer facility in accordance with such book-entry transfer facility’s procedures for transfer. In addition, although delivery of old notes may be effected through book-entry transfer at the book-entry transfer facility, the letter of transmittal or a facsimile thereof, together with any required signature guarantees and any other required documents, or an agent’s message, must in any case be transmitted to and received by the exchange agent at its address set forth below under “— Exchange Agent” prior to 5:00 p.m., New York City time, on the expiration date, or the guaranteed delivery procedures described below must be complied with. Delivery of documents to the applicable book-entry transfer facility does not constitute delivery to the exchange agent.

Acceptance of Old Notes for Exchange; Delivery of New Notes

Upon satisfaction or waiver of all of the conditions to the exchange offer, all old notes properly tendered will be accepted promptly after the expiration date, and new notes will be issued promptly after acceptance of such old notes. See “— Conditions.” For purposes of the exchange offer, old notes will be deemed to have been accepted as validly tendered for exchange when, as and if we have given oral or written notice thereof to the exchange agent. For each old note accepted for exchange, the holder of such old note will receive a new note having a principal amount equal to that of the surrendered old note.

In all cases, issuance of new notes for old notes that are accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of:

•  certificates for such old notes or a timely book-entry confirmation of such old notes into the exchange agent’s account at the applicable book-entry transfer facility; and

•  a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent’s message.

If any tendered old notes are not accepted for any reason set forth in the terms and conditions of the exchange offer, such unaccepted or such non-exchanged old notes will be returned without expense to the tendering holder of such notes, if in certificated form, or credited to an account maintained with such book-entry transfer facility promptly after the expiration or termination of the exchange offer.

All questions as to the validity, form, eligibility, time of receipt and withdrawal of the tendered old notes will be determined by us in our sole discretion, such determination being final and binding on all persons. We reserve the absolute right to reject any and all old notes not properly tendered or any old notes that, if accepted, would, in the opinion of counsel for us, be unlawful. We also reserve the absolute right to waive any irregularities or defects with respect to tender as to particular old notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes must be cured within such time as we determine. Neither we, the exchange agent nor any other person will be under any duty to give notification of defects or irregularities with respect to tenders of old notes, nor will we or any of them incur any liability for failure to give such notification. Tenders of old notes will not be deemed to have been made until such irregularities have been cured or waived. Any old notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned without cost to such holder by the exchange agent, unless otherwise provided in the letter of transmittal, promptly following the expiration date.

In addition, we reserve the right in our sole discretion, subject to the provisions of the indenture pursuant to which the notes were issued:

•  to purchase or make offers for any old notes that remain outstanding subsequent to the expiration date or, as set forth under “— Conditions,” to terminate the exchange offer;

•  to redeem the old notes as a whole or in part at any time and from time to time, as set forth under “Description of Notes — Optional Redemption;” and

•  to the extent permitted under applicable law, to purchase the old notes in the open market, in privately negotiated transactions or otherwise.

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The terms of any such purchases or offers could differ from the terms of the exchange offer.

Guaranteed Delivery Procedures

If you cannot complete the procedures for book-entry transfer for any old notes on a timely basis, you may tender your old notes if:

•  the tender is made through an eligible guarantor institution within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934;

•  prior to the expiration date, the exchange agent for the notes receives by facsimile transmission, mail or hand delivery from such eligible guarantor institution a properly completed and duly executed letter of transmittal and notice of guaranteed delivery, substantially in the form provided by us, which

(1)	sets forth the name and address of the holder of the old notes and the principal amount of old notes tendered;
(2)	states the tender is being made thereby; and
(3)	guarantees that within three New York Stock Exchange, or NYSE, trading days after the date of execution of the notice of guaranteed delivery, the certificates for all physically tendered old notes, in proper form for transfer, or a book-entry confirmation, as the case may be, and any other documents required by the letter of transmittal will be deposited by the eligible guarantor institution with the exchange agent; and

•  the certificates for all physically tendered old notes, in proper form for transfer, or a book-entry confirmation, as the case may be, and all other documents required by the letter of transmittal are received by the exchange agent within three NYSE trading days after the date of execution of the notice of guaranteed delivery.

Withdrawal of Tenders

Tenders of old notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

For a withdrawal to be effective, the exchange agent must receive a written notice of withdrawal prior to 5:00 p.m., New York City time, on the expiration date at its address set forth below under “— Exchange Agent.” Any such notice of withdrawal must:

•  specify the name of the person having tendered the old notes to be withdrawn;

•  identify the old notes to be withdrawn, including the principal amount of such old notes;

•  in the case of old notes tendered by book-entry transfer, specify the number of the account at the book-entry transfer facility from which the old notes were tendered and specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn old notes and otherwise comply with the procedures of such facility;

•  contain a statement that such holder is withdrawing its election to have such old notes exchanged;

•  be signed by the holder in the same manner as the original signature on the letter of transmittal by which such old notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer to have the trustee with respect to the old notes register the transfer of such old notes in the name of the person withdrawing the tender; and

•  specify the name in which such old notes are registered, if different from the person who tendered such old notes.

All questions as to the validity, form, eligibility and time of receipt of such notice will be determined by us, in our sole discretion, such determination being final and binding on all persons. Any old notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer.

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Any old notes that have been tendered for exchange but that are not exchanged for any reason will be returned to the tendering holder of such notes without cost to such holder, in the case of physically tendered old notes, or credited to an account maintained with the book-entry transfer facility for the old notes promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn old notes may be retendered by following one of the procedures described above under “— Procedures for Tendering Old Notes” at any time on or prior to 5:00 p.m., New York City time, on the expiration date.

Conditions

Notwithstanding any other provision in the exchange offer, we will not be required to accept for exchange, or to issue new notes in exchange for, any old notes and may terminate or amend the exchange offer if at any time prior to 5:00 p.m., New York City time on the expiration date, we determine in our reasonable judgment that (i) the exchange offer violates applicable law or any applicable interpretation of the Securities and Exchange Commission or its staff or (ii) any action or proceeding has been instituted or threatened in any court or by any governmental agency that might materially impair our ability to proceed with the exchange offer, or any material adverse development has occurred in any existing action or proceeding with respect to us.

The foregoing conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any such condition or may be waived by us in whole or in part at any time and from time to time, prior to the expiration date, in our reasonable discretion. Our failure at any time to exercise any of the foregoing rights prior to 5:00 p.m., New York City time, on the expiration date will not be deemed a waiver of any such right, and each such right will be deemed an ongoing right that may be asserted at any time and from time to time prior to 5:00 p.m., New York City time, on the expiration date. If we waive any of the foregoing conditions to an exchange offer and determine that such waiver constitutes a material change, we will extend the offer so that at least five business days remain in the offer from the date notice of such material change is given.

In addition, we will not accept for exchange any old notes tendered, and no new notes will be issued in exchange for any such old notes, if at any such time any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture governing the notes under the Trust Indenture Act of 1939. Pursuant to the registration rights agreement, we are required to use our commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the registration statement at the earliest possible time.

Exchange Agent

U.S. Bank National Association, Corporate Trust Services (“U.S. Bank”) has been appointed as exchange agent for the exchange offer for the notes. U.S. Bank also acts as trustee under the indenture governing the old notes, which is the same indenture that will govern the new notes. Questions and requests for assistance and requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent addressed as follows:

By Overnight Courier or Registered or Certified Mail:	By Hand Delivery:
U. S. Bank National Association West Side Flats Operations Center Attn: Specialized Finance 60 Livingston Avenue Mail Station — EP-MN-WS2N St. Paul, MN 55107-2292	U. S. Bank National Association West Side Flats Operations Center Attn: Specialized Finance 60 Livingston Avenue Mail Station — EP-MN-WS2N St. Paul, MN 55107-2292
By Facsimile Transmission (for Eligible Institutions Only):	To confirm by telephone or for information:
404-898-2467	800-934-6802

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Fees and Expenses

The expenses of soliciting tenders pursuant to the exchange offer will be borne by us. The principal solicitation for tenders pursuant to the exchange offer is being made by mail; however, additional solicitations may be made by telegraph, telephone, telecopy or in person by our officers and regular employees.

We will not make any payments to or extend any commissions or concessions to any broker or dealer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse the exchange agent for its reasonable out-of-pocket expenses. We may also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of the prospectus and related documents to the beneficial owners of the old notes and in handling or forwarding tenders for exchange.

The expenses to be incurred by us in connection with the exchange offer will be paid by us, including fees and expenses of the exchange agent and trustee and accounting, legal, printing and related fees and expenses.

We will pay all transfer taxes, if any, applicable to the exchange of old notes pursuant to the exchange offer. If, however, new notes or old notes for principal amounts not tendered or accepted for exchange are to be registered or issued in the name of any person other than the registered holder of the old notes tendered, or if tendered old notes are registered in the name of any person other than the person signing the letter of transmittal, or if a transfer tax is imposed for any reason other than the exchange of old notes pursuant to the exchange offer, then the amount of any such transfer taxes imposed on the registered holder or any other persons will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

Federal Income Tax Consequences

We believe that the exchange of the old notes for the new notes will not constitute a taxable exchange for U.S. federal income tax purposes. See “Certain U.S. Federal Tax Considerations.”

Accounting Treatment

The new notes will be recorded as carrying the same value as the old notes, which is face value, as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes as a result of the exchange offer. The expenses of the exchange offer will be deferred and charged to expense over the term of the new notes.

Consequences of Failure to Exchange

Holders of old notes that do not exchange their old notes for new notes pursuant to the exchange offer will continue to be subject to the restrictions on transfer of such old notes as set forth in the legend on such old notes as a consequence of the issuance of the old notes pursuant to exemptions from, or in transactions not subject to, the registration requirements of the Securities Act of 1933 and applicable state securities laws. See “Risk Factors — Risks related to the notes — You may have difficulty selling your old notes that you do not exchange, and any old notes that you do not exchange could experience significant diminution in value compared to the value of the new notes.”

USE OF PROCEEDS

The exchange offer is intended to satisfy our obligations under the registration rights agreement that we entered into in connection with the private offering of the old notes. We will not receive any cash proceeds from the issuance of the new notes under the exchange offer. In consideration for issuing the new notes as contemplated by this prospectus, we will receive the old notes in like principal amount, the terms of which are identical in all material respects to the new notes, with limited exceptions. Old notes surrendered in exchange for new notes will be retired and canceled and cannot be reissued. Accordingly, the issuance of the new notes will not result in any increase in our indebtedness.

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CAPITALIZATION

The following table describes our cash and cash equivalents and capitalization as of June 30, 2008 on an actual basis, and on an as-adjusted basis to give effect to the incurrence by us of approximately $1.6 billion of debt, consisting of (i) a new senior secured credit agreement divided into two tranches, a $700 million Term Loan A and a $510 million Term Loan B and (ii) $375 million of senior unsecured notes. The as-adjusted column also includes a $140 million revolving credit facility, of which approximately $25.7 million was drawn to cover issuance costs at the spin-off date. The information presented below should be read in conjunction with “Pro forma financial information,” “Management’s discussion and analysis of financial condition and results of operations” and our combined financial statements and the related notes included elsewhere in this offering memorandum.

	As of June 30, 2008
	Actual		As Adjusted
	(Dollars in thousands)
Cash and cash equivalents	$	18,628	$	18,628
Long-term debt:
New credit facilities
Revolver		—		25,700	(1)
Term Loan A		—		700,000
Term Loan B		—		510,000
Notes offered hereby		—		375,000
Total long-term debt(2)		—		1,610,700
Total equity		1,674,501		89,501
Total capitalization	$	1,674,501	$	1,700,201

(1)	We have a $140 million revolving credit facility of which approximately $25.7 million was drawn to cover debt issuance costs at the spin-off date. Therefore, we have approximately $114.3 million additional borrowing capacity.
(2)	The first year committed principal payments under our new credit facility will be approximately $135.8 million.

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PRO FORMA FINANCIAL INFORMATION

The following unaudited pro forma consolidated and combined financial statements present historical financial statements of our company with adjustments relating to our spin-off from our parent, including the incurrence of approximately $1.6 billion in debt, interest expense related to the debt, and the related reduction in equity. The unaudited pro forma consolidated balance sheet as of June 30, 2008 is presented as if the spin-off of our company had been completed on June 30, 2008. The unaudited pro forma consolidated and combined statement of earnings for the year ended December 31, 2007 and the six months ended June 30, 2008 are presented as if the spin-off of our company had been completed on January 1, 2007.

These unaudited pro forma consolidated and combined financial statements should be read in conjunction with our historical consolidated and combined financial statements and accompanying notes included herein. The unaudited pro forma consolidated and combined financial statements are not necessarily indicative of the results of operations or financial position of LPS that would have been reported had the spin-off been completed as of the dates presented, and are not necessarily representative of the future consolidated results of operations or financial position of our company. The pro forma adjustments do not give effect to the additional annual costs that we will incur as a separately traded public company. We expect these costs to be approximately $10-15 million per year.

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Unaudited pro forma consolidated balance sheet
as of June 30, 2008

			Pro Forma
	Historical		Adjustments			Pro Forma
	(Dollars in thousands)
Assets
Current assets:
Cash and cash equivalents	$	18,628	$	—		$	18,628
Trade receivables, net		350,565		—			350,565
Other receivables		12,318		—			12,318
Prepaid expenses and other current assets		24,767		—			24,767
Deferred income taxes		34,640		—			34,640
Total current assets		440,918		—			440,918
Property and equipment, net		92,487		—			92,487
Goodwill		1,086,606		—			1,086,606
Intangibles assets, net		103,347		—			103,347
Computer software, net		149,562		—			149,562
Other non-current assets		112,820		25,700	(1)		138,520
Total assets	$	1,985,740	$	25,700		$	2,011,440
Liabilities and equity
Current liabilities:
Trade accounts payable	$	28,358		—		$	28,358
Accrued salaries and benefits		23,037		—			23,037
Recording and transfer tax liabilities		17,555		—			17,555
Other accrued liabilities		65,189		—			65,189
Current portion of long-term debt		—		135,800	(2)		135,800
Deferred revenues		58,394		—			58,394
Total current liabilities		192,533		135,800			328,333
Deferred revenues		31,312		—			31,312
Deferred income taxes		54,844		—			54,844
Long-term debt		—		1,474,900	(2)		1,474,900
Other long-term liabilities		21,777		—			21,777
Total liabilities	$	300,466	$	1,610,700		$	1,911,166
Minority interest		10,773		—			10,773
Preferred stock $0.0001 par value, 50 million shares authorized, none issued and outstanding		—		—			—
Common stock $0.0001 par value, 500 million shares authorized, 94.6 million shares issued and outstanding at June 30, 2008 on a pro forma basis		—		10	(3)		10
Additional paid-in capital		1,667,268		(1,585,010	)(3)		82,258
Retained earnings		6,983		—			6,983
Accumulated other comprehensive earnings		250		—			250
Total equity		1,674,501		(1,585,000	)(2)(3)		89,501
Total liabilities and equity	$	1,985,740	$	25,700		$	2,011,440

(1) This amount represents the capitalized debt issuance costs in connection with the borrowings under the credit agreement and notes offering described in Footnote 2 below.

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(2)

These amounts represent the new debt incurred by us in connection with the spin-off. Upon the closing of the spin-off, we had approximately $1,610.7 million of indebtedness, consisting of (i) a new senior secured credit agreement consisting of a $700 million Term Loan A and a $510 million Term Loan B and a revolving credit facility of $140 million with approximately $25.7 million drawn to cover debt issuance costs at the spin-off date and (ii) $375 million of senior notes. At the spin-off date we had approximately $114.3 million in additional borrowing capacity under the new revolving credit agreement. We currently estimate that the first year committed principal payments under our new credit agreement will be $135.8 million and thus are presenting that amount as current portion of long-term debt and the remaining $1,474.9 million as long-term debt.

(3)

These amounts represent the reclassification of the remaining net investment by FIS into common stock and additional paid-in capital subsequent to our issuance of long-term debt and the consummation of the spin-off. The number of outstanding shares shown equals one-half of the number of FIS shares outstanding as of June 30, 2008 because the number of outstanding common shares issued by us was equal to one-half the number of outstanding FIS shares as of the consummation date of the spin-off.

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Unaudited pro forma consolidated and combined statement of earnings
for the six months ended June 30, 2008

				Pro Forma
	Historical			Adjustments			Pro Forma
	(Dollars in thousands)
Processing and services revenues	$	913,106		$	—		$	913,106
Cost of revenues		585,137			—			585,137
Gross profit		327,969			—			327,969
Selling, general and administrative expenses		118,999			—			118,999
Operating income		208,970			—			208,970
Other income (expense):
Interest income		563			—			563
Interest expense		(58	)		(45,966	)(1)		(46,024	)
Other income, net		282			—			282
Total other income (expense)		787			(45,966	)		(45,179	)
Earnings before income taxes, equity in loss of unconsolidated entity and minority interest		209,757			(45,966	)		163,791
Provision for income taxes		81,386			(17,835	)(2)		63,551
Earnings before equity in loss of unconsolidated entity and minority interest		128,371			(28,131	)		100,240
Equity in loss of unconsolidated entity		(2,370	)		—			(2,370	)
Minority interest expense		(723	)		—			(723	)
Net earnings (loss)	$	125,278		$	(28,131	)	$	97,147

Note: Based on our pro forma income statement for the six months ended June 30, 2008 the ratio of earnings to fixed charges is 4.6x. For purpose of calculating the ratio of earnings to fixed charges, “earnings” consist of income before income taxes plus fixed charges. “Fixed charges” include interest expense and amortization of debt issuance costs.

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Unaudited pro forma combined statement of earnings
for the year ended December 31, 2007

				Pro Forma
	Historical			Adjustments			Pro Forma
	(Dollars in thousands)
Processing and services revenues	$	1,690,568		$	—		$	1,690,568
Cost of revenues		1,058,647			—			1,058,647
Gross profit		631,921			—			631,921
Selling, general and administrative expenses		207,859			—			207,859
Operating income		424,062			—			424,062
Other income (expense):
Interest income		1,690			—			1,690
Interest expense		(146	)		(97,273	)(1)		(97,419	)
Total other income (expense)		1,544			(97,273	)		(95,729	)
Earnings before income taxes, equity in loss of unconsolidated entity and minority interest		425,606			(97,273	)		328,333
Provision for income taxes		164,734			(37,644	)(2)		127,090
Earnings before equity in loss of unconsolidated entity and minority interest		260,872			(59,629	)		201,243
Equity in loss of unconsolidated entity		(3,048	)		—			(3,048	)
Minority interest expense		(1,019	)		—			(1,019	)
Net earnings (loss)	$	256,805		$	(59,629	)	$	197,176

(1)	This amount represents the interest expense associated with the $1,610.7 million in debt incurred by us in connection with the spin-off assuming the spin-off occurred on January 1, 2007. Our new bank debt bears interest at a floating rate, which would have been 4.98% on the revolving credit agreement, Term Loan A and Term Loan B based on the one month LIBOR rate on June 18, 2008 (2.48%) and a spread of 2.5%. Our new senior notes bear interest at a fixed rate of 8.125%. A 1/8% change in the assumed blended interest rate would result in a change in interest expense of approximately $2 million annually. Amortization of estimated capitalized debt issuance costs in connection with the borrowings included in the pro forma interest expense is approximately $6.1 million for the year ended December 31, 2007 and $2.7 million for the six months ended June 30, 2008. These estimates also reflect principal paydowns of approximately $36.3 million ($35 million of Term Loan A, $1.3 million of Term Loan B) per quarter under the credit agreement (other than in the first quarter after closing, in which only $1.3 million is payable) and the paydown of the revolver of $25.7 million during the first quarter of 2007.
(2)	This amount represents the tax benefit relating to the additional interest expense at the Company’s historical tax rate of 38.7% for the year ended December 31, 2007 and 38.8% for six months ended June 30, 2008.
Note:	Based on the pro forma income statement for the year ended December 31, 2007 the ratio of earnings to fixed charges is 4.4x. For purposes of calculating the ratio of earnings to fixed charges, “earnings” consist of income before taxes plus fixed charges. “Fixed charges” include interest expense and amortization of debt issuance costs.

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SELECTED HISTORICAL FINANCIAL DATA

The following table presents our selected historical financial data. The combined statement of earnings data for each of the years in the three-year period ended December 31, 2007 and the combined balance sheet data as of December 31, 2007 and 2006 have been derived from our audited combined financial statements included elsewhere herein. The consolidated and combined statement of earnings data for the six months ended June 30, 2008 and 2007 and the consolidated balance sheet data as of June 30, 2008 are derived from our unaudited combined financial statements included herein. The combined statement of earnings data for the years ended December 31, 2004 and 2003 and the combined balance sheet data as of June 30, 2007 and December 31, 2005, 2004 and 2003 are derived from our unaudited combined financial statements not included herein. The unaudited consolidated and combined financial statements have been prepared on the same basis as the audited combined financial statements and, in the opinion of our management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the information set forth herein.

The selected historical financial data presented below should be read in conjunction with our consolidated and combined financial statements and accompanying notes and “Pro forma financial information” and “Management’s discussion and analysis of financial condition and results of operations” included elsewhere herein. Our financial information may not be indicative of our future performance and does not necessarily reflect what our financial position and results of operations would have been had we operated as a separate, stand-alone entity during the periods presented, including changes that will occur in our operations and capitalization as a result of our spin-off from FIS. Further, results for any interim period are not necessarily indicative of results to be expected for the full year.

											Unaudited
	Year Ended December 31,										Six Months Ended June 30,
	2003		2004		2005		2006		2007		2007		2008
	(Dollars in thousands)
Statement of earnings Data:
Processing and services revenues	$	1,217,768	$	1,312,416	$	1,382,479	$	1,484,977	$	1,690,568	$	826,438	$	913,106
Net earnings	$	138,480	$	118,069	$	195,705	$	201,055	$	256,805	$	115,045	$	125,278
Balance sheet data (at period end):
Cash and cash equivalents	$	66,119	$	84,093	$	59,756	$	47,783	$	39,566	$	49,077	$	18,628
Total assets	$	1,420,896	$	1,494,065	$	1,542,802	$	1,879,800	$	1,962,043	$	1,947,212	$	1,985,740

Selected quarterly financial information (unaudited)

	Quarter Ended
	March 31,			June 30,			September 30,		December 31,
	(Dollars in thousands)
2007
Processing and services revenues	$	401,428		$	425,010		$	425,464	$	438,666
Earnings before income taxes, equity in loss of unconsolidated entity and minority interest		90,486			100,725			112,674		121,721
Net earnings	$	54,539		$	60,506		$	67,991	$	73,769
2006
Processing and services revenues	$	351,163		$	357,007		$	384,748	$	392,059
Earnings before income taxes, equity in loss of unconsolidated entity and minority interest		69,102	(a)		85,695	(a)		94,081		80,842
Net earnings	$	42,161		$	52,245		$	57,389	$	49,260

(a) Amounts reflect an adjustment, of $8.7 million in stock compensation expense allocation, from amounts included in the Form 10, filed June 20, 2008. Subsequent to the filing, we determined $8.7 million of the allocation recorded in the three months end June 30, 2006 should have been recorded in the three months ended March 31, 2006.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the combined financial statements and the notes thereto and selected historical financial information included elsewhere herein. The discussion below contains forward-looking statements that are based upon our current expectations and are subject to uncertainty and changes in circumstances. Our actual results may differ materially from these expectations due to changes in global, political, economic, business, competitive and market factors, many of which are beyond our control. See “Forward-Looking Statements.”

Overview

We are a leading provider of integrated technology and outsourced services to the mortgage lending industry, with market-leading positions in mortgage processing and default management services in the U.S. A large number of financial institutions use our services, including 39 of the 50 largest banks in the U.S. based on 2007 rankings. Our technology solutions include our mortgage processing system, which processes over 50% of all U.S. residential mortgage loans by dollar volume. Our outsourced services include our default management services, which are used by mortgage lenders and servicers to reduce the expense of managing defaulted loans, and our loan facilitation services, which support most aspects of the closing of mortgage loan transactions to national lenders and loan servicers. For the year ended December 31, 2007, we generated revenues of $1,690.6 million and operating income of $424.1 million.

The spin-off transaction

Prior to distributing all of our common stock to its shareholders, FIS contributed all of the assets and liabilities comprising its lender processing services businesses as of the date of the spin-off to us in exchange for additional shares of our common stock and approximately $1.6 billion principal amount of our new debt obligations. Following the effectiveness of our registration statement on Form 10 with respect to the distribution of our stock, FIS distributed 100% of our common stock to its shareholders in the spin-off and exchanged the new debt for a like amount of its existing debt. The spin-off was tax-free to FIS and its shareholders, and the debt-for-debt exchange was tax-free to FIS. FIS then retired its debt received in exchange for our new debt obligations. The spin-off was completed on July 2, 2008. FIS’s former Chief Financial Officer, Jeffrey S. Carbiener, became the President and Chief Executive Officer of our company.

Reporting segments

We conduct our operations through two reporting segments, Technology, Data and Analytics and Loan Transaction Services. Our Technology, Data and Analytics segment principally includes:

•  our mortgage processing services, which we conduct using our market-leading mortgage servicing platform, or MSP, and our team of experienced support personnel based primarily at our Jacksonville, Florida data center;

•  our Desktop application, a workflow system that assists our customers in managing business processes, which today is primarily used in connection with mortgage loan default management but which has broader applications;

•  our other software and related service offerings, including our mortgage origination software, our real estate closing and title insurance production software and our middleware application which provides collaborative network connectivity among mortgage industry participants; and

•  our data and analytics businesses, the most significant of which is our alternative property valuations business, which provides a range of types of valuations other than traditional appraisals, our property records business and our advanced analytic services, which assist our customers in their loan marketing or loss mitigation efforts.

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For the year ended December 31, 2007, this segment produced $570.1 million in revenue, of which our mortgage processing services represented $339.7 million.

Our Loan Transaction Services segment offers a range of services used mainly in the making of a mortgage loan, which we refer to as our loan facilitation services, and in the management of mortgage loans that go into default. Our loan facilitation services include:

•  settlement services, which consist of title agency services, in which we act as an agent for title insurers, and closing services, in which we assist in the closing of real estate transactions; and

•  other origination services, which consist of traditional appraisal and appraisal management services, real estate tax services, which provide lenders with information about the tax status of a property, and flood zone information, which assists lenders in determining whether a property is in a federally designated flood zone.

Our default management services offer a full spectrum of outsourced services in connection with defaulted loans. These services include, among others:

•  foreclosure services, including access to a nationwide network of independent attorneys, document preparation and recording and other services;

•  property inspection and preservation services, designed to preserve the value of properties securing defaulted loans; and

•  asset management services, providing REO disposition services through a network of independent real estate brokers, attorneys and other vendors to facilitate the transaction.

Our revenues from these services grew significantly in 2007 and tend to provide a natural hedge against the effects of high interest rates or a slow real estate market on our loan facilitation services. For the year ended December 31, 2007, revenues from our Loan Transaction Services segment were $1,125.9 million.

We also have a corporate segment that consists of the corporate overhead and other smaller operations that are not included in the other segments.

We were incorporated in December 2007 and completed our spin-off from FIS on July 2, 2008.

Separation from FIS

Our historical financial statements include assets, liabilities, revenues and expenses directly attributable to our operations. Our historical financial statements reflect allocations of certain corporate expenses from FIS. These expenses have been allocated to us on a basis that management considers to reflect most fairly or reasonably the utilization of the services provided to or the benefit obtained by our businesses. These expense allocations reflect an allocation to us of a portion of the compensation of certain senior officers and other personnel of FIS who will not be our employees after the distribution but who historically provided services to us. Certain of the amounts allocated to us reflect a portion of amounts charged to FIS under agreements entered into with FNF. Our historical financial statements also do not reflect the debt or interest expense we might have incurred if we had been a stand-alone entity. In addition, we will incur other expenses, not reflected in our historical financial statements, as a result of being a separate publicly traded company. As a result, our historical financial statements do not necessarily reflect what our financial position or results of operations would have been if we had been operated as a stand-alone public entity during the periods covered, and may not be indicative of our future results of operations or financial position. We estimate that the expected amount of additional costs we will incur as a separately traded public company would be approximately $10 to $15 million per year.

Related party transactions

We have historically conducted business with FIS and with FNF. We have various agreements with FNF under which we have provided title agency services, software development and other data services. We have been allocated corporate costs from FIS and will continue to receive certain corporate services from FIS for a

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period of time. We have also had other arrangements with FNF and FIS under which we have paid or been allocated expenses. Summaries of the material agreements between us and FIS and FNF are included in “Certain relationships and related party transactions” and in the notes to the combined financial statements.

A summary of related party items with FIS or FNF included in our revenues and expenses is as follows:

							Six Months
							Ended
	Year Ended December 31,						June 30,
	2007		2006		2005		2008		2007
	(Dollars in millions)
Title agency commissions	$	132.2	$	83.9	$	80.9	$	66.8	$	68.3
Software development revenue		59.5		32.7		7.7		28.1		28.7
Other data related services		19.6		19.8		17.4		7.1		10.0
Total revenues	$	211.3	$	136.4	$	106.0	$	102.0	$	107.0

										Six Months Ended
	Year Ended December 31,									June 30,
	2007			2006			2005			2008			2007
	(Dollars in millions)
Title plant information expense	$	5.8		$	3.9		$	3.0		$	4.7		$	2.6
Corporate services		35.7			51.8			54.9			27.6			19.8
Licensing, leasing and cost sharing agreement		(12.2	)		(13.2	)		(10.8	)		(5.3	)		(9.5	)
Total expenses	$	29.3		$	42.5		$	47.1		$	27.0		$	12.9

We have been included in FIS’s consolidated tax returns and thus any income tax liability or receivable is due to/from FIS. For purposes of our historical combined financial statements any other receivables or payables between FIS and us are treated as capital contributions.

Certain of the foregoing related party arrangements are set forth in agreements between us and FNF or FIS that will remain in effect for specified periods following the distribution. Other items described above in respect of which amounts have been allocated to or by us are the subject of agreements entered into by us with related parties at or prior to the time of the distribution. These existing agreements and certain other agreements we entered into at the time of the distribution are described in “Certain relationships and related party transactions.”

Our related party revenues have increased over the period from 2005 to 2007. The main component of the overall increase was the increase in title agency commissions to $132.2 million in 2007 from $83.9 million in 2006. Our title agency business sells title insurance policies issued by FNF to third parties who are our customers. We reflect the title agent commissions received as related party revenues. The 2007 increase in these commissions was largely the result of title insurance business that our default management services generated with customers of our default operations. Our software development revenues, which represent amounts received from FNF for licensed software, software maintenance and software development activities, also increased, primarily as a result of work we performed on development of a new agency management system for FNF’s title insurance operations.

The spin-off in itself did not have a significant impact on the level of revenues we derive from related parties. We continue serving as a title agent for FNF and our title commissions will depend largely on levels of real estate and default activity and our success in competing for customers. Given the degree of completion of the agency management system development project and the overall state of the real estate industry (which will likely have an impact on FNF’s discretionary spending for software development), we do not expect our software development revenues from FNF to increase in 2008 over 2007 amounts. None of the agreements under which we earn related party revenues limit FNF or FIS from using another vendor and therefore, to the extent they could find similar services from third parties, they are free to do so.

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Prior to the distribution we issued approximately $1.6 billion principal amount of our debt obligations to FIS. See “— Liquidity and capital resources.” FIS exchanged these debt obligations for its existing Tranche B Term Loans, following which our new debt was syndicated or otherwise distributed by FIS’s bank lenders.

Investment by FNF in FNRES Holdings, Inc.

On December 31, 2006, FNF contributed $52.5 million to FNRES Holdings, Inc., our subsidiary, which we refer to as FNRES, for approximately 61% of the outstanding shares of FNRES. As a result, since December 31, 2006, we no longer consolidate FNRES, but record our remaining 39% interest as an equity investment in the amount of $30.5 million and $33.5 million as of December 31, 2007 and 2006, respectively. We recorded equity losses (net of tax), from our investment in FNRES, of $3.0 million for the year ended December 31, 2007. During 2006 and 2005, FNRES contributed revenues of $45.1 million and $43.7 million, respectively, and operating (loss) income of $(6.6) million and $1.7 million, respectively, which are reflected in the Corporate and Other segment.

Business trends and conditions

Our revenues in our loan facilitation businesses and certain of our data businesses are affected by the level of residential real estate activity, which depends in part on the level of interest rates. The increase in interest rates and tightening of lending standards in 2007 resulted in a reduction in new loan originations and refinancing activity. In addition to earlier rate reduction actions, the Federal Reserve Bank decreased the federal funds rate by a total of 200 basis points during the first quarter of 2008. This move resulted in an increase in mortgage refinancing volume in the first part of the first quarter; however, this increased volume level has not been sustained. The current Mortgage Bankers Association forecast is for $1.9 trillion of mortgage originations in 2008 as compared to $2.3 trillion in 2007. Relatively higher interest rates are also likely to result in seasonal effects having more influence on real estate activity. Traditionally, the greatest volume of real estate activity, particularly residential resale transactions, has occurred in the spring and summer months.

Our various businesses are impacted differently by the level of mortgage originations and refinancing transactions. For instance, while our loan facilitation and some of our data businesses are directly affected by a downturn in real estate transactions and mortgage originations, our mortgage processing business is generally not affected by such a downturn as it earns revenues based on processing the total amount of mortgage loans outstanding which tends to stay more constant. Over 2007, we were able to offset somewhat the impact of lower levels of mortgage originations and refinancing transactions on our loan facilitation and other data services by continuing to gain market share in our traditional appraisal business, but if there is a continued downturn in the real estate market there is no guarantee that this trend will continue and our loan facilitation revenues could decrease.

In contrast, we believe that a rising interest rate environment or a weaker economy tends to increase the volume of consumer mortgage defaults and thus favorably affect our default management services, which provide services relating to residential mortgage loans in default. The overall strength of the economy also affects default revenues. These factors also increase our revenues from Desktop, because its primary application at present is in connection with default management. Although management believes our aggregate revenues are likely to be somewhat higher in periods when interest rates are lower and real estate markets are robust, our default management services provide a natural hedge against the volatility of the real estate business.

Our 2006 and 2007 results demonstrate the extent to which rising default management revenues can offset declines in loan facilitation revenues. 2005 was an active year for mortgage originations, the level of which declined in 2006 and again in 2007. In 2005, our revenues from loan facilitation and default management (excluding Desktop revenues) were $603.6 million and $216.4 million, respectively; in 2006 they were $623.1 million and $277.8 million, respectively; and in 2007 they were $652.9 million and $473.0 million, respectively. It is difficult to state with certainty the extent to which rising interest rates and changes in the economy produced these results, because we gained market share in our traditional appraisal and default

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businesses during much of the three years. However, our management believes that absent these market share gains, our loan facilitation revenues would have declined over the three year period while our default revenues would have increased.

Historically, some of our default management businesses have had lower margins than our loan facilitation businesses. However, as our default volumes have increased, our margins have improved significantly on the incremental sales in 2007 and the first six months of 2008. Because we are often not paid for our default services until completion of the foreclosure, default does not contribute as quickly to our cash flow from operations as it does to our revenues. Our trade receivables balance increased by approximately $100.6 million from December 31, 2006 to December 31, 2007, largely due to the increase in our default business. Our traditional appraisal services tend to have had lower margins than the remainder of our loan facilitation services.

At the same time, as revenue from our loan facilitation businesses has decreased, the associated margins have declined. Sharply lower levels of subprime lending in the second half of 2007 and in 2008 have particularly affected our tax business, the customers of which were heavily weighted to subprime lenders. The rate at which subprime loans are refinanced or repaid due to sales has declined significantly, which in turn has substantially increased the service period for life of loan tax monitoring without any associated additional revenue.

In connection with the spin-off, we incurred approximately $1.6 billion in long-term debt, of which a substantial portion bears interest at a floating rate. We also have a $140 million revolving credit facility. Following the spin-off, therefore, we became highly leveraged and became subject to risk from changes in interest rates. Having this amount of debt also makes us more susceptible to negative economic changes, as a large portion of our cash is committed to servicing our debt. Therefore, in a bad economy or if interest rates rise, it will be harder for us to attract executive talent, invest in acquisitions or new ventures, or develop new services.

We may be affected by the consolidation trend in the banking industry. This trend may be beneficial or detrimental to our lender processing services businesses. Prior to a merger, merger partners often purchase services from competing service providers. When a mortgage processing client is involved in a consolidation, we may benefit by expanding the use of our services if such services are chosen to survive the consolidation and support the newly combined entity. In our other service lines, we are typically one of two or more vendors of the particular type of service to each of our customers. Following a merger involving a customer of ours in these service lines and a non-customer, our business may increase if the merged entity chooses to retain us as one of its preferred providers of services. Conversely, we may lose market share if a customer of ours is involved in a consolidation and our mortgage processing or other services are not chosen to survive the consolidation and support the newly combined entity. A recent example is the December 2007 sale by ABN AMRO of a mortgage portfolio for which we provided mortgage processing to a bank that we do not service, which resulted in a small loss of revenues for us in the first quarter of 2008 from mortgage processing.

The recent merger of Bank of America and Countrywide is an example of a merger that presents us with risks and opportunities, as prior to the merger, each of these two entities used some of the services we provide while obtaining others from third parties or from internal resources. We are in senior-level discussions with Bank of America about the scope of services we will provide to the newly consolidated entity. Bank of America has informed us that it is leaning towards phasing out the mortgage processing and appraisal services we provide to Bank of America and instead obtaining these services internally. These services together generated approximately 4% of our revenues in 2007. If this decision becomes final, we anticipate that a mortgage processing conversion would take from 12 to 30 months from July 2008, when the merger was completed. We have not received any formal notice of termination from Bank of America or been involved in any discussions with them about the mechanics or planning of a mortgage processing or appraisal conversion. It is possible that Bank of America could decide to continue its mortgage processing with us (due to greater efficiencies and cost savings we may provide as a result of our higher volumes, or due to other factors) or to continue its appraisal services with us (due to ramifications from the new Code of Conduct or other factors), although no assurance can be given in this regard. Furthermore, Bank of America obtains other services from

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us and has indicated a willingness to expand its relationship with us in other areas. We and Bank of America are discussing other revenue opportunities that may offset a phase-out of the mortgage processing and appraisal services. We cannot assure you that Bank of America will expand its relationship with us in other areas or that any other revenue opportunities will be realized.

In a number of our business lines, we are affected by the decisions of potential customers to outsource the types of functions our businesses provide or perform those functions internally. Generally, demand for outsourcing solutions has increased over time as providers such as us realize economies of scale and improve their ability to provide services that improve customer efficiencies and reduce costs. Further, in a slowing economy or mortgage market, we believe that larger financial institutions may seek additional outsourcing solutions to avoid the fixed costs of operating or investing in internal capabilities.

Finally, for a description of the new Code of Conduct that Fannie Mae and Freddie Mac have committed to adopt with respect to appraisals, see “Risk Factors — Risks related to our business — In the wake of the current mortgage market, there could be adverse regulatory consequences or litigation that could affect us.” We are currently unable to predict the ultimate effect of the Code of Conduct on our business or results of operations.

Critical accounting policies

The accounting policies described below are those we consider critical in preparing our combined financial statements. These policies require management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosures with respect to contingent liabilities and assets at the date of the combined financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual amounts could differ from those estimates. See Note 2 of notes to the combined financial statements for a more detailed description of the significant accounting policies that have been followed in preparing our combined financial statements.

Revenue recognition

We recognize revenues in accordance with SEC Staff Accounting Bulletin No. 104 (“SAB No. 104”), “Revenue Recognition” and related interpretations, Financial Accounting Standards Board (“FASB”) Emerging Issues Task Force No. 00-21 (“EITF 00-21”), “Revenue Arrangements with Multiple Deliverables,” American Institute of Certified Public Accountant’s SOP No. 97-2 “Software Revenue Recognition” (“SOP 97-2”), SOP No. 98-9 “Modification of SOP No. 97-2, Software Revenue Recognition, with Respect to Certain Transactions” (“SOP 98-9”), and SOP No. 81-1, “Accounting for Performance of Construction Type and Certain Production-Type Contracts” (“SOP 81-1”). Recording revenues under the provisions of these pronouncements requires judgment, including determining whether or not an arrangement includes multiple elements, whether any of the elements are essential to the functionality of any other elements, and whether evidence of fair value exists for those elements. Customers receive certain contract elements over time and changes to the elements in an arrangement, or in our ability to identify fair value for these elements, could materially impact the amount of earned and unearned revenue reflected in our financial statements.

The primary judgments relating to our revenue recognition are determining when all of the following criteria are met under SAB 104: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the seller’s price to the buyer is fixed or determinable; and (4) collectibility is reasonably assured. Under EITF 00-21, judgment is also required to determine whether an arrangement involving more than one deliverable contains more than one unit of accounting and how the arrangement consideration should be measured and allocated to the separate units of accounting.

If the deliverables under a contract are software related as determined under SOP 97-2 or SOP 98-9, we apply these pronouncements and related interpretations to determine the appropriate units of accounting and how the arrangement consideration should be measured and allocated to the separate units. This determination, as well as management’s ability to establish vendor specific objective evidence (“VSOE”) for the individual deliverables, can impact both the amount and timing of revenue recognition under these agreements. The inability to establish VSOE for each contract deliverable results in having to record deferred revenues and/or applying the residual method as

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defined in SOP 98-9. For arrangements where we determine VSOE for software maintenance using a stated renewal rate within the contract, we use judgment to determine whether the renewal rate represents fair value for that element as if it had been sold on a stand-alone basis. For a small percentage of revenues, we use contract accounting, as required by SOP No. 97-2, when the arrangement with the customer includes significant customization, modification, or production of software. For elements accounted for under contract accounting, revenue is recognized in accordance with SOP 81-1, “Accounting for Performance of Construction Type and Certain Production-Type Contracts,” using the percentage-of-completion method since reasonably dependable estimates of revenues and contract hours applicable to various elements of a contract can be made.

Occasionally, we are party to multiple concurrent contracts with the same customer. These situations require judgment to determine whether the individual contracts should be aggregated or evaluated separately for purposes of revenue recognition. In making this determination we consider the timing of negotiating and executing the contracts, whether the different elements of the contracts are interdependent and whether any of the payment terms of the contracts are interrelated.

Due to the large number, broad nature and average size of individual contracts we are a party to, the impact of judgments and assumptions that we apply in recognizing revenue for any single contract is not likely to have a material effect on our consolidated operations. However, the broader accounting policy assumptions that we apply across similar arrangements or classes of customers could significantly influence the timing and amount of revenue recognized in our historical and future results of operations or financial position.

Computer software

Computer software includes the fair value of software acquired in business combinations, purchased software and capitalized software development costs. As of December 31, 2007 and 2006, computer software, net of accumulated amortization was $150.4 million and $127.1 million, respectively. Purchased software is recorded at cost and amortized using the straight line method over its estimated useful life and software acquired in business combinations is recorded at its fair value and amortized using straight line and accelerated methods. Internally developed software costs are amortized using the greater of the straight line method over the estimated useful life or based on the ratio of current revenues to total anticipated revenue over the estimated useful lives. Useful lives of computer software range from 3 to 10 years. In determining useful lives, management considers historical results and technological trends which may influence the estimate. Amortization expense for computer software was $31.1 million, $29.0 million and $28.7 million in 2007, 2006 and 2005, respectively. We also assess the recorded value of computer software for impairment on a regular basis by comparing the carrying value to the estimated future cash flows to be generated by the underlying software asset. There is an inherent uncertainty in determining the expected useful life or cash flows to be generated from computer software. We have not historically experienced significant changes in these estimates but any change in the future could have an impact on our results of operations.

Goodwill and other intangible assets

We have significant intangible assets that were acquired through business acquisitions. These assets consist of purchased customer relationships, contracts, and the excess of purchase price over the fair value of identifiable net assets acquired (goodwill).

As of December 31, 2007 and 2006, goodwill was $1,078.2 million and $1,045.8 million, respectively. The process of determining whether or not an asset, such as goodwill, is impaired or recoverable relies on projections of future cash flows, operating results and market conditions. Such projections are inherently uncertain and, accordingly, actual future cash flows may differ materially from projected cash flows. In evaluating the recoverability of goodwill, we perform an annual goodwill impairment test on our reporting units based on an analysis of the discounted future net cash flows generated by the reporting units’ underlying assets. Such analyses are particularly sensitive to changes in estimates of future net cash flows and discount rates. Changes to these estimates might result in material changes in the fair value of the reporting units and determination of the recoverability of goodwill which may result in charges against earnings and a reduction in the carrying value of our goodwill.

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As of December 31, 2007 and 2006, intangible assets, net of accumulated amortization, were $118.1 million and $152.8 million, respectively, which consist primarily of purchased customer relationships and trademarks. The valuation of these assets involves significant estimates and assumptions concerning matters such as customer retention, future cash flows and discount rates. If any of these assumptions change, it could affect the recoverability of the carrying value of these assets. Purchased customer relationships are amortized over their estimated useful lives using an accelerated method which takes into consideration expected customer attrition rates over a period of up to ten years. All intangible assets that have been determined to have indefinite lives are not amortized, but are reviewed for impairment at least annually in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 142. The determination of estimated useful lives and the allocation of the purchase price to the fair values of the intangible assets require significant judgment and may affect the amount of future amortization on the intangible assets other than goodwill. Amortization expense for intangible assets other than goodwill was $42.4 million, $51.5 million and $56.0 million in 2007, 2006 and 2005, respectively. Definite-lived intangible assets are amortized over their estimated useful lives ranging from 5 to 10 years using accelerated methods. There is an inherent uncertainty in determining the expected useful life or cash flows to be generated from intangible assets. We have not historically experienced significant changes in these estimates but could be subject to them in the future.

Accounting for income taxes

As part of the process of preparing the combined financial statements, we were required to determine income taxes in each of the jurisdictions in which we operate. This process involves estimating actual current tax expense together with assessing temporary differences resulting from differing recognition of items for income tax and accounting purposes. These differences result in deferred income tax assets and liabilities, which are included within our combined balance sheets. We must then assess the likelihood that deferred income tax assets will be recovered from future taxable income and, to the extent we believe that recovery is not likely, establish a valuation allowance. To the extent we establish a valuation allowance or increase this allowance in a period, we must reflect this increase as an expense within income tax expense in the statement of earnings. Determination of the income tax expense requires estimates and can involve complex issues that may require an extended period to resolve. Further, changes in the geographic mix of revenues or in the estimated level of annual pre-tax income can cause the overall effective income tax rate to vary from period to period.

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Results of operations for the six months ended June 30, 2008 and 2007

Unaudited Combined results of operations

	Six Months Ended
	June 30,
	2008			2007
	(Dollars in thousands)
Processing and services revenues	$	913,106		$	826,438
Cost of revenues		585,137			526,823
Gross profit		327,969			299,615
Selling, general, and administrative expenses		118,999			109,072
Operating income		208,970			190,543
Other income (expense):
Interest income		563			745
Interest expense		(58	)		(77	)
Other income, net		282			—
Total other income (expense)		787			668
Earnings before income taxes, equity in loss of unconsolidated entity and minority interest		209,757			191,211
Provision for income taxes		81,386			74,010
Earnings before equity in loss of unconsolidated entity and minority interest		128,371			117,201
Equity in loss of unconsolidated entity		(2,370	)		(1,720	)
Minority interest		(723	)		(436	)
Net earnings	$	125,278		$	115,045

Processing and services revenues.  Processing and services revenues totaled $913.1 million and $826.4 million for the six months ended June 30, 2008 and 2007, respectively. The overall increase of $86.7 million, or 10.5%, in the 2008 period as compared to the 2007 period was primarily driven by growth in our Loan Transaction Services segment which resulted from continued growth in Default services, partially offset by a decline in loan facilitation due to ongoing weakness in the housing market and the resulting impact on our loan origination services. The increase in Loan Transaction Services segment revenue related primarily to accelerating demand for services within our default management businesses due to higher levels of defaulted mortgages and market share gains, which contributed an increase of $160.7 million, offset by our traditional appraisal services, which decreased due to the declining real estate market. These increases were also offset by decreased demand for our tax services and our property exchange services. The decrease in the Technology, Data and Analytics segment was due to a $3.3 million decrease in revenues from mortgage processing services as the result of the loss of a portfolio of loans when it was sold by ABN AMRO to a bank to which we do not provide mortgage processing, as well as several other revenue declines in businesses in the segment. These declines were offset somewhat by our increase in revenues from Desktop.

Cost of revenues.  Cost of revenues totaled $585.1 million and $526.8 million for the six months ended June 30, 2008 and 2007, respectively. The overall increase of $58.3 million, or 11.1%, in the 2008 period as compared to 2007 is consistent with revenue growth.

Gross profit.  Gross profit as a percentage of revenues (“gross margin”) was 35.9% and 36.3% for the six months ended June 30, 2008 and 2007, respectively. The slight decrease in gross margin in the 2008 period as compared to 2007 was driven by a change in revenue mix as the increased margin contribution from our growth in Default services was offset by contraction in several of our origination based business.

Selling, general and administrative expenses.  Selling, general and administrative expenses totaled $119.0 million and $109.1 million for the six months ended June 30, 2008 and 2007, respectively, an increase

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of $9.9 million, or 9.1%. The overall increase is primarily due to restructuring and spin-off charges which totaled $5.5 million during the six month period. As a percentage of revenues, selling, general and administrative expenses decreased to 13.0% from 13.2% in the respective 2008 and 2007 periods, largely due to higher revenues from the Loan Transaction Services segment without a corresponding increase in costs.

Operating income.  Operating income totaled $209.0 million and $190.5 million for the six months ended June 30, 2008 and 2007, respectively. Operating margin was 22.9% and 23.1% in the respective periods, for the reasons set forth above.

Income tax expense.  Income tax expense totaled $81.4 million and $74.0 million for the six months ended June 30, 2008 and 2007, respectively. This resulted in an effective tax rate of 38.8% and 38.7% for the respective periods.

Net earnings.  Our net earnings totaled $125.3 million and $115.0 million for the six months ended June 30, 2008 and 2007, respectively.

Segment results of operations

Technology, Data and Analytics segment unaudited results of operations

	Six Months Ended
	June 30,
	2008		2007
	(Dollars in thousands)
Processing and services revenues	$	277,568	$	284,385
Cost of revenues		155,507		160,308
Gross profit		122,061		124,077
Selling, general, and administrative expenses		33,729		32,776
Operating income		88,332		91,301

Processing and services revenues.  Processing and services revenues totaled $277.6 million and $284.4 million for the six months ended June 30, 2008 and 2007, respectively. The overall decrease of $6.8 million, or 2.4%, in the 2008 period as compared to the 2007 period resulted from a $3.3 million decrease in revenues from mortgage processing services and decreases in some of our other data and analytics services partially offset by growth in Desktop revenues due to the active default environment.

Cost of Revenues.  Cost of revenues totaled $155.5 million and $160.3 million for the six months ended June 30, 2008 and 2007, respectively. The overall decrease of $4.8 million or 3.0%, in the 2008 period as compared to 2007 is reflective of the decrease in revenues from certain business lines such as mortgage processing services and origination software sales.

Gross profit.  Gross margin was 44.0% and 43.6% for the six months ended June 30, 2008 and 2007, respectively, as a result of the factors described above.

Selling, general and administrative expenses.  Selling, general and administrative expenses totaled $33.7 million and $32.8 million for the six months ended June 30, 2008 and 2007, respectively, an increase of $0.9 million, or 2.7%. As a percentage of revenues, selling, general and administrative expenses were 12.1% and 11.5% in the respective 2008 and 2007 periods.

Operating income.  Operating income totaled $88.3 million and $91.3 million for the six months ended June 30, 2008 and 2007, respectively. Operating margin was 31.8% and 32.1% in the respective 2008 and 2007 periods. The decrease in operating margin primarily relates to the decrease in higher margin revenues described above.

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Loan Transaction Services segment unaudited results of operations

	Six Months Ended
	June 30,
	2008		2007
	(Dollars in thousands)
Processing and services revenues	$	642,577	$	540,929
Cost of revenues		436,793		369,167
Gross profit		205,784		171,762
Selling, general, and administrative expenses		57,829		54,753
Operating income		147,955		117,009

Processing and services revenues.  Processing and services revenues totaled $642.6 million and $540.9 million for the six months ended June 30, 2008 and 2007, respectively. The overall increase of $101.7 million, or 18.8%, in the 2008 period as compared to the 2007 period resulted from an increase in demand for services within our default management businesses due to higher levels of defaulted mortgages and market share gains, which contributed an increase of $160.7 million, partially offset by our traditional appraisal services, which decreased due to the declining real estate market. The increase was also offset by decreased demand for our tax services and our tax deferred property exchange services.

Cost of revenues.  Cost of revenues totaled $436.8 million and $369.2 million for the six months ended June 30, 2008 and 2007, respectively. The overall increase of $67.6 million, or 18.3%, in the 2008 period as compared to 2007 is consistent with the revenue growth described above.

Gross profit.  Gross margin was 32.0% and 31.7% for the six months ended June 30, 2008 and 2007, respectively. The small increase in gross margin can be attributed to the significant growth in our Default services.

Selling, general and administrative expenses.  Selling, general and administrative expenses totaled $57.8 million and $54.8 million for the six months ended June 30, 2008 and 2007, respectively, an increase of $3.0 million, or 5.5%. As a percentage of revenues selling, general and administrative expenses were 9.0% and 10.1% in the respective 2008 and 2007 periods.

Operating income.  Operating income totaled $148.0 million and $117.0 million for the six months ended June 30, 2008 and 2007, respectively. Operating margin was 23.0% and 21.6% for the respective 2008 and 2007 periods, for the reasons described above.

Corporate and Other segment

The Corporate and Other segment consists of corporate overhead costs that are not included in the other segments as well as certain smaller investments and operations. Net expenses for this segment increased from $17.8 million during the six months ended June 30, 2007 to $27.3 million in the six months ended June 30, 2008. The increase in net corporate expenses in the six month period of 2008 is primarily due to spin-off related costs incurred, as well as higher incentive and stock related compensation costs. Stock related compensation costs were $9.1 million and $7.2 million for the six months ended June 30, 2008 and 2007, respectively.

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Results of operations for the years ended December 31, 2007, 2006 and 2005

Combined results of operations

	2007			2006			2005
	(Dollars in thousands)
Processing and services revenues	$	1,690,568		$	1,484,977		$	1,382,479
Cost of revenues		1,058,647			900,145			804,488
Gross profit		631,921			584,832			577,991
Selling, general, and administrative expenses		207,859			257,312			260,066
Operating income		424,062			327,520			317,925
Other income (expense):
Interest income		1,690			2,606			4,124
Interest expense		(146	)		(298	)		(270	)
Other income (expense), net		—			(106	)		(1,238	)
Total other income (expense)		1,544			2,202			2,616
Earnings before income taxes, equity in loss of unconsolidated entity and minority interest		425,606			329,722			320,541
Provision for income taxes		164,734			127,984			124,160
Earnings before equity in loss of unconsolidated entity and minority interest		260,872			201,738			196,381
Equity in loss of unconsolidated entity		(3,048	)		—			—
Minority interest		(1,019	)		(683	)		(676	)
Net earnings	$	256,805		$	201,055		$	195,705

Processing and services revenues.  Processing and services revenues totaled $1,690.6 million, $1,485.0 million and $1,382.5 million for 2007, 2006 and 2005, respectively. The overall increase of $205.6 million, or 13.8%, in 2007 as compared to 2006 resulted from an increase in our Technology, Data and Analytics segment revenues of $23.2 million and an increase in our Loan Transaction Services segment revenues of $224.9 million partially offset by a reduction in Corporate and Other segment revenues due to the deconsolidation of FNRES, which had revenues in 2006 of approximately $45.1 million. The increase in Technology, Data and Analytics revenue resulted primarily from an increase of $16.7 million in revenues relating to mortgage processing services and the growth in transactions processed by Desktop primarily resulting from increased foreclosure activity. These increases were partially offset by a decrease in revenues in 2007 from our alternative valuation services relating to the overall slowdown of real estate activity. The increase in Loan Transaction Services revenue related primarily to accelerating demand for services within our default management businesses, which contributed an increase of $195.2 million, and market share gains in our traditional appraisal services, which increased $75.3 million despite the declining real estate market. These increases were partially offset by decreased demand for our tax services and our property exchange services. The overall increase of $102.5 million, or 7.4%, in 2006 compared to 2005 was driven primarily by growth of $21.7 million in the Technology, Data and Analytics segment and $80.9 million in the Loan Transaction Services segment. The growth from 2005 to 2006 in the Technology, Data and Analytics segment was driven by a $10.4 million increase in revenues from mortgage processing services. The growth from 2005 to 2006 in the Loan Transaction Services segment was largely due to an increase in revenues from default management services of $61.4 million and a $43.9 million increase relating to our traditional appraisal services.

Cost of revenues.  Cost of revenues totaled $1,058.6 million, $900.1 million and $804.5 million for 2007, 2006 and 2005, respectively. The overall increase of $158.5 million, or 17.6%, in 2007 as compared to 2006, as well as the increase of $95.7 million, or 11.9%, in 2006 as compared to 2005, exceeded the pace of our increases in revenues due primarily to significant growth in lower margin service lines within the Loan

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Transaction Services segment, particularly our appraisal services, along with declining revenues and margins in tax services and our tax deferred exchange businesses due to lower volumes.

Gross profit.  Gross margin was 37.4%, 39.4% and 41.8% for 2007, 2006 and 2005, respectively, for the reasons set forth above.

Selling, general and administrative expenses.  Selling, general and administrative expenses totaled $207.9 million, $257.3 million and $260.1 million for 2007, 2006 and 2005, respectively. The decrease of $49.5 million, or 19.2%, in 2007 as compared to 2006 was primarily the result of the deconsolidation of FNRES which resulted in a reduction of $22.7 million, a reduction in stock based compensation of $10.0 million and other cost control measures. Stock based compensation in 2006 included $16.9 million in acceleration charges relating to performance based options and options vested due to FIS’s merger with FNF. Selling, general and administrative expenses stayed relatively constant in 2006 and 2005.

Operating income.  Operating income totaled $424.1 million, $327.5 million and $317.9 million for 2007, 2006 and 2005 respectively. Operating margin was 25.1%, 22.1% and 23.0% for 2007, 2006 and 2005, respectively. The increase in operating income in 2007 as compared to 2006 primarily results from our increased revenue and lower selling, general and administrative costs, partially offset by our decreasing gross margin.

Income tax expense.  Income tax expense totaled $164.7 million, $128.0 million and $124.2 million for 2007, 2006 and 2005, respectively. This resulted in an effective tax rate of 38.7%, 38.8% and 38.7% for 2007, 2006 and 2005, respectively. The increase in tax expense for 2007 as compared to 2006 is attributable to increased operating income.

Net earnings.  Our net earnings totaled $256.8 million, $201.1 million and $195.7 million for 2007, 2006 and 2005, respectively.

Segment results of operations

Technology, Data and Analytics segment results of operations

	2007		2006		2005
	(Dollars in thousands)
Processing and services revenues	$	570,146	$	546,961	$	525,259
Cost of revenues		313,747		299,696		281,974
Gross profit		256,399		247,265		243,285
Selling, general, and administrative expenses		64,770		67,732		81,143
Operating income	$	191,629	$	179,533	$	162,142

Processing and services revenues.  Processing and services revenues for the Technology, Data and Analytics segment totaled $570.1 million, $547.0 million and $525.3 million for 2007, 2006 and 2005, respectively. The overall increase of $23.2 million, or 4.2%, in 2007 as compared to 2006 resulted primarily from an increase of $16.7 million in revenues relating to mortgage processing services and the growth in transactions processed by Desktop primarily resulting from increased foreclosure activity. These increases were partially offset by a decrease in revenues in 2007 from our alternative valuation services due to the overall slowdown of mortgage originations. The overall increase of $21.7 million, or 4.1%, in 2006 compared to 2005 was driven primarily by $10.4 million relating to revenues from mortgage processing services and increases in our other technology offerings.

Cost of revenues.  Cost of revenues for the Technology, Data and Analytics segment totaled $313.7 million, $299.7 million, and $282.0 million for 2007, 2006 and 2005, respectively. The overall increase of $14.1 million, or 4.7%, in 2007 as compared to 2006 and the increase of $17.7 million, or 6.3%, in 2006 as compared to 2005 resulted from increased personnel, data processing, and other variable costs associated with increased business.

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Gross profit.  Technology, Data and Analytics gross margin was 45.0%, 45.2% and 46.3% for 2007, 2006 and 2005, respectively. The decrease in gross margin in 2007 and 2006 as compared to 2005 was driven by increased contribution from services having lower margins than our mortgage processing services.

Selling, general and administrative expenses.  Technology, Data and Analytics selling, general and administrative expenses totaled $64.8 million, $67.7 million, and $81.1 million for 2007, 2006 and 2005, respectively. These were 11.4%, 12.4% and 15.4% of revenues in 2007, 2006 and 2005, respectively. The improvement is primarily the result of keeping fixed costs down while increasing the revenue base within this segment, particularly through expansion of Desktop.

Operating income.  Technology, Data and Analytics operating income totaled $191.6 million, $179.5 million and $162.1 million for 2007, 2006 and 2005, respectively. Operating margin was 33.6%, 32.8% and 30.9% for 2007, 2006 and 2005, respectively. The increase in operating margin is driven by increased contribution from Desktop and mortgage processing services, as described above, and management of selling, general and administrative costs.

Loan Transaction Services segment results of operations

	2007		2006		2005
	(Dollars in thousands)
Processing and services revenues	$	1,125,879	$	900,951	$	820,098
Cost of revenues		750,174		587,040		505,607
Gross profit		375,705		313,911		314,491
Selling, general, and administrative expenses		110,132		107,555		103,693
Operating income	$	265,573	$	206,356	$	210,798

Processing and services revenue.  Processing and services revenues for the Loan Transaction Services segment totaled $1,125.9 million, $901.0 million and $820.1 million for 2007, 2006 and 2005, respectively. The increase of $225.0 million, or 25.0%, in revenue in 2007 as compared to 2006 is primarily due to revenue growth of $195.2 million in our default management group resulting from increased foreclosure activity and market share gains in our traditional appraisal services despite the declining real-estate market, and as a result increased $75.3 million. These increases were partially offset by decreased demand for our tax and tax-deferred exchange services. The overall increase of $80.9 million, or 9.9%, in 2006 compared to 2005 was driven primarily by an increase in our default services totaling $61.4 million and market share gains in our traditional appraisal services which totaled $43.9 million.

Cost of revenues.  Cost of revenues for the Loan Transaction Services segment totaled $750.2 million, $587.0 million, and $505.6 million for 2007, 2006 and 2005, respectively. The overall increase of $163.2 million, or 27.8%, in 2007 as compared to 2006, as well as the increase of $81.4 million, or 16.1%, in 2006 as compared to 2005, resulted from increased personnel, data processing, and other variable costs associated with increased revenues.

Gross profit.  Loan Transaction Services gross margin was 33.4%, 34.8% and 38.3% for 2007, 2006 and 2005, respectively. The decrease in gross margin in 2007 as compared to 2006, as well as in 2006 as compared to 2005, was primarily due to significant growth in our appraisal services which have lower margins and declining revenues and margins in tax services and our tax deferred exchange business partially offset by revenue and margin expansion from our default management services in both 2007 and 2006.

Selling, general and administrative expenses.  Loan Transaction Services selling, general and administrative expenses totaled $110.1 million, $107.6 million and $103.7 million for 2007, 2006 and 2005, respectively. These were 9.8%, 11.9% and 12.6% of revenues in 2007, 2006 and 2005, respectively. The improvement is primarily the result of keeping fixed costs down while increasing the revenue base within this segment, particularly through expansion of our default management businesses.

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Operating income.  Loan Transaction Services operating income totaled $265.6 million, $206.4 million and $210.8 million for 2007, 2006 and 2005, respectively. Operating margin was 23.6%, 22.9% and 25.7% for 2007, 2006 and 2005, respectively, for the reasons set forth above.

Corporate and Other segment

The Corporate and Other segment consists of corporate overhead costs and other smaller operations that are not included in the other segments and in 2006 and 2005, 100% of the operating results of FNRES. During 2006 and 2005, FNRES contributed revenues of $45.1 million and $43.7 million, respectively, and operating (loss) income of $(6.6) million and $1.7 million, respectively. Excluding the operating results of FNRES, the Corporate and Other segment included selling, general and administrative costs of $33.0 million, $59.4 million and $56.2 million in 2007, 2006 and 2005, respectively. These costs are based on allocations from FIS for the years presented and the decrease in 2007 is partially caused by these businesses making up a smaller percentage of overall FIS revenues in 2007 as compared to the prior years. Also, included in these costs were stock based compensation costs of $14.1 million, $24.1 million and $11.0 million, in 2007, 2006 and 2005, respectively. The increased stock based compensation cost in 2006 primarily related to the $12.6 million in expense recorded in 2006 for the vesting of the FIS performance based options granted in March 2005 held by our employees for which the performance criteria were met during 2006 and a $4.3 million charge related to the acceleration of vesting of stock options recorded in the fourth quarter.

Liquidity and capital resources

Cash requirements

Our cash requirements include cost of revenues, selling, general and administrative expenses, income taxes, capital expenditures, systems development expenditures, and business acquisitions. Our principal sources of funds are cash generated by operations and our new revolving credit facility. Our cash requirements also include servicing our outstanding debt and paying dividends.

At December 31, 2007 and June 30, 2008, we had cash on hand of $39.6 million and $18.6 million, respectively. As described below, in connection with the spin-off we incurred approximately $1.6 billion in debt. We expect that cash flows from operations over the next twelve months will be sufficient to fund our operating cash requirements and pay principal and interest on our outstanding debt.

Following the spin-off, we intend to pay quarterly cash dividends to our shareholders of $0.10 per share, although the payment of any dividends is at the discretion of our Board and subject to any limitations in our debt or other agreements. See “— Financing” below.

Capital expenditures

Our principal capital expenditures are for computer software (purchased and internally developed) and additions to property and equipment. In 2007, 2006 and 2005, we spent approximately $70.6 million, $70.2 million and $92.5 million, respectively, and for the six months ended June 30, 2008 and 2007, we spent approximately $25.1 million and $25.0 million, respectively, on capital expenditures.

Financing

On July 2, 2008, we entered into a Credit Agreement (the “Credit Agreement”) among JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and Letters of Credit Issuer and various other lenders who are party to the Credit Agreement. The Credit Agreement consists of: (i) a 5-year revolving credit facility in an aggregate principal amount outstanding at any time not to exceed $140.0 million (with a $25.0 million sub-facility for Letters of Credit) under which $25.7 million is outstanding at July 2, 2008; (ii) a Term A Loan in an aggregate principal amount of $700.0 million; and (iii) a Term B Loan in an aggregate principal amount of $510.0 million. Proceeds from disbursements under the 5-year revolving credit facility are to be used for general corporate purposes. In connection with the spin-off, we issued to FIS as described above the Term A Loan, the Term B Loan and the Notes described below.

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The loans under the Credit Agreement bear interest at a floating rate, which is an applicable margin plus, at our option, either (a) the Eurodollar (LIBOR) rate or (b) the higher of (i) the prime rate or (ii) the federal funds rate plus 0.5% (the higher of clauses (i) and (ii), the “ABR rate”). The annual margin on the Term A Loan and the revolving credit facility, for the first six months after issuance, is 2.5% in the case of LIBOR loans and 1.5% in the case of ABR rate loans, and thereafter a percentage per annum to be determined in accordance with a leverage ratio-based pricing grid; and on the Term B Loan is 2.5% in the case of LIBOR loans, and 1.5% in the case of ABR rate loans.

In addition to the scheduled principal payments, the Term Loans are (with certain exceptions) subject to mandatory prepayment upon issuances of debt, casualty and condemnation events, and sales of assets, as well as from up to 50% of excess cash flow (as defined in the Credit Agreement) in excess of an agreed threshold commencing with the cash flow for the year ended December 31, 2009. Voluntary prepayments of the loans are generally permitted at any time without fee upon proper notice and subject to a minimum dollar requirement. However, optional prepayments of the Term B Loan in the first year after issuance made with the proceeds of certain loans having an interest spread lower than the Term B Loan are required to be made at 101% of the principal amount repaid. Commitment reductions of the revolving credit facility are also permitted at any time without fee upon proper notice. The revolving credit facility has no scheduled principal payments, but it will be due and payable in full on July 2, 2013.

The obligations under the Credit Agreement are jointly and severally, unconditionally guaranteed by certain of our domestic subsidiaries. Additionally, the Company and such subsidiary guarantors pledged substantially all our respective assets as collateral security for the obligations under the Credit Agreement and their respective guarantees.

The Credit Agreement contains customary affirmative, negative and financial covenants including, among other things, limits on the creation of liens, limits on the incurrence of indebtedness, restrictions on investments and dispositions, limits on the payment of dividends and other restricted payments, a minimum interest coverage ratio and a maximum leverage ratio. Upon an event of default, the administrative agent can accelerate the maturity of the loan. Events of default include events customary for such an agreement, including failure to pay principal and interest in a timely manner and breach of covenants. These events of default include a cross-default provision that permits the lenders to declare the Credit Agreement in default if (i) we fail to make any payment after the applicable grace period under any indebtedness with a principal amount in excess of a specified amount or (ii) we fail to perform any other term under any such indebtedness, as a result of which the holders thereof may cause it to become due and payable prior to its maturity.

On July 2, 2008, we issued senior notes (the “Notes”) in an aggregate principal amount of $375.0 million in transactions that were exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The Notes were issued pursuant to an Indenture dated July 2, 2008 (the “Indenture”) among the Company, the guarantors party thereto and U.S. Bank Corporate Trust Services, as Trustee.

The Notes are also subject to a Registration Rights Agreement, dated July 2, 2008 (the “Registration Rights Agreement”), among the Company, the guarantors parties thereto, and J.P. Morgan Securities Inc., Banc of America Securities LLC and Wachovia Capital Markets, LLC, as representatives of the several initial purchasers. The Notes are initially unregistered under the Securities Act, but we have prepared this prospectus in connection with the exchange of the Notes for registered notes. Pursuant to the Registration Rights Agreement, in the event the Notes are not registered on or prior to the 210th calendar day after July 2, 2008 (the “Target Registration Date”), the interest rate on the Notes will be increased by 0.25% per annum for the first 90-day period immediately following the Target Registration Date. The interest rate will be increased an additional 0.25% per annum with respect to each subsequent 90-day period up to a maximum increase of 1.00% per annum.

The Notes bear interest at a rate of 8.125% per annum. Interest payments are due semi-annually each January 1 and July 1, with the first interest payment due on January 1, 2009. The maturity date of the Notes is July 1, 2016.

The Notes are our general unsecured obligations. Accordingly, the Notes rank equally in right of payment with all of our existing and future unsecured senior debt; senior in right of payment to all of our future

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subordinated debt; effectively subordinated to our existing and future secured debt to the extent of the assets securing such debt, including all borrowings under our credit facilities; and structurally subordinated to all of the liabilities of our non-guarantor subsidiaries, including trade payables and preferred stock.

The Notes are guaranteed by each existing and future domestic subsidiary that is a guarantor under our credit facilities. The guarantees are general unsecured obligations of the guarantors. Accordingly, they rank equally in right of payment with all existing and future unsecured senior debt of our guarantors; senior in right of payment with all existing and future subordinated debt of such guarantors; and effectively subordinated to such guarantors’ existing and future secured debt to the extent of the assets securing such debt, including the guarantees by the guarantors of obligations under our credit facilities.

LPS has no independent assets or operations, our subsidiaries’ guarantees are full and unconditional and joint and several, and our subsidiaries, other than subsidiary guarantors, are minor. There are no significant restrictions on the ability of LPS or any of the subsidiary guarantors to obtain funds from any of our subsidiaries by dividend or loan.

We may redeem some or all of the Notes on or after July 1, 2011, at the redemption prices described in the Indenture, plus accrued and unpaid interest. Upon the occurrence of a change of control, unless we have exercised our right to redeem all of the Notes as described above, each holder may require us to repurchase such holder’s Notes, in whole or in part, at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest to the purchase date.

The Indenture contains customary events of default, including a cross default provision that, with respect to any other debt of the Company or any of our restricted subsidiaries having an outstanding principal amount equal to or more than a specified amount in the aggregate for all such debt, occurs upon (i) an event of default that results in such debt being due and payable prior to its scheduled maturity or (ii) failure to make a principal payment. Upon the occurrence of an event of default (other than a bankruptcy default with respect to the Company), the trustee or holders of at least 25% of the Notes then outstanding may accelerate the Notes by giving us appropriate notice. If, however, a bankruptcy default occurs with respect to the Company, then the principal of and accrued interest on the Notes then outstanding will accelerate immediately without any declaration or other act on the part of the trustee or any holder.

Interest Rate Swaps

On July 10, 2008, the Company entered into the following 2-year amortizing interest rate swap transaction converting a portion of our interest rate exposure on our floating rate debt from variable to fixed:

	Notional		Bank Pays		LPS Pays
Amortization Period	Amount		Variable Rate of(1)		Fixed Rate of(2)
	(In millions)
July 31, 2008 to December 31, 2008	$	420.0		1 Month LIBOR		3.275	%
December 31, 2008 to March 31, 2009	$	400.0		1 Month LIBOR		3.275	%
March 31, 2009 to June 30, 2009	$	385.0		1 Month LIBOR		3.275	%
June 30, 2009 to September 30, 2009	$	365.0		1 Month LIBOR		3.275	%
September 30, 2009 to December 31, 2009	$	345.0		1 Month LIBOR		3.275	%
December 31, 2009 to March 31, 2010	$	330.0		1 Month LIBOR		3.275	%
March 31, 2010 to June 30, 2010	$	310.0		1 Month LIBOR		3.275	%
June 30, 2010 to July 31, 2010	$	290.0		1 Month LIBOR		3.275	%

(1)	2.46% as of July 2, 2008.
(2)	In addition to the fixed rate paid under the swaps, we pay an applicable margin to our bank lenders on the Term A Loan, Term B Loan and Revolving Loan equal to 2.50% as of July 2, 2008.

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We have designated these interest rate swaps as cash flow hedges in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS 133”). The Company will estimate the fair value of these cash flow hedges on a quarterly basis, with the resulting asset (liability) to be included as a component of other long-term assets (liabilities) in the consolidated balance sheets and as a component of accumulated other comprehensive earnings (losses), net of deferred tax expense (benefit). A portion of the amount included in accumulated other comprehensive earnings will be reclassified into interest expense as a yield adjustment as interest payments are made on the Term Loans. In accordance with the provisions of SFAS No. 157, Fair Value Measurements (“SFAS 157”), the inputs used to determine the estimated fair value of our interest rate swaps are Level 2-type measurements.

It is our policy to execute such instruments with credit-worthy banks and not to enter into derivative financial instruments for speculative purposes.

Contractual Obligations

Our long-term contractual obligations generally include our operating lease payments on certain of our property and equipment. As of June 30, 2008, our required annual payments relating to these contractual obligations were as follows (in thousands):

	2008		2009		2010		2011		2012		Thereafter		Total
Long-term debt(1)	$	37,550	$	145,100	$	145,100	$	145,100	$	145,100	$	992,750	$	1,610,700
Interest on long-term debt(1)		32,900		91,723		82,934		74,131		66,937		161,652		510,277
Operating lease payments		9,977		16,507		10,601		7,148		5,112		481		49,826
Deferred compensation(2)		—		—		—		—		—		20,572		20,572
Total	$	80,427	$	253,330	$	238,635	$	226,379	$	217,149	$	1,175,455	$	2,191,375

(1)	Long-term debt and interest on long-term debt are presented on a pro forma basis, as the Company had no debt on the balance sheet as of June 30, 2008.
(2)	Deferred compensation is presented as payable after 2012 because of the uncertain timing of the payables.

Off-Balance Sheet Arrangements

We do not have any material off-balance sheet arrangements other than operating leases or the escrow and Section 1031 tax deferred exchange arrangements described below.

Escrow Arrangements

In conducting our title agency, closing and Section 1031 tax deferred exchange operations, we routinely hold customers’ assets in escrow and investment accounts, pending completion of real estate and exchange transactions. Certain of these amounts are maintained in segregated bank accounts and have not been included in the accompanying consolidated and combined balance sheets. We have a contingent liability relating to proper disposition of these balances, which amounted to $1,187.1 million at June 30, 2008. For the customers’ assets that we hold in escrow, we have ongoing programs for realizing economic benefits through favorable borrowing and vendor arrangements with various banks. We had no borrowings outstanding as of June 30, 2008 under these arrangements with respect to these assets in escrow. At that date, our customers’ tax deferred assets that were held in investment accounts were largely invested in short-term, high grade investments that minimize the risk to principal.

Recent accounting pronouncements

In June 2008, the FASB issued FASB Staff Position (FSP) Emerging Issues Task Force 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, which will become effective for periods beginning on or after December 15, 2008, and will be applied retrospectively. Under the FSP, unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents are participating securities and, therefore, are included in computing

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earnings per share (EPS) pursuant to the two-class method. The two-class method determines earnings per share for each class of common stock and participating securities according to dividends or dividend equivalents and their respective participation rights in undistributed earnings. Management is currently evaluating the impact of this statement on our statements of financial condition and operations.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (“SFAS 162”). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. SFAS 162 is effective 60 days following the Securities and Exchange Commission’s approval of the Public Company Accounting Oversight Board’s amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.” Management has determined that the adoption of SFAS 162 will not materially affect the Company’s statements of financial condition or operations.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities-an amendment of FASB Statement No. 133. (“SFAS 161”). SFAS 161 expands the current disclosure requirements of SFAS 133 such that entities must now provide enhanced disclosures on a quarterly basis regarding how and why the entity uses derivatives; how derivatives and related hedged items are accounted for under SFAS 133 and how derivatives and related hedged items affect an entity’s financial position, performance and cash flows. Pursuant to the transition provisions of the statement, the Company will adopt SFAS 161 in fiscal year 2009 and will present the required disclosures in the prescribed format on a prospective basis. This statement will not impact the Company’s financial results as it is disclosure-only in nature.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51 (“SFAS 160”), requiring noncontrolling interests (sometimes called minority interests) to be presented as a component of equity on the balance sheet. SFAS 160 also requires that the amount of net income attributable to the parent and to the noncontrolling interests be clearly identified and presented on the face of the consolidated statement of income. This statement eliminates the need to apply purchase accounting when a parent company acquires a noncontrolling ownership interest in a subsidiary and requires that, upon deconsolidation of a subsidiary, a parent company recognize a gain or loss in net income after which any retained noncontrolling interest will be reported at fair value. SFAS 160 requires expanded disclosures in the consolidated financial statements that identify and distinguish between the interests of the parent’s owners and the interest of the noncontrolling owners of subsidiaries. SFAS 160 is effective for periods beginning on or after December 15, 2008 and will be applied prospectively except for the presentation and disclosure requirements, which will be applied retrospectively for all periods presented. Management has determined that the adoption of SFAS 160 will not materially affect the Company’s statements of financial condition or operations.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (“SFAS 141R”), requiring an acquirer in a business combination to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at their fair values at the acquisition date, with limited exceptions. The costs of the acquisition and any related restructuring costs will be expensed separately. Assets and liabilities arising from contingencies in a business combination are to be recognized at their fair value at the acquisition date and adjusted prospectively as new information becomes available. When the fair value of assets acquired exceeds the fair value of consideration transferred plus any noncontrolling interest in the acquiree, the excess will be recognized as a gain. Under SFAS 141R, all business combinations will be accounted for prospectively by applying the acquisition method, including combinations among mutual entities and combinations by contract alone. SFAS 141R is effective for periods beginning on or after December 15, 2008, and will apply to business combinations occurring after the effective date.

In September 2006, the FASB issued SFAS 157, which defines fair value, establishes guidelines for measuring fair value and expands disclosures regarding fair value measurements. SFAS 157 does not require any new fair value measurements but rather eliminates inconsistencies in guidance found in various prior accounting pronouncements and is effective for fiscal years beginning after November 15, 2007. In February

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2008, the FASB issued FSP No. FAS 157-2, Effective Date of FASB Statement No. 157, which delays the effective date of SFAS 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), until fiscal years beginning after November 15, 2008, and interim periods within those fiscal years. These nonfinancial items include assets and liabilities such as reporting units measured at fair value in a goodwill impairment test and nonfinancial assets acquired and liabilities assumed in a business combination. Effective January 1, 2008, we adopted SFAS 157 for financial assets and liabilities recognized at fair value on a recurring basis. The partial adoption of SFAS 157 for financial assets and liabilities did not have a material impact on the Company’s statements of financial condition, results of operations or cash flows.

Quantitative and qualitative disclosures about market risk

In the normal course of business, we are routinely subject to a variety of risks, as described in the Risk Factors section of this prospectus. For example, we are exposed to the risk that decreased lending and real estate activity, which depend in part on the level of interest rates, may reduce demand for certain of our services and adversely affect our results of operations.

The risks related to our business also include certain market risks that may affect our debt and other financial instruments. In particular, we face the market risks associated with interest rate movements on our outstanding debt. We expect to regularly assess market risks and to establish policies and business practices to protect against the adverse effects of these exposures.

We are a highly leveraged company, with approximately $1,610.7 million in long-term debt outstanding as of July 2, 2008, which was issued in connection with the spin-off. Subsequent to the spin-off, the Company entered into an interest rate swap transaction which converted a portion of the interest rate exposure on our floating rate debt from variable to fixed. Of the remaining variable rate debt not covered by the swap arrangement, we estimate that a one percent increase in the LIBOR rate would increase our annual interest expense by approximately $8.0 million.

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BUSINESS

Overview

We are a leading provider of integrated technology and outsourced services to the mortgage lending industry, with market-leading positions in mortgage processing and default management services in the U.S. A large number of financial institutions use our services, including 39 of the 50 largest banks in the U.S. based on 2007 rankings. Our technology solutions include our mortgage processing system, which processes over 50% of all U.S. residential mortgage loans by dollar volume. Our outsourced services include our default management services, which are used by mortgage lenders and servicers to reduce the expense of managing defaulted loans, and our loan facilitation services, which support most aspects of the closing of mortgage loan transactions to national lenders and loan servicers. Our integrated solutions create a strong value proposition for our customers across the life cycle of a mortgage. We believe that we will continue to benefit from the opportunity to cross-sell services across our broad customer base.

We completed our spin-off from FIS on July 2, 2008. In connection with the spin-off, we issued approximately 95 million shares of our common stock and $1.6 billion in debt. Most of our businesses were originally started or acquired by Fidelity National Financial, Inc., the former parent of FIS, which we refer to in this prospectus as old FNF. In 2005, Fidelity National Financial, Inc. contributed these businesses, along with certain other operations, to FIS. Of our businesses acquired in the last five years, the most significant were Fidelity National Financial, Inc.’s purchase in 2003 of ALLTEL Information Services, Inc., which added our mortgage processing business; its acquisition in 2003 of Lender’s Services, Inc., a provider of vendor management services to the residential mortgage industry; and its 2003 purchase of the outstanding minority interest in Fidelity National Information Solutions, Inc., a provider of data and technology solutions to lenders and real estate professionals.

Competitive strengths

Market leading mortgage processor

Our mortgage servicing platform, MSP, is the leading mortgage processing software in the United States. Over 50% of all U.S. residential mortgage loans by dollar volume are processed using MSP. Because our bank customers utilize MSP as the core application through which they keep the primary records of their mortgage loans, MSP is critical to the successful and efficient operation of their businesses. In addition, MSP is a core offering into which many of our other services, such as default management and our Desktop application, can be integrated. This capability allows us to streamline and simplify the process of making and administering loans for our financial institution customers. For these reasons, along with the efficiencies and cost-savings our significant scale provides, our customer relationships tend to be long-term.

Comprehensive set of integrated applications and services

We have high quality software applications and services that have been developed over many years with a focus on meeting the needs of our customers. We offer a suite of applications and services in 21 categories of service across the mortgage continuum, from facilitating the origination of loans through closing, post-closing servicing and default management. We constantly seek to integrate our software and services to better meet the needs of our customers. Management believes that the range of services we offer is broader than that of any of our competitors, giving us more opportunities for cross-selling. We have made, and continue to make, substantial investments in our applications and services to ensure that they remain competitive in the marketplace.

Broad and long-term relationships with our customers

A large number of financial institutions use our services, including 39 of the 50 largest U.S. banks based on 2007 rankings. In order to more effectively manage the strategic opportunities presented by these relationships and cross-sell more services, we actively coordinate these significant relationships through our Office of the Enterprise, which is a core team of our senior managers who lead our cross-selling and account

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management efforts at the top 50 U.S. lenders. We currently provide the 39 largest banks which use our services with an average of 7 of our 21 categories of service, and we provide our top ten customers with an average of 12 of the 21 categories of service we offer. We have the size and expertise that lead institutions to trust us with the management and outsourcing of their critical applications. Additionally, we have had long-term relationships with many of our customers. The average length of our relationship with our top ten customers is 18 years, which far exceeds the typical initial length of a contract for our mortgage processing services, which is three to five years. Our revenues from our current top ten customers have grown at a compounded annual rate of 25.8% over the 2005 to 2007 period.

Demonstrated ability to grow in adverse mortgage market

We have successfully increased our revenues despite the declining levels of mortgage originations over the last three years. Our mortgage processing services earn revenues based on the total number of mortgages on the books of our lending customers, and so are not significantly affected by year to year changes in levels of new mortgage originations. Our default management businesses serve as a natural offset to the effects of increasing interest rates or a bad economy on our loan facilitation services. As a result in part of our mix of services, as well as market share gains, our total revenues grew at a compounded annual rate of 10.6% over the period 2005 to 2007. Further, our revenues increased 10.5% in the first six months of 2008 over the first six months of 2007.

Strong revenue growth and cash flow

Between 2005 and 2007, our revenues grew at a compounded annual rate of 10.6%. Net earnings were $195.7 million, $201.1 million and $256.8 million in 2005, 2006 and 2007, respectively. These amounts do not include interest on the new debt we will incur in connection with the spin-off or additional expenses we expect to incur as a stand-alone public company, which we estimate at $10 million to $15 million per year.

Strong value proposition for our customers

We provide our customers with services and applications that enhance their competitive position and provide them with additional revenue opportunities. We also understand the needs of our customers and have successfully created innovative services that enable our customers to meet their compliance requirements and also reduce their operating costs. We believe that our high quality services and our innovative approach to meeting the needs of our customers allow us to provide a compelling value proposition to our customers.

Experienced management team

Our President and Chief Executive Officer, Mr. Carbiener, was employed by FIS and its predecessors for 17 years and was a member of their senior leadership for more than 10 years. Our Executive Vice Presidents and Co-Chief Operating Officers, Mr. Scheuble and Mr. Swenson, were employed by FIS and its predecessors for 5 and 13 years, respectively, and have been involved in our industries for 27 and 25 years, respectively.

Business strategy

Expand and leverage our market leading technology

At the core of our service offerings is our technological capability. Our mortgage servicing platform, or MSP, is the leading mortgage processing software in the U.S. MSP offers a comprehensive, state-of-the-art set of mortgage servicing functions within a single system and can be provided on an integrated basis with many of our other services. Our Desktop application is currently the leading mortgage default management application in the United States. Despite all the changes that have occurred in the lender processing services industry in recent years, the lending process is still complex, and many steps remain paper-driven. Changes to applicable law and regulation, such as the Electronic Signatures in Global and National Commerce Act of 2000, and changes in industry practice have allowed us to implement our technology solutions to further automate the mortgage process. We intend to continue to build on the reputation, reliability and functionality of our software applications and services and to look for ways to further automate the lending process.

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Continue to provide fully integrated service offerings

Our strategy to integrate our technology, data and outsourcing services has differentiated us in the marketplace, and resulted in our growing market share. Unlike our principal competitors, we offer services from end to end across the mortgage continuum, from facilitating the origination of loans through closing, post-closing servicing and default management. Our technology applications such as MSP and Desktop are offered on an integrated basis with many of our other services, such as default management. We will continue to improve the value proposition that we offer our customers by ensuring that our software applications are also able to integrate with existing and new add-on third-party applications used by our customers.

Maximize our cross-selling opportunities

We have a broad customer base, including relationships with a large number of financial institutions. We focus our sales and marketing efforts on the 50 largest banks in the U.S. and we have relationships with 39 of these institutions based on 2007 rankings. We have historically been able to cross-sell additional services to our existing customers in addition to attracting new customers. The 39 largest banks with which we have relationships use an average of 7 of our 21 categories of service, and our top ten customers use an average of 12 of the 21 separate categories of services we offer. We coordinate our sales efforts to our top-tier financial institution customers through our Office of the Enterprise to take advantage of information we obtain about the needs of these customers in order to cross-sell our services. Our leading-edge technology and the broad range of services we offer provide us with the opportunity to expand sales to our existing and potential customers across all of our service lines. In addition, we seek to increase our sales by expansion of existing customer relationships within our operating businesses, such as by selling additional default services to customers that do not currently use all of our offerings, thus providing a greater level of efficiency, service and quality.

Maintain a balanced revenue base across the mortgage cycle

Revenue from our mortgage processing business is largely unaffected by year to year changes in interest rates and the level of mortgage originations. While revenues from our loan facilitation services and certain data and analytics businesses tend to increase when interest rates are lower and the housing market is stronger, increases in interest rates tend to result in greater demand for our default management services. Although, due to the nature of these businesses, such offset can never be perfect, we believe our model provides us with a natural hedge against the volatility of the real estate industry.

Take advantage of increased outsourcing by our customers

In the current mortgage market environment, our customers see outsourcing as a way to save money by converting high fixed costs to variable costs. Our customers also view outsourcing as a potential solution to increased regulatory oversight and compliance requirements. Our solutions allow our customers to focus on their business, while we handle their outsourcing needs across all of our lines of business. We work with our customers to set specific parameters regarding the services they require, so that they are able to utilize our outsourcing services in a manner that we believe provides a greater level of consistency in service, pricing and quality than if these customers were to contract separately for similar services. We will continue providing a wide range of flexible solutions tailored to the needs of each of our clients by further investing in and expanding our outsourcing efforts.

Broaden our portfolio of services and market opportunities through strategic acquisitions

While we will continue to invest in developing and enhancing our existing business solutions, we also intend to continue to acquire technologies and capabilities that will allow us to further broaden our service offerings and continue to enhance the functionality and efficiency of our business solutions. We may also consider acquisitions that would expand our existing customer base for a service, or acquiring businesses that have capabilities or a customer base in markets in which we do not currently compete, particularly if these

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acquisitions would allow us to obtain revenue growth through leveraging our existing capabilities or scale. We intend to be disciplined and strategic in making acquisitions.

Information about reporting segments

We offer a suite of applications and services across the mortgage continuum. Our two reportable segments are Technology, Data and Analytics and Loan Transaction Services. A significant focus of our marketing efforts is the top 50 U.S. banks, while we also provide our services to a number of other financial institutions, mortgage lenders and mortgage loan servicers, and real estate professionals. We have processing and technology relationships with 39 of the top 50 U.S. banks based on 2007 rankings, including nine of the top ten and 17 of the top 20. Over 50% of all U.S. residential mortgages by dollar volume are processed using our mortgage processing platform.

In our Technology, Data and Analytics segment, our principal technology offerings are mission-critical applications provided to mortgage lenders and other lending institutions, together with related support and services. Our technology services primarily consist of mortgage processing and workflow management. The long term nature of most of our contracts in this business provides us with substantial recurring revenues. Our revenues from mortgage processing are generally based on the number of mortgages processed on our software. The number of mortgages processed includes both new mortgages and existing mortgages that have been originated in prior years and are still on the books of our lending customers. As a result, revenue from this business is not significantly affected by year to year changes in the number of new loans originated in the residential mortgage market. However, in the event that levels of home ownership were to decline or other factors were to reduce the aggregate number of U.S. mortgage loans outstanding, our revenues from mortgage processing could be adversely affected. Our technology services include, among others, our Desktop application, which at present is deployed primarily to customers utilizing our default management services but has broader applications. The Desktop application generally earns revenues on a per transaction basis. Our data and analytics services primarily consist of our property records data businesses, our alternative valuation services and our applied analytical tools. For 2007, the Technology, Data and Analytics segment produced $570.1 million, or 33.7%, of our combined revenues.

Our Loan Transaction Services segment consists principally of our loan facilitation services and our default management services. Our loan facilitation services consist primarily of settlement services provided through centralized facilities in accordance with a lender’s specific requirements, regardless of the geographic location of the borrower or property, traditional property appraisals provided through our nationwide network of independent appraisers, and certain other origination and real estate-related services. Our default management services are provided to national lenders and loan servicers. These services allow our customers to outsource some or all of the business processes necessary to take a loan and the underlying property through the default and foreclosure process. Unlike our loan facilitation businesses and certain of our data and analytics businesses, in our default businesses higher interest rates may tend to increase revenues as the level of defaults increases. Our revenues from our Loan Transaction Services segment in 2007 were $1,125.9 million, or 66.6%, of our combined revenues.

In 2007, 2006 and 2005, all of our revenues were from sources within the U.S. and Puerto Rico.

For further historical financial information about our segments, see Note 13 to our combined financial statements.

Technology, Data and Analytics

Our Technology, Data and Analytics segment offers leading software systems and information solutions that facilitate and automate many of the business processes across the life cycle of a mortgage. Our customers use our technology and services to reduce their operating costs, improve their customer service and enhance their competitive position. We continually work with our customers to customize and integrate our software and services in order to assist them in achieving the value proposition that we offer to them.

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Technology.  We sell the most widely used mortgage loan servicing platform in the U.S., which offers a comprehensive set of mortgage servicing functions within a single system. We also offer our Desktop application, which is a middleware information system that we have deployed primarily for use with our default management services. The primary applications and services of our technology businesses include:

•  MSP.  Our mortgage servicing platform, or MSP, is an application that automates loan servicing, including loan setup and ongoing processing, customer service, accounting and reporting to the secondary mortgage market, and federal regulatory reporting. MSP serves as the core application through which our bank customers keep the primary records of their mortgage loans, and as a result is an important part of the bank’s underlying processing infrastructure. MSP processes a wide range of loan products, including fixed-rate mortgages, adjustable-rate mortgages, construction loans, equity lines of credit and daily simple interest loans. We believe a substantial opportunity exists to expand the use of MSP in processing home equity lines of credit, or HELOCs. Traditionally, the software systems that many banks use to process HELOCs are based on credit card systems, and we believe, as a result, are less robust than MSP in areas such as escrow tracking and regulatory reporting. We believe the banking industry is now beginning to realize that it needs better processing systems for HELOCs than most banks currently employ. We have also integrated some of our analytic tools into MSP, which can assist our customers’ loan marketing or loss mitigation efforts.

When a bank hires us to process its mortgage portfolio, we provide the hardware and the skilled personnel whose role is to keep the system up and running 24 hours a day, seven days a week; to keep the programs and interfaces running smoothly; and to make the system and application changes needed to upgrade the processes and ensure compliance with regulatory changes. We also undertake to perform the processing securely. The bank customer is responsible for all external communications and all keying or other data input, such as reflecting when checks or other payments are received from its loan customers. While MSP can be purchased on a stand-alone, licensed basis, approximately 84% of our MSP customers by loan volume choose to use us as their processing partner and engage us to perform all data processing functions in our technology center in Jacksonville, Florida. We believe that we achieve higher economies of scale than our customers could on their own and provide them with better margins because of the greater number of mortgages we service in our data center.

•  Desktop.  We have developed a web-based workflow information system, which we refer to as Desktop. The Desktop application can be used for managing a range of different workflow processes. It can be used to organize images of paper documents within a particular file, to capture information from imaged documents, to manage invoices and to provide multiple constituencies access to key data needed for various types of process management. We originally developed Desktop for use in our default management businesses, although it is an enterprise workflow application that is used to handle a wide range of other processes. The Desktop application enables our customers to seamlessly manage different processes through a single application and thus reduces our customers’ processing time and application maintenance costs. We provide electronic access for all our default management customers through our Desktop application that allows them to monitor the status of our services over the Internet. We can also create an automated interface between MSP and the Desktop that allows default services pre-selected by our customers to automatically begin at a pre-determined stage in the default of any loan which is serviced by our MSP application. The Desktop application was originally developed to serve as a core application for tracking all stages of the default management process, and managing a defaulted loan through our Desktop application offers a faster, more efficient handling of such loan.

•  Other software applications.  We offer various software applications and services that facilitate the origination of mortgage loans in the U.S. For example, we offer a loan origination software system, known as Empower!, which is used by banks, savings & loans, mortgage bankers and sub-prime lenders to automate the loan origination process. Empower provides seamless credit bureau access and interfaces with MSP, automated underwriting systems used by Freddie Mac and Fannie Mae and various vendors providing settlement services. We also offer a software system, known as SoftPro, which is a leading real estate closing and title insurance production application. SoftPro is used by over 12,500 customers to create the appropriate forms necessary for the closing of residential and commercial real

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estate transactions in the U.S. Finally, we are the majority owner of RealEC Technologies, Inc., or RealEC, which is a provider of collaborative network solutions to the mortgage industry. RealEC’s applications enable lenders and their business partners to electronically connect, collaborate and automate their business processes to eliminate paper, manual processing and other obstacles in the origination and servicing of mortgage loans. RealEC provides partner connectivity, automated vendor management, advanced data capture, document management services, integration services, intelligent product decision tools, vendor sourcing tools and a B2B exchange to more than 2,000 mortgage originators (including 17 of the top 20).

We build all of our technology platforms to be scalable, highly secure, flexible, standards-based, and web connected. Standards and web connectivity ensure that our products are easy to use for our customers. Further, we can bring solutions to market quickly due to investments that we have made in integrating our technology.

•  Data and analytics.  In addition to our technology applications, this segment provides data and analytics that are used in different steps in the life cycle of a mortgage. Our primary data and analytics services are:

•  Enhanced property data and information.  We acquire and aggregate real estate property data on a national level and we have been a leader in making such data available to our customers in a single database with a standard national format. Our property database currently covers areas where approximately 88% of the U.S. population resides. We distribute this data through bulk sales, customized XML feeds and our web portal SiteX.com. We also offer a number of value added services that enable our customers to utilize this data to assess risk, determine property values, track market performance, generate leads and mitigate risk. Our customers include realtors, investors, mortgage brokers, title companies, direct marketers, appraisers, and lenders.

•  Alternative valuation services.  In recent years, the increasing availability of reliable information related to real estate and real estate transactions has encouraged lenders and other real estate professionals to use alternatives to traditional appraisals. We offer our customers a broad range of property valuation services beyond the traditional appraisals offered by our Loan Transaction Services segment that allow them to match their risk of loss with alternative forms of property valuations, depending upon their needs and regulatory requirements. These include, among others, automated valuation models, broker price opinions, collateral risk scores, appraisal review services and valuation reconciliation services. To deliver these services, we utilize artificial intelligence software, detailed real estate statistical analysis, and modified physical property inspections.

•  Advanced analytic and capital markets services.  We offer advanced analytic tools that enable our customers to take proactive steps with respect to their loan portfolios. For example, we provide pre-payment and default propensity tools as well as due diligence and property valuation services in connection with the marketing and sale of loan portfolios in the secondary market. Our due diligence services consist of a review of a loan pool’s data files for accuracy and completeness, analysis of the physical loan files to determine compliance with internal underwriting guidelines and various regulatory disclosure requirements and the preparation and presentation of reports reflecting our findings.

The following table sets forth our revenues for the last three years from our mortgage processing services and other services in this segment.

	2007		2006		2005
	(Dollars in thousands)
Mortgage processing	$	339,670	$	324,555	$	314,193
Other		230,476		222,406		211,066
Total segment revenues	$	570,146	$	546,961	$	525,259

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Loan Transaction Services

Our Loan Transaction Services segment offers customized outsourced business process and information solutions. We work with our customers to set specific parameters regarding the services they require, and where practicable, provide a single point of contact with us for these services no matter where the property is located. As a result, our customers are able to utilize our services in a manner that we believe provides a greater level of consistency in service, pricing and quality than if these customers were to contract separately for similar services.

Loan facilitation services.  This segment includes the following services, which we refer to as our loan facilitation services:

•  Settlement services.  We offer centralized title agency and closing services to our financial institution clients. Our title agency services include conducting title searches and preparing an abstract of title, reviewing the status of title in a title commitment, resolving any title exceptions, verifying the payment of existing loans secured by a subject property, verifying the amount of prorated expenses and arranging for the issuance of a title insurance policy by a title insurer. Our closing management services are currently available in 46 states and the District of Columbia and include preparing checks, deeds and affidavits and recording appropriate documents in connection with the closing. We maintain a network of independent closing agents that are trained to close loans in accordance with the lender’s instructions, and a network of independent notaries who are available to promptly assist with the closing. We also provide services with respect to recording and releases of liens.

•  Appraisal services.  This segment provides traditional appraisals, as opposed to the alternative property valuations our Technology, Data and Analytics segment offers. Traditional property appraisals involve labor intensive inspections of the real property in question and of comparable properties in the same and similar neighborhoods, and typically take weeks to complete. We have developed processes and technologies that allow our lender customers to outsource their appraisal management function to us and we provide our customers with access to a nationwide network of over 19,000 independent, fully licensed appraisers. Our traditional appraisal services are typically provided in connection with first mortgages.

•  Other origination services.  We offer lenders real estate tax information and federal flood zone certifications in connection with the origination of new mortgage loans. We also offer monitoring services that will notify a lender of any change in tax or flood zone status during the life of a loan. Additionally, we provide complete outsourcing of tax escrow services, including the establishment of a tax escrow account that is integrated with the lender’s mortgage servicing system and the processing of tax payments to taxing authorities. Finally, we act as a qualified exchange intermediary for those customers who seek to engage in qualified exchanges under Section 1031 of the Code, which allows capital gains tax deferral on the sale of certain investment assets.

We frequently combine and customize our loan facilitation services to meet the specific requirements of our customers. For example, we have developed an automated process combining certain of our services that enables selected customers to offer special lending programs to their customers, such as expedited refinance transactions. This process includes an automated title search, which ultimately permits us to deliver our services in a substantially shorter period of time compared to the delivery of traditional services in the industry.

•  Default management services.  In addition to loan facilitation services, our Loan Transaction Services segment offers default management services. These services allow our customers to outsource the business processes necessary to take a loan and the underlying real estate securing the loan through the default and foreclosure process. Based in part on the range and quality of default management services we offer and our focus on customer service, our default management business has grown significantly and we are now the largest mortgage default management outsourced service provider in the U.S. We offer a full spectrum of outsourcing services relating to the management of defaulted loans, from initial property inspection to recording the final release of a mortgage lien.

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•  Foreclosure services.  As our lender and servicing customers proceed toward the foreclosure of properties securing defaulted loans, we provide services that facilitate completing the foreclosure process. For example, we offer our customers a national network of independent attorneys, as well as comprehensive posting and publication of foreclosure and auction notices, and conduct mandatory title searches, in each case as necessary to meet state statutory requirements for foreclosure. We provide document preparation and recording services, including mortgage assignment and release preparation, and due diligence and research services. We also provide various other title services in connection with the foreclosure process.

•  Property inspection and preservation services.  At the onset of a loan default, our services are designed to assess and preserve the value of the property securing the loan. For example, through a nationwide network of independent inspectors, we provide inspection services, including daily reports on vacant properties, occupancy inspections and disaster and insurance inspections. We also offer a national network of independent contractors to perform property preservation and maintenance services, such as lock changes, window replacement, lawn service and debris removal.

•  Asset management, default title and settlement services.  After a property has been foreclosed, we provide services that aid our customers in managing their real estate owned, or REO, properties, including title services and property preservation field services that assist the lender in managing its REO properties. We also offer a variety of title and settlement services relating to the lender’s ownership and eventual sale of REO properties. Finally, we offer nationwide advisory and management services to facilitate a lender’s REO sales.

Similar to our loan facilitation services, in our default management services we work with our customers to identify specific parameters regarding the services they require and to provide a single point of contact for these services. Based on a customer’s needs, our services can be provided individually or, more commonly, as part of a solution that integrates one or more of the services with our technology applications, such as the Desktop or MSP. Despite our large market share, we generally provide only some of our default management services to each customer. We believe that by combining the use of our Desktop application and a number of our default services, a lender can reduce its losses by better controlling timeline management of a defaulted loan. As a result, our customers are able to utilize our outsourcing services in a manner that we believe provides a greater level of consistency in service, pricing and quality than if these customers were to contract separately for similar services.

The following table sets forth our revenues for the last three years from our loan facilitation and default management services in this segment.

	2007		2006		2005
	(Dollars in thousands)
Loan facilitation services	$	652,858	$	623,115	$	603,657
Default services		473,021		277,836		216,441
Total segment revenues	$	1,125,879	$	900,951	$	820,098

Corporate Segment

In addition to our two reporting segments, we also have a corporate segment, which includes costs and expenses not allocated to other segments as well as certain smaller investments and operations.

Customers

We have numerous customers in each of the 21 categories of service that we offer across the mortgage continuum. A significant focus of our marketing efforts is on the top 50 U.S. banks, although we also provide our services to a number of other financial institutions, mortgage lenders, mortgage loan service providers and real estate professionals. We have processing and technology relationships with 39 of the top 50 U.S. banks based on 2007 rankings, including nine of the top ten and 17 of the top 20. Additionally, over 50% of all U.S. residential mortgages by dollar volume are processed using our mortgage processing platform.

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Our most significant customer relationships tend to be long-term in nature and are characterized by the extensive number of services that we provide to each customer. For example, we currently provide an average of approximately 12 of the 21 separate categories of service that we offer to each of our top ten customers in terms of aggregate revenue. Because of the depth of these relationships, we derive a significant portion of our aggregate revenue from our largest customers. For example, in 2007 our three largest customers accounted for approximately 25% of our aggregate revenue and approximately 23% and 26% of the revenue of our Technology, Data and Analytics and Loan Transaction Services segments, respectively. However, these revenues in each case are spread across a range of categories of service. Although the diversity of our services provided to each of these customers reduces the risk that we would lose all of the revenues associated with any of these customers, a significant deterioration in our relationships with or the loss of any one or more of these customers could have a significant impact on our results of operations. See “Management’s discussion and analysis of financial condition and results of operations — Business trends and conditions” and “Risk Factors — Risks related to our business — Consolidation in the banking and financial services industry could adversely affect our revenues by eliminating some of our existing and potential customers and could make us more dependent on a more limited number of customers” and “— If we were to lose any of our largest customers, our results of operations could be significantly affected.”

Sales and marketing

Sales force

We have teams of experienced sales personnel with subject matter expertise in particular services or in the needs of particular types of customers. These individuals have important contacts with their counterparts at our lending institution customers and play an important role in prospecting for new accounts. They work collaboratively and are compensated for sales they generate both within their areas of expertise and outside of those areas. These individuals also support the efforts of our Office of the Enterprise, discussed below.

A significant portion of our potential customers in each of our business lines is targeted via direct and/or indirect field sales, as well as inbound and outbound telemarketing efforts. Marketing activities include direct marketing, print advertising, media relations, public relations, tradeshow and convention activities, seminars, and other targeted activities. As many of our customers use a single service, or a combination of services, our direct sales force also targets existing customers to promote cross-selling opportunities. Our strategy is to use the most efficient delivery system available to successfully acquire customers and build awareness of our services.

Office of the Enterprise

The broad range of services we offer provides us with the opportunity to expand our sales to our existing customer base through cross-selling efforts. We have established a core team of senior managers to lead account management and cross-selling of the full range of our services to existing and potential customers at the top 50 U.S. lending institutions. The individuals who participate in this effort, which we coordinate through our Office of the Enterprise, spend a significant amount of their time on sales and marketing efforts.

Prior to the spin-off, the Office of the Enterprise also sought to cross-market our services with the bank core processing services FIS offers. Although FIS had some success with this approach, it frequently found that the bank personnel responsible for core processing lacked authority to make decisions on the services we offer. The Office of the Enterprise approach has historically been much more successful across our services lines. We do not believe that our loss of the ability to cross-market the service businesses FIS retained following the spin-off will have a significant adverse effect on our revenues.

As part of the Office of the Enterprise operations, we engage in strategic account reviews, during which our executives share their knowledge of clients and the market in order to determine the best sales approach on a client-by-client basis. This enterprise approach benefits our clients in the following ways:

•  Our clients are better able to leverage the strength of all of our solutions. When lenders are introduced to our enterprise sales approach, they are able to take advantage of streamlined processes to increase

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efficiencies, which reduce their internal costs, shorten cycle time and, most importantly, create a better borrower experience.

•  We eliminated the multiple silos that existed across all of our operating divisions. By offering a centralized point of contact at an executive level, combined with access to subject matter experts across the business lines, we were able to reduce confusion among our clients and more effectively communicate the power of our solutions.

The benefit to us is a more cohesive sales force, with a compensation plan that supports the sale of products across all channels. This eliminates internal competition and confusion over client responsibility. As a result, we have created a cross-sell culture within our organization.

Intellectual property

We rely on a combination of contractual restrictions, internal security practices, and copyright and trade secret law to establish and protect our software, technology, and expertise. Further, we have developed a number of brands that have accumulated goodwill in the marketplace, and we rely on trademark law to protect our rights in that area. We intend to continue our policy of taking all measures we deem necessary to protect our copyright, trade secret, and trademark rights.

Competition

A number of the businesses in which we engage are highly competitive. The processing businesses that make up our Technology, Data and Analytics segment compete with internal technology departments within financial institutions and with third party data processing or software development companies. As a result of our expansion efforts in home equity line of credit processing, we also compete against vendors of software and related services to credit card companies.

Competitive factors in processing businesses include the quality of the technology-based application or service, application features and functions, ease of delivery and integration, ability of the provider to maintain, enhance, and support the applications or services, and cost. We believe that due to our integrated technology and economies of scale in the mortgage processing business, we have a competitive advantage in each of these categories.

With respect to our mortgage servicing platform, our principal third party competitor is Fiserv, Inc. We also compete with our customers’ internal technology departments. MSP is the leading mortgage processing software in the U.S., and processes over 50% of all U.S. residential mortgage loans by dollar volume.

Our Desktop application, which is a workflow information system that can be used to manage a range of different workflow processes, is currently the leading mortgage default management application in the United States. We compete primarily with our customers’ in-house technology departments for this type of business.

For the businesses that comprise our Loan Transaction Services segment, key competitive factors include quality of the service, convenience, speed of delivery, customer service and price. Our title and closing services businesses principally compete with large national title insurance underwriters. Our appraisal services businesses principally compete with First American Corporation and small independent appraisal providers, as well as our customers’ in-house appraisers. Our other loan facilitation services businesses principally compete with First American Corporation and LandAmerica Financial Group, Inc, two large title insurance companies that provide a wide range of additional services to mortgage lenders. Due to a lack of publicly available information as to the national market for these services, we are unable to determine our overall competitive position in the national marketplace with respect to our loan facilitation services businesses. Our default management services businesses principally compete with in-house services performed directly by our customers and, to a lesser extent, other third party vendors that offer similar applications and services. Based in part on the range and quality of default management services we offer and our focus on customer service, our default management business has grown significantly and we are now the largest mortgage default management outsourced service provider in the United States.

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Research and development

Our research and development activities have related primarily to the design and development of our processing systems and related software applications. We expect to continue our practice of investing an appropriate level of resources to maintain, enhance and extend the functionality of our proprietary systems and existing software applications, to develop new and innovative software applications and systems in response to the needs of our customers, and to enhance the capabilities surrounding our outsourcing infrastructure. We work with our customers to determine the appropriate timing and approach to introducing technology or infrastructure changes to our applications and services. The costs of our company-sponsored research and development activities were less than 3% of revenues for each of 2007, 2006 and 2005.

Government regulation

Various aspects of our businesses are subject to federal, state, and foreign regulation. Our failure to comply with any applicable laws and regulations could result in restrictions on our ability to provide our services, as well as the imposition of civil fines and criminal penalties.

As a provider of electronic data processing to financial institutions such as banks and credit unions, we are subject to regulatory oversight and examination by the Federal Financial Institutions Examination Council, an interagency body of the Federal Deposit Insurance Corporation, the National Credit Union Administration and various state regulatory authorities. In addition, independent auditors annually review several of our operations to provide reports on internal controls for our customers’ auditors and regulators. We also may be subject to possible review by state agencies that regulate banks in each state in which we conduct our electronic processing activities.

Our financial institution clients are required to comply with various privacy regulations imposed under state and federal law, including the Gramm-Leach-Bliley Act. These regulations place restrictions on the use of non-public personal information. All financial institutions must disclose detailed privacy policies to their customers and offer them the opportunity to direct the financial institution not to share information with third parties. The regulations, however, permit financial institutions to share information with non-affiliated parties who perform services for the financial institutions. As a provider of services to financial institutions, we are required to comply with the privacy regulations and are bound by the same limitations on disclosure of the information received from our customers as apply to the financial institutions themselves.

The Real Estate Settlement Procedures Act, or RESPA, and related regulations generally prohibit the payment or receipt of fees or any other item of value for the referral of a real estate-secured loan to a loan broker or lender and prohibit fee shares or splits or unearned fees in connection with the provision of residential real estate settlement services, such as mortgage brokerage and real estate brokerage. Notwithstanding these prohibitions, RESPA permits payments for goods furnished or for services actually performed, so long as those payments bear a reasonable relationship to the market value of the goods or services provided. RESPA and related regulations may to some extent restrict our real estate-related businesses from entering into certain preferred alliance arrangements. The U.S. Department of Housing and Urban Development is responsible for enforcing RESPA.

Real estate appraisers are subject to regulation in most states, and some state appraisal boards have sought to prohibit our automated valuation applications. Courts have limited such prohibitions, in part on the ground of preemption by the federal Financial Institutions Reform, Recovery, and Enforcement Act of 1989, but we cannot assure you that our valuation and appraisal services business will not be subject to regulation. For a discussion of the new Code of Conduct to be applied by Fannie Mae and Freddie Mac with respect to appraisals, please see “Risk Factors — Risks related to our business — In the wake of the current mortgage market, there could be adverse regulatory consequences or litigation that could affect us.”

The title agency and related services we provide are conducted through an underwritten title company, title agencies, and individual escrow officers. Our underwritten title agency is domiciled in California and is generally limited to requirements to maintain specified levels of net worth and working capital, and to obtain and maintain a license in each of the counties in California in which it operates. The title agencies and

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individual escrow officers are also subject to regulation by the insurance or banking regulators in many jurisdictions. These regulators generally require, among other items, that agents and individuals obtain and maintain a license and be appointed by a title insurer. We also own a title insurer which issues policies generated by our agency operations in relatively limited circumstances. This insurer is domiciled in New York and is therefore subject to regulation by the insurance regulatory authorities of that state. Among other things, no person may acquire 10% or more of our common stock without the approval of the New York insurance regulators.

The California Department of Insurance has recently adopted regulations that include formulas that would require rate reductions on title insurance that would begin in 2010. However, the Department recently announced its intention to promulgate new regulations that would eliminate those formulas and take a more targeted approach to perceived abuses in the title insurance industry. The effect of any such new measures cannot be predicted with certainty until they are proposed. Florida, New Mexico, and Texas have also announced reviews of title insurance rates and other states could follow. At this stage, we are unable to predict what the outcome will be of these or any similar processes. Any such rate reductions could adversely affect our revenues from our title agency services.

The IRS has proposed regulations under Section 468B regarding the taxation of the income earned on escrow accounts, trusts and other funds used during deferred exchanges of like-kind property and under Section 7872 regarding below-market loans to facilitators of these exchanges. The proposed regulations affect taxpayers that engage in like-kind exchanges and escrow holders, trustees, qualified intermediaries, and others that hold funds during like-kind exchanges. We currently do not know what effect these changes will have on our 1031 exchange businesses.

Although we do not believe that compliance with future laws and regulations related to our businesses, including future consumer protection laws and regulations, will have a material adverse effect on our company, enactment of new laws and regulations may increasingly affect the operations of our business, directly or indirectly, which could result in substantial regulatory compliance costs, litigation expense, adverse publicity, and/or loss of revenue.

Employees

As of December 31, 2007, we had approximately 7,000 employees. None of our workforce currently is unionized. We have not experienced any work stoppages, and we consider our relations with employees to be good. We believe that our future success will depend, in part, on our ability to continue to attract, hire and retain skilled and experienced personnel.

Properties and facilities

Our corporate headquarters are located in Jacksonville, Florida, in a facility owned by us. We also own one facility in Sharon, Pennsylvania, and we lease 71 others listed by state as of December 31, 2007 as follows:

	Number of
State	Locations
California		25
Texas		8
Florida		7
Other		31

In connection with the spin-off, we aligned our and FIS’s properties in the most cost-effective manner. Where commercially and practically feasible, facilities that can be divided for joint occupancy by the two companies are made available to both companies, and we lease additional space as needed. We believe our properties are suitable and adequate, and we believe we have sufficient capacity to meet our current needs.

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Legal proceedings

In the ordinary course of business, we are involved in various pending and threatened litigation matters related to our operations, some of which include claims for punitive or exemplary damages. We believe that no actions, other than the matters listed below, depart from customary litigation incidental to our business. As background to the disclosure below, please note the following:

•  These matters raise difficult and complicated factual and legal issues and are subject to many uncertainties and complexities.

•  In these matters, plaintiffs seek a variety of remedies including equitable relief in the form of injunctive and other remedies and monetary relief in the form of compensatory damages. In some cases, the monetary damages sought include punitive or treble damages. None of the cases described below includes a specific statement as to the dollar amount of damages demanded. Instead, each of the cases includes a demand in an amount to be proved at trial.

•  For the reasons specified above, it is not possible to make meaningful estimates of the amount or range of loss that could result from these matters at this time. We review these matters on an ongoing basis and follow the provisions of Statement of Financial Accounting Standards No. 5, Accounting for Contingencies, when making accrual and disclosure decisions. When assessing reasonably possible and probable outcomes, we base our decision on our assessment of the ultimate outcome following all appeals.

•  We intend to vigorously defend each of these matters, and we do not believe that the ultimate disposition of these lawsuits will have a material adverse impact on our financial position.

National Title Insurance of New York, Inc. Litigation

One of our subsidiaries, National Title Insurance of New York, Inc., has been named in twelve putative class action lawsuits: Barton v. National Title Insurance of New York, Inc. et al., filed in the U.S. District Court for the Northern District of California on March 10, 2008; Gentilcore v. National Title Insurance of New York, Inc. et al., filed in the U.S. District Court for the Northern District of California on March 11, 2008; Martinez v. National Title Insurance of New York, Inc. et al., filed in the U.S. District Court for the Southern District of California on March 18, 2008; Swick v. National Title Insurance of New York, Inc. et al., filed in the U.S. District Court for the District of New Jersey on March 19, 2008; Davis v. National Title Insurance of New York, Inc. et al., filed in the U.S. District Court for the Central District of California, Western Division, on March 20, 2008; Pepe v. National Title Insurance of New York, Inc. et al., filed in the U.S. District Court for the District of New Jersey on March 21, 2008; Kornbluth v. National Title Insurance of New York, Inc. et al., filed in the U.S. District Court for the District of New Jersey on March 24, 2008; Lamb v. National Title Insurance of New York, Inc. et al., filed in the U.S. District Court for the District of New Jersey on March 24, 2008; Blackwell v. National Title Insurance of New York, Inc. et al., filed in the U.S. District Court for the Northern District of California on April 11, 2008; Magana v. National Title Insurance of New York, Inc. et al., filed in the U.S. District Court for the Central District of California on June 4, 2008; Moynahan v. National Title Insurance of New York, Inc. et al., filed in the U.S. District Court for the Central District of California on June 10, 2008; and Romero v. National Title Insurance of New York, Inc. et al., filed in the U.S. District Court for the Northern District of California on July 14, 2008. The complaints in these lawsuits are substantially similar and allege that the title insurance underwriters named as defendants, including National Title Insurance of New York, Inc., engaged in illegal price fixing as well as market allocation and division that resulted in higher title insurance prices for consumers. The complaints seek treble damages in an amount to be proved at trial and an injunction against the defendants from engaging in any anti-competitive practices under the Sherman Antitrust Act and various state statutes. A motion was filed before the Multidistrict Litigation Panel to consolidate and/or coordinate these actions in the United States District Court in the Southern District of New York. However, that motion was denied. The cases are generally being

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consolidated before one district court judge in each state and scheduled for the filing of consolidated complaints and motion practice.

Harris, Ernest and Mattie v. FIS Foreclosure Solutions, Inc.

A putative class action was filed on January 16, 2008 as an adversary proceeding in the Bankruptcy Court in the Southern District of Texas. The complaint alleges that LPS engaged in unlawful attorney fee-splitting practices in its default management business. The complaint seeks declaratory and equitable relief reversing all attorneys’ fees charged to debtors in bankruptcy court and disgorging any such fees we collected. We filed a Motion to Dismiss, and the Bankruptcy Court dismissed three of the six counts contained in the complaint. We also filed a Motion to Withdraw the Reference and remove the case to federal district court as the appropriate forum for the resolution of the allegations contained in the complaint. The Bankruptcy Court recommended removal to the U.S. District Court for the Southern District of Texas, and the U.S. District Court accepted that recommendation in April 2008.

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MANAGEMENT

The following table sets forth the information regarding the individuals who serve as our executive officers and directors. All ages are as of July 31, 2008.

Name	Age		Title
William P. Foley, II		63	Chairman of the Board
Jeffrey S. Carbiener		46	President and Chief Executive Officer
Francis K. Chan		38	Executive Vice President and Chief Financial Officer
Daniel T. Scheuble		50	Executive Vice President and Co-Chief Operating Officer
Eric D. Swenson		49	Executive Vice President and Co-Chief Operating Officer
Brent B. Bickett		43	Executive Vice President, Corporate Finance
Todd C. Johnson		43	Executive Vice President, General Counsel and Corporate Secretary
Joseph M. Nackashi		45	Executive Vice President and Chief Information Officer
Parag Bhansali		46	Senior Vice President, Investor Relations and Strategic Planning
Christopher P. Breakiron		42	Senior Vice President and Chief Accounting Officer
Marshall Haines		40	Director
James K. Hunt		56	Director
Lee A. Kennedy		57	Director
Daniel D. (Ron) Lane		73	Director
Cary H. Thompson		51	Director

The following sets forth certain biographical information with respect to our executive officers and directors listed above.

William P. Foley, II is the Chairman of our board of directors. He has served as a director of FIS since February 2006 and is the Executive Chairman of the board of directors of FIS. Mr. Foley has also served as the executive Chairman of the board of directors of FNF since October 2006. Mr. Foley served as Chief Executive Officer of FNF from October 2006 until May 2007. Mr. Foley served as Chairman of the board and Chief Executive Officer of old FNF from that company’s formation in 1984 until the merger between old FNF and FIS.

Jeffrey S. Carbiener is our President and Chief Executive Officer. He served as Executive Vice President and Chief Financial Officer of FIS from February 2006 until the date of the spin-off, and served as the Executive Vice President and Group Executive, Check Services of Certegy from June 2001 until the time of the merger in February 2006. Prior to joining Certegy, Mr. Carbiener served as Senior Vice President, Equifax Check Solutions, a unit of Equifax Inc., from February 1998 until June 2001.

Francis K. Chan is our Executive Vice President and Chief Financial Officer. He served as FIS’s Senior Vice President, Chief Accounting Officer and Controller from December 2005 until the spin-off date. Mr. Chan served as Vice President, Accounting and Financial Operations of old FNF from April 2003 until December 2005, and as Controller of old FNF from 1998 until December 2005. Mr. Chan served in various other management roles with old FNF from July 1995 until 1998. Prior to that, Mr. Chan was employed by KPMG LLP.

Daniel T. Scheuble is our Executive Vice President and Co-Chief Operating Officer. He served as Executive Vice President of the Mortgage Processing Services division of FIS from April 2006 until the spin-off date. Mr. Scheuble joined former FIS in 2003 as Chief Information Officer of the Mortgage Servicing Division. Before joining former FIS, Mr. Scheuble was Chief Information Officer at GMAC Residential and prior to that, he was the Executive Vice President and Chief Information Officer of Loan Operations for HomeSide Lending.

Eric D. Swenson is our Executive Vice President and Co-Chief Operating Officer. He served as Executive Vice President of the Mortgage Information Services division of FIS from April 2006 until the spin-off date. Prior to that time, Mr. Swenson was an Executive Vice President of old FNF and served as the President of

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the Lender Outsourcing Division of former FIS from January 2004 until April 2006. Mr. Swenson served as President and Chief Operating Officer of Fidelity National Information Solutions, Inc., which was a majority-owned subsidiary of old FNF, from August 2001 to December 2002, and as Executive Vice President of Fidelity National Information Solutions, Inc. from December 2002 through December 2003. Prior to August 2001, Mr. Swenson was an Executive Vice President and Regional Manager with old FNF.

Brent B. Bickett is our Executive Vice President, Corporate Finance. Mr. Bickett also serves as Executive Vice President, Strategic Planning of FIS, a position he has held since February 2006, and as Executive Vice President, Corporate Finance of FNF, a position he has held since April 2008. Mr. Bickett joined old FNF in January 1999, where he held the position of Executive Vice President, Corporate Finance and was responsible for mergers and acquisitions and business development efforts. Prior to joining old FNF, Mr. Bickett was a member of the Investment Banking Division of Bear, Stearns & Co. Inc. from August 1990 until January 1999.

Todd C. Johnson is our Executive Vice President, General Counsel and Corporate Secretary. Until the spin-off date, he served as Assistant General Counsel and Corporate Secretary of FIS since February 2006 and of FNF since October 2005. Mr. Johnson also previously served as Assistant General Counsel and Corporate Secretary of Former FNF from July 2003 until November 2006. Prior to joining Former FNF, Mr. Johnson was a partner in the Corporate and Securities practice group of Holland & Knight LLP.

Joseph N. Nackashi is our Executive Vice President and Chief Information Officer. Until the spin-off date, he served as Senior Vice President and Chief Technology Officer of FIS since the merger with Certegy in February 2006. Prior to that, Mr. Nackashi had served as Senior Vice President and Chief Technology Officer of old FIS and its predecessor, ALLTEL Information Services, Inc., since 2000.

Parag Bhansali is our Senior Vice President, Investor Relations and Strategic Planning. Prior to joining LPS in April 2008, Mr. Bhansali had served as Vice President of Finance of Rayonier Inc., a forest products company, since April 2000. Prior to that, Mr. Bhansali was with Covance Inc., a pharmaceutical, research and drug development company, where he served in various positions including Vice President, Corporate Development and Strategy and Vice President, Investor Relations.

Christopher P. Breakiron is our Senior Vice President and Chief Accounting Officer. He served as Vice President of Financial Planning and Analysis of FIS from February 2006 until the spin-off date. Prior to joining FIS, Mr. Breakiron had served as Senior Vice President and Controller, International Card Services of Certegy since 2002.

Marshall Haines serves as a director of our company. He has served as a director of FIS from February 2006 until the spin-off date. Since March 2004, Mr. Haines has been a principal of Tarrant Partners, L.P., an affiliate of Texas Pacific Group. Prior to joining Tarrant Partners, Mr. Haines worked with Bain Capital for ten years, specializing in leveraged buyout transactions in a variety of industries.

James K. Hunt serves as a director of our company. He served as a director of FIS from April 2006 until the spin-off date. Since May 2007, Mr. Hunt has served as Chief Executive Officer and Chief Investment Officer of THL Credit Group, L.P., a credit affiliate of Thomas H. Lee Partners, L.P. providing capital to public and private companies for growth, recapitalizations, leveraged buyouts and acquisitions. Previously, Mr. Hunt founded and was CEO and Managing Partner of Bison Capital Asset Management, LLC, a private equity firm, since 2001. Prior to founding Bison Capital, Mr. Hunt was the President of SunAmerica Corporate Finance and Executive Vice President of SunAmerica Investments (subsequently, AIG SunAmerica). Mr. Hunt also serves as a director of Primus Guaranty, Ltd.

Lee A. Kennedy serves as a director of our company. He has served as a director and as President and Chief Executive Officer of FIS since March 5, 2001. Prior to the merger between Certegy and former FIS, he also served as the Chairman of Certegy from February 2002 until February 2006, and as the President of Certegy from March 2001 until May 2004. Prior to that, he served as President, Chief Operating Officer and director of Equifax Inc., a leading provider of consumer credit and other business information, from June 1999 until June 29, 2001. Mr. Kennedy also serves as a director of Equifax Inc.

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Daniel D. (Ron) Lane serves as a director of our company. He served as a director of FIS from February 2006 until the spin-off date. Mr. Lane served as a director of old FNF from 1989 until the merger between FIS and old FNF in November 2006. Since February 1983, Mr. Lane has been a principal, Chairman and Chief Executive Officer of Lane/Kuhn Pacific, Inc., a corporation that comprises several community development and home building partnerships, all of which are headquartered in Newport Beach, California. He also serves as a director of FNF and CKE Restaurants, Inc.

Cary H. Thompson serves as a director of our company. He served as a director of FIS from February 2006 until the spin-off date. Mr. Thompson served as a director of old FNF from 1992 until the merger between FIS and old FNF in November 2006. Mr. Thompson currently is a Managing Director with Banc of America Securities LLC. From 1999 to May 2008, Mr. Thompson was a Senior Managing Director with Bear Stearns & Co. Inc. Prior to that, Mr. Thompson was a director and Chief Executive Officer of Aames Financial Corporation, from 1996 to 1999. Mr. Thompson also serves as a director of FNF and SonicWall Corporation.

Board of directors structure

Our directors are divided into three classes of approximately equal size and serve for staggered three-year terms. At each annual meeting of stockholders, directors will be elected to succeed the class of directors whose term has expired. Class I’s term will expire at the 2009 annual meeting, Class II’s term will expire at the 2010 annual meeting and Class III’s term will expire at the 2011 annual meeting. Our director nominees will be allocated to classes upon their election to the board of directors. Class I is initially comprised of Messrs. Haines and Hunt, Class II is initially comprised of Messrs. Lane and Thompson, and Class III is initially comprised of Messrs. Foley and Kennedy. Mr. Haines, Hunt, Lane and Thompson are independent directors serving on our board as required by the rules of the NYSE.

Committees

The standing committees of our board of directors include the audit committee, the nominating and corporate governance committee, and the compensation committee. These committees are described below. Our board of directors may also establish various other committees to assist it in its responsibilities.

Audit committee

The board of directors created an audit committee, and appointed Messrs. Hunt, Lane and Haines as members of such committee, with Mr. Hunt serving as its chairman. The board of directors determined that each member of the audit committee meets the independence requirements of the New York Stock Exchange and Rule 10A-3 of the Securities Exchange Act of 1934. This committee is primarily concerned with the accuracy and effectiveness of the audits of our financial statements by our internal audit staff and by our independent auditors. This committee is responsible for assisting the board of directors’ oversight of:

•  the quality and integrity of our financial statements and related disclosure;

•  our compliance with legal and regulatory requirements;

•  the independent auditor’s qualifications and independence; and

•  the performance of our internal audit function and independent auditor.

Nominating and corporate governance committee

The board of directors created a nominating and corporate governance committee, and appointed Messrs. Haines and Hunt as members of such committee, with Mr. Haines serving as its chairman. The board of directors determined that each member of the nominating and corporate governance committee meets the independence requirements of the New York Stock Exchange. This committee’s responsibilities include the selection of potential candidates for our board of directors and the development and annual review of our governance principles.

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Compensation committee

The board of directors created a compensation committee, and appointed Messrs. Lane and Thompson as members of such committee, with Mr. Lane serving as its chairman. The board of directors determined that each member of the compensation committee meets the independence requirements of the New York Stock Exchange. This committee has two primary responsibilities:

•  to monitor our management resources, structure, succession planning, development and selection process as well as the performance of key executives; and

•  to review and approve executive compensation and broad-based and incentive compensation plans.

Executive and director compensation

The following compensation discussion and analysis may contain statements regarding corporate performance targets and goals. These targets and goals are disclosed in the limited context of compensation programs and should not be understood to be statements of management’s expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.

Introduction

In this compensation discussion and analysis, we discuss the compensation objectives and decisions, and the rationale behind those decisions, relating to the compensation provided to certain of our named executive officers in 2007. Our named executive officers are:

Name	Age		Title(s)
William P. Foley, II		63	Chairman of the Board
Jeffrey S. Carbiener		46	President and Chief Executive Officer
Francis K. Chan		38	Executive Vice President and Chief Financial Officer
Daniel T. Scheuble		50	Executive Vice President and Co-Chief Operating Officer
Eric D. Swenson		49	Executive Vice President and Co-Chief Operating Officer

We also discuss in this section the ways in which our approach to compensating our named executive officers is the same as, or differs from, FIS’s approach.

Background

With the exception of Mr. Foley, our named executive officers’ employment with FIS was terminated at the time of the spin-off. Mr. Foley will remain an employee of FIS and LPS. Although only Messrs. Foley and Carbiener were named executive officers of FIS for 2007, the FIS compensation committee approved the base salary, annual incentives and long-term equity-based incentives of all our named executive officers. Accordingly, except where we indicate otherwise, this compensation discussion and analysis relates to compensation decisions made by the FIS compensation committee. Most of the plans and programs under which we compensate our named executive officers are largely the same as the plans and programs maintained by FIS. Consequently, our compensation programs, including the programs’ objectives, currently are substantially similar to those of FIS. The rationale for each element of compensation for our named executive officers currently is also substantially similar to the rationale behind the compensation decisions made by FIS and FIS’s compensation committee.

In 2007, Messrs. Scheuble and Swenson provided services exclusively to us. Messrs. Foley, Carbiener and Chan provided services to FIS and to us. In preparing our audited financial statements for 2007, we determined the compensation paid to these “shared executives” for services provided to FIS and to us, and allocated a portion of that compensation to us based on the proportion of each executive’s time estimated to have been spent providing services to us. However, the amounts we report in this “Management” section reflect all of the compensation paid by FIS in 2007, whether or not allocable to services provided to us.

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Objectives of our compensation program

The compensation programs under which our named executive officers were compensated by FIS in 2007 were designed to attract and motivate high performing executives with the objective of delivering long-term shareholder value and financial results. Retaining our key employees also is a high priority, as there is significant competition in our industry for talented managers. Our compensation programs have the same objectives. We think the most effective way of accomplishing these objectives is to link the compensation of our named executive officers to specific annual and long-term strategic goals, thereby aligning the interests of the executives with those of our stockholders. FIS has a history of delivering strong results for its shareholders, and we believe FIS’s practice of linking compensation with corporate performance has contributed significantly to its track record. We are hopeful that this practice of linking compensation with corporate performance will also help us succeed.

Under our compensation programs, a significant portion of each named executive officer’s total annual compensation is linked to performance goals that are intended to deliver measurable results. Executives will generally be rewarded only when and if the pre-established performance goals are met or exceeded. We also believe that material stock ownership by executives assists in aligning executive’s interests with those of stockholders and strongly motivates executives to build long-term stockholder value. Our stock-based compensation programs are designed to assist in creating this link. Finally, we desire to provide our executives with total compensation that is competitive relative to the compensation paid to similarly situated executives from similarly sized companies, and which is sufficient to motivate, reward and retain those individuals with the leadership abilities and skills necessary for achieving our ultimate objective: the creation of long-term stockholder value.

Role of compensation committee and executive officers in determining executive compensation

Our compensation committee is responsible for approving and monitoring the compensation of all our named executive officers. Our President and Chief Executive Officer also plays an important role in determining executive compensation levels, by making recommendations to our compensation committee regarding salary adjustments and incentive awards for his direct reports. Our Chairman may also make recommendations with respect to equity-based incentive compensation awards. These recommendations will be based on a review of an executive’s performance and job responsibilities and potential future performance. Our compensation committee may exercise its discretion in modifying any recommended salary adjustments or incentive awards for our executives. Our Chairman and our President and Chief Executive Officer will not make recommendations to the compensation committee with respect to their own compensation.

Establishing executive compensation levels

Historically.  FIS operates in a highly competitive industry, and competes with its peers and competitors to attract and retain highly skilled executives within that industry. In order to attract talented executives with the leadership abilities and skills necessary for building long-term shareholder value, motivate its executives to perform at a high level, reward outstanding achievement and retain its key executives over the long-term, FIS’s compensation committee sets total compensation at levels it determines to be competitive in its market.

When determining the overall compensation of its executive officers, including base salaries and annual and long-term incentive amounts, FIS’s compensation committee considers a number of factors it deems important. These factors include financial performance, individual performance, and an executive’s experience, knowledge, skills, level of responsibility and expected impact on the future success of FIS. FIS’s compensation committee also considers corporate governance and regulatory factors related to executive compensation and marketplace compensation practices.

When considering marketplace compensation practices, FIS’s compensation committee considers data on base salary, annual incentive targets and long-term incentive targets, focusing on levels of compensation from the 50th to the 75th percentiles of market data. These levels of total compensation provide a point of reference for the committee, but the FIS compensation committee ultimately makes compensation decisions based on all of the factors described above.

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Role of compensation consultants

To further the objectives of FIS’s compensation program, FIS’s compensation committee engaged Strategic Apex Group, an independent compensation consultant, to conduct an annual review of FIS’s compensation programs for its named executive officers, as well as for other key executives, including our named executive officers. Strategic Apex Group provided FIS’s compensation committee with relevant market data and alternatives to consider when making compensation decisions for FIS’s key executives, including our named executive officers.

To assist FIS’s compensation committee in determining 2007 compensation levels, Strategic Apex Group gathered marketplace compensation data on total compensation, which consisted of annual salary, annual incentives, long-term incentives and pay mix. Strategic Apex Group used two different marketplace data sources: (1) surveys prepared by Hewitt Associates and Towers Perrin, which together contain data on approximately 700 companies, and (2) a group of 14 publicly-traded companies. The 14 companies were:

•  Affiliate Computer Services, Inc.

•  Automatic Data Processing, Inc.

•  CA, Inc.

•  DST Systems, Inc.

•  First Data Corporation

•  Fiserv, Inc.

•  Intuit Inc.

•  MasterCard Incorporated

•  NCR Corporation

•  SunGard Data Systems Inc.

•  Symantec Corporation

•  The Western Union Company

•  Telephone & Data Systems, Inc.

•  Unisys Corporation

These companies are all in the same general industry as FIS and were selected either because they have comparable annual revenues or because they compete directly with FIS for key employees. This compensation information provided by Strategic Apex Group provided a basis for the evaluation of total executive compensation paid to FIS’s executive officers, including our named executive officers, but as stated before many other factors were considered by FIS’s compensation committee.

Going forward.  We will take the same approach, at least initially, when establishing compensation levels for our named executive officers after the spin-off. Specifically, we will consider marketplace compensation data, but we also believe decisions regarding compensation should take into account subjective factors, including assessments of an executive’s performance and the executive’s experience, level of responsibility and expected impact on our future success.

Allocation of total compensation

Historically.  FIS compensates its executives through a mix of base salary, annual cash incentives and long-term equity-based incentives. FIS also maintains standard employee benefit plans for its employees and executive officers and provides some limited perquisites. These benefits and perquisites are described later. FIS’s compensation committee generally allocates its executive officers’ compensation based on its determination of the appropriate ratio of performance-based compensation to other forms of regularly-paid

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compensation. In making this determination, the compensation committee considers how other companies allocate compensation, based on the marketplace data provided by its compensation consultant, and each executive’s level of responsibility, the individual skills, experience and contribution of each executive, and the ability of each executive to impact company-wide performance and create long-term shareholder value.

In 2007, our named executive officers’ compensation was allocated among annual salary, annual cash incentives and long-term equity-based incentives, with a heavy emphasis on the at-risk, performance-based components of annual cash incentives and long-term equity-based incentives.

FIS’s compensation committee believes performance-based incentive compensation comprising 60% to 90% of total target compensation is appropriate. FIS’s compensation committee also believes a significant portion of an executive officer’s compensation should be allocated to equity-based compensation in order to effectively align the interests of FIS’s executives with the long-term interests of its shareholders. Consequently, for 2007, a majority of FIS’s named executive officers’ total compensation was provided in the form of nonqualified stock options.

When allocating Mr. Foley’s compensation among base salary and annual and long-term incentives, FIS’s compensation committee considers that Mr. Foley is not employed exclusively by FIS. Specifically, because Mr. Foley does not dedicate 100% of his time on a day-to-day basis to FIS matters, FIS’s compensation committee has allocated a smaller portion of his annual compensation to base salary. Rather, because of Mr. Foley’s unique experience and his contributions to and impact on FIS’s long-term strategy and success, FIS’s compensation committee has heavily weighted Mr. Foley’s compensation toward at-risk, performance-based annual and long-term incentive opportunities.

Going forward.  Our compensation committee has approached and will continue to approach compensation decisions in much the same way as FIS’s compensation committee. Performance-based compensation will comprise the majority of our named executive officers’ compensation. However, we will regularly consider the allocation of compensation among annual base salary, annual incentives and long-term incentives to ensure that our compensation structure and allocation of compensation among guaranteed payments and at-risk, performance-based compensation is furthering our compensation objectives and goals.

Executive compensation components

Historically.  For 2007, the principal components of compensation for FIS’s named executive officers consisted of:

•  base salary;

•  performance-based annual cash incentives; and

•  long-term equity-based incentive awards in the form of stock options.

FIS also provided its executives with retirement and employee benefit plans as well as limited perquisites, although these items are not significant components of FIS’s compensation programs.

Going forward.  The principal components of compensation for our named executive officers are substantially similar to those of FIS.

Base Salary

Historically.  FIS seeks to provide each of its named executive officers with a level of assured cash compensation for services rendered during the year sufficient, together with performance-based incentive awards, to motivate the executive to consistently perform at a high level. However, base salary is a relatively small component of the total compensation package, as FIS’s emphasis is on performance-based, at-risk pay. FIS’s compensation committee typically reviews salary levels at least annually as part of its performance review process, as well as in the event of promotions or other changes in executive officers’ positions with FIS.

In determining increases to an executive’s base salary, the FIS compensation committee considers the subjective and quantitative factors described above. Both Mr. Foley and Mr. Carbiener received significant

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increases to their base salaries from 2006 to 2007. The committee approved these increases in light of the minimum salaries required under their respective employment agreements, Mr. Foley’s and Mr. Carbiener’s experience, knowledge, skills, level of responsibility and expected impact on FIS’s future success, as well as the marketplace compensation data provided by Strategic Apex Group discussed above.

Going forward.  Our compensation committee recently reviewed the base salaries of our executive officers, including our named executive officers, and made adjustments to reflect their new positions and responsibilities with us and that we are now a stand-alone public company. The committee approved base salaries of $850,000 for Mr. Carbiener, $350,000 for Mr. Chan, $490,000 for Mr. Scheuble and $540,000 for Mr. Swenson, in accordance with their respective employment agreements dated August 8, 2008, which are described below. The compensation committee set Mr. Foley’s base salary at $275,000 after considering that he is an employee of FIS and FNF, as well as LPS.

In the future, our compensation committee will determine annual base salary levels in the same manner as FIS’s compensation committee determined annual base salary levels. In the first quarter of each year, our compensation committee will review and, if appropriate, adjust the base salary of each of our named executive officers.

Annual performance-based cash incentives

Historically.  FIS awards annual cash incentives based upon the achievement of performance goals that are specified in the first quarter of the year. FIS provides the annual incentives to its executive officers under an annual incentive plan that is designed to allow the annual incentives to qualify as deductible performance-based compensation, as that term is used in Section 162(m) of the Code. The annual incentive plan includes a set of performance goals that can be used in setting incentive awards under the plan. FIS uses its annual incentive plan to provide a material portion of the executives’ total compensation in the form of at-risk, performance-based pay.

In the first quarter of 2007, annual incentive award targets were established by FIS’s compensation committee as described above for our named executive officers as a percentage of the individual’s base salary. Messrs. Foley’s and Carbiener’s annual incentive award targets were set in accordance with the provisions of their employment agreements, which are described below. In setting the targets for our other executives, FIS’s compensation committee considered the executive’s position within the FIS organization for 2007, level of responsibility and ability to impact company-wide performance and create long-term shareholder value. For 2007, Mr. Foley’s annual incentive target was 250% of base salary, Mr. Carbiener’s target was 150% of base salary, Mr. Chan’s target was 50% of base salary, and Messrs. Scheuble’s and Swenson’s targets were 100% of base salary.

Actual payout could range from one-half to two times (three times for Mr. Foley) the target incentive opportunity, depending on achievement of the pre-established goals. However, no annual incentive payments are payable to an executive officer if the pre-established, minimum performance thresholds are not met. The ranges of possible payments under FIS’s annual incentive plan are set forth in the Grants of Plan-Based Awards table under the column Estimated Possible Payouts Under Non-Equity Incentive Plan Awards.

During the first quarter of 2007, FIS’s compensation committee established performance goals relating to the incentive targets described above and set a threshold performance level that needed to be achieved before any awards could be paid. These performance goals were specific, table driven measures, and FIS’s compensation committee did not retain discretion to increase the amount of the incentive awards, but did retain discretion to reduce such amounts.

Annual incentive awards for 2007 for the named executive officers were based on meeting weighted objectives for revenue growth (2007 target of 7.95% growth) and earnings before interest and taxes, or EBIT (2007 target of 17.56% growth), two key measures in evaluating the performance of FIS’s business. EBIT is calculated by taking GAAP net income and adding back interest expense, interest income, other non-operating expense, equity in earnings of unconsolidated subsidiaries, minority interest expense and income tax expense. For purposes of determining whether the targets under the annual incentive plan have been met, FIS also adjusts its revenue and EBIT results for the financial impact of certain events and activities, including merger,

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acquisition and divestiture activities, certain integration activities, and other restructuring charges, and for the impact of changes in foreign currency from budgeted rates.

Each of these targets was equally weighted. For 2007, FIS’s actual financial results relating to the performance goals exceeded the target level but fell just short of the maximum level with respect to revenue growth (2007 revenue growth was 9.14%), and met the threshold level with respect to EBIT growth (2007 EBIT growth was 14.6%). FIS met but did not exceed threshold performance levels on the EBIT performance measures, and the compensation committee exercised its discretion and determined to pay only for exceeding target on the revenue growth performance measure. Accordingly, the incentive awards earned by FIS’s named executive officers for 2007, when combined, exceeded their threshold levels, but were less than the target levels. The annual incentive amounts earned under the annual incentive plan were approved by FIS’s compensation committee and are reported in the Summary Compensation Table under the column Non-Equity Incentive Plan Compensation.

Mr. Carbiener received a bonus in 2006 in connection with the merger between former FIS and Certegy on February 1, 2006. This bonus was required by the employment agreement with Mr. Carbiener, which replaced his prior change in control agreement. A description of his employment agreement can be found in the narrative following the Grants of Plan-Based Awards table and in the “Potential payments upon termination or change in control” section. As consideration for the cancellation of the change in control agreement, his agreement to remain employed by FIS following the merger between former FIS and Certegy, and his agreement to abide by certain restrictive covenants contained in the employment agreement, Mr. Carbiener was paid $500,000 upon the completion of the merger between former FIS and Certegy. The bonus amount paid to Mr. Carbiener is listed in the Bonus column in the Summary Compensation Table.

Going forward.  We have adopted an annual incentive plan that, like FIS’s plan, is designed to provide a material portion of our executives’ compensation in the form of at-risk, performance-based pay. Our compensation committee recently met and determined the annual incentive targets for our executives and the performance goals relating to the incentive targets.

With the exception of Mr. Foley, our named executive officers’ annual incentive targets for the second half of 2008 were set in accordance with their respective employment agreements with us dated as of August 8, 2008, which are described below. Mr. Carbiener’s target is 150% of base salary, Mr. Chan’s target is 100% of base salary, and Messrs. Scheuble’s and Swenson’s targets are 125% of their respective base salaries. The committee set Mr. Foley’s target at 100% of base salary after consideration of his position within our organization and his unique experience and ability to impact our long-term strategy and success. Actual payout under the annual incentive plan could range from one-half to two times the target incentive opportunity, depending on achievement of the pre-established goals described below. However, no annual incentive payments will be payable to an executive officer if the minimum performance thresholds set by the compensation committee are not met.

Annual incentive awards for the second half of 2008 for our named executive officers will be based on meeting objectives for revenue growth, weighted at 40% of the annual incentive target, and earnings before interest and taxes, or EBIT, weighted at 40% of the annual incentive target, and for keeping capital expenditures within targeted levels, weighted at 20% of the annual incentive target. These three measures are key measures in evaluating the performance of our business. EBIT is calculated by taking GAAP net income and adding back interest expense, interest income, other non-operating expense, equity in earnings of unconsolidated subsidiaries, minority interest expense and income tax expense. For purposes of determining whether the targets under the annual incentive plan have been met, we also adjust our revenue and EBIT results for the financial impact of certain events and activities, including merger, acquisition and divestiture activities, certain integration activities, and other restructuring charges.

Long-term equity incentive awards

Historically.  FIS uses its shareholder-approved amended and restated Certegy Inc. Stock Incentive Plan, or the Certegy stock plan, for long-term incentive awards. FIS has historically used nonqualified stock options as its primary form of equity compensation, although the plan is an omnibus plan that authorizes FIS to grant stock

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appreciation rights, restricted stock and restricted stock units. FIS believes stock options assist in its goal of creating long-term shareholder value by linking the interests of named executive officers, who are in positions to directly influence shareholder value, with the interests of its shareholders. A description of the Certegy stock plan can be found under the heading “Stock incentive plans” following the Grants of Plan-Based Awards table.

FIS’s general practice is to make awards during the fourth quarter of each year at a meeting of its compensation committee held following the release of third quarter earnings. FIS also grants awards in connection with significant new hires or promotions.

In 2007, FIS’s compensation committee approved grants of nonqualified stock options to each of FIS’s named executive officers pursuant to the Certegy stock plan. The exercise prices and number of shares subject to these grants are disclosed in the Grants of Plan-Based Awards table.

FIS’s compensation committee considers several factors when determining award levels, and ultimately uses its judgment when making individual grants. The factors the committee considers include the following:

•  an analysis of competitive marketplace compensation data provided to the compensation committee by Strategic Apex Group;

•  the executive’s level of responsibility and ability to influence the company’s performance;

•  the executive’s level of experience and skills;

•  the need to retain and motivate highly talented executives; and

•  a subjective review of FIS’s business environment, objectives and strategy.

In each case, the stock options were awarded with an exercise price equal to the fair market value of a share on the date of grant, vest proportionately each year over three years based on continued employment with FIS, and have a seven year term. In addition to aligning the executive’s interest with the interests of its shareholders, FIS believes these stock option awards aid in retention, because the executive must remain with FIS for three years before the options become fully exercisable.

FIS’s compensation committee also approved a grant of 5,500 shares of restricted stock to Mr. Carbiener. The restricted stock award was granted in March 2007 as a merit award for his performance as FIS’s Chief Financial Officer in 2006. As FIS’s Chief Financial Officer, Mr. Carbiener was principally responsible for overseeing the financial performance of FIS, and in making this award the committee considered the fact that during 2006 FIS significantly outperformed its revenue growth targets, while simultaneously implementing significant expense reductions. The committee also considered Mr. Carbiener’s role in leading the integration of the operations of Certegy Inc. and former FIS following the merger of the two companies. His responsibilities in these efforts included, among others, acting as the principal architect of the expense reduction plan and overall responsibility for the timely completion of the integration. These integration efforts led to expense synergies in excess of $30 million and significant revenue synergies during 2006. This award vested on the first anniversary of the date of grant.

In addition, in May 2007, Mr. Foley was awarded an option to purchase 400,000 shares of FNRES Holdings, Inc., or FNRES, an affiliate of FIS in which it holds a minority interest, at an exercise price of $10 per share. The option was granted under the FNRES Holdings, Inc. 2007 Stock Incentive Plan, or the FNRES stock plan. The options granted under the FNRES stock plan vest upon the earliest to occur of (i) a change in control or (ii) following an initial public offering; provided that in each case the options vest only if the equity value of a share of FNRES common stock equals at least $20 per share (subject to adjustment) and Mr. Foley’s service with FNRES has not been terminated. The grant was approved by the FNRES board and by the FIS compensation committee. The option was granted in consideration of services to be provided by him to FNRES and to encourage him to work toward increasing FNRES’s stock price and to achieve a successful sale or initial public offering of FNRES. Mr. Foley currently serves as chairman of the board and chief executive officer of FNRES. In those capacities, he is responsible for its strategic direction and for oversight of its execution of its strategic plans, including its efforts at achieving the goals upon which vesting of the options is contingent. He regularly meets with its chief operating officer and other executives to review

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and direct the company’s performance. Further details of Mr. Foley’s 2007 FNRES option grant are provided in the Grants of Plan-Based Awards table and the related footnote. A description of the FNRES Stock Plan can be found under the heading “FNRES stock plan.”

Further details concerning the stock option grants made by FIS in 2007 to our named executive officers are provided in the Grants of Plan-Based Awards table and the related footnotes.

Going forward.  In general, the outstanding stock-based awards held by our named executive officers are treated in the same manner as stock-based awards held by all of our employees.

Effective as of the spin-off, with the exception of Mr. Foley, our named executive officers’ FIS stock options were converted into stock options to purchase shares of our common stock. The exercise prices and numbers of shares subject to each option grant were adjusted to reflect the differences in FIS’s and our common stock prices. These stock options were granted under our new omnibus incentive plan, which was approved by our compensation committee and board of directors, and approved by FIS as our sole stockholder prior to the spin-off. The plan allows us to provide our eligible employees, including each of our named executive officers, grants of equity-based incentive awards based on our shares in the future if our compensation committee determines that it is in the best interest of our company and our stockholders to do so.

Mr. Foley’s FIS stock options were split. Two-thirds of the options were adjusted, pursuant to the terms of the applicable FIS equity incentive plans, taking into account the change in the value of FIS common stock as a result of the spin-off. The remaining one-third were replaced with our stock options granted under our omnibus incentive plan with the same terms and conditions as the FIS options, but with equitable adjustments made to the exercise prices and the number of shares underlying the options to reflect the difference in value of FIS and our common stock.

Effective as of the spin-off, with the exception of Mr. Foley, our named executive officers’ restricted stock awards were forfeited as a result of the named executive officers’ termination of employment with FIS and they received replacement awards of our restricted stock under our omnibus incentive plan. These replacement awards have the same terms and conditions as the forfeited FIS awards, and the shares will vest on the same dates the FIS awards would have vested. The number of shares subject to the awards has been adjusted to reflect the differences in stock value of FIS and LPS.

Mr. Foley’s restricted stock was split. Two-thirds of the restricted stock was equitably adjusted by increasing the number of shares of FIS restricted stock to prevent dilution. The additional shares of restricted stock have the same transfer restrictions and forfeiture conditions as the original grants. The remaining one-third was replaced with awards of our restricted stock. These replacement awards have the same terms and conditions as the forfeited FIS awards, and the shares will vest on the same dates the FIS awards would have vested. The number of shares subject to the awards has been adjusted to reflect the differences in stock value of FIS and LPS.

On August 13, 2008, our compensation committee approved option and restricted stock awards for our executives, including the named executive officers. In determining the award levels for our named executive officers, the Committee considered a number of factors, including:

•  the executive’s level of responsibility and potential to influence Company performance;

•  the executive’s level of experience and skills;

•  an analysis of competitive marketplace compensation data provided to the committee by Strategic Apex Group;

•  our current business environment, objectives and strategy; and

•  the need to retain and motivate our executives.

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After considering these factors, the committee approved the following grants to our named executive officers:

			Restricted
Name	Options		Stock
William P. Foley, II		250,000		75,000
Jeffrey S. Carbiener		250,000		75,000
Francis K. Chan		50,000		15,000
Daniel T. Scheuble		100,000		30,000
Eric D. Swenson		100,000		30,000

The options and the restricted stock were granted pursuant our omnibus incentive plan, and vest proportionately over three years on the anniversary of the date of grant. The options have an exercise price equal to the fair market value of our common stock on the date of grant and a seven year term. In the event of a change in control of the Company, the options and the restricted stock will fully vest and become exercisable.

Employment agreements

Historically.  FIS entered into a three-year employment agreement with each of Messrs. Carbiener, Scheuble and Swenson, effective May 1, 2008, to serve as its Chief Financial Officer, Executive Vice President of Mortgage, and Executive Vice President of Mortgage Information Services, respectively. FIS also entered into a two-year employment agreement with Mr. Chan, effective May 1, 2008, to serve as its Senior Vice President and Chief Accounting Officer. The employment agreements contained a provision for automatic annual extensions beginning on the first anniversary of the effective date and continuing thereafter unless either party provides timely notice that the term should not be extended. The employment agreements also provided for a minimum annual base salary and an annual cash bonus target (as a percentage of annual base salary, with higher or lower amounts payable depending on performance relative to targeted results) for each executive, and that each executive is entitled to supplemental disability insurance sufficient to provide at least 2/3 of his pre-disability base salary, and the executive and his eligible dependents are entitled to medical and other insurance coverage FIS provides to its other top executives as a group.

Going forward.  At the time of the spin-off, we assumed the May 1, 2008 employment agreements between FIS and each of Messrs. Carbiener, Chan, Scheuble and Swenson in connection with the spin-off. However, on August 8, 2008, our compensation committee approved new employment agreements with each of these executives after consideration of the executives’ new positions and responsibilities with us and our new status as a stand-alone public company.

Each executive’s employment agreement provides for a three-year term expiring on December 31, 2011, and contains a provision for automatic annual extensions following the initial three-year period and continuing thereafter unless either party provides timely notice that the term should not be extended. The employment agreements provide for a minimum annual base salary and an annual cash bonus target (as a percentage of annual base salary, with higher or lower amounts payable depending on performance relative to targeted results) as follows:

			Annual Cash Bonus Target (as a
Name	Base Salary		Percentage of Base Salary)
Jeffrey S. Carbiener	$	850,000		150	%
Francis K. Chan	$	350,000		100	%
Daniel T. Scheuble	$	490,000		125	%
Eric D. Swenson	$	540,000		125	%

Under the employment agreements, each executive is entitled to supplemental disability insurance sufficient to provide at least 2/3 of his pre-disability base salary, and the executive and his eligible dependents are entitled to medical and other insurance coverage the Company provides to its other top executives as a group. Each executive is also entitled to participate in the Company’s equity incentive plans.

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If, during the term of the employment agreement, (i) an executive’s employment is terminated by the Company for any reason other than “cause,” death or disability, or (ii) an executive terminates his employment for “good reason,” the executive will be entitled to receive the following compensation and benefits:

•  any earned but unpaid base salary and any expense reimbursement payments owed and any earned but unpaid annual bonus payments relating to the prior year;

•  a pro rated target bonus for the year in which the termination occurs;

•  a lump-sum payment equal to 300%, except in the case of Mr. Chan who is entitled to receive 200%, of the sum of the executive’s (1) annual base salary and (2) the highest annual bonus paid to the executive within the three years preceding his termination or, if higher, the target bonus opportunity in the year in which the termination of employment occurs;

•  immediate vesting and/or payment of all equity awards, except those awards which are based upon satisfaction of performance criteria which shall only vest in accordance with their express terms; and

•  for as long as the executive pays the full monthly premiums for COBRA coverage, continued receipt of health and dental insurance benefits for a period of 3 years, reduced by comparable benefits he may receive from another employer, together with a lump sum cash payment equal to 36 monthly medical and dental COBRA premiums based on the executive’s level of coverage on the date of termination.

For purposes of the employment agreements, a termination of employment by the executive for “good reason” includes, among others, a termination based on the occurrence within six months immediately preceding or within two years immediately following a “change in control” of:

•  a material adverse change in the executive’s status, authority or responsibility;

•  a change in the person to whom the executive reports that results in a material adverse change to the executive’s service relationship or the conditions under which he performs his duties;

•  a material adverse change in the position to whom the executive reports or a material diminution in the authority, duties or responsibilities of that position;

•  a material diminution in the budget over which the executive has managing authority; or

•  a material change in the geographic location of Employee’s principal place of employment.

Retirement and other employee benefit plans

Introduction.  FIS provides retirement and other benefits to its U.S. employees under a number of compensation and benefit plans. Our named executive officers participated in the same compensation and benefit plans that were provided to FIS employees generally. All of FIS’s employees in the United States, including our named executive officers, were eligible to participate in FIS’s 401(k) plan and FIS’s Employee Stock Purchase Plan. In addition, our named executive officers generally participated in the same health and welfare plans as FIS’s other employees. In addition, Mr. Carbiener participated in FIS’s frozen Fidelity National Information Services, Inc. Pension Plan.

Pension plan

Historically.  Executive pensions are not a significant component of FIS’s compensation program. However, FIS maintained a pension plan, which it froze effective May 31, 2006. No pension benefits accrued and no pensions were offered to new employees after the freeze date. In July 2007, FIS received a determination letter from the Internal Revenue Service permitting it to distribute all pension plan benefits in the form of lump sums and annuity contracts, and to terminate the plan effective as of May 31, 2006. Of our named executive officers, only Mr. Carbiener participated in the FIS pension plan in 2007. We discuss material terms of the FIS pension plan in the narrative following the Pension Benefits table.

Going forward.  We have not adopted and do not anticipate adopting a pension plan.

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Executive life and supplemental retirement benefit plan and special supplemental executive retirement plan

Historically.  FIS also maintains the Executive Life and Supplemental Retirement Benefit Plan, which we refer to as the FIS split dollar plan, and the Special Supplemental Executive Retirement Plan, which we refer to as the FIS special plan. The purpose of the FIS split dollar plan is to reward executives for their service to the company and to provide an incentive for future service and loyalty. The plan provides benefits through life insurance policies on the lives of participants. Mr. Carbiener retains death benefits under the split dollar plan, but does not have deferred cash accumulation benefits under the plan as a result of amendments made to the plan to comply with applicable law resulting from the Sarbanes-Oxley Act of 2002. To replace the lost cash accumulation benefits, FIS adopted the FIS special plan. The FIS special plan provides participants with a benefit opportunity comparable to the deferred cash accumulation benefit opportunity that would have been available had they been able to continue participation in the split dollar plan. Information regarding Mr. Carbiener’s benefits under the FIS special plan, as well as material terms of the FIS special plan, can be found in the Nonqualified Deferred Compensation table and accompanying narrative.

Going forward.  We adopted a similar split dollar plan and special plan in which Mr. Carbiener participates. The plans are a continuation of a portion of the FIS split dollar plan and the FIS special plan. Mr. Carbiener is fully vested in his special plan benefits, except that such benefits are forfeited if he dies or if his employment is terminated by us for cause. Eligibility in the split dollar plan and the special plan is limited to Mr. Carbiener.

401(k) plan

Historically.  FIS sponsors a defined contribution savings plan that is intended to be qualified under Section 401(a) of the Code. The plan contains a cash or deferred arrangement under Section 401(k) of the Code, as well as an employee stock ownership plan feature. Participating employees may contribute up to 40% of their eligible compensation, but not more than statutory limits (generally $15,500 in 2007). FIS contributes an amount equal to 50% of each participant’s voluntary contributions under the plan, up to a maximum of 6% of eligible compensation for each participant. Matching contributions are initially invested in shares of FIS common stock, although a participant may subsequently direct the trustee to invest those funds in any other investment option available under the plan. A participant may receive the value of his or her vested account balance upon termination of employment. A participant is always 100% vested in his or her voluntary contributions. Vesting in matching contributions occurs on a pro rata basis over a period of three years.

Going forward.  We have adopted a 401(k) plan with similar features.

Deferred compensation plans

Historically.  FIS provides its named executive officers, as well as other key employees, with the opportunity to defer receipt of their compensation under a non-qualified deferred compensation plan. Mr. Chan is the only named executive officer who has deferred compensation under the plan. A description of the plan and information regarding Mr. Chan’s deferrals under the plan can be found in the Nonqualified Deferred Compensation table and accompanying narrative.

Going forward.  We have adopted a deferred compensation plan with similar features and the plan balances of participants who are solely employed by us following the spin-off, including Mr. Chan, have been credited under our deferred compensation plan in connection with the distribution.

Employee stock purchase plan

Historically.  FIS sponsors an employee stock purchase plan, which provides a program through which FIS’s executives and employees can purchase shares of FIS’s common stock through payroll deductions and through matching employer contributions. Participants may elect to contribute between 3% and 15% of their salary into the employee stock purchase plan through payroll deduction. At the end of each calendar quarter, FIS makes a matching contribution to the account of each participant who has been continuously employed by it or a participating subsidiary for the last four calendar quarters. For most employees, matching contributions are equal to 1/3 of the amount contributed during the quarter that is one year earlier than the quarter in which

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the matching contribution is made. For certain officers, including FIS’s named executive officers, and for employees who have completed at least ten consecutive years of employment with FIS, the matching contribution is 1/2 of such amount. The matching contributions, together with the employee deferrals, are used to purchase shares of FIS’s common stock on the open market.

Going forward.  We have adopted an employee stock purchase plan with similar features.

Health and welfare benefits

Historically.  FIS sponsors various broad-based health and welfare benefit plans for its employees. Certain executives, including FIS’s named executive officers, are provided with additional life insurance. The taxable portion of the premiums on this additional life insurance is reflected in the Summary Compensation Table under the column All Other Compensation and the related footnote.

Going forward.  We have adopted similar, broad-based, health and welfare benefit plans.

Perquisites and other benefits

Historically.  FIS provides few perquisites to its executives. In general, the perquisites provided are intended to help FIS’s executives be more productive and efficient and to protect FIS and the executive from certain business risks and potential threats. In 2007, certain executive officers received the following perquisites: personal use of corporate airplane; club membership fees; assistance with financial planning; and car allowance. FIS’s compensation committee regularly reviews the perquisites granted to FIS’s executive officers. It recently stopped providing club membership fees, car allowances and, except with respect to Mr. Foley, financial planning assistance. In the event that an executive is required by the company to relocate, FIS has provided a relocation bonus to defray the expense to the executive of the relocation. Mr. Carbiener received a relocation bonus of $325,000 in 2006. FIS’s compensation committee believes its perquisites are reasonable and within market practice. Further detail regarding executive perquisites in 2007 can be found in the Summary Compensation Table under the column All Other Compensation and the related footnote.

Going forward.  We intend to take a minimalist approach to perquisites as well. LPS will not provide reimbursement of club membership fees or car allowances. The compensation committee considered the elimination of these perquisites when determining the base salaries of our named executive officers. We have also entered into agreements with FIS and FNF pursuant to which we share use of each other’s airplanes, including for personal use by our respective executives. See “Certain relationships and related party transactions.”

Stock ownership guidelines

On August 8, 2008, our compensation committee adopted stock ownership guidelines for our executive officers and directors in order to ensure that those individuals maintain an equity interest in our company at a level sufficient to assure our stockholders of their commitment to value creation, while satisfying an individual’s needs for portfolio diversification. The guidelines call for each of our executives and directors to reach the ownership multiple within four years. Unvested shares of restricted stock and vested in-the-money stock options count toward meeting the guidelines. The guidelines, including those applicable to non-employee directors, are as follows:

Position	Minimum Aggregate Value
Chairman and CEO	5 x base salary
Other officers	2 x base salary
Non-employee directors	5 x annual retainer

Tax and accounting considerations

FIS’s compensation committee considers the impact of tax and accounting treatment when determining executive compensation.

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Section 162(m) of the Code places a limit of $1,000,000 on the amount that can be deducted in any one year for compensation paid to certain executive officers. There is, however, an exception for certain performance-based compensation. FIS’s compensation committee takes the deduction limitation under Section 162(m) into account when structuring and approving awards under its annual incentive plan and its stock plan. Compensation paid under its annual incentive plan and awards granted under its stock plan are generally intended to qualify as performance-based compensation. However, in certain situations, the compensation committee may approve compensation that will not meet these requirements.

We will also consider Section 162(m) when structuring and approving awards. There will be a transition period following the distribution during which we will not be subject to all of the requirements of Section 162(m). We intend to take all actions required, including seeking stockholder approval of our plans as necessary, so that we will be able to provide performance-based compensation after the transition period expires.

FIS considers accounting impact when structuring and approving awards. FIS accounts for stock-based payments, including stock option grants, in accordance with the Statement of Financial Accounting Standards No. 123 (revised), which we refer to as FAS 123(R). We will account for stock-based payments in accordance with FAS 123(R).

Executive compensation

The following table sets forth information concerning the 2007 and, for Messrs. Foley and Carbiener, 2006 cash and non-cash compensation awarded by FIS to or earned by our named executive officers. The 2006 compensation of the named executive officers (other than Messrs. Foley and Carbiener) is not shown because they were not named executive officers in 2006 and their compensation information has not previously been disclosed. The information in this table includes compensation earned by the individuals for services with FIS. The amounts we report reflect all of the compensation paid by FIS, whether or not allocable to services provided to us. The amounts of compensation shown below do not necessarily reflect the compensation such person will receive in the future, which could be higher or lower.

Summary compensation table

													Change in
													Pension
											Non-Equity		Value and
											Incentive		Nonqualified
											Plan		Deferred
							Stock		Option		Compensation		Compensation			All Other
	Fiscal		Salary		Bonus		Awards		Awards		Earnings		Earnings			Compensation		Total
Name and Principal Position	Year		($)(1)		($)(2)		($)(3)		($)(4)		($)(5)		($)(6)			($)(7)		($)
William P. Foley, II		2007		537,500		—		729,329		10,050,710		913,913		—			187,253		12,418,705
Chairman		2006		417,535		—		152,598		13,007,899		2,407,821		—			161,774		16,147,627
Jeffrey S. Carbiener		2007		485,897		—		188,547		1,257,496		375,887		(18,347	)		14,888		2,304,368
President and Chief Executive Officer		2006		359,627		500,000		—		1,111,763		600,000		61,595			329,100		2,962,085
Francis K. Chan		2007		259,375		—		—		125,511		68,143		—			24,019		477,048
Executive Vice President and Chief Financial Officer
Daniel T. Scheuble		2007		425,000		—		16,517		574,713		224,213		—			12,385		1,252,828
Executive Vice President and Co-Chief Operating Officer
Eric D. Swenson		2007		497,740		—		99,099		658,960		250,591		—			51,975		1,558,365
Executive Vice President and Co-Chief Operating Officer

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(1)	Amounts shown are not reduced to reflect the named executive officers’ elections, if any, to defer receipt of salary into FIS’s 401(k) plan, employee stock purchase plan or deferred compensation plans.
(2)	Represents a contractual bonus paid in 2006 in connection with the merger between Certegy and former FIS.
(3)	With respect to Messrs. Foley, Scheuble and Swenson, represents the dollar amount recognized for financial statement reporting purposes in accordance with FAS 123(R) for the fiscal years ended December 31, 2007 and 2006, of restricted stock awards granted by old FNF in 2003 and assumed by FIS in the merger between it and old FNF. With respect to Mr. Carbiener, 2007 amounts represent the dollar amount recognized for financial statement reporting purposes in accordance with FAS 123(R) with respect to a restricted stock award granted by FIS as a merit bonus in 2007.
(4)	Represents the dollar amount recognized for financial statement reporting purposes in accordance with FAS 123(R) for the fiscal years ended December 31, 2007 and 2006, of stock option awards granted in and prior to fiscal years 2007 and 2006. These awards consisted of options granted by FIS and options granted to acquire shares of old FNF under old FNF plans that FIS assumed in the merger between it and old FNF. Assumptions used in the calculation of these amounts are included in Note 11 to our combined financial statements included in this prospectus. For Mr. Foley, 2006 amounts include $8.9 million recorded relating to FIS’s performance-based stock option awards for which the vesting criterion was met during 2006 after the merger between Certegy and former FIS.
(5)	Represents amounts paid pursuant to FIS’s annual incentive plan which were earned in 2006 and paid in 2007, and earned in 2007 and paid in 2008, respectively.
(6)	Represents the change in pension value for Mr. Carbiener under the Pension plan.
(7)	Amounts shown for 2007 include matching contributions to FIS’s 401(k) plan and employee stock purchase plan; dividends paid on restricted stock; life insurance premiums paid by FIS; dividends from the split dollar plan, which are reinvested in the plan; personal use of a company airplane; club membership fees; financial planning services; and car allowance as set forth below:

	Foley		Carbiener		Chan		Scheuble		Swenson
401(k) Matching Contributions	$	—	$	6,750	$	6,750	$	6,750	$	6,750
ESPP Matching Contributions		15,000		—		17,188		3,984		30,000
Restricted Stock Dividends		2,217		825		—		1,515		9,095
Life Insurance Premiums		371		93		81		135		129
Dividends from Split Dollar Plan		—		7,220		—		—		—
Personal Airplane Use		71,753		—		—		—		—
Club Membership Fees		56,756		—		—		—		—
Financial Planning Services		41,156		—		—		—		—
Car Allowance	$	—	$	—	$	—	$	—	$	6,000

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Grants of plan-based awards table

The following table sets forth information concerning awards granted by FIS during the fiscal year ended December 31, 2007 to our named executive officers who were employed by FIS:

									(d)		(e)				(g)
									All Other		All Other				Grant Date
									Stock		Option		(f)		Fair
			Estimated Possible Payouts Under						Awards:		Awards:		Exercise		Value
			Non-Equity Incentive Plan						Number of		Number of		or Base		of Stock
			Awards(1)						Shares of		Securities		Price of		and
			(a)		(b)		(c)		Stock or		Underlying		Option		Option
	Grant		Threshold		Target		Maximum		Units		Options		Awards		Awards
Name	Date		($)		($)		($)		(#)(2)		(#)(3)		($)		($)
William P. Foley, II		12/20/2007		—		—		—		—		600,000	$	42.56		7,710,120
		5/14/2007		—		—		—		—		400,000	$	10.00		208,100
		N/A		671,875		1,343,750		4,031,251		—		—		—		—
Jeffrey S. Carbiener		12/20/2007		—		—		—		—		300,000	$	42.56		3,855,060
		3/30/2007		—		—		—		5,500		—		—		250,030
		N/A		356,250		712,500		1,425,000		—		—		—		—
Francis K. Chan		12/20/2007		—		—		—		—		37,500	$	42.56		481,883
		N/A		64,583		129,166		258,332		—		—		—		—
Daniel T. Scheuble		12/20/2007		—		—		—		—		200,000	$	42.56		2,570,040
		N/A		212,500		425,000		849,999		—		—		—		—
Eric D. Swenson		12/20/2007		—		—		—		—		200,000	$	42.56		2,570,040
		N/A		237,500		474,999		949,999		—		—		—		—

(1)	The amounts shown in column (a) reflect the minimum payment level under FIS’s annual incentive plan which is 50% of the target amount shown in column (b). The amount shown in column (c) for everyone except Mr. Foley is 200% of such target amount. For Mr. Foley, the amount in column (c) is 300% of the target amount. These amounts are based on the individual’s 2007 salary.
(2)	The amounts shown in column (d) reflect the number of shares of our restricted stock granted under the Certegy plan to Mr. Carbiener as a merit bonus.
(3)	The amounts shown in column (e) reflect (i) the number of stock options granted to each named executive officer under the Certegy plan on December 20, 2007 (grant date fair value per option is $12.85 per option granted); and (ii) with respect to Mr. Foley, the number of options granted to him under the FNRES stock plan on May 14, 2007 (grant date fair value per option is $0.52 per option granted). FIS owns approximately 39% of FNRES’s common stock and accounts for it under the equity method.

Effective as of the spin-off, Messrs. Carbiener’s, Chan’s, Scheuble’s and Swenson’s FIS stock options were converted into stock options to purchase shares of our common stock. The exercise prices and numbers of shares subject to each option grant were adjusted to reflect the differences in FIS’s and our common stock prices.

Mr. Foley’s FIS stock options were split. Two-thirds of the options were adjusted, pursuant to the terms of the applicable FIS equity incentive plans, taking into account the change in the value of FIS common stock as a result of the spin-off. The remaining one-third were replaced with our stock options granted under our omnibus incentive plan with the same terms and conditions as the FIS options, but with equitable adjustments made to the exercise prices and the number of shares underlying the options to reflect the difference in value of FIS and our common stock.

Employment agreements

Prior to the spin-off, certain of our named executive officers were party to employment agreements with FIS. Additional information regarding post-termination benefits provided under these employment agreements can be found in the “Potential payments upon termination or change in control” section. The following descriptions are based on the terms of the agreements as of December 31, 2007.

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William P. Foley, II

FIS entered into a three-year employment agreement with Mr. Foley, effective October 24, 2006, to serve as its Executive Chairman, with a provision for automatic annual extensions beginning on the first anniversary of the effective date and continuing thereafter unless either party provides timely notice that the term should not be extended. Under the terms of the agreement, Mr. Foley’s minimum annual base salary was $500,000, with an annual cash bonus target equal to 250% of his annual base salary, with higher or lower amounts payable depending on performance relative to targeted results. The agreement provided that Mr. Foley was entitled to supplemental disability insurance sufficient to provide at least 2/3 of his pre-disability base salary, and Mr. Foley and his eligible dependents were entitled to medical and other insurance coverage FIS provided to its other top executives as a group. Mr. Foley was also entitled to the payment of initiation and membership dues in any social or recreational clubs that FIS deemed appropriate to maintain its business relationships, and he was eligible to receive equity grants under FIS’s equity incentive plans, as determined by FIS’s compensation committee.

Jeffrey S. Carbiener

FIS entered into a three-year employment agreement with Mr. Carbiener, effective as of the consummation of the merger between Certegy and former FIS on February 1, 2006, to serve in an executive and managerial capacity. Mr. Carbiener served as FIS’s Executive Vice President and Chief Financial Officer. Under the terms of the agreement, Mr. Carbiener’s minimum annual base salary was $400,000, with an annual cash bonus target equal to 150% of his annual base salary, with higher or lower amounts payable depending on performance relative to targeted results. The agreement provided that Mr. Carbiener was entitled to standard benefits available to FIS’s other executives. Pursuant to the agreement, Mr. Carbiener was granted stock options to purchase 350,000 shares of FIS common stock as of the effective date of the consummation of the merger between Certegy and former FIS, vesting in four annual installments beginning on the first anniversary of the effective date.

Eric D. Swenson

FIS entered into a three-year employment agreement with Mr. Swenson, effective March 9, 2005, to serve in an executive and managerial capacity. Mr. Swenson served as Executive Vice President of mortgage outsourcing and information services for FIS. Under the terms of the agreement, Mr. Swenson’s minimum annual base salary was $400,000 and he was entitled to an annual incentive each year pursuant to a formula determined by FIS’s compensation committee. Mr. Swenson was entitled to FIS’s standard benefits available to FIS’s other executives. Pursuant to the agreement, Mr. Swenson was granted stock options to purchase 500,000 shares of FIS common stock. Mr. Swenson’s employment agreement expired on March 9, 2008.

Stock incentive plans

In 2007, FIS used its shareholder-approved amended and restated Certegy Inc. Stock Incentive Plan for long-term incentive compensation of its executive officers. FIS’s compensation committee administers the Certegy stock plan. The plan permits the granting of stock options, including incentive and nonqualified stock options, restricted stock, and restricted stock units. The awards may be subject to time-based and/or performance-based vesting, and if specified in the award agreement, may become fully vested if FIS experiences a change in control. Further details are set forth in the “Potential payments upon termination or change in control” section.

FIS also maintains a long-term incentive plan that it assumed in connection with the merger between Certegy and former FIS, the former FIS 2005 Stock Incentive Plan, or former FIS plan. As of December 31, 2007, certain of our named executive officers continued to hold outstanding stock options under the former FIS plan, which options FIS assumed in connection with the merger between Certegy and former FIS and converted into options to purchase its stock. Although the outstanding awards remain subject to the terms of the former FIS plan, no further awards may be granted under this plan.

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In addition, FIS maintains several long-term incentive plans that it assumed in connection with the merger between FIS and old FNF, including the FNF 2004 Omnibus Incentive Plan and the amended and restated FNF 2001 Stock Incentive Plan, collectively the assumed FNF stock plans. Prior to the merger between FIS and old FNF, the compensation committee of old FNF granted awards of stock options and restricted stock to certain officers and non-employee directors of old FNF pursuant to the terms of these plans. As of December 31, 2007, Messrs. Foley, Chan and Swenson continued to hold outstanding awards under the assumed FNF stock plans, which awards were assumed by FIS in connection with the merger between it and old FNF and converted into options to purchase FIS stock and shares of FIS restricted stock, as the case may be. Although the outstanding awards remain subject to the terms of the assumed FNF stock plans, the plans have been frozen with respect to new awards and no future awards may be granted under these plans.

FNRES stock plan

The FNRES stock plan was adopted in 2007 and is maintained by FNRES and administered by the FNRES board, or by one or more committees appointed by the FNRES board. The plan permits the granting of stock options or stock awards of FNRES stock. Eligible participants are selected by the FNRES board, or designated committee, and include employees, directors and consultants of FNRES and its affiliates. The FNRES board, or designated committee, has full authority and sole discretion to take actions to administer, operate, and interpret the plan, or to amend, suspend, or terminate the plan.

The options granted under the FNRES stock plan vest upon the earliest to occur of (i) a change in control or (ii) following an initial public offering; provided that in each case the options vest only if the equity value of a share of FNRES common stock equals at least $20.00 per share (subject to adjustment) and Mr. Foley’s service with FNRES has not been terminated. If the equity value target is not met at the time of a change in control, FNRES will use commercially reasonable efforts to have the acquirer or the surviving or continuing company assume or continue, as the case may be, the unvested options on the same (or nearly as practicable) terms and conditions as set forth herein. If the acquirer does not agree to assume or continue the options, then the options will terminate. For purposes of the FNRES plan, the term “equity value” means (i) in the event of a change in control, the aggregate amount of per share net proceeds (other than any taxes) of cash or readily marketable securities and the discounted expected value of any other deferred consideration received or to be received by the holders of FNRES common stock (including all shares issuable upon exercise of in-the-money options, whether or not exercisable); or (ii) at any time after an initial public offering, the average price of FNRES common stock over a consecutive 45-day trading period; provided, however, that the full 45-day trading period must conclude on or prior to the expiration date of the option. The term “change in control” for this purpose means a transaction or related series of transactions through which a person or group other than certain current stockholders and their affiliates become the direct or indirect beneficial owners of more than the greater of (i) 35% of the outstanding shares of FNRES stock or (ii) the percentage of outstanding voting stock owned directly or indirectly by these stockholders.

Because the vesting of the options is contingent upon performance and market criteria which were not met in 2007, FIS did not incur any expense for financial statement reporting purposes for fiscal year 2007 pursuant to FAS 123(R). Therefore, the Summary Compensation Table does not include any amounts associated with the FNRES options.

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The following table sets forth information concerning FIS’s unexercised stock options, stock that has not vested and equity incentive plan awards for each of our named executive officers outstanding as of December 31, 2007:

Outstanding equity awards at fiscal year-end table

	Option Awards												Stock Awards
			Number of			Number of
			Securities			Securities							Number of			Market Value
			Underlying			Underlying							Shares or			of Shares or
	Option		Unexercised			Unexercised			Option		Option		Units of Stock			Units of Stock
	Grant		Options (#)			Options (#)			Exercise		Expiration		That Have			That Have
Name	Date		Exercisable			Unexercisable			Price ($)		Date		not Vested (#)			not Vested ($)
William P. Foley, II		10/15/2004		417,946	(1)		—			29.18		10/15/2012		—			—
		3/9/2005		213,186			426,374	(2)		15.63		3/9/2015		—			—
		8/19/2005		83,590	(1)		83,589	(1)		30.97		8/19/2015		—			—
		11/9/2006		276,667			553,333	(2)		41.35		11/9/2013		—			—
		12/20/2007		—			600,000	(2)		42.56		12/20/2014		—			—
Jeffrey S. Carbiener		6/1/1998		1,340			—			27.78		6/1/2008		—			—
		1/27/1999		4,492			—			27.50		1/27/2009		—			—
		12/10/1999		13,410			—			17.15		12/10/2009		—			—
		1/31/2000		20,320			—			16.03		1/31/2010		—			—
		1/29/2001		6,680			—			21.68		1/29/2011		—			—
		10/31/2001		11,552			—			26.04		10/31/2011		—			—
		2/12/2002		5,632			—			31.94		2/12/2012		—			—
		2/12/2002		38,459			—			31.94		2/12/2012		—			—
		2/4/2004		18,982			—			29.74		2/4/2011		—			—
		2/4/2005		24,175			—			32.20		2/4/2012		—			—
		2/1/2006		87,500			262,500	(2)		39.48		2/1/2013		—			—
		3/30/2007		—			—			—		—		5,500	(3)		228,745
		12/20/2007		—			300,000	(2)		42.56		12/20/2014		—			—
Francis K. Chan		4/16/2001		5,548	(1)		—			8.42		4/16/2011		—			—
		9/10/2004		16,677	(1)		—			22.38		9/10/2012		—			—
		3/9/2005		4,093			2,729	(2)		15.63		3/9/2015		—			—
		3/9/2005		5,970			—			15.63		3/9/2015		—			—
		12/22/2006		6,250			18,750	(2)		40.25		12/22/2016		—			—
		12/20/2007		—			37,500	(2)		42.56		12/20/2014		—			—
Daniel T. Scheuble		3/9/2005		5,117			20,466	(2)		15.63		3/9/2015		—			—
		12/22/2006		25,000			50,000	(2)		40.25		12/22/2016		—			—
		12/20/2007		—			200,000	(2)		42.56		12/20/2014		—			—
Eric D. Swenson		3/9/2005		17,055			68,220	(2)		15.63		3/9/2015		—			—
		12/22/2006		25,000			50,000	(2)		40.25		12/22/2016		—			—
		11/18/2003		—			—			—		—		1,773	(1)		73,739
		12/20/2007		—			200,000	(2)		42.56		12/20/2014		—			—

(1)	These options and restricted shares were originally granted by old FNF under plans assumed by FIS in the merger between FIS and old FNF. All unvested options vest ratably over a three-year period from the original date of grant. Mr. Swenson’s remaining restricted shares vest on November 18, 2008.
(2)	The unvested options listed above that FIS granted in 2005 vest quarterly over a 4-year period from the date of grant. The unvested options listed above that FIS granted in 2006 and 2007 vest annually over 3 years from the date of grant, except for those granted to Mr. Carbiener in 2006 which vest annually over four years from the date of grant.
(3)	The restricted stock granted to Mr. Carbiener was made as a merit bonus and vests on the first anniversary of the date of grant.

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Outstanding FNRES option awards at fiscal year end

			Option Awards
			Number of		Number of
			Securities		Securities
			Underlying		Underlying
			Unexercised		Unexercised		Option		Option
			Options (#)		Options (#)		Exercise		Expiration
Name	Grant Date		Exercisable		Unexercisable		Price ($)		Date
William P. Foley, II		5/14/2007		—		400,000		10.00		5/14/2015

Option exercises and stock vested table

The following table sets forth information concerning each exercise of FIS’s stock options, SARs and similar instruments, and each vesting of stock, including restricted stock, restricted stock units and similar instruments, during the fiscal year ended December 31, 2007 for each of our named executive officers on an aggregated basis:

	Option Awards				Stock Awards
	Number of		Value		Number of		Value
	Shares Acquired		Realized on		Shares Acquired		Realized on
Name	on Exercise (#)		Exercise ($)		on Vesting (#)		Vesting ($)
William P. Foley, II		2,558,440		81,274,422		14,779		635,054
Jeffrey S. Carbiener		—		—		—		—
Francis K. Chan		—		—		—		—
Daniel T. Scheuble		7,675		219,725		296		12,719
Eric D. Swenson		30,525		1,002,394		1,773		76,186

Pension benefits

The following table summarizes the accumulated FIS pension value for Mr. Carbiener as of December 31, 2007:

		Number		Present
		of Years		Value of		Payments
		Credited		Accumulated		During Last
Name	Plan Name	Service (#)		Benefit ($)		Fiscal Year ($)
Jeffrey S. Carbiener	Fidelity National Information Services, Inc. Pension Plan		15		—		157,464

(1) We received a determination letter from the Internal Revenue Service in July 2007 permitting us to distribute all pension plan benefits by purchasing an annuity contract or paying a lump sum benefit to each participant, and to terminate the plan effective May 31, 2006. Amounts reflected in the table with respect to Mr. Carbiener represent the lump sum payment received by him in 2007 with respect to his pension plan benefit. Additional information concerning the termination of the pension plan is set forth below.

In 2007, FIS maintained a pension plan that provided benefits for certain of its employees, including Mr. Carbiener. The FIS pension plan was a tax-qualified defined benefit pension plan. This plan became effective in July 2001, and is a successor plan to the Equifax Inc. U.S. retirement income plan, from which it was spun off. As a successor plan, it carried forward rights and benefits that derived from participants’ employment with Equifax Inc., and was based on the restatement of the Equifax Inc. U.S. retirement income plan that was generally effective

January 1, 1997. As previously discussed, FIS assumed the pension plan in connection with the merger between Certegy and former FIS and froze it effective May 31, 2006, and no pension benefits accrued after the freeze date or will accrue in the future. Full vesting occurred for all active pension plan participants when FIS froze the plan. In July 2007, FIS received a determination letter from the Internal Revenue Service permitting it to distribute all pension plan benefits in the form of lump sums and annuity contracts and to

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terminate the plan effective as of May 31, 2006. All plan benefits have been distributed and FIS has no further obligation under its pension plan. Mr. Carbiener elected to receive a lump sum under the plan, and received a payment of $157,464 on October 31, 2007.

Nonqualified deferred compensation table

The following table sets forth information as of December 31, 2007, with respect to each FIS defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified:

		Executive		Registrant		Aggregate		Aggregate		Aggregate
		Contributions		Contributions		Earnings in		Withdrawals/		Balance at
		in Last FY		in Last FY		Last FY		Distributions		Last FYE
Name	Plan	($)		($)(1)		($)(2)		($)		($)(3)
Jeffrey S. Carbiener	Special Plan		—		55,000		61,754		—		198,419
Francis K. Chan	Non-Qualified Deferred Compensation Plan		50,938		471		27,822		—		348,990

(1)	With respect to Mr. Carbiener, amounts reflect premium paid on life insurance policy in 2007. Mr. Carbiener’s benefit under the special plan is based on the excess of the cash surrender value in the policy over the total premiums paid.
(2)	Represents the increase in the executive’s participant interest in 2007.
(3)	Represents the executive’s participant interest as of December 31, 2007.

FIS special plan

The FIS special plan provides participants with a benefit opportunity comparable to the deferred cash accumulation benefit that would have been available had they been able to continue participation in the FIS split dollar plan. Participants’ interests under the special plan are based on the excess of the cash surrender value of a life insurance policy on the executive over the total premium payments paid by FIS. A participant’s interest fluctuates based on the performance of investments in which the participant’s interest is deemed invested. The FIS special plan provides that following a change in control, the participants may select investments; however, their right to select investments is forfeited if they violate the plan’s non-competition provisions within one year after termination of employment. Mr. Carbiener’s post-spin-off employment with LPS is not regarded as being in competition with FIS and is not in violation of the non-competition provisions. Therefore, their right to select investments is preserved under the special plan. To date, investment decisions regarding Mr. Carbiener’s participant interests have been made by a third party investment advisor. The table below shows the investments available for selection, as well as the rates of return for those investments for 2007.

	2007
	Rate of
Name of Fund	Return
International Value		6.24	%
International Small-Cap		4.73	%
Equity Index		5.23	%
Small-Cap Index		(2.02	)%
Diversified Research		1.19	%
Equity		6.27	%
American Funds Growth-Income		4.66	%
American Funds Growth		11.93	%
Large-Cap Value		3.54	%
Technology		23.03	%
Short Duration Bond		4.47	%
Floating Rate Loan		(1.86	)%
Diversified Bond		1.32	%
Growth LT		15.63	%
Focused 30		31.84	%
Health Sciences		16.47	%
Mid-Cap Value		(2.15	)%
Large-Cap Growth		21.63	%
Small-Cap Growth		15.10	%
International Large-Cap		9.26	%
Small-Cap Value		3.14	%
Multi-Strategy		4.34	%
Main Street Core		4.40	%
Emerging Markets		33.09	%

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	2007
	Rate of
Name of Fund	Return
Managed Bond		8.53	%
Inflation Managed		10.14	%
Money Market		4.99	%
High Yield Bond		2.44	%
Comstock		(3.01	)%
Mid-Cap Growth		22.92	%
Real Estate		(16.16	)%
Small-Cap Equity		6.04	%
BlackRock Basic Value V.I. Fund Class III		1.53	%
BlackRock Global Allocation V.I. Fund Class III		16.75	%
Fidelity VIP Freedom 2010 Service Class 2		8.42	%
Fidelity VIP Freedom 2015 Service Class 2		9.07	%
Fidelity VIP Freedom 2020 Service Class 2		9.97	%
Fidelity VIP Freedom 2025 Service Class 2		10.26	%
Fidelity VIP Freedom 2030 Service Class 2		11.08	%
Fidelity VIP Freedom Income Service Class 2		5.92	%
Fidelity VIP Contrafund Service Class 2		17.30	%
Fidelity VIP Growth Service Class 2		26.66	%
Fidelity VIP Mid-Cap Service Class 2		15.34	%
Fidelity VIP Value Strategies Service Class 2		5.36	%
Janus Aspen Series International Growth Portfolio Service Shares		28.02	%
Janus Aspen Series Mid Cap Growth Portfolio Service Shares		21.74	%
Janus Aspen Series Risk-Managed Core Portfolio Service Shares		6.13	%
Lazard Retirement U.S. Strategic Equity Portfolio		(0.95	)%
LMPV Aggressive Growth Portfolio Class II		(1.66	)%
LMPV Mid Cap Core Portfolio Class II		(5.72	)%
MFS VIT New Discovery Series Service Class		2.25	%
MFS VIT Utilities Series Service Class		27.56	%
Premier VIT Op Cap Small Cap Portfolio		0.58	%
T. Rowe Price Blue Chip Growth Portfolio-II		12.49	%
T. Rowe Price Equity Income Portfolio-II		3.03	%
Van Eck Worldwide Hard Assets Fund		45.36	%
XTF Advisors Trust — ETF 2010 Portfolio		(0.90	)%
XTF Advisors Trust — ETF 2015 Portfolio		(0.30	)%
XTF Advisors Trust — ETF 2020 Portfolio		(1.10	)%
XTF Advisors Trust — ETF 2025 Portfolio		(0.20	)%
XTF Advisors Trust — ETF 2030 Portfolio		(1.60	)%
XTF Advisors Trust — ETF 2040+ Portfolio		(2.60	)%
Brandes International Equity		8.01	%
Turner Core Growth		22.43	%
Frontier Capital Appreciation		11.92	%
Business Opportunity Value		5.44	%

Mr. Carbiener is fully vested in his special plan benefits, except that his benefits are forfeited if he dies or if his employment is terminated by FIS for cause. For this purpose, the term “cause” means the participant’s willful and continued failure to do his duties even after FIS makes a written demand for performance, or willful actions by the participant that injure FIS. Benefits are distributed after the plan administrator declares a rollout event, which can be done no sooner than the latest of (1) fifteen years after the participant’s commencement date under the FIS split dollar plan, (2) the participant’s sixtieth birthday or (3) after the participant retires or becomes permanently disabled. For this purpose, the term “retire” means the participant’s termination of employment after (1) turning age sixty-five, (2) turning age fifty-five and having five years of vesting service or (3) turning age fifty and having the participant’s age plus years of benefit service equal at least seventy-five. The administrator may also declare a rollout event if payments under the plan have not yet begun and a participant violates the plan’s non-competition provisions within a one-year period after termination of employment.

If a participant terminates employment for good reason, or if the participant’s job is eliminated, payments must begin fifteen years after the participant’s commencement date under the FIS split dollar plan or after the participant turns sixty years old, whichever is later. The spin-off was treated as an elimination of Mr. Carbiener’s job for purposes of the plan. Participants can also elect to get payments earlier if both (1) seven years have passed since the participant’s commencement date under the split dollar plan and (2) the participant retires or turns sixty years old.

A participant can elect to get the payments in either a single lump sum or in installments over a period of between two and ten years. If the participant elects installment payments, FIS will credit the undistributed principal amount with 5% simple annual interest. If a participant elects to receive a lump sum distribution, FIS

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can make the distribution either in cash or by transferring an interest in the policy. If the benefit is less than $10,000, or the participant violates the plan’s non-competition provisions within a one-year period after termination of employment, then the administrator can force a lump sum distribution. Unless a participant violates the plan’s non-competition provisions within one-year after termination of employment, FIS will pay an additional gross up based on the administrator’s estimate of the tax savings realized by it by being able to deduct the payments from its federal, state and local taxes. Participants’ benefits derive solely from the terms of the special plan and are unsecured. Participants do not have rights under the insurance policies.

In connection with the merger between Certegy and former FIS, FIS funded a rabbi trust with sufficient monies to pay all future required insurance premiums under the FIS split-dollar plan and to pay all of the participant interests as defined in the FIS special plan, including with respect to Mr. Carbiener.

FIS non-qualified deferred compensation plan

Under FIS’s non-qualified deferred compensation plan, participants can defer up to 75% of their base salary and 100% of their annual incentives, subject to a minimum deferral of $15,500. Deferral elections are made in December for amounts to be earned in the following year. Deferrals and related earnings are not subject to vesting conditions.

Participants’ accounts are bookkeeping entries only and participants’ benefits are unsecured. Participant’s accounts are credited or debited daily based on the performance of hypothetical investments selected by the participant, and may be changed on any business day. The funds from which participants may select hypothetical investments, and the 2007 rates of return on these investments, are listed in the following table:

	2007
	Rate of
Name of Fund	Return
Nationwide NVIT Money Market V		4.87	%
PIMCO VIT Real Return Portfolio		10.66	%
PIMCO VIT Total Return Portfolio		8.76	%
LASSO Long and Short Strategic Opportunities		4.08	%
T. Rowe Price Equity Income II Portfolio		3.03	%
Dreyfus Stock Index		5.26	%
Fidelity VIP II Contrafund Portfolio		17.51	%
American Funds IS Growth		12.35	%
Goldman Sachs VIT Mid Cap Value		3.20	%
T. Rowe Price Mid Cap Growth II Portfolio		17.22	%
Royce Capital Small Cap Portfolio		(2.14	)%
Vanguard VIF Small Company Growth Portfolio		3.77	%
AllianceBernstein VPS International Value Portfolio		5.84	%
American Funds IS International		20.02	%

Upon retirement, which generally means separation of employment after attaining age sixty, an individual may elect either a lump-sum withdrawal or installment payments over 5, 10 or 15 years. Similar payment elections are available for pre-retirement survivor benefits. In the event of a termination prior to retirement, distributions are paid over a 5-year period. Account balances less than $15,500 will be distributed in a lump-sum. Participants can elect to receive in-service distributions in a plan year that is at least three plan years after the amounts are actually deferred, and these amounts will be paid within sixty days from the close of the plan year in which they were elected to be paid. The participant may also petition us to suspend elected deferrals, and to receive partial or full payout under the plan, in the event of an unforeseeable financial emergency, provided that the participant does not have other resources to meet the hardship.

Plan participation continues until termination of employment. Participants will receive their account balance in a lump-sum distribution if employment is terminated within two years after a change in control.

In 2004, Section 409A of the Code was passed. Section 409A changed the tax laws applicable to nonqualified deferred compensation plans, generally placing more restrictions on the timing of deferrals and distributions. The deferred compensation plan contains amounts deferred before and after the passage of Section 409A. For amounts subject to Section 409A, which in general terms includes amounts deferred after December 31, 2004, a modification to a participant’s payment elections may be made upon the following events:

•  Retirement.  A participant may modify the distribution schedule for a retirement distribution from a lump-sum to annual installments or vice versa, however, a modification to the form of payment requires

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that the payment(s) commence at least five years after the participant’s retirement, and this election must be filed with the administrator at least 12 months prior to retirement.

•  In-service Distributions.  Participant’s may modify each in-service distribution date by extending it by at least five years; however, participants may not accelerate the in-service distribution date and this election must be filed with the administrator at least 12 months prior to the scheduled in-service distribution date.

Deferral amounts that were vested on or before December 31, 2004 are generally not subject to Section 409A and are governed by more liberal distribution provisions that were in effect prior to the passage of Section 409A. For example, a participant may withdraw these grandfathered amounts at any time, subject to a withdrawal penalty of ten percent, or may annually change the payment elections for these grandfathered amounts.

Potential payments upon termination or change in control

In this section, we discuss the nature and estimated value of payments and benefits FIS would have provided to our named executive officers in the event of termination of employment or a change in control. The amounts described in this section reflect amounts that would have been payable under FIS’s plans and the named executive officer’s FIS agreements if the named executive officer’s employment had terminated on December 31, 2007. The types of termination situations include a voluntary termination by the executive, with and without good reason, a termination by FIS either for cause or not for cause, termination after a change in control, and termination in the event of disability or death. We also describe the estimated payments and benefits that would be provided upon a change in control without a termination of employment. The spin-off did not trigger any change of control provisions.

The estimates described in this section are considered forward-looking information that fall within the safe harbors for disclosure of such information. The actual payments and benefits that would be provided upon a termination of employment or a change in control would be based on the named executive officers’ compensation and benefit levels at the time of the termination of employment or change in control and the value of accelerated vesting of stock-based awards is dependent on the value of the underlying stock.

For each type of employment termination, our named executive officers would have been entitled to benefits that are available generally to FIS domestic salaried employees, such as distributions under the FIS 401(k) savings plan, certain disability benefits and accrued vacation. We have not described or provided an estimate of the value of these or other payments or benefits under plans or arrangements that do not discriminate in scope, terms or operation in favor of a named executive officer and that are generally available to all salaried employees of FIS. In addition to these generally available plans and arrangements, as of December 31, 2007, Mr. Carbiener also had benefits under the FIS split dollar plan and FIS special plan. These plans, and Mr. Carbiener’s benefits under them, are discussed in the Compensation Discussion and Analysis section, the Pension Benefits table and the Nonqualified Deferred Compensation table and accompanying narratives.

Potential payments under employment agreements in effect as of December 31, 2007

As discussed previously, Mr. Foley, has an employment agreement with FIS. This agreement provides for the payment of severance benefits following certain termination events. Following is a summary of the payments and benefits Mr. Foley would receive in connection with various employment termination scenarios.

Under Mr. Foley’s employment agreement, if his employment is terminated other than due to death and the termination is by FIS for any reason other than for cause or due to disability, or by the executive for good reason or for any reason during the six month period following a change in control, then the executive is entitled to receive:

•  any earned but unpaid base salary and any expense reimbursement payments owed and any earned but unpaid annual bonus payments relating to the prior year, which we refer to as “accrued obligations;”

•  a prorated annual bonus;

•  a lump-sum payment equal to 300% of the sum of the executive’s (1) annual base salary and (2) the highest annual bonus paid to the executive within the three years preceding his termination or, if higher, the target bonus opportunity in the year in which the termination of employment occurs;

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•  immediate vesting and/or payment of all equity awards; and

•  continued receipt of life and health insurance benefits for a period of 3 years, reduced by comparable benefits he may receive from another employer.

If Mr. Foley’s employment terminates due to death or disability, FIS will pay him, or his estate:

•  any accrued obligations; and

•  a prorated annual bonus based on (a) the target annual bonus opportunity in the year in which the termination occurs or the prior year if no target annual bonus opportunity has yet been determined and (b) the fraction of the year the executive was employed.

In addition, Mr. Foley’ employment agreement provides for supplemental disability insurance sufficient to provide at least 2/3 of the executive’s pre-disability base salary. For purposes of this agreement, Mr. Foley will be deemed to have a “disability” if he is entitled to receive long-term disability benefits under FIS’s long-term disability plan.

Under Mr. Foley’s agreement, “cause” means:

•  persistent failure to perform duties consistent with a commercially reasonable standard of care;

•  willful neglect of duties;

•  criminal or other illegal activities;

•  material breach of the employment agreement; or

•  impeding or failing to materially cooperate with an investigation authorized by FIS’s board.

Under Mr. Foley’s agreement, “good reason” means:

•  an adverse change in the executive’s title, the assignment of duties materially inconsistent with the executive’s position of Executive Chairman, or a substantial diminution in authority;

•  FIS’s material breach of any of FIS’s other obligations under the employment agreement;

•  FIS giving notice of its intent not to extend the employment term any time during the 1 year period immediately following a change in control;

•  following a change in control, the relocation of the executive’s primary place of employment; or

•  FIS’s failure to obtain an assumption of the employment agreement by a successor.

To qualify as a “good reason” termination, Mr. Foley must provide notice of the termination within 90 days of the date he first knows the event has occurred. FIS has 30 days to cure the event.

For purposes of Mr. Foley’s agreement, “change in control” means:

•  an acquisition by an individual, entity or group of 50% or more of FIS’s voting power;

•  a merger or consolidation in which FIS is not the surviving entity, unless FIS’s shareholders immediately before the transaction hold more than 50% of the combined voting power of the resulting corporation after the transaction;

•  a reverse merger in which FIS is the surviving entity but in which more than 50% of the combined voting power is transferred to persons different from those holding the securities immediately before the merger;

•  during any period of two consecutive years during the employment term, a change in the majority of FIS’s board, unless the changes are approved by 2/3 of the directors then in office;

•  a sale, transfer or other disposition of FIS’s assets that have a total fair market value equal to or more than 1/3 of the total fair market value of all of FIS’s assets immediately before the sale, transfer or disposition, other than a sale, transfer or disposition to an entity (1) which immediately after the sale,

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transfer or disposition owns 50% of FIS’s voting stock or (2) 50% of the voting stock of which is owned by FIS after the sale, transfer or disposition; or

•  FIS’s shareholders approve a plan or proposal for the complete liquidation or dissolution of FIS.

As of December 31, 2007, Messrs. Carbiener and Swenson had employment agreements with FIS. These agreements provided for the payment of severance benefits following certain termination events. Following is a summary of the payments and benefits these named executive officers would have received in connection with various employment termination scenarios.

Under the employment agreements with Messrs. Carbiener and Swenson, if the executive’s employment is terminated other than due to death and the termination is by FIS for any reason other than for cause or due to disability, or by the executive for good reason, then the executive is entitled to receive:

•  annual base salary through the last day of the term of the agreement and, for Mr. Swenson only, an amount equal to the prior year’s annual bonus if termination is for good reason or a prorated annual bonus if termination is by FIS without cause; and

•  immediate vesting of options granted pursuant to the terms of the employment agreement.

Mr. Swenson’s and Mr. Carbiener’s employment agreements have either expired or been terminated in connection with the executives entering into new employment agreements with FIS and then with us.

For purposes of the agreements with Messrs. Carbiener and Swenson, “cause” means the executive’s:

•  failure to perform duties consistent with a commercially reasonable standard of care;

•  willful neglect of duties;

•  criminal or other illegal activities; or

•  material breach of the employment agreement.

For purposes of the agreements with Messrs. Carbiener and Swenson, “good reason” means a “change in control,” which is defined as:

•  the consummation of a consolidation or merger of FIS other than a consolidation or merger of FIS in which its shareholders immediately prior to the merger hold more than 50% of the combined voting power of the surviving corporation after the merger;

•  sale or other disposition of all or substantially all of FIS’s assets;

•  FIS’s shareholders approve a plan or proposal for the complete liquidation or dissolution of FIS; or

•  an acquisition by any person, entity or group of 30% or more of FIS’s voting power.

To qualify as a “good reason” termination, the executive must terminate employment during the period commencing 60 days and ending 1 year after the change in control.

If Mr. Carbiener’s or Mr. Swenson’s employment is terminated due to death or disability, FIS will pay the executive, or his estate, his annual base salary through the last day of the term of his agreement.

For purposes of the agreements with Messrs. Carbiener and Swenson, the executive will be deemed to have a “disability” if he fails to perform his employment duties due to illness or other incapacity for a period of ninety (90) consecutive days.

Excise tax gross-up payment

The FIS employment agreements with Messrs. Foley and Carbiener also provided for a tax gross-up if the total payments and benefits made under the agreement or under other plans or arrangements are subject to the federal excise tax on excess parachute payments and the total of such payments and benefits exceeds 103% of the safe harbor amount for that tax. A gross-up payment is not made if the total parachute payments are not more than 103% of the safe harbor amount. In that case, the executive’s payments and benefits would be

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reduced to avoid the tax. In general terms, the safe harbor amounts for this purpose are $1 less than 3 times the named executive officer’s average W-2 income for the five years before the year in which the change in control occurs. If a change in control had occurred on December 31, 2007, neither Mr. Foley nor Mr. Carbiener would have incurred the excise tax or been entitled to gross-up payments.

The agreements also provide FIS and its shareholders with important protections and rights, including the following:

•  severance benefits under Mr. Foley’s agreement are conditioned upon the executive’s execution of a full release of FIS and related parties, thus limiting exposure to law suits from the executive;

•  the executive is prohibited from competing or soliciting employees or customers during employment and for one year thereafter if the executive’s employment terminates for a reason that does not entitle him to severance payments and the termination is not due to FIS’s decision not to extend the employment agreement term; and

•  the executive is prohibited during employment and at all times thereafter from sharing confidential information and trade secrets.

Messrs. Chan and Scheuble did not have employment or severance agreements as of December 31, 2007 and FIS did not maintain a severance plan or policy that would cover Messrs. Chan and Scheuble. Any severance payment or benefits that would have been provided to Messrs. Chan and Scheuble that are not provided under the plans or awards described below would have been determined in the sole discretion of FIS and are not determinable at this time.

Potential payments under stock plans

FIS’s stock incentive plans, including the Certegy stock plan, the assumed FNF stock plans and the former FIS plan, provide for the potential acceleration of vesting and, if applicable, payment of equity awards in connection with a change in control. Under the Certegy stock plan, a participant’s award agreement may specify that upon the occurrence of a change in control outstanding stock options will become immediately exercisable and any restriction imposed on restricted stock or restricted stock units will lapse. The stock option award agreements held by our named executive officers provide for accelerated vesting upon a change in control. Under the assumed FNF stock plans, outstanding options become immediately exercisable and any restrictions imposed on restricted stock lapse upon a change in control. The former FIS plan provides that if FIS is consolidated with or acquired by another entity in a merger, sale of all or substantially all of its assets or otherwise, or in the event of a change in control, the treatment of FIS’s stock options is determined by the merger or consolidation agreement, which may provide for, among other things, accelerated vesting of stock options. For purposes of the former FIS plan, a “change in control” would occur if a person or group other than FIS or other prior shareholders of FIS acquires more than 50% of FIS’s voting stock or all or substantially all of its assets and the assets of its subsidiaries.

For purposes of the Certegy stock plan, the term “change in control” means the occurrence of any of the following events:

•  the accumulation by any person, entity or group of 20% or more of FIS’s combined voting power;

•  consummation of a reorganization, merger or consolidation, which we refer to as a “business combination” of FIS, unless, immediately following such business combination, (i) the persons who were the beneficial owners of FIS’s voting stock immediately prior to the business combination beneficially own more than 662/3% of FIS’s then outstanding shares, (ii) no person, entity or group beneficially owns 20% or more of the then outstanding shares of common stock of the entity resulting from that business combination, and (iii) at least a majority of the members of the board of directors of the entity resulting from the business combination were members of FIS’s incumbent board;

•  a sale or other disposition of all or substantially all of FIS’s assets; or

•  FIS’s shareholders approve a plan or proposal for the complete liquidation or dissolution of FIS.

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For purposes of the assumed FNF stock plans, the term “change in control” means the occurrence of any of the following events:

•  an acquisition by an individual, entity or group of 50% or more of FIS’s voting power;

•  a merger in which FIS is not the surviving entity, unless FIS’s shareholders immediately prior to the merger hold more than 50% of the combined voting power of the resulting corporation after the merger;

•  a reverse merger in which FIS is the surviving entity but in which more than 50% of the combined voting power is transferred to persons different from those holding the securities immediately prior to such merger;

•  a sale or other disposition of all or substantially all of FIS’s assets; or

•  FIS’s shareholders approve a plan or proposal for the liquidation or dissolution of FIS.

Mr. Carbiener’s potential death benefits under the FIS split dollar plan

The FIS Split Dollar Plan provides that Mr. Carbiener’s designated beneficiaries would be entitled to $3,000,000 in death benefits upon his death.

Estimated payments and benefits upon termination of employment

Our estimate of the payments and benefits that would be provided to the named executive officers assumes that their employment terminated on December 31, 2007 and that a change in control occurred on December 31, 2007. In general, any cash severance payments would have been paid in a lump sum within 30 days from the termination date. However, to the extent required by Section 409A of the Code, the payments would have been deferred for six months following termination. If the payments were deferred, the amounts that would otherwise have been paid during the six month period would have been paid in a lump sum after the six month period has expired.

With respect to Messrs. Foley, Carbiener and Swenson, upon a termination of employment by FIS not for cause, a termination by the executive for good reason or, in the case of Mr. Foley, a termination within six months after a change in control, the following payments would have been made under the employment agreements: Mr. Foley $8,873,463; Mr. Carbiener $541,667; and Mr. Swenson $341,633. Mr. Foley also would have been entitled to continuation of health and life insurance benefits provided by FIS for three years. The estimated value of these benefits is $24,398. Upon a termination of these executives’ employment due to death or disability, the following payments would have been made: Mr. Foley $1,343,750; Mr. Carbiener $541,667; and Mr. Swenson $91,042. The amounts shown for Mr. Carbiener exclude $3,000,000 for death benefits provided under the FIS split dollar plan.

It is not possible to estimate the severance payments or benefits, if any, that would have been provided to Messrs. Chan and Scheuble. Any severance payments or benefits provided to these named executive officers would have been determined in the sole discretion of FIS.

Estimated equity values

As disclosed in the Outstanding Equity Awards at Fiscal Year-End table, as of December 31, 2007, Messrs. Carbiener and Swenson had outstanding unvested stock options and restricted stock awards and Messrs. Foley, Chan and Scheuble had outstanding unvested stock options granted by FIS. Under the terms of the Certegy stock plan and award agreements and the assumed FNF stock plans, these stock options and restricted stock awards would vest upon a change in control. In addition, we have assumed for purposes of this disclosure that any unvested stock options granted under the former FIS plan held by our named executive officers would vest upon a change in control. Mr. Carbiener’s restricted stock award agreement also provides that his award vests upon termination of his employment by reason of his death or disability or upon his termination by FIS without cause. In addition, under Mr. Foley’s employment agreement, unvested stock options and restricted stock awards would vest upon any termination of employment by FIS not for cause, a termination by the executive for good reason or a termination by Mr. Foley for any reason within six months after a change in control. Under the FIS employment agreements with Messrs. Carbiener and Swenson, the option grants made pursuant to the employment agreements would vest upon a termination by FIS without

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cause or a termination by the executive for good reason. In any other termination event, all of these unvested stock options and restricted stock awards would expire at the employment termination date. The following estimates are based on a stock price of $41.59 per share, which was the closing price of FIS’s common stock on the last business day of FIS’s 2007 fiscal year. The stock option amounts reflect the excess of this share price over the exercise price of the unvested stock options that would vest. The restricted stock amounts were determined by multiplying the number of shares that would vest by $41.59.

The estimated value of the stock options held by our named executive officers that would vest upon a change in control would be as follows: Mr. Foley $12,089,195; Mr. Carbiener $553,875; Mr. Chan $95,970; Mr. Scheuble $598,297; and Mr. Swenson $1,837,991. These same amounts would vest upon a termination of Messrs. Foley’s and Carbiener’s employment by FIS not for cause, a termination by Messrs. Foley and Carbiener for good reason or a termination by Mr. Foley within six months after a change in control. The estimated value of stock options held by Mr. Swenson that would vest upon a termination of his employment by FIS not for cause or a termination by him for good reason is $1,770,991. The estimated value of restricted stock awards held by Messrs. Carbiener and Swenson that would vest upon a change in control or, with respect to Mr. Carbiener, upon termination of his employment by reason of his death or disability or by FIS without cause, would be $228,745 and $73,739, respectively.

Compensation committee interlocks and insider participation

Our compensation committee is composed of two independent directors. No member of our compensation committee is a former or current officer or employee of our company or any of our subsidiaries. In addition, none of our executive officers serves (i) as a member of the compensation committee or board of directors of another entity, one of whose executive officers serves on our compensation committee, or (ii) as a member of the compensation committee of another entity, one of whose executive officers serves on our board of directors.

Director compensation

Historically.  Directors who are FIS’s salaried employees receive no additional compensation for services as a director or as a member of a committee of FIS’s board. In 2007, all non-employee directors of FIS received an annual retainer of $40,000, payable quarterly, plus $1,500 for each board or committee meeting he attended. The chairman and each member of FIS’s audit committee received an additional annual fee (payable in quarterly installments) of $24,000 and $12,000, respectively, for their service on FIS’s audit committee. The chairman and each member of FIS’s compensation committee and FIS’s corporate governance and nominating committee received an additional annual fee (payable in quarterly installments) of $15,000 and $6,000, respectively, for their service on such committees. In addition, each director received long-term incentive awards of 12,000 options. The options were granted under the Certegy stock plan, have a seven-year term, have an exercise price equal to the fair market value of a share on the date of grant, and vest proportionately each year over three years from the date of grant based upon continued service on FIS’s board of directors. FIS also reimburses each non-employee director for all reasonable out-of-pocket expenses incurred in connection with attendance at board and committee meetings. Finally, each member of FIS’s board is eligible to participate in FIS’s deferred compensation plan to the extent he elects to defer any board or committee fees.

Going forward.  Our compensation committee set compensation levels for our directors in August 2008. Similar to FIS, directors who are our salaried employees will receive no additional compensation for services as a director or as a member of a committee of our board. All of our non-employee directors will receive an annual retainer of $50,000, payable quarterly, plus $2,000 for each board meeting and $1,500 for each committee meeting such director attends. The chairman and each member of our audit committee will receive an additional annual fee (payable in quarterly installments) of $24,000 and $12,000, respectively, for their service on our audit committee. The chairman and each member of our compensation committee and our corporate governance and nominating committee will receive an additional annual fee (payable in quarterly installments) of $15,000 and $6,000, respectively, for their service on such committees. In addition, the compensation committee approved grants of 8,500 stock options and 2,550 shares of restricted stock to each of our directors. The options were granted under our omnibus incentive plan, have a seven-year term, have an exercise price equal to the fair market value of a share on the date of grant, and vest proportionately each year

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over three years from the date of grant based upon continued service on our board of directors. The restricted stock was also granted under our omnibus incentive plan and vests proportionately over three years from the date of grant based upon continued service on our board of directors. Like FIS, we will reimburse our non-employee directors for all reasonable out-of-pocket expenses incurred in connection with attendance at board and committee meetings, and our directors are eligible to participate in our deferred compensation plan to the extent they elect to defer any board or committee fees.

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SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL HOLDERS

The following table provides information with respect to the beneficial ownership of our common stock as of July 31, 2008 by (i) each beneficial owner of more than 5% of our outstanding common stock, (ii) each of our directors, (iii) each officer named in the Summary Compensation Table and (iv) all of our executive officers and directors as a group.

Beneficial ownership is determined in accordance with Securities and Exchange Commission rules and regulations. The percentage of shares beneficially owned is based on 94,810,490 shares of our common stock outstanding as of July 31, 2008. The amounts shown below for our officers do not include shares of restricted stock granted or reflect any transactions consummated after July 31, 2008. See “Management — Long Term Equity Incentive Awards.” Except as otherwise noted in the footnotes below, each person or entity identified below has sole voting and investment power with respect to such securities.

The mailing address of each director and executive officer shown in the table below is c/o Lender Processing Services, Inc., 601 Riverside Avenue, Jacksonville, Florida 32204.

	Share Beneficially Owned
	Number of
	Shares of			Number of
	LPS			Exercisable
	Common			LPS		Percentage
Name and Address of Beneficial Owner	Stock			Options(1)		of Class(2)
Non-Employee Directors:
Marshall Haines		0			4,576		*
James K. Hunt		0			4,576		*
Lee A. Kennedy		183,256	(3)		0		*
Daniel D. (Ron) Lane		37,181			91,077		*
Cary H. Thompson		2,014			40,565		*
Named Executive Officers:
William P. Foley, II		1,261,421	(4)		459,344		1.81	%
Jeffrey S. Carbiener		45,482			364,592		*
Francis K. Chan		7,774			44,865		*
Daniel T. Scheuble		11,172			40,307		*
Eric D. Swenson		17,677	(5)		67,625		*
All directors and executive officers as a group		1,625,000			1,301,109		3.09	%
Greater than 5% Stockholders:
O.S.S. Capital Management LP Group(6)		5,063,599					5.34	%
Glenview Capital Management, LLC(7)		7,269,756					7.67	%

*	Represents less than 1% of class of common stock.
(1)	Represents shares subject to stock options that were exercisable on July 31, 2008, or become exercisable within 60 days of July 31, 2008.
(2)	Based on 94,810,490 shares of our common stock outstanding on July 31, 2008.
(3)	Included in this amount are 129 shares held by Mr. Kennedy’s children.
(4)	Included in this amount are 658,202 shares held by Folco Development Corporation, of which Mr. Foley and his spouse are the sole stockholders, and 155,611 shares held by the Foley Family Charitable Foundation.
(5)	Included in this amount are 2,229 shares held by Mr. Swenson’s spouse.
(6)	According to a Schedule 13G filed July 25, 2008, O.S.S. Capital Management LP and related persons, all of whose address is 598 Madison Avenue, New York, NY 10022, may be deemed to be the beneficial owner of 5,063,599 shares. Of such amount: (A) O.S.S. Capital Management LP beneficially owns

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4,943,599 shares; (B) Oscar S. Schafer & Partners I LP beneficially owns 181,936 shares; (C) Oscar S. Schafer & Partners II LP beneficially owns 2,231,540 shares; (D) O.S.S. Overseas Fund Ltd. beneficially owns 2,495,736 shares; (E) O.S.S. Advisors LLC beneficially owns 2,413,476 shares; (F) Schafer Brothers LLC beneficially owns 4,943,599 shares; (G) Oscar S. Schafer beneficially owns 4,943,599 shares; and (H) Andrew Goffe beneficially owns 5,063,599 shares.

(7)

According to a Schedule 13G filed July 14, 2008, Glenview Capital Management, LLC and Lawrence M. Robbins, whose address is 767 Fifth Avenue, 44th Floor, New York, NY 10153, may be deemed to be the beneficial owner of 7,269,756 shares. This amount consists of: (A) 200,643 shares held for the account of Glenview Capital Partners; (B) 3,508,660 shares held for the account of Glenview Capital Master Fund; (C) 1,394,641 shares held for the account of Glenview Institutional Partners; (D) 383,974 shares held for the account of GCM Little Arbor Master Fund; (E) 53,088 shares held for the account of GCM Little Arbor Institutional Partners; (F) 5,637 shares held for the account of GCM Little Arbor Partners; (G) 875,340 shares held for the account of Glenview Offshore Opportunity Master Fund; (H) 30,365 shares held for the account of GCM Opportunity Fund and (I) 817,408 shares held for the account of Glenview Capital Opportunity Fund.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Certain Relationships with FIS and FNF

Our Chairman, William P. Foley, II, is also the Executive Chairman of FIS and the executive Chairman of the board of directors of FNF. Mr. Foley also owns common stock, and options to buy additional common stock, of our company, as well as of FIS and FNF. In addition to his employment agreement with us, Mr. Foley also has an employment agreement with each of FIS and FNF. For information regarding the stock and options held by Mr. Foley, please refer to the sections of this prospectus entitled “Management — Executive and director compensation” and “Security Ownership of Certain Beneficial Owners and Management.”

In addition to Mr. Foley, Mr. Kennedy also serves as a director of FIS, and Mr. Thompson also serves as a director of FNF. We refer to these directors as the dual-service directors. For their services as our director, each of the dual-service directors receives compensation from us, in addition to any compensation that they may receive from FIS or FNF, as applicable. Each of the dual-service directors also owns common stock, and options to buy additional common stock, of both our company and of FIS or FNF.

Arrangements with FIS and FNF

From 2005 until the spin-off, the business groups that are now part of our company were operated by FIS as internal divisions or separate subsidiaries within the FIS family of companies and there were inter-company arrangements between our operations and FIS’ other operations for payment and reimbursement for corporate services and administrative matters as well as for services that we and FIS provided to each other in support of our respective customers and businesses. Prior to 2005, the business groups that are now part of our company together with other business groups within FIS were operated as internal divisions or separate subsidiaries within the FNF family of companies and, through the spin-off date, there were inter-company arrangements between FNF and FIS’ operations (including our operations) pursuant to which we also received and provided from and to FNF various corporate administrative and other services in support of our respective customers and businesses. In connection with the spin-off, we entered into written agreements with each of FIS and FNF under which we continue to receive and provide certain of these services. In addition, certain of our subsidiaries are parties to agreements directly with FIS and with FNF covering various business and operational matters. Generally, the terms of our agreements and arrangements with FIS and with FNF have not been negotiated at arm’s length, and they may not reflect the terms that could have been obtained from unaffiliated third parties. However, other than those corporate services and similar arrangements that are priced at cost, which are likely more favorable to us as the service recipient than we could obtain from a third party, we believe that the economic terms of our arrangements with FIS and with FNF are generally priced within the range of prices that would apply in a third party transaction, and are not less favorable to us than a third party transaction would be.

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Finally, we entered into certain agreements with FIS specifically to effectuate the spin-off, including a Contribution and Distribution Agreement, Tax Disaffiliation Agreement and Employee Matters Agreement.

Arrangements with FIS

Overview

There are various agreements between FIS and us, many of which were entered into in connection with the spin-off. These agreements include:

•  the contribution and distribution agreement;

•  the tax disaffiliation agreement;

•  the employee matters agreement;

•  the corporate and transitional services agreements;

•  the interchange use and cost sharing agreements for corporate aircraft;

•  the lease agreement for office space for FIS in Jacksonville, Florida; and

•  the third party customer services support agreements.

Contribution and Distribution Agreement

The Contribution and Distribution Agreement is the principal agreement relating to the spin-off pursuant to which FIS transferred to us all of our operational assets and properties. Generally speaking, the assets and properties were transferred to us on an “as is,” “where is” basis and FIS did not make any representations or warranties regarding the assets, businesses or liabilities transferred or assumed, any consents or approvals required in connection with such transfers or assumptions, the value or freedom from any lien or other security interest of any assets transferred, or the legal sufficiency of any conveyance documents. In consideration for the contribution by FIS to us of these assets, we assumed all liabilities relating to the transferred assets and businesses and we issued to FIS (i) shares of our common stock that were then distributed to FIS’s record stockholders in connection with the spin-off, and (ii) term loans and promissory notes in the aggregate original principal amount of $1.585 billion that were then exchanged by FIS for a like amount of FIS’s indebtedness through a debt-for-debt exchange.

Access to Information.  Under the Contribution and Distribution Agreement, during the retention period (such period of time as required by a records retention policy, any government entity, or any applicable agreement or law) we and FIS are obligated to provide each other access to certain information, subject to confidentiality obligations and other restrictions. Additionally, we and FIS agree to make reasonably available to each other our respective employees to explain all requested information. We and FIS are entitled to reimbursement for reasonable expenses incurred in providing requested information. We and FIS also agree to cooperate fully with each other to the extent requested in preparation of any filings made by us or by FIS with the SEC, any national securities exchange or otherwise made publicly available. We and FIS each retain all proprietary information within each company’s respective possession relating to the other party’s respective businesses for an agreed period of time and, prior to destroying the information, each of us must give the other notice and an opportunity to take possession of the information. We and FIS agree to hold in confidence all information concerning or belonging to the other for a period of three years following the spin-off.

Indemnification.  Under the Contribution and Distribution Agreement, we indemnify, hold harmless and defend FIS and its subsidiaries, affiliates and representatives from and against all liabilities arising out of or resulting from:

•  The ownership or operation of the assets or properties, or the operations or conduct, of the business transferred to us in connection with the spin-off, including all employment agreements relating to employees transferred to us, whether arising before or after the contribution of the assets to us;

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•  Any guarantee, indemnification obligation, surety bond or other credit support arrangement by FIS or any of its affiliates for our benefit;

•  Any untrue statement of, or omission to state, a material fact in FIS’s public filings to the extent it was a result of information that we furnished to FIS, if that statement or omission was made or occurred after the contribution of the assets to us; and

•  Any untrue statement of, or omission to state, a material fact in any of our public filings, except to the extent the statement was made or omitted in reliance upon information about the FIS group provided to us by FIS or upon information contained in any FIS public filing.

FIS indemnifies, holds harmless and defends us and each of our subsidiaries, affiliates and representatives from and against all liabilities arising out of or resulting from:

•  The ownership or operation of the assets or properties, or the operations or conduct, of FIS or any of its subsidiaries and affiliates (other than us and our subsidiaries and the business transferred to us), whether arising before or after the date of the contribution of the assets by FIS;

•  Any guarantee, indemnification obligation, surety bond or other credit support arrangement by us or any of our affiliates for the benefit of FIS;

•  Any untrue statement of, or omission to state, a material fact in any of our public filings about the FIS group to the extent it was as a result of information that FIS furnished to us or which was contained in FIS’s public filings; and

•  Any untrue statement of, or omission to state, a material fact in any FIS public filing, other than to the extent we are responsible as set forth above.

The Contribution and Distribution Agreement specifies procedures with respect to claims subject to indemnification and related matters and provides for contribution in the event that indemnification is not available to an indemnified party. All indemnification amounts are reduced by any insurance proceeds and other offsetting amounts recovered by the party entitled to indemnification.

Cross License.  The Contribution and Distribution Agreement also contains provisions permitting us to use certain FIS trademarks and tradenames for an interim period of not more than a year while we establish our own branding and trademarks. This license is non-exclusive, non-transferable, and royalty-free.

Tax Disaffiliation Agreement

In connection with the spin-off, we entered into the Tax Disaffiliation Agreement with FIS, to set out each party’s rights and obligations with respect to federal, state, local, and foreign taxes for tax periods before the spin-off and related matters. Prior to the spin-off, our subsidiaries were members of the FIS consolidated federal tax return and certain of our subsidiaries were included with FIS companies in state combined income tax returns. Since we and our subsidiaries are no longer a part of the FIS group, the Tax Disaffiliation Agreement allocates responsibility between FIS and us for filing tax returns and paying taxes to the appropriate taxing authorities for periods prior to the spin-off, subject to certain indemnification rights, which generally allocate tax costs to the company earning the income giving rise to the tax. The Tax Disaffiliation Agreement also includes indemnifications for any adjustments to taxes for periods prior to the spin-off and any related interest and penalties, and for any taxes and for any adverse consequences that may be imposed on the parties as a result of the spin-off, as a result of actions taken by the parties or otherwise.

Under the Tax Disaffiliation Agreement:

•  FIS will file all FIS federal consolidated income tax returns, which will include our subsidiaries as members of the FIS group through the spin-off date. FIS will pay all the tax due on those returns, but we will indemnify FIS for the portion of the tax that is attributable to our income and that of our subsidiaries.

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•  FIS will share responsibility with us for filing and paying tax on combined state returns that include both our companies and FIS group companies. We will file the return and pay the tax when one of our subsidiaries has the responsibility under applicable law for filing such return. FIS will indemnify us with respect to any state income tax paid by us or any member of our group that is attributable to the income of FIS or its subsidiaries. FIS will file the return and to pay the tax for all other combined returns. We will indemnify FIS for any state income taxes paid by FIS but attributable to our income or that of our subsidiaries.

•  We will indemnify FIS for all taxes and associated adverse consequences FIS incurs (including shareholder suits) associated with the spin-off, the preliminary restructuring transactions effected prior to the spin-off, or the debt-for-debt exchange if FIS’ liability for taxes and adverse consequences arising from the imposition of taxes is the result of a breach or inaccuracy of any representation or covenant of any member of our group or is a result of any action taken by any member of our group.

•  FIS will indemnify us for all taxes and associated adverse consequences we incur (including shareholder suits) associated with the spin-off, the preliminary restructuring transactions effected prior to the spin-off, or the debt-for-debt exchange if our liability for taxes and adverse consequences arising from the imposition of taxes is the result of a breach or inaccuracy of any representation or covenant of any member of the FIS group or is a result of any action taken by any member of the FIS group.

•  There are limitations on each group’s ability to amend tax returns if amendment would increase the tax liability of the other group.

Restrictions on Stock Acquisitions and Redemptions of Debt.  In order to help preserve the tax-free nature of the spin-off, we have agreed that we will not engage in any direct or indirect acquisition, issuance or other transaction involving our stock. In addition, we have agreed not to reacquire any of our debt instruments that FIS exchanged in the debt-for-debt exchange. These restrictions are subject to various exceptions, including that (i) we may engage in such transactions involving our stock or debt if we obtain an opinion from a nationally recognized law firm or accounting firm that the transaction will not cause the spin-off to be taxable or (ii) we may obtain the consent of certain officers of FIS to engage in such transactions.

Employee Matters Agreement

In connection with the spin-off, we entered into an employee matters agreement with FIS to allocate responsibility and liability for certain employee-related matters. Our employees continue to participate in certain of FIS’s employee benefit plans for an interim period following the spin-off while we establish plans and benefit arrangements for our employees. Under the employee matters agreement, we agree to contribute to those plans (or reimburse FIS) the portions of the employer contributions and other employer-paid costs under those plans that are attributable to our employees. Such costs include, for example, payment of 401(k) matching contributions for our employees and payment of the employer portion of the cost of health, dental, disability and other welfare benefits provided to our employees. The services provided by FIS to us under the employee matters agreement and the corporate and transitional services agreement described below terminate as our plans and benefits are established and made available to our employees, but in any event the agreement terminates no later than 24 months following the spin-off.

Corporate and Transitional Services Agreements

FIS historically has provided certain corporate services to us relating to general management, accounting, finance, legal, payroll, human resources, corporate aviation and information technology support services, and we have provided certain leased space and information technology support to FIS. In 2007, 2006 and 2005, FIS allocated a net amount of $35.7 million, $51.8 million and $54.9 million, respectively, to us in respect of these services. In connection with the spin-off, we entered into new agreements, including new corporate and transitional services agreements and other agreements described below, so that we and FIS can continue to provide certain of these services to each other. The pricing for the services to be provided by us to FIS, and by FIS to us, under the corporate and transitional services agreements is on a cost-only basis, with each party in effect reimbursing the other for the costs and expenses (including allocated staff and administrative costs)

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incurred in providing these corporate services to the other party. The corporate and transitional services terminate at various times specified in the agreements, generally ranging from 12 months to 24 months after the spin-off, but in any event generally are terminable by either party on 90 days’ notice, other than certain IT infrastructure and data processing services, for which the notice of termination may be longer. When the services under these agreements are terminated, we and FIS will arrange for alternate suppliers or hire additional employees for all the services important to our respective businesses.

Interchange Use and Cost Sharing Agreements for Corporate Aircraft

In connection with the spin-off, we entered into an interchange agreement with FIS and FNF with respect to our continued use of the corporate aircraft leased or owned by FIS and FNF, and the use by FNF and FIS of the corporate aircraft leased by us. We also entered into a cost sharing agreement with FNF and FIS with respect to the sharing of certain costs relating to other corporate aircraft that is leased or owned by FNF but used by us and by FIS from time to time. These arrangements provide us with access from time to time to additional corporate aircraft that we can use for our business purposes. The interchange agreement has a perpetual term, but may be terminated at any time by any party upon 30 days’ prior written notice. The cost sharing agreement continues as to us so long as FNF owns or leases corporate aircraft used by us. Under the interchange agreement, we reimburse FIS or FNF, or FIS or FNF reimburses us, for the net cost differential of our use of the aircraft owned or leased by FNF or FIS, and their respective aggregate use of our aircraft. The interchange use and the amounts for which each of us can be reimbursed are subject to Federal Aviation Authority regulations and are the same as would apply to any third party with whom we would enter into an aircraft interchange arrangement. Under the cost sharing agreement, FIS and we each reimburse FNF for 1/3 of the aggregate net costs relating to the aircraft, after taking into account all revenues from charters and other sources.

Lease Agreement

In connection with the spin-off, we entered into a lease agreement pursuant to which we lease office space to FIS at our Jacksonville, Florida headquarters campus and provide certain other services including telecommunications and security. This lease continues for a term of 3 years, with an option to renew. The lease provides that the rentable square footage that is leased to FIS may, by mutual agreement, increase or decrease from time to time during the term of the lease. The rent under this lease is calculated in the same manner and at the same rate per rentable square foot as applies to our lease of office space to FNF at our Jacksonville headquarters campus as well as our sublease from FNF for office space in Building V of the Jacksonville headquarters campus. The rent is comprised of a base rate amount equal to $10.50 per rentable square foot plus additional rent equal to FIS’s share of our operating expenses for the entire Jacksonville headquarters campus (subject to certain exclusions). The operating expenses fluctuate from year to year and thus, the amount of the additional rent will also fluctuate. For 2008, the total rent charged to FIS is $27.19 per rentable square foot. This rent amount may increase or decrease in future years depending on our operating expenses and the depreciation relating to the Jacksonville headquarters campus in general.

Third Party Customer Services Support Agreements

So that we and FIS could continue to provide services seamlessly to our respective existing customers, in certain limited circumstances we and FIS entered into service support agreements pursuant to which we subcontract with FIS, and FIS subcontracted with us, to provide support services required under our contracts with our respective customers. The term of these agreements are for the period required to provide uninterrupted service to the customer under the relevant customer contract.

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Arrangements with FNF

Overview

There are various agreements between FNF and us, many of which were entered into in connection with the spin-off. These agreements include:

•  the corporate and transitional services agreement;

•  the master information technology and application development services agreement;

•  the interchange use and cost sharing agreements for corporate aircraft;

•  the real estate management, lease and sublease agreements;

•  the eLender services agreement;

•  the software license agreement;

•  the issuing agency agreements;

•  the tax services agreements; and

•  the real estate data and support services agreements.

Corporate and Transitional Services Agreement

Through agreements with FIS, FNF historically has provided certain corporate services to us relating to general management, statutory accounting, claims administration, corporate aviation and other administrative support services. In 2007, 2006 and 2005, FIS allocated $0.9 million, $3.4 million and $14.4 million, respectively, to us in respect of these services. In connection with the spin-off, we entered into a new corporate and transitional services agreement with FNF so that FNF can continue to provide certain of these services for us. Like the FIS corporate and transitional services agreements, the pricing for the services provided by FNF under the corporate and transitional services agreement is on a cost-only basis, in effect reimbursing FNF for the costs and expenses (including allocated staff costs) incurred in providing these corporate services to us. Likewise, the corporate and transitional services from FNF terminate at various times specified in the agreement, generally ranging from 12 months to 24 months after the spin-off, but in any event generally are terminable by either party on 90 days’ notice, other than limited services for which the notice of termination may be longer. When the services under the agreement with FNF are terminated, we will arrange for alternate suppliers or hire additional employees for all the services important to our businesses.

Master Information Technology and Application Development Services Agreement

Through agreements with FIS, FNF historically has received from us certain software development services. In 2007 and 2006, we earned $40.4 million and $16.6 million, respectively, for our provision of these services to FNF. In connection with the spin-off, we entered into a new master information technology and application development services agreement so that FNF can continue to receive these services from us. The Master Information Technology and Application Development Services Agreement sets forth the specific services to be provided and provides for statements of work and amendment as necessary. We provide the services ourselves or through one or more subcontractors that are approved by FNF, but we are responsible for compliance by each subcontractor with the terms of the agreement. The agreement provides for specified levels of service for each of the services to be provided and if we fail to provide service in accordance with the agreement, then we are required to correct our failure as promptly as possible at no cost to FNF.

Under the Master Information Technology and Application Development Services Agreement, FNF is obligated to pay us for the services that FNF and its subsidiaries utilize, calculated under a specific and comprehensive pricing schedule. Although the pricing includes some minimum usage charges, most of the service charges are based on actual usage, specifically related to the particular service and the complexity of the technical development and technology support provided by us.

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The Master Information Technology and Application Development Services Agreement is effective for a term of five years unless earlier terminated in accordance with its terms. FNF has the right to renew the agreement for two successive one-year periods, by providing a written notice of its intent to renew at least six months prior to the expiration date. Upon receipt of a renewal notice, the parties will begin discussions regarding the terms and conditions that will apply for the renewal period, and if the parties have not reached agreement on the terms by the time the renewal period commences, then the agreement will be renewed for only one year on the terms as in effect at the expiration of the initial term. FNF may also terminate the agreement or any particular statement of work or base services agreement subject to certain minimum fees and prior notice requirements, as specified for each service. In addition, if either party fails to perform its obligations under the agreement, the other party may terminate after the expiration of certain cure periods.

Interchange Use and Cost Sharing Agreements for Corporate Aircraft

For a description of this agreement, refer to the subsection above entitled “Certain Relationships and Related Party Transactions — Arrangements with FIS — Interchange Use and Cost Sharing Agreements for Corporate Aircraft.”

Real Estate Management Services and Lease and Sublease Agreements

Historically, through agreements with FIS, we have received revenue from building management services (including telecommunications services) provided to FNF, and from rental income paid by FNF, in connection with office space and property management services at our Jacksonville, Florida headquarters campus. The aggregate net amounts we received in 2007, 2006 and 2005 were $2.5 million, $3.9 million and $3.6 million, respectively. In connection with the spin-off, we entered into new agreements with FNF so that we can continue to provide these management services to FNF as well as lease office space to FNF at our Jacksonville headquarters campus.

Property Management for FNF.  In connection with the spin-off, we entered into a new property management agreement with FNF, pursuant to which we continue to act as property manager for “Building V” at our Jacksonville headquarters campus. Under this agreement, we receive an annual management fee equal to $16.69 per rentable square foot per annum, payable in arrears and paid in monthly installments. The property management agreement has a term of 3 years with rights to renew for successive one-year periods thereafter.

Lease and Sublease at Jacksonville Headquarters Campus.  In connection with the spin-off, we entered into a new lease with FNF pursuant to which we lease office space to FNF at our Jacksonville headquarters campus and provide certain other services including telecommunications and security. We also entered into a new sublease with FNF pursuant to which we sublease from FNF certain office space (including furnishings) in an office building known as Building V that is located at our Jacksonville headquarters campus. Both the lease and the sublease have a term of 3 years with rights to renew for successive one-year periods thereafter. The lease and the sublease each provides that the rentable square footage that is leased to FNF, in the case of the lease, or leased to us, in the case of the sublease, may, by mutual agreement, increase or decrease from time to time during the term of the lease. The rent under this lease and this sublease is calculated in the same manner and at the same rate per rentable square foot as applies to our lease of office space to FIS at our Jacksonville headquarters campus. The rent is comprised of a base rent amount equal to $10.50 per rentable square foot plus additional rent equal to FNF’s share of our operating expenses for the entire Jacksonville headquarters campus (subject to certain exclusions). The operating expenses fluctuate from year to year and thus, the amount of the additional rent will also fluctuate. For 2008, the total rent charged to FNF under the lease, and the total rent charged to us under the sublease, is $27.19 per rentable square foot. The amount of the rent may increase or decrease in future years depending on our operating expenses and the depreciation relating to Jacksonville headquarters campus in general. In addition to our rent for office space, under the sublease we also pay rent for office furnishings for that space.

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eLender Services Agreement

Pursuant to the eLender services agreement among FNF, FIS and us, and several prior agreements covering the same subject matter, we have received an interest in the proprietary “eLenderSolutions” software, software development services, and lender services business processing from FNF. Under the eLender agreement, each party conveyed their respective interests in eLenderSolutions to the other so all parties were joint owners of the software, and we further developed the software jointly. In addition, FNF processes our lenders services business for us so that we can continue to operate as title agents in certain limited geographic areas where we otherwise lack ready access to title plants. Under this agreement, FNF also licenses from us the use of certain proprietary business processes and related documentation in those limited geographic areas, and we provide FNF with oversight and advice in connection with the implementation of these business processes. In previous years, we also provided services to FNF in connection with a title insurance premium rate calculator application for use by FNF and its subsidiaries. In 2007, 2006 and 2005, we earned in the aggregate $12.2 million, $9.3 million and $11.9 million, respectively, under these agreements.

Software License Agreement

We license software to FNF under a license agreement for a package of our software known as “SoftPro.” SoftPro is a series of software programs and products that have been and continue to be used by FNF’s title insurance company subsidiaries. We receive monthly fees from FNF based on the number of workstations and the actual number of SoftPro software programs and products used in each location. In 2007, 2006 and 2005, we received $17.2 million, $12.2 million and $7.7 million, respectively, from FNF for these licenses.

Issuing Agency Agreements

Certain of our subsidiaries are party to issuing title agency agreements with two of FNF’s title insurance company subsidiaries. Under these agreements, we act as title agents for the FNF title insurance company subsidiaries in various jurisdictions. Our title agency appointments under these agreements are not exclusive; and the FNF title insurance subsidiaries each retain the ability to appoint other title agents and to issue title insurance directly. Subject to certain early termination provisions for cause, each of these agreements may be terminated upon five years’ prior written notice, which notice may not be given until after the fifth anniversary of the effective date of the agreement (thus effectively resulting in a minimum ten year term). We entered into the issuing agency contracts between July 22, 2004 and August 28, 2006. In 2007, 2006 and 2005, we earned $132.2 million, $83.9 million and $80.9 million, respectively, in commissions from these unaffiliated third parties under agency agreements, representing a commission rate in 2007 of approximately 89% of premiums earned.

Tax Services Agreements

We provide tax services to FNF title insurers pursuant to several tax service agreements. Under these agreements, we provide tax certificates to FNF title companies for closings in Texas, using a computerized tax service that allows the companies to access and retrieve information from our computerized tax plant. In 2007, 2006 and 2005 we received $6.4 million, $6.0 million and $5.6 million, respectively, for our services.

Real Estate Data and Support Services Agreements

We also provide various real estate and title related services to FNF and its subsidiaries, and FNF and its subsidiaries provide various real estate related services to us, under a number of agreements. The significant agreements are briefly described below.

Real Estate Data Services.  We provide real estate information to various FNF entities, consisting principally of data services required by the title insurers. Many of these services are provided pursuant to written agreements, but in the case of certain services provided without written agreement, FNF has orally indicated that we are their preferred provider for these services. We will continue to provide these services, subject to FNF’s continued need for such services. We earned $9.5 million, $10.0 million and $8.6 million from these services in 2007, 2006 and 2005, respectively.

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Flood Zone Determination Agreements.  We provide flood zone determination services to FNF pursuant to two flood zone determination agreements. Under the agreements, we make determinations and reports regarding whether certain properties are located in special flood hazard areas. In 2007, 2006 and 2005, we received $0.6 million, $1.0 million and $0.9 million, respectively, for our services. The agreements expire on September 1, 2008 and December 31, 2008, respectively, but are automatically renewed for successive one year terms unless either party gives notice of non-renewal at least 30 days prior to the agreement’s application expiration date.

Title Plant Access and Title Production Services.  We are party to a national master services agreement with a subsidiary of FNF relating to title plant access relating to real property located in various states. Under this agreement, we receive online database access, physical access to title records, use of space, image system use, and use of special software. We pay a monthly fee (subject to certain minimum charges) based on the number of title reports or products we order as well as fees for the other services we receive. The agreement has a term of 3 years beginning in November 2006 and is automatically renewable for successive 3 year terms unless either party gives 30 days’ prior written notice. FNF has also provided title production services to us under a title production services agreement, pursuant to which we pay for services based on the number of properties searched, subject to certain minimum use. The title production services agreement can be terminated by either party upon 30 days’ prior written notice. In 2007, 2006 and 2005, we paid $5.8 million, $3.9 million and $3.0 million, respectively, for these services and access.

Investment by FNF in FNRES Holdings, Inc.

On December 31, 2006, FNF contributed $52.5 million to our subsidiary, FNRES Holdings, Inc., which we refer to as FNRES, for approximately 61% of the outstanding shares of FNRES. We continue to own the remaining 39% of FNRES. Since December 31, 2006, we no longer consolidate FNRES, but record our remaining 39% interest as an equity investment in the amount of $30.5 million and $33.5 million as of December 31, 2007 and 2006, respectively. We recorded equity losses (net of tax), from our investment in FNRES, of $3.0 million for the year ended December 31, 2007. During 2006 and 2005, FNRES contributed revenues of $45.1 million, $43.7 million, respectively, and operating (loss) income of $(6.6) million and $1.7 million, respectively.

Other Related Person Transactions and Relationships

Our board of directors has adopted a Code of Conduct, pursuant to which our directors and officers are expected to avoid any activity, investment, interest or association that interferes or appears to interfere with their independent exercise of judgment in carrying out an assigned job responsibility, or with our interests as a whole. As described in our Code of Conduct, most conflicts of interest arise where a director or officer, or his/her family member, obtains some personal benefit at our expense. To protect against such conflicts, our Code of Conduct expressly prohibits the following activities or actions:

•  Our directors and officers may not have any financial interest (other than as a minor stockholder of a publicly traded company), either directly or indirectly, in any of our suppliers, contractors, customers or competitors, or in any business transaction involving us, without the prior written approval of our compliance officer.

•  Our directors and officers may not engage in any business transaction on our behalf with a relative by blood or marriage, or with a firm of which that relative is a principal, officer or representative, without the prior written approval of our compliance officer or another appropriate LPS officer.

•  Our directors and officers may not use LPS property or services for their personal benefit unless (i) use of that property and those services has been approved for general employee or public use, or (ii) he or she has obtained our prior approval. Our directors and officers are also expressly prohibited from selling, lending, giving away or otherwise disposing of LPS property, regardless of condition or value, without proper authorization.

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•  Our directors and officers are prohibited from (a) taking for themselves personally business opportunities that conflict with our interests that are discovered through the use of LPS property, information or position; (b) using LPS property, information, or position for personal gain; and (c) competing with us; provided, that this does not limit their services to FIS or FNF or any actions permitted under our certificate of incorporation.

It is our policy to review all relationships and transactions in which we and our directors or executive officers (or their immediate family members) will be participants in order to determine whether the director or officer in question has or may have a direct or indirect material interest. Under our Code of Conduct, a team comprised of our selected staff from the legal, internal audit and human resources departments has the responsibility for developing and implementing procedures for reviewing and evaluating any relevant transactions and relationships. We have appointed a compliance officer who performs ongoing administrative functions in connection with our Code of Conduct and, together with our legal staff, is primarily responsible for developing and implementing procedures to obtain the necessary information from our directors and officers regarding related person transactions. Under our Code of Conduct, any material transaction or relationship that could reasonably be expected to give rise to a conflict of interest must be discussed promptly with our compliance officer. The compliance officer, together with our legal staff, then shall review the transaction or relationship, and consider the material terms of the transaction or relationship, including the importance of the transaction or relationship to us, the nature of the related person’s interest in the transaction or relationship, whether the transaction or relationship would likely impair the judgment of a director or executive officer to act in our best interest, and any other factors they deem appropriate. After reviewing the facts and circumstances of each transaction, the compliance officer, with assistance from the legal staff, shall determine whether the director or officer in question has a direct or indirect material interest in the transaction. As required under the SEC rules, transactions with LPS that are determined to be directly or indirectly material to a related person will be disclosed in our proxy statement. In addition, the audit committee shall review and approve or ratify any related person transaction that is required to be disclosed. We expect that any waiver of the provisions of our Code of Conduct will be infrequent and will be granted by the compliance officer (or other applicable supervising officer) only when justified by unusual circumstances. In addition, any waiver of the provisions of our Code of Conduct with respect to any of our directors or executive officers must be approved by our audit committee and will be promptly disclosed to the extent required by applicable laws or stock exchange listing standards. Any director, officer or employee who has violated our Code of Conduct may be subject to a full range of penalties including oral or written censure, training or re-training, demotion or re-assignment, suspension with or without pay or benefits, or termination of employment.

DESCRIPTION OF NOTES

In this Description of Notes, the Company refers only to Lender Processing Services, Inc., and any successor obligor on the new notes, and not to any of its subsidiaries. You can find the definitions of certain terms used in this description under “— Certain definitions.”

The Company will issue the new notes under the indenture, dated as of July 2, 2008, among the Company, the Guarantors party thereto and U.S. Bank, as trustee (the “indenture”). In addition, the indenture governs the obligations of the Company and of each Subsidiary Guarantor under the new notes and the Subsidiary Guarantees, respectively. The terms of the new notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939.

The terms of the new notes are substantially identical to those of the outstanding old notes, except that the transfer restrictions, registration rights and additional interest provisions relating to the old notes do not apply to the new notes.

The following is a summary of the material provisions of the indenture. Because this is a summary, it may not contain all the information that is important to you. You should read the indenture in its entirety. A copy of the indenture is available as described under “Where you can find additional information.”

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Basic terms of new notes

The new notes

•  are unsecured unsubordinated obligations of the Company, ranking equally in right of payment with all existing and future unsubordinated obligations of the Company and senior in right of payment to any subordinated Debt of the Company;

•  will be unconditionally guaranteed by the Guarantors, which guaranties shall in each case be a senior unsecured obligation of the Guarantors and senior in right of payment to any subordinated Debt of the Guarantors;

•  are issued in an original aggregate principal amount of $375,000,000;

•  mature on July 1, 2016; and

•  bear interest commencing July 2, 2008 at 8.125%, payable semiannually on each January 1 and July 1, commencing on January 1, 2009, to holders of record on the June 15 or December 15 immediately preceding the interest payment date.

Since the new notes are unsecured, in the event of bankruptcy, liquidation, reorganization or other winding up of the Company or the Guarantors or upon a default in payment with respect to, or the acceleration of, any Debt under the Credit Agreement or other senior secured Debt, the assets of the Company and the Guarantors that secure senior secured Debt will be available to pay obligations on the new notes and the Guaranties only after all Debt under such Credit Agreement and other senior secured Debt has been repaid in full from such assets. We advise you that there may not be sufficient assets remaining to pay amounts due on any or all the new notes and the Guaranties then outstanding.

Under certain circumstances, the Company will be able to designate current or future Subsidiaries as Unrestricted Subsidiaries. Unrestricted Subsidiaries will not be subject to many of the restrictive covenants set forth in the indenture until the Company elects to designate any such entity as a Restricted Subsidiary. As of the date hereof, the Company has no Unrestricted Subsidiaries.

Interest on the new notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

Additional new notes

Subject to the covenants described below, the Company may issue additional new notes under the indenture having the same terms in all respects as the new notes except that interest will accrue on the additional new notes from their date of issuance. The new notes and any additional new notes would be treated as a single class for all purposes under the indenture and will vote together as one class on all matters with respect to the new notes. Unless the context otherwise requires, for all purposes of the indenture and this “Description of Notes,” references to the new notes include any additional new notes actually issued.

Optional redemption

Except as set forth in the next three paragraphs, the new notes are not redeemable at the option of the Company.

At any time prior to July 1, 2011, the Company may redeem the new notes, in whole or in part, at a redemption price equal to 100.0% of the principal amount of the new notes redeemed plus the Applicable Premium as of, plus accrued and unpaid interest, if any, to, the date of redemption (the “Redemption Date”), subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date.

At any time and from time to time on or after July 1, 2011, the Company may on one or more occasions redeem the new notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice at a

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redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest on the new notes redeemed to the redemption date, if redeemed during the twelve-month period beginning on July 1, of the years indicated below, subject to the rights of noteholders on the relevant record date to receive interest on the relevant interest payment date:

Year	Percentage
2011		106.094	%
2012		104.063	%
2013		102.031	%
2014 and thereafter		100.000	%

At any time and from time to time prior to July 1, 2011, the Company may redeem the new notes with the net cash proceeds received by the Company from any Equity Offering at a redemption price equal to 108.125% of the principal amount plus accrued and unpaid interest to the redemption date, in an aggregate principal amount for all such redemptions not to exceed 35% of the original aggregate principal amount of the new notes, including additional new notes, provided that

(1) in each case the redemption takes place not later than 60 days after the closing of the related Equity Offering, and

(2) not less than 65% of the original aggregate principal amount of the new notes issued (calculated after giving effect to any issuance of additional new notes) remains outstanding immediately thereafter.

If fewer than all of the new notes are being redeemed, the trustee will select the new notes to be redeemed pro rata, by lot or by any other method the trustee in its sole discretion deems fair and appropriate, in denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof. Upon surrender of any new note redeemed in part, the holder will receive a new note equal in principal amount to the unredeemed portion of the surrendered note. Once notice of redemption is sent to the holders, notes called for redemption become due and payable at the redemption price on the redemption date, and, commencing on the redemption date, notes redeemed will cease to accrue interest.

No mandatory redemption or sinking fund

There will be no mandatory redemption or sinking fund payments for the new notes.

Guaranties

The obligations of the Company pursuant to the new notes, including any repurchase obligation resulting from a Change of Control, will be unconditionally guaranteed, jointly and severally, on an unsecured unsubordinated basis, by the Guarantors. Each Domestic Restricted Subsidiary of the Company that guarantees Debt under the Credit Agreement must provide a guaranty of the new notes (a “Note Guaranty”), and, if the guaranteed Debt is Subordinated Debt, the Guarantee of such guaranteed Debt must be subordinated in right of payment to the Note Guaranty to at least the extent that the guaranteed Debt is subordinated to the new notes.

Each Note Guaranty will be limited to the maximum amount that would not render the Guarantors obligations subject to avoidance under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of state law. By virtue of this limitation, a Guarantor’s obligation under its Note Guaranty could be significantly less than amounts payable with respect to the new notes, or a Guarantor may have effectively no obligation under its Note Guaranty. See “Risk Factors — Risks related to the notes — Fraudulent conveyance laws may void the new notes and/or the guarantees or subordinate the new notes and/or the guarantees.”

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The Note Guaranty of a Guarantor will terminate and be discharged and of no further force and effect and the applicable Guarantor will be automatically and unconditionally released from all its obligations thereunder:

(1) concurrently with any direct or indirect sale or other disposition (including by way of consolidation, merger or otherwise) of the Guarantor or the sale or disposition (including by way of consolidation, merger or otherwise) of all or substantially all the assets of the Guarantor (other than to the Company or a Domestic Restricted Subsidiary) otherwise permitted by the indenture,

(2) upon the designation in accordance with the indenture of the Guarantor as an Unrestricted Subsidiary,

(3) at any time that such Guarantor is released from all of its obligations (other than contingent indemnification obligations that may survive such release) under all of its Guaranties of all Debt of the Company under the Credit Facilities except a discharge by or as a result of payment under such guarantee (it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated),

(4) upon the merger or consolidation of any Guarantor with and into the Company or another Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Guarantor following or contemporaneously with the transfer of all of its assets to the Company or another Guarantor,

(5) defeasance or discharge of the new notes, as provided in “— Defeasance and discharge” or upon satisfaction and discharge of the indenture, or

(6) upon the prior consent of the holders of at least a majority in aggregate principal amount of the new notes then outstanding.

Registration rights

The Company and the Guarantors have entered into a registration rights agreement with the initial purchasers with respect to the old notes. In that agreement, the Company has agreed for the benefit of the holders of the notes that the Company will use its reasonable best efforts to file with the SEC and cause to become effective a registration statement relating to an offer to exchange the notes for an issue of SEC-registered notes with terms identical to the notes (except that the new notes will not be subject to restrictions on transfer or to any increase in annual interest rate as described below). The registration statement of which this prospectus forms a part is being filed by the Company to fulfill its obligations under the Registration Rights Agreement.

When the SEC declares the exchange offer registration statement effective, the Company will offer the new notes in exchange for the old notes. The exchange offer will remain open for at least 20 business days after the date the Company mails notice of the exchange offer to noteholders. For each note surrendered to the Company under the exchange offer, the noteholder will receive a new note of equal principal amount. Interest on each new note will accrue from the last interest payment date on which interest was paid on the old notes or, if no interest has been paid on the old notes, from the closing date.

If the exchange offer is not completed (or, if required, the shelf registration statement is not declared effective) on or before the date that is the 210th calendar day after the Issue Date, the annual interest rate borne by the old notes will be increased by 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provide that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) until the exchange offer is completed or the shelf registration statement is declared effective. The increased interest described above is the sole and exclusive monetary remedy available to holders under the registration rights agreement in the case of a registration default.

If the Company effects the exchange offer, the Company will be entitled to close the exchange offer 20 business days after its commencement, provided that the Company has accepted all old notes validly surrendered in accordance with the terms of the exchange offer. Old notes not tendered in the exchange offer

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shall bear interest at the rate set forth on the cover page of this offering memorandum and be subject to all the terms and conditions specified in the indenture with respect to the old notes, including transfer restrictions.

Ranking

The new notes will be general unsecured obligations of the Company and will be at least pari passu in right of payment to all unsecured Debt of the Company. In addition, the Note Guaranties shall in each case be a senior unsecured obligation of the Guarantors and senior in right of payment to any subordinated Debt of such Guarantor. Since the new notes are unsecured, in the event of bankruptcy, liquidation, reorganization or other winding up of the Company or the Guarantors or upon a default in payment with respect to, or the acceleration of, any Debt under the Credit Agreement or other senior secured Debt, the assets of the Company and the Guarantors that secure other senior secured Debt will be available to pay obligations on the new notes and the Guaranties only after all Debt under such Credit Agreement and other senior secured Debt has been repaid in full from such assets. We advise you that there may not be sufficient assets remaining to pay amounts due on any or all the new notes and the Guaranties then outstanding. As of June 30, 2008, after giving pro forma effect to the Spin-Off, the issuance of the notes and the application of the proceeds therefrom, the Company and the Guarantors, on a combined basis, had approximately $1.2 billion in secured debt under the Credit Agreement, and no subordinated debt. Although the indenture contains limitations on the amount of additional Debt that the Company and its Restricted Subsidiaries may incur, the amount of additional Debt could be substantial. See “Certain covenants — Limitation on debt and disqualified or preferred stock.” In addition, substantially all the operations of the Company are conducted through its subsidiaries. Certain of the Company’s subsidiaries have not guaranteed the new notes. Claims of creditors of non-guarantor subsidiaries, including trade creditors, secured creditors and creditors holding debt and guarantees issued by those subsidiaries, and claims of preferred and minority stockholders (if any) of those subsidiaries generally will have priority with respect to the assets and earnings of those subsidiaries over the claims of creditors of the Company, including holders of the new notes. The new notes and each Note Guaranty therefore will be effectively subordinated to creditors (including trade creditors) and preferred and minority stockholders (if any) of subsidiaries of the Company (other than the Guarantors). As of June 30, 2008, after giving pro forma effect to the Spin-Off, the issuance of the notes and the application of the proceeds therefrom, the total liabilities of the Company’s subsidiaries (other than the Guarantors) would have been under 5% of the Company’s combined total liabilities, including trade payables. Although the indenture limits the incurrence of Debt and Disqualified or Preferred Stock of Restricted Subsidiaries, the limitation is subject to a number of significant exceptions. Moreover, the indenture does not impose any limitation on the incurrence by Restricted Subsidiaries of liabilities that are not considered Debt or Disqualified or Preferred Stock under the indenture. See “— Certain covenants — Limitation on debt and disqualified or preferred stock”.

Certain covenants

The indenture contains covenants including, among others, the following:

Suspension of certain covenants when notes rated investment grade

During any period of time that:  (i) the new notes have an Investment Grade Rating from either Rating Agency and (ii) no Default or Event of Default has occurred and is continuing under the indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Company and the Restricted Subsidiaries will not be subject to the following provisions (collectively, the “Suspended Covenants”) of the indenture:

(1) “— Limitation on debt and disqualified or preferred stock”;

(2) “— Limitation on restricted payments”;

(3) “— Limitation on dividend and other payment restrictions affecting restricted subsidiaries”;

(4) “— Limitation on asset sales”;

(5) “— Limitation on transactions with affiliates”; and

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(6) clause (3) of the first paragraph under “— Consolidation, merger or sale of assets — Consolidation, merger or sale of assets by the Company; No lease of all or substantially all assets”.

Upon the occurrence of a Covenant Suspension Event, the amount of Net Cash Proceeds that have not been invested or applied as provided under “ — Limitation on asset sales” shall be set at zero as of such date (the “Suspension Date”). In the event that, on any date subsequent to any Suspension Date (the “Reversion Date”), both Rating Agencies withdraw their Investment Grade Rating or downgrade such rating to below an Investment Grade Rating, or a Default or Event of Default occurs and is continuing, then the Company and the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Notwithstanding the reinstatement of the Suspended Covenants, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on events that occurred during the Suspension Period).

On the Reversion Date all Debt Incurred during the Suspension Period will be classified as having been Incurred or issued pursuant to “ — Limitation on debt and disqualified or preferred stock” below (to the extent such Debt would be permitted to be Incurred or issued thereunder as of the Reversion Date and after giving effect to Debt Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt would not be so permitted to be Incurred or issued pursuant to “ — Limitation on debt and disqualified or preferred stock”, such Debt will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (8) of “ — Limitation on debt and disqualified or preferred stock.” Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under “ — Limitation on restricted payments” will be made as though the covenant described under “ — Limitation on restricted payments” had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first paragraph of “ — Limitation on restricted payments.”

Limitation on debt and disqualified or preferred stock.

(a) The Company

(1) will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt; and

(2) (x) will not, and will not permit any Restricted Subsidiary to, Incur any Disqualified Stock, and (y) will not permit any of its Restricted Subsidiaries to Incur any Preferred Stock (other than Disqualified or Preferred Stock of Restricted Subsidiaries held by the Company or a Restricted Subsidiary, so long as it is so held);

provided that the Company or any Guarantor may Incur Debt and the Company or any Guarantor may Incur Disqualified Stock and any Guarantor may Incur Preferred Stock if, on the date of the Incurrence, after giving effect to the Incurrence and the receipt and application of the proceeds therefrom, the Fixed Charge Coverage Ratio is not less than 2:1.

(b) Notwithstanding the foregoing, the Company and, to the extent provided below, any Restricted Subsidiary may Incur the following (“Permitted Debt”):

(1) Debt (“Permitted Bank Debt”) of the Company or any Guarantor pursuant to Credit Facilities; provided that the aggregate principal amount at any time outstanding does not exceed $1.5 billion, less any amount of such Debt permanently repaid as provided under “ — Certain covenants — Limitation on asset sales”, and Guarantees of such Debt by the Company or any Restricted Subsidiary (provided that such Restricted Subsidiary concurrently Guarantees the new notes);

(2) Debt of the Company owning to any Restricted Subsidiary or Debt of any Restricted Subsidiary owing to the Company or any other Restricted Subsidiary, in each case for so long as such Debt continues to be owed to the Company or a Restricted Subsidiary, as the case may be and which, if (x) the obligor is the Company, such Debt is subordinated in right of payment to the new notes and (y) the obligor is a Guarantor and the Company or a Guarantor is not the obligee, such Debt is subordinated in right of payment to the Note Guaranty of such Guarantor;

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(3) Debt of the Company pursuant to the new notes (other than additional notes) and Debt of any Guarantor pursuant to a Note Guaranty of the new notes (including additional new notes);

(4) Debt (“Permitted Refinancing Debt”) constituting an extension or renewal of, replacement of, or substitution for, or issued in exchange for, or the net proceeds of which are used to repay, redeem, repurchase, refinance or refund, including by way of defeasance or discharge (all of the above, for purposes of this clause, “refinance”) Debt then outstanding on the date of the indenture or Incurred thereafter in compliance with the indenture (including, subject to the limits below, (x) Debt of the Company that refinances Debt of any Restricted Subsidiary, (y) Debt of any Restricted Subsidiary that refinances Debt of another Restricted Subsidiary or the Company and (z) Debt that refinances Permitted Refinancing Debt) in an amount not to exceed the principal amount of the Debt so refinanced, plus premiums, fees and expenses; provided that

(A) in case the Debt to be refinanced is subordinated in right of payment to the new notes, the new Debt, by its terms or by the terms of any agreement or instrument pursuant to which it is outstanding, is expressly made subordinate in right of payment to the new notes at least to the extent that the Debt to be refinanced is subordinated to the new notes,

(B) (a) if the Stated Maturity of the Debt being refinanced is earlier than the Stated Maturity of the new notes, the Refinancing Debt has a Stated Maturity no earlier than the Stated Maturity of the Debt being refinanced or (b) if the Stated Maturity of the Debt being refinanced is later than the Stated Maturity of the new notes, the Refinancing Debt has a Stated Maturity after the Stated Maturity of the new notes,

(C) the Average Life of the new Debt is at least equal to the remaining Average Life of the Debt to be refinanced,

(D) in no event may Debt of the Company or any Guarantor be refinanced pursuant to this clause by means of any Debt of any Restricted Subsidiary that is not a Guarantor, and

(E) Debt Incurred pursuant to clauses (1), (2), (5), (6), (10), (11), (12), (13), (14), (15) (16) and (17) may not be refinanced pursuant to this clause;

(5) Hedging Agreements of the Company or any Restricted Subsidiary entered into in the ordinary course of business for the purpose of limiting risks associated with the business (including the Debt) of the Company and its Restricted Subsidiaries and not for speculation;

(6) Debt of the Company or any Restricted Subsidiary with respect to (A) letters of credit and bankers’ acceptances issued in the ordinary course of business and not supporting Debt, including letters of credit supporting performance, surety or appeal bonds or (B) indemnification, adjustment of purchase price or similar obligations Incurred in connection with the acquisition or disposition of any business or assets;

(7) Acquired Debt, provided that after giving effect to the Incurrence thereof, the Company could Incur at least $1.00 of Debt under the Fixed Charge Coverage Ratio under paragraph (a) above;

(8) Debt of the Company or any Restricted Subsidiary outstanding on the Issue Date (and, for the purposes of clause (4)(E), not otherwise constituting Permitted Debt);

(9) Debt of the Company or any Restricted Subsidiary, which may include Capital Leases, Incurred on or after the Issue Date no later than one year after the date of purchase or completion of construction or improvement of property or assets or the acquisition of the Capital Stock of any Person that owns such property or assets for the purpose of financing or refinancing all or any part of the purchase price, leasing cost or cost of construction or improvement, provided that the principal amount of any Debt Incurred pursuant to this clause may not exceed (a) $50.0 million less (b) the aggregate outstanding amount of Permitted Refinancing Debt Incurred to refinance Debt Incurred pursuant to this clause;

(10) Debt of (x) the Company or any Guarantor consisting of Guarantees of Debt of the Company or any Guarantor or (y) any Non-Guarantor Restricted Subsidiary consisting of Guarantees of Debt of

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another Non-Guarantor Restricted Subsidiary, in each case Incurred under any other clause (including, without limitation, paragraph (a)) of this covenant;

(11) Debt Incurred by the Company or any Restricted Subsidiary representing deferred compensation to employees of the Company or a Restricted Subsidiary Incurred (x) in the ordinary course of business or (y) in connection with any acquisition permitted by the indenture;

(12) Debt consisting of promissory notes issued by the Company or any Restricted Subsidiary to future, present or former directors, officers, members of management, employees or consultants of the Company or any of its Subsidiaries or their respective estates, heirs, family members, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Company permitted by “— Limitation on restricted payments”;

(13) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, provided, however, that such Debt is extinguished within five business days of Incurrence;

(14) Debt of the Company or any Restricted Subsidiary supported by a letter of credit issued pursuant to Credit Facilities that is Incurred under clause (1) above, in a principal amount not in excess of the stated amount of such letter of credit;

(15) Debt Consisting of the financing of insurance premiums in the ordinary course of business;

(16) Debt in respect of Cash Management Practices;

(17) Debt Incurred in the ordinary course of business by the Exchange Companies in connection with “1031 exchange” transactions under Section 1031 of the Code (or regulations promulgated thereunder, including Revenue Procedure 2000-37) that is limited in recourse to the properties (real or personal) which are the subject of such “1031 exchange” transactions (collectively, the “Specified Non-Recourse Indebtedness”); and

(18) Debt of the Company or any Restricted Subsidiary Incurred on or after the Issue Date not otherwise permitted in an aggregate principal amount at any time outstanding, including any Permitted Refinancing Debt in respect thereof, not to exceed $50.0 million.

For purposes of determining compliance with the covenant described above in the event that an item of Debt meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (18) above or is entitled to be Incurred pursuant to the first paragraph of this covenant, the Company shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such item of Debt in any manner that complies with this covenant and may include the amount and type of such Debt in one or more of such clauses (including in part under one such clause and in part under another such clause) and only be required to include the amount and type of such Debt in one of such clauses; provided that all Debt under the Credit Agreement outstanding on the Issue Date shall be deemed to have been Incurred pursuant to clause (1) and the Company shall not be permitted to reclassify all or any portion of such Debt under the Credit Agreement outstanding on the Issue Date.

For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred, in the case of term Debt, or first committed, in the case of revolving credit Debt; provided that if such Debt is Incurred to refinance other Debt denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Debt does not exceed the principal amount of such Debt being refinanced. Notwithstanding any other provision of this covenant, the maximum amount of Debt that the Company may Incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Debt Incurred

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to refinance other Debt, if Incurred in a different currency from the Debt being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such refinancing Debt is denominated that is in effect on the date of such refinancing.

Notwithstanding anything contained herein, neither the Company nor any Guarantor may Incur any Debt that is subordinate in right of payment to other Debt of the Company or the Guarantor unless such Debt is also subordinate in right of payment to the new notes or the relevant Note Guaranty on substantially identical terms. The indenture will not treat (1) unsecured Debt as subordinated or junior to secured Debt merely because it is unsecured or (2) senior Debt as subordinated or junior to any other senior Debt merely because it has a junior priority with respect to the same collateral or by virtue of the fact that the holders of such senior Debt have entered into intercreditor or other arrangements giving one or more of such holders priority over the other holders in the collateral held by them.

Limitation on restricted payments.

(a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly (the payments and other actions described in the following clauses being collectively “Restricted Payments”):

•  declare or pay any dividend or make any distribution on its Equity Interests (other than dividends or distributions paid in the Company’s Qualified Equity Interests) held by Persons other than the Company or any of its Restricted Subsidiaries;

•  purchase, redeem or otherwise acquire or retire for value any Equity Interests of the Company or any Restricted Subsidiary held by Persons other than the Company or any of its Restricted Subsidiaries;

•  repay, redeem, repurchase, defease or otherwise acquire or retire for value, or make any payment on or with respect to, any Subordinated Debt except a payment of interest or principal at Stated Maturity (other than (x) Debt of the Company owing to and held by any Guarantor or Debt of a Guarantor owing to and held by the Company or any other Guarantor permitted under clause (2) of the second paragraph of the covenant “— Limitation on debt and disqualified and preferred stock” or (y) a purchase, repurchase, redemption, defeasance or other acquisition or retirement for value in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such acquisition or retirement); or

•  make any Investment other than a Permitted Investment;

unless, at the time of, and after giving effect to, the proposed Restricted Payment:

(1) no Default has occurred and is continuing,

(2) the Company could Incur at least $1.00 of Debt under paragraph (a) of “ — Certain covenants — Limitation on debt and disqualified or preferred stock”, and

(3) the aggregate amount expended for all Restricted Payments (the amount so expended, if other than in cash, to be as determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a resolution of the Board of Directors) made on or after the Issue Date would not, subject to paragraph (c), exceed the sum of

(A) 50% of the aggregate amount of the Consolidated Net Income (or, if the Consolidated Net Income is a loss, minus 100% of the amount of the loss) accrued on a cumulative basis during the period, taken as one accounting period, beginning on July 1, 2008 and ending on the last day of the Company’s most recently completed fiscal quarter for which internal financial statements are available, plus

(B) subject to paragraph (c), the aggregate net cash proceeds and the fair value (as determined in good faith by the Board of Directors) of property or assets received (x) by the Company as capital contributions to the Company (other than from a Subsidiary) after the Issue Date or (y) by the Company (other than from a Subsidiary) after the Issue Date from the issuance and sale of its

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Qualified Equity Interests, including by way of issuance of its Disqualified Equity Interests or Debt to the extent since converted or exchanged into Qualified Equity Interests of the Company, plus

(C) an amount equal to the sum, for all Unrestricted Subsidiaries, of the following:

(x) the cash return, after the Issue Date, on Investments in an Unrestricted Subsidiary made after the Issue Date pursuant to this paragraph (a) as a result of dividends, distributions, cancellation of indebtedness for borrowed money owed by the Company or any Restricted Subsidiary to an Unrestricted Subsidiary, interest payments, return of capital, repayments of Investments or other transfers of assets to the Company or any Restricted Subsidiary from any Unrestricted Subsidiary, any sale for cash, repayment, redemption, liquidating distribution or other cash realization (not included in Consolidated Net Income), plus

(y) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the assets less liabilities of an Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary,

not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments made after the Issue Date by the Company and its Restricted Subsidiaries in such Unrestricted Subsidiary pursuant to this paragraph (a), plus

(D) the cash return, after the Issue Date, on any other Investment made after the Issue Date pursuant to this paragraph (a), as a result of any sale for cash, repayment, redemption, liquidating distribution or other cash realization (not included in Consolidated Net Income), not to exceed the amount of such Investment so made.

The amount expended in any Restricted Payment, if other than in cash, will be deemed to be the fair market value of the relevant non-cash assets, as determined in good faith by the Board of Directors, whose determination will be conclusive and evidenced by a Board Resolution.

(b) The foregoing will not prohibit any of the following (each, a “Permitted Payment”):

(1) the payment of any dividend within 60 days after the date of declaration thereof if, at the date of declaration, such payment would comply with paragraph (a);

(2) dividends or distributions by a Restricted Subsidiary payable, on a pro rata basis or on a basis more favorable to the Company, to all holders of any class of Capital Stock of such Restricted Subsidiary a majority of which is held, directly or indirectly through Restricted Subsidiaries, by the Company;

(3) the repayment, redemption, repurchase, defeasance or other acquisition or retirement for value of Subordinated Debt with the proceeds of, or in exchange for, Permitted Refinancing Debt;

(4) the purchase, redemption or other acquisition or retirement for value of Equity Interests of the Company or any Restricted Subsidiary in exchange for, or out of the proceeds of a substantially concurrent offering of, Qualified Equity Interests of the Company or a substantially concurrent capital contribution to the Company;

(5) the repayment, redemption, repurchase, defeasance or other acquisition or retirement of Subordinated Debt (x) of the Company in exchange for, or out of the proceeds of, a substantially concurrent offering of, Qualified Equity Interests of the Company or a substantially concurrent capital contribution to the Company or (y) constituting Acquired Debt that is repaid, redeemed, repurchased, defeased, acquired or retired in accordance with the proviso in the definition of “Acquired Debt”;

(6) any Investment made in exchange for, or out of the net cash proceeds of, a substantially concurrent offering of Qualified Equity Interests of the Company or a substantially concurrent capital contribution to the Company;

(7) the purchase, redemption or other acquisition or retirement for value of Equity Interests of the Company held by any future, present or former officers, directors, employees, members of management or consultants (or their heirs, family members, spouses, former spouses or their estates or other

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beneficiaries under their estates), upon death, disability, retirement, severance or termination of employment or pursuant to any agreement under which the Equity Interests were issued; provided that the aggregate cash consideration paid therefor in any calendar year after the Issue Date does not exceed an aggregate amount of $10.0 million;

(8) the declaration and payment of cash dividends on any Disqualified Stock of the Company or a Restricted Subsidiary or Preferred Stock of a Restricted Subsidiary Incurred after the Issue Date in compliance with “— Certain covenants — Limitation on debt and disqualified or preferred stock”;

(9) the repurchase of any Subordinated Debt at a purchase price not greater than 101% of the principal amount thereof in the event of (x) a change of control pursuant to a provision no more favorable to the holders thereof than “— Certain covenants — Repurchase of notes upon a change of control” or (y) an Asset Sale pursuant to a provision no more favorable to the holders thereof than “— Certain covenants — Limitation on asset sales”, provided that, in each case, prior to the repurchase the Company has made an Offer to Purchase and repurchased all notes issued under the indenture that were validly tendered for payment in connection with the offer to purchase;

(10) repurchases of Qualified Equity Interests deemed to occur upon exercise of stock options or warrants if such Qualified Equity Interests represent a portion of the exercise price of such options or warrants;

(11) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Qualified Equity Interests of the Company and the Restricted Subsidiaries;

(12) Restricted Payments made in connection with the Spin-Off or pursuant to the terms of any Spin-Off Agreement as amended, modified or replaced from time to time so long as the amended, modified or new agreements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect in the agreement being amended, modified or replaced;

(13) repurchases by the Company or any Restricted Subsidiary of Equity Interests or other ownership interests that were not theretofore owned by the Company or a Subsidiary of the Company in any Restricted Subsidiary;

(14) any Restricted Payments of the type described in either of the first two bullet points of this covenant in an aggregate amount made under this clause (14) in any calendar year not to exceed $40.0 million; and

(15) any other Restricted Payment, which together with all other Restricted Payments made pursuant to this clause (15) on or after the Issue Date, does not exceed $20.0 million (net of, with respect to the Investment in any particular Person made pursuant to this clause, the cash return thereon received after the Issue Date as a result of any sale for cash, repayment, redemption, liquidating distribution or other cash realization (not included in Consolidated Net Income) not to exceed the amount of such Investments in such Person made after the Issue Date in reliance on this clause);

provided that, in the case of clauses (6), (7), (8) and (14) no Default has occurred and is continuing or would occur as a result thereof.

(c) Proceeds of the issuance of Qualified Equity Interests will be included under clause (3) of paragraph (a) only to the extent they are not applied as described in clause (4), (5) or (6) of paragraph (b). Restricted Payments permitted pursuant to clause (3), (4), (5), (6), (8), (12), (13) or (14) will not be included in making the calculations under clause (3) of paragraph (a).

Limitation on liens.

The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, Incur or permit to exist any Lien of any nature whatsoever on any of its properties or assets, whether owned at the Issue Date or thereafter acquired, other than Permitted Liens, without effectively providing that the new notes

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or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Note Guaranty of such Restricted Subsidiary, are secured equally and ratably with (or, if the obligation to be secured by the Lien is subordinated in right of payment to the new notes or any Note Guaranty, prior to) the obligations so secured for so long as such obligations are so secured.

Any such Lien shall be automatically and unconditionally released and discharged in all respects upon (i) the release and discharge of the other Lien to which it relates (except a release and discharge upon payment of the obligation secured by such Lien during the pendency of any Default or Event of Default under the Indenture, in which case such Liens shall only be discharged and released upon payment of the new notes or cessation of such Default or Event of Default), (ii) in the case of any such Lien in favor of any such Note Guaranty, upon the termination and discharge of such Note Guaranty in accordance with the terms of the indenture or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by the provisions of the covenant described under “Consolidation, Merger or sale of assets — Consolidation, merger or sale of assets by the Company” below) in compliance with the indenture to any Person (not an Affiliate of the Company) of the property or assets secured by such initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such initial Lien).

Limitation on sale and leaseback transactions.

The Company will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any property or asset unless the Company or the Restricted Subsidiary would be entitled to

(A) Incur Debt in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction pursuant to “— Certain covenants — Limitation on debt and disqualified or preferred stock”, and

(B) create a Lien on such property or asset securing such Attributable Debt pursuant to “— Certain covenants — Limitation on liens”,

in which case, the corresponding Debt and Lien will be deemed Incurred pursuant to those provisions.

Limitation on dividend and other payment restrictions affecting restricted subsidiaries.

(a) Except as provided in paragraph (b), the Company will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to

(1) pay dividends or make any other distributions on any Equity Interests of the Restricted Subsidiary owned by the Company or any other Restricted Subsidiary,

(2) pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary,

(3) make loans or advances to the Company or any other Restricted Subsidiary, or

(4) transfer any of its property or assets to the Company or any other Restricted Subsidiary.

(b) The provisions of paragraph (a) do not apply to any encumbrances or restrictions:

(1) existing on the Issue Date in the Credit Agreement, the indenture or any other agreements or instruments in effect on the Issue Date, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;

(2) existing under or by reason of applicable law, rule, regulation or order, or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiary or any of their businesses;

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(3) existing (including, without limitation, as part of the terms of any Acquired Debt)

(A) with respect to any Person, or to the property or assets of any Person, at the time the Person is acquired by the Company or any Restricted Subsidiary, or

(B) with respect to any Unrestricted Subsidiary at the time it is designated or is deemed to become a Restricted Subsidiary,

which encumbrances or restrictions (i) are not applicable to any other Person or the property or assets of any other Person and (ii) were not put in place in anticipation of such event and any extensions, renewals, replacements or refinancings of any of the foregoing, provided the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;

(4) (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any lease, license or other contract, (B) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by the indenture, (C) contained in mortgages, pledges or other security agreements securing Debt of a Restricted Subsidiary (permitted by the indenture) to the extent restricting the transfer of the property or assets subject thereto, (D) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary, (E) pursuant to purchase money obligations or Capital Lease obligations (permitted by the indenture) that impose encumbrances or restrictions on the property or assets so acquired, (F) on cash or other deposits or net worth imposed by customers or suppliers under agreements entered into in the ordinary course of business, (G) pursuant to customary provisions contained in agreements, including, without limitation, any joint venture agreements, and instruments entered into in the ordinary course of business (including but not limited to leases, sale and leaseback agreements, asset sale agreements and joint venture and other similar agreements entered into in the ordinary course of business), or (H) pursuant to customary provisions in Hedging Agreements, permitted by the indenture;

(5) with respect to a Restricted Subsidiary (or any of its property or assets) and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, the Restricted Subsidiary that is permitted by “— Certain covenants — Limitation on asset sales”;

(6) contained in the terms governing any Permitted Refinancing Debt if (as determined in good faith by the Board of Directors) the encumbrances or restrictions are, taken as a whole, no less favorable in any material respect to the noteholders than those contained in the agreements governing the Debt being refinanced;

(7) any customary encumbrances or restrictions contained in (i) any Credit Facilities extended to any Foreign Subsidiary of the Company permitted to be Incurred under the indenture or (ii) Debt, Preferred Stock or Disqualified Stock permitted to be Incurred under the indenture; provided that the Company’s board of directors determines in good faith that such restrictions will not have a material adverse effect on the Company’s ability to pay principal and interest on the new notes;

(8) any customary restrictions imposed in connection with a Securitization Financing; or

(9) required pursuant to the indenture.

Guaranties by restricted subsidiaries.

If any Domestic Restricted Subsidiary guarantees any Debt under the Credit Agreement after the date of the indenture, the Restricted Subsidiary must provide a Note Guaranty.

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Repurchase of notes upon a change of control.

Not later than 30 days following a Change of Control, the Company will make an Offer to Purchase all outstanding notes at a purchase price equal to 101% of the principal amount plus accrued interest to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that the Company shall not be obligated to repurchase notes pursuant to this covenant in the event that it has exercised its right to redeem all of the new notes as described under “— Optional redemption.”

An “Offer to Purchase” must be made by written offer, which will specify the principal amount of notes subject to the offer and the purchase price. The offer must specify an expiration date (the “expiration date”) not less than 30 days or more than 60 days after the date of the offer and a settlement date for purchase (the “purchase date”) not more than five Business Days after the expiration date. The offer must include information concerning the business of the Company and its Subsidiaries which the Company in good faith believes will enable the holders to make an informed decision with respect to the Offer to Purchase. The offer will also contain instructions and materials necessary to enable holders to tender notes pursuant to the offer.

A holder may tender all or any portion of its notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a note tendered must be in a multiple of $1,000 principal amount. Holders are entitled to withdraw notes tendered up to the close of business on the expiration date. On the purchase date the purchase price will become due and payable on each note accepted for purchase pursuant to the Offer to Purchase, and interest on notes purchased will cease to accrue on and after the purchase date.

The Company will not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by the Company and purchases all notes validly tendered and not withdrawn under such Change of Control Offer, or (ii) notice of redemption has been given pursuant to the indenture as described under the caption “— Optional redemption,” unless and until there is a default of the applicable redemption price.

The Company will comply with Rule 14e-1 under the Exchange Act and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance.

The Company has agreed in the indenture that it will timely repay Debt or obtain consents as necessary under, or terminate, agreements or instruments that would otherwise prohibit an Offer to Purchase required to be made pursuant to the indenture. Notwithstanding this agreement of the Company, it is important to note the following:

The Credit Agreement restricts the Company from purchasing notes in the event of a Change of Control and also provides that the occurrence of certain change of control events with respect to the Company would constitute a default thereunder. In the event a Change of Control occurs, the Company could seek the consent of the Credit Agreement lenders to the purchase of notes or could attempt to refinance the Credit Agreement. If the Company were not able to obtain that consent or to refinance, it would continue to be prohibited from purchasing notes. In that case, the Company’s failure to purchase tendered notes would constitute an Event of Default under the indenture, which would in turn constitute a default under the Credit Agreement.

Future debt of the Company may also prohibit the Company from purchasing notes in the event of a Change of Control, provide that a Change of Control is a default or require repurchase upon a Change of Control. Moreover, the exercise by the noteholders of their right to require the Company to purchase the new notes could cause a default under other debt, even if the Change of Control itself does not, due to the financial effect of the purchase on the Company.

Finally, the Company’s ability to pay cash to the noteholders following the occurrence of a Change of Control may be limited by the Company’s then existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make the required purchase of the new notes. See “Risk Factors — We may be unable to make a change of control offer required by the indenture

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governing the new notes which would cause defaults under the indenture governing the new notes and our new credit facilities.”

The phrase “all or substantially all”, as used with respect to the assets of the Company in the definition of “Change of Control”, is subject to interpretation under applicable state law, and its applicability in a given instance would depend upon the facts and circumstances. As a result, there may be a degree of uncertainty in ascertaining whether a sale or transfer of “all or substantially all” the assets of the Company has occurred in a particular instance, in which case a holder’s ability to obtain the benefit of these provisions could be unclear.

Except as described above with respect to a Change of Control, the indenture does not contain provisions that permit the holder of the new notes to require that the Company purchase or redeem the new notes in the event of a takeover, recapitalization or similar transaction.

The provisions under the indenture relating to the Company’s obligation to make an offer to repurchase the new notes as a result of a Change of Control may be waived or amended as described in “— Amendments and waivers.”

Limitation on asset sales.

The Company will not, and will not permit any Restricted Subsidiary to, make any Asset Sale unless the following conditions are met:

(1) The Asset Sale is for fair market value, as determined in good faith by the Board of Directors.

(2) At least 75% of the consideration consists of cash or Cash Equivalents received at closing. (For purposes of this clause (2), the assumption by the purchaser of Debt or other obligations (other than Subordinated Debt) of the Company or a Restricted Subsidiary pursuant to a customary novation agreement, and instruments or securities received from the purchaser that are promptly, but in any event within 30 days of the closing, converted by the Company to cash, to the extent of the cash actually so received, shall be considered cash received at closing.)

(3) Within 360 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Net Cash Proceeds may be used

(A) to permanently repay secured Debt (and in the case of a revolving credit, permanently reduce the commitment thereunder by such amount), in each case owing to a Person other than the Company or any Restricted Subsidiary,

(B) to (i) reduce the Obligations under the new notes as provided under “— Optional redemption,” (ii) to repurchase, acquire, redeem, defease, discharge or retire in any manner the new notes through open market purchases (provided that the purchase price is at least 100% of the principal amount plus accrued interest), (iii) to reduce Obligations under the new notes and any Obligations under any Debt ranking pari passu in right of payment with the new notes (“pari passu Debt”) by making an Offer to Purchase the new notes and any pari passu Debt in the manner described in clause (4) below, or (iv) to repurchase, acquire, redeem, defease, discharge or retire in any manner any Debt, Disqualified Stock or Preferred Stock of any Restricted Subsidiary that is not a Guarantor, or

(C) to acquire all or substantially all of the assets of a Permitted Business, or a majority of the Voting Stock of another Person that thereupon becomes a Restricted Subsidiary engaged in a Permitted Business, or to make capital expenditures or otherwise acquire assets that are being used or to be used in a Permitted Business, provided that a binding commitment entered into not later than such 360th day shall extend the period for such acquisition or investment for an additional 180 days after the end of such 360-day period so long as the Company or the applicable Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Cash Proceeds will be applied to satisfy such commitment within such 180 day period and, in the event such commitment is cancelled or terminated or for any reason such Net Cash Proceeds are not so applied

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within such period, then such Net Cash Proceeds shall constitute Excess Proceeds on the date of such cancellation or termination, or such 180th day, as applicable;

provided that pending the final application of any such Net Cash Proceeds in accordance with clauses (A), (B) or (C) above, the Company and its Restricted Subsidiaries may temporarily reduce Debt or otherwise invest such Net Cash Proceeds in any manner not prohibited by the indenture.

(4) The Net Cash Proceeds of an Asset Sale not applied pursuant to clause (3) within 360 days after the receipt of any Net Cash Proceeds from such Asset Sale (or such later date as permitted in 3(C) of the immediately preceding paragraph) constitute “Excess Proceeds”. Excess Proceeds of less than $10.0 million will be carried forward and accumulated. When accumulated Excess Proceeds equals or exceeds $10.0 million, the Company must, within 30 days, make an Offer to Purchase notes having a principal amount equal to (the “purchase amount”)

(A) accumulated Excess Proceeds, multiplied by

(B) a fraction (x) the numerator of which is equal to the outstanding principal amount of the new notes and (y) the denominator of which is equal to the outstanding principal amount of the new notes and all pari passu Debt similarly required to be repaid, redeemed or tendered for in connection with the Asset Sale,

rounded down to the nearest $1,000. The purchase price for the new notes will be 100% of the principal amount plus accrued interest to the date of purchase. If the Offer to Purchase is for less than all of the outstanding new notes and notes in an aggregate principal amount in excess of the purchase amount are tendered and not withdrawn pursuant to the offer, the Company will purchase notes having an aggregate principal amount equal to the purchase amount on a pro rata basis, with adjustments so that only notes in multiples of $1,000 principal amount will be purchased. Upon completion of the Offer to Purchase, Excess Proceeds will be reset at zero, and any Excess Proceeds remaining after consummation of the Offer to Purchase may be used for any purpose not otherwise prohibited by the indenture.

Limitation on transactions with affiliates.

(a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement including the purchase, sale, lease or exchange of property or assets, or the rendering of any service with any Affiliate of the Company or of any Restricted Subsidiary involving aggregate payments or consideration in excess of $5.0 million (each such person, a “Related Person” and, each such transaction, a “Related Party Transaction”), except upon fair and reasonable terms no less favorable to the Company or the Restricted Subsidiary than could be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate of the Company.

(b) Any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $25.0 million must first be approved by a majority of the Board of Directors who are disinterested in the subject matter of the transaction pursuant to a Board Resolution delivered to the trustee.

(c) The foregoing paragraphs do not apply to any of the following transactions:

(1) any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries of the Company;

(2) the payment of reasonable and customary fees to directors of the Company who are not employees of the Company;

(3) any Restricted Payment permitted to be paid pursuant to the covenant described under “— Certain covenants — Limitation on restricted payments” or any Permitted Payment or Permitted Investment;

(4) (a) the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance,

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retirement, savings or other similar plans, programs or arrangements, (b) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (c) the payment of reasonable fees to directors of the Company or any of its Restricted Subsidiaries (as determined in good faith by the Company or such Subsidiary) or (d) to the extent permitted by law, loans or advances made to directors, officers or employees of the Company or any Restricted Subsidiary (x) in respect of travel, entertainment or moving-related expenses Incurred in the ordinary course of business, or (y) in the ordinary course of business and (in the case of this clause (y)) not exceeding $10.0 million in the aggregate outstanding at any time;

(5) transactions pursuant to any contract, agreement or instrument in effect on the date of the indenture, as amended, modified or replaced from time to time so long as the amended, modified or new agreements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect on the date of the indenture;

(6) the consummation of the transactions contemplated by the Spin-Off, including the payment of fees in connection therewith, and the performance of obligations under the Spin-Off Agreements as amended, modified or replaced from time to time so long as the amended, modified or new agreements, taken as a whole, are no less favorable to the Company and its Restricted Subsidiaries than those in effect in the agreement being amended, modified or replaced;

(7) transactions with Persons solely in their capacity as holders of a minority of any class of Debt or Capital Stock of the Company or any of its Restricted Subsidiaries, where such Persons are treated no more favorably than holders of such class of Debt or Capital Stock of the Company or such Restricted Subsidiary generally;

(8) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services in the ordinary course of business and consistent with past business practices and approved by the Board of Directors;

(9) sales of Capital Stock (other than Disqualified Stock) of the Company or any capital contribution to the Company;

(10) any transaction with any Person who is not a Related Party immediately before the consummation of such transaction that becomes a Related Party as a result of such transaction;

(11) transactions in which the Company obtains a favorable written opinion from a nationally recognized investment banking firm as to the fairness of the transaction to the Company and its Restricted Subsidiaries from a financial point of view;

(12) the granting or performance of registration rights under a customary registration rights agreement; or

(13) any transaction with a Securitization Vehicle as part of a Securitization Financing permitted under the indenture.

Designation of restricted and unrestricted subsidiaries.

(a) The Board of Directors may designate any Subsidiary, including a newly acquired or created Subsidiary or a Person becoming a Subsidiary through merger or consolidation or Investment therein, to be an Unrestricted Subsidiary if it meets the following qualifications and the designation would not cause a Default.

(1) Such Subsidiary does not own any Capital Stock of the Company or any Restricted Subsidiary (other than a Restricted Subsidiary that is contemporaneously being designated as an Unrestricted Subsidiary) or hold any Debt of, or any Lien on any property of, the Company or any Restricted Subsidiary (except to the extent permitted by the indenture).

(2) At the time of the designation, the designation would be permitted under “— Limitation on restricted payments”.

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(3) To the extent the Debt of the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof by the Company or any Restricted Subsidiary is permitted under “— Limitation on debt and disqualified or preferred stock” and “— Limitation on restricted payments”.

(4) The Subsidiary is not party to any transaction or arrangement with the Company or any Restricted Subsidiary that would not be permitted under “— Limitation on transactions with shareholders and affiliates”.

(5) Neither the Company nor any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results, except to the extent permitted by “— Limitation on debt and disqualified or preferred stock” and “— Limitation on restricted payments”.

Once so designated the Subsidiary will remain an Unrestricted Subsidiary, subject to paragraph (b).

(b) (1) A Subsidiary previously designated an Unrestricted Subsidiary which fails to meet the qualifications set forth in paragraph (a) will be deemed to become at that time a Restricted Subsidiary, subject to the consequences set forth in paragraph (d).

(2) The Board of Directors may designate an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause a Default.

(c) Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary,

(1) all existing Investments of the Company and the Restricted Subsidiaries therein (valued at the Company’s proportional share of the fair market value of its assets less liabilities) will be deemed made at that time;

(2) all existing Capital Stock or Debt of the Company or a Restricted Subsidiary held by it will be deemed Incurred at that time, and all Liens on property of the Company or a Restricted Subsidiary held by it will be deemed Incurred at that time;

(3) all existing transactions between it and the Company or any Restricted Subsidiary will be deemed entered into at that time;

(4) it is released at that time from its Note Guaranty, if any; and

(5) it will cease to be subject to the provisions of the indenture as a Restricted Subsidiary.

(d) Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary,

(1) all of its Debt and Disqualified or Preferred Stock will be deemed Incurred at that time for purposes of “— Limitation on debt and disqualified or preferred stock”, but will not be considered the sale or issuance of Equity Interests for purposes of “— Limitation on asset sales”;

(2) Investments therein previously charged under “— Limitation on restricted payments” will be credited thereunder;

(3) it may be required to issue a Note Guaranty pursuant to “— Guaranties of restricted subsidiaries”; and

(4) it will thenceforward be subject to the provisions of the indenture as a Restricted Subsidiary.

(e) Any designation by the Board of Directors of a Subsidiary as a Restricted Subsidiary or Unrestricted Subsidiary will be evidenced to the trustee by promptly filing with the trustee a copy of the Board Resolution giving effect to the designation and an Officer’s Certificate certifying that the designation complied with the foregoing provisions.

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Financial reports.

(a) Whether or not the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company must provide the trustee and Noteholders within the time periods (including any extension periods under Rule 12b-25 of the Exchange Act) specified in those sections with

(1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to annual information only, a report thereon by the Company’s certified independent accountants, and

(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports;

provided, however, that the reports set forth in clauses (1) and (2) above shall not be required to: (x) contain any certification required by any such form or the Sarbanes-Oxley Act of 2002, (y) include separate financial statements of any Guarantor or (z) include any exhibit.

In addition, whether or not required by the SEC, the Company will, if the SEC will accept the filing, file a copy of all of the information and reports referred to in clauses (1) and (2) with the SEC for public availability within the time periods specified in the SEC’s rules and regulations. If the Company had any Unrestricted Subsidiaries during the relevant period and the consolidated EBITDA of all Unrestricted Subsidiaries taken together exceeds 5% of the consolidated EBITDA of the Company and its Subsidiaries, then the Company will also provide to the trustees and the Noteholders information sufficient to ascertain the financial condition and results of operations of the Company and its Restricted Subsidiaries, excluding in all respects the Unrestricted Subsidiaries.

(b) For so long as any of the new notes remain outstanding and constitute “restricted securities” under Rule 144, the Company will furnish to the holders of the new notes, securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

For purposes of this covenant, the Company will be deemed to have furnished the all required reports and information referred to in paragraphs (a) and (b) above to the Trustee, the holders of notes, securities analysts or prospective investors as required by this covenant if it has filed the reports referred to in paragraph (a) with the SEC via the EDGAR filing system and such reports are publicly available.

The filing requirements set forth above for the applicable period may be satisfied by the Company prior to the commencement of the exchange offer or the effectiveness of the shelf registration statement by the filing with the SEC of the exchange offer registration statement and/or shelf registration statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act within the time periods set forth above. Notwithstanding anything herein to the contrary, the Company will not be deemed to have failed to comply with any of its agreements set forth under this covenant for purposes of clause (4) under “— Events of Default” and such failure shall not constitute a “Default” until 60 days after the date any report required to be provided by this covenant is due.

Reports to trustee.

The Company will deliver to the trustee

(1) within 120 days after the end of each fiscal year a certificate stating that the Company has fulfilled its obligations under the indenture or, if there has been a Default, specifying the Default and its nature and status; and

(2) as soon as possible and in any event within 30 days after the Company becomes actually aware of the occurrence of a Default, an Officers’ Certificate setting forth the details of the Default, and the action which the Company proposes to take with respect thereto.

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Consolidation, merger or sale of assets

The indenture further provides as follows regarding consolidation, merger or sale of all or substantially all of the assets of the Company or a Guarantor:

Consolidation, merger or sale of assets by the Company; No lease of all or substantially all assets.

(a) The Company will not

•  consolidate with or merge with or into any Person, or

•  sell, convey, transfer, or otherwise dispose of all or substantially all of its assets as an entirety or substantially an entirety, in one transaction or a series of related transactions, to any Person or

•  permit any Person to merge with or into the Company

unless

(1) either (x) the Company is the continuing Person or (y) the resulting, surviving or transferee Person is a Person organized and validly existing under the laws of the United States of America or any jurisdiction thereof and expressly assumes by supplemental indenture all of the obligations of the Company under the indenture and the new notes and the registration rights agreement, provided that in the case where the surviving Person is not a corporation, a co-obligor of the new notes is a corporation;

(2) immediately after giving effect to the transaction, no Default has occurred and is continuing;

(3) immediately after giving effect to the transaction on a pro forma basis, the Company or the resulting, surviving or transferee Person could Incur at least $1.00 of Debt under paragraph (a) of
“— Certain covenants — Limitation on debt and disqualified or preferred stock”; and

(4) the Company delivers to the trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the consolidation, merger or transfer and the supplemental indenture (if any) comply with the indenture;

provided, that clauses (2) and (3) do not apply (i) to the consolidation or merger, or transfer of all or substantially all the assets, of the Company with, into or to a Wholly-Owned Restricted Subsidiary or the consolidation or merger, or transfer of all or substantially all the assets, of a Wholly-Owned Restricted Subsidiary with, into or to the Company or (ii) if, in the good faith determination of the Board of Directors of the Company, whose determination is evidenced by a Board Resolution, the sole purpose of the transaction is to change the jurisdiction of incorporation of the Company or changing its legal structure to another form of Person.

(b) The Company shall not lease all or substantially all of its assets, whether in one transaction or a series of transactions, to one or more other Persons.

(c) Upon the consummation of any transaction effected in accordance with these provisions, if the Company is not the continuing Person, the resulting, surviving or transferee Person will succeed to, and be substituted for, and may exercise every right and power of, the Company under the indenture and the new notes with the same effect as if such successor Person had been named as the Company in the indenture. Upon such substitution, unless the successor is one or more of the Company’s Subsidiaries, the Company will be released and discharged in all respects from its obligations under the indenture and the new notes.

Consolidation, merger or sale of assets by a Guarantor.

No Guarantor may

•  consolidate with or merge with or into any Person, or

•  sell, convey, transfer or dispose of, all or substantially all its assets as an entirety or substantially as an entirety, in one transaction or a series of related transactions, to any Person, or

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•  permit any Person to merge with or into the Guarantor

unless

(A) the other Person is the Company or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or

(B) (1) either (x) the Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes by supplemental indenture all of the obligations of the Guarantor under its Note Guaranty; and

(2) immediately after giving effect to the transaction, no Default has occurred and is continuing; or

(C) the transaction constitutes a sale or other disposition (including by way of consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Company or a Restricted Subsidiary) otherwise permitted by the indenture.

Default and remedies

Events of default.

An “Event of Default” occurs if

(1) the Company defaults in the payment of the principal of any note when the same becomes due and payable at maturity, upon acceleration or redemption, or otherwise (other than pursuant to an Offer to Purchase);

(2) the Company defaults in the payment of interest (including any Additional Interest) on any note when the same becomes due and payable, and the default continues for a period of 30 days;

(3) the Company fails, to make an Offer to Purchase and thereafter accept and pay for notes tendered when and as required pursuant to “— Certain covenants — Repurchase of notes upon a change of control” or “— Certain covenants — Limitation on asset sales”, or the Company or any Guarantor fails to comply with “— Consolidation, merger, lease or sale of assets”;

(4) the Company defaults in the performance of or breaches any other covenant or agreement of the Company in the indenture or under the new notes and the default or breach continues for a period of 60 consecutive days after written notice (a “default notice”) to the Company by the trustee or to the Company and the trustee by the holders of 25% or more in aggregate principal amount of the new notes;

(5) there occurs with respect to any Debt of the Company or any of its Material Subsidiaries having an outstanding principal amount of $80.0 million or more in the aggregate for all such Debt of all such Persons (i) an event of default that results in such Debt being due and payable prior to its scheduled maturity or (ii) failure to make a principal payment when due and such defaulted payment is not made, waived or extended within the applicable grace period;

(6) one or more final judgments or orders of a court of competent jurisdiction for the payment of money are rendered against the Company or any of its Material Subsidiaries and are not paid or discharged, and there is a period of 60 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid or discharged against all such Persons to exceed $80.0 million (in excess of amounts which the Company’s insurance carriers have agreed to pay under applicable policies) during which a stay of enforcement, by reason of a pending appeal or otherwise, is not in effect;

(7) an involuntary case or other proceeding is commenced against the Company or any Material Subsidiary with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding remains undismissed and unstayed for a period of 60 days; or an order for relief is entered against the Company or any Material Subsidiary under the federal bankruptcy laws as now or hereafter in effect;

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(8) the Company or any of its Material Subsidiaries (i) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (ii) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any of its Material Subsidiaries or for all or substantially all of the property and assets of the Company or any of its Material Subsidiaries or (iii) effects any general assignment for the benefit of creditors (an event of default specified in clause (7) or (8) a “bankruptcy default”); or

(9) any Note Guaranty ceases to be in full force and effect, other than in accordance the terms of the indenture, or a Guarantor denies or disaffirms its obligations under its Note Guaranty.

Consequences of an event of default.

If an Event of Default, other than a bankruptcy default with respect to the Company, occurs and is continuing under the indenture, the trustee or the holders of at least 25% in aggregate principal amount of the new notes then outstanding, by written notice to the Company (and to the trustee if the notice is given by the holders), may, and the trustee at the request of such holders shall, declare the principal of and accrued interest on the new notes to be immediately due and payable. Upon a declaration of acceleration, such principal and interest will become immediately due and payable. If a bankruptcy default occurs with respect to the Company, the principal of and accrued interest on the new notes then outstanding will become immediately due and payable without any declaration or other act on the part of the trustee or any holder.

The holders of a majority in principal amount of the outstanding new notes by written notice to the Company and to the trustee may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if

(1) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the new notes that have become due solely by the declaration of acceleration, have been cured or waived, and

(2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Except as otherwise provided in “— Consequences of an event of default” or “— Amendments and waivers — Amendments with consent of holders,” the holders of a majority in principal amount of the outstanding new notes may, by notice to the trustee, waive an existing Default or Event of Default and its consequences. Upon such waiver, the Default will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured, but no such waiver will extend to any subsequent or other Default or impair any right consequent thereon.

The holders of a majority in principal amount of the outstanding new notes may direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee. However, the trustee may refuse to follow any direction that conflicts with law or the indenture, that may involve the trustee in personal liability, or that the trustee determines in good faith may be unduly prejudicial to the rights of holders of notes not joining in the giving of such direction, and may take any other action it deems proper that is not inconsistent with any such direction received from holders of notes.

A holder may not institute any proceeding, judicial or otherwise, with respect to the indenture or the new notes, or for the appointment of a receiver or trustee, or for any other remedy under the indenture or the new notes, unless:

(1) the holder has previously given to the trustee written notice of a continuing Event of Default;

(2) holders of at least 25% in aggregate principal amount of outstanding notes have made written request to the trustee to institute proceedings in respect of the Event of Default in its own name as trustee under the indenture;

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(3) holders have offered to the trustee indemnity reasonably satisfactory to the trustee against any costs, liabilities or expenses to be Incurred in compliance with such request;

(4) the trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(5) during such 60-day period, the holders of a majority in aggregate principal amount of the outstanding new notes have not given the trustee a direction that is inconsistent with such written request.

Notwithstanding anything to the contrary, the right of a holder of a note to receive payment of principal of or interest on its note on or after the Stated Maturities thereof, or to bring suit for the enforcement of any such payment on or after such dates, may not be impaired or affected without the consent of that holder.

If any Default occurs and is continuing and is known to the trustee, the trustee will send notice of the Default to each holder within 90 days after it occurs, unless the Default has been cured; provided that, except in the case of a default in the payment of the principal of or interest on any note, the trustee may withhold the notice if and so long as the board of directors, the executive committee or a trust committee of directors of the trustee in good faith determine that withholding the notice is in the interest of the holders.

No liability of directors, officers, employees, incorporators, members and stockholders

No director, officer, employee, incorporator, member or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or such Guarantor under the new notes, any Note Guaranty or the indenture or for any claim based on, in respect of, or by reason of, such obligations. Each holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the new notes. This waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

Amendments and waivers

Amendments without consent of holders.

The Company and the trustee may amend or supplement the indenture or the new notes without notice to or the consent of any noteholder

(1) to cure or reform any ambiguity, defect, mistake, manifest error, omission or inconsistency in the indenture or the new notes;

(2) to comply with “— Certain covenants — Consolidation, merger, lease and sale of assets”;

(3) to comply with any requirements of the SEC in connection with the qualification of the indenture under the Trust Indenture Act or otherwise;

(4) to evidence and provide for the acceptance of an appointment by a successor trustee;

(5) to provide for uncertificated notes in addition to or in place of certificated notes, provided that the uncertificated notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated notes are described in Section 163(f)(2)(B) of the Code;

(6) to provide for any Guarantee of the new notes, to secure the new notes or to confirm and evidence the release, termination or discharge of any Guarantee of or Lien securing the new notes when such release, termination or discharge is permitted by the indenture;

(7) to provide for or confirm the issuance of additional notes;

(8) to add to the covenants of the Company for the benefit of the Noteholders or to surrender any right or power conferred upon the Company;

(9) to provide additional rights or benefits to the Holders or to make any other change that does not materially and adversely affect the rights of any holder; or

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(10) to conform the text of the indenture or the new notes to any provision of this “Description of Notes”.

Amendments with consent of holders.

(a) Except as otherwise provided in “— Default and remedies — Consequences of a default” or paragraph (b), the Company and the trustee may amend or supplement the indenture and/or the new notes with the written consent of the holders of a majority in principal amount of the outstanding new notes and the holders of a majority in principal amount of the outstanding new notes may waive future compliance by the Company with any provision of the indenture or the new notes.

(b) Notwithstanding the provisions of paragraph (a), without the consent of each holder affected, an amendment or waiver may not

(1) reduce the principal amount of or change the Stated Maturity of any installment of principal of any note,

(2) reduce the rate of or change the Stated Maturity of any interest payment on any note,

(3) reduce the amount payable upon the redemption of any note or change the time of any mandatory redemption or, in respect of an optional redemption, the times at which any note may be redeemed or, once notice of redemption has been given, the time at which it must thereupon be redeemed,

(4) after the time an Offer to Purchase is required to have been made, reduce the purchase amount or purchase price, or extend the latest expiration date or purchase date thereunder,

(5) make any note payable in money other than that stated in the new note,

(6) impair the right of any holder of notes to receive any principal payment or interest payment on such holder’s notes, on or after the Stated Maturity thereof, or to institute suit for the enforcement of any such payment,

(7) make any change in the percentage of the principal amount of the new notes required for amendments or waivers, or

(8) modify or change any provision of the indenture affecting the ranking of the new notes or any Note Guaranty in a manner adverse to the holders of the new notes.

It is not necessary for noteholders to approve the particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof.

Neither the Company nor any of its Subsidiaries or Affiliates may, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the indenture or the new notes unless such consideration is offered to be paid or agreed to be paid to all holders of the new notes that consent, waive or agree to amend such term or provision within the time period set forth in the solicitation documents relating to the consent, waiver or amendment.

Defeasance and discharge

The Company may discharge its obligations under the new notes and the indenture by irrevocably depositing in trust with the trustee money or U.S. Government Obligations sufficient to pay principal of and interest on the new notes to maturity or redemption within sixty days, subject to meeting certain other conditions.

The Company may also elect to

(1) discharge most of its obligations in respect of the new notes and the indenture, not including obligations related to the defeasance trust or to the replacement of notes or its obligations to the trustee (“legal defeasance”) or

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(2) discharge its obligations under most of the covenants and under clauses (3) and (4) of “— Consolidation, merger, lease or sale of assets” (and the events listed in clauses (3), (4), (5), (6) and (9) under “— Default and remedies — Events of default” will no longer constitute Events of Default) (“covenant defeasance”)

by irrevocably depositing in trust with the trustee money or U.S. Government Obligations sufficient to pay principal of and interest on the new notes to maturity or redemption and by meeting certain other conditions, including delivery to the trustee of either a ruling received from the Internal Revenue Service or an Opinion of Counsel to the effect that the holders will not recognize income, gain or loss for federal income tax purposes as a result of the defeasance and will be subject to federal income tax on the same amount and in the same manner and at the same times as would otherwise have been the case. In the case of legal defeasance, such an opinion could not be given absent a change of law after the date of the indenture.

In the case of either discharge or defeasance, the Note Guaranties, if any, will terminate.

Concerning the trustee

U.S. Bank National Association, Corporate Trust Services is the trustee under the indenture.

Except during the continuance of an Event of Default, the trustee need perform only those duties that are specifically set forth in the indenture and no others, and no implied covenants or obligations will be read into the indenture against the trustee. In case an Event of Default has occurred and is continuing, the trustee shall exercise those rights and powers vested in it by the indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his own affairs. No provision of the indenture will require the trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties thereunder, or in the exercise of its rights or powers, unless it receives indemnity satisfactory to it against any loss, liability or expense.

The indenture and provisions of the Trust Indenture Act incorporated by reference therein contain limitations on the rights of the trustee, should it become a creditor of any obligor on the new notes, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee is permitted to engage in other transactions with the Company and its Affiliates; provided that if it acquires any conflicting interest it must either eliminate the conflict within 90 days, apply to the SEC for permission to continue or resign.

Form, denomination and registration of notes

The new notes will be issued in registered form, without interest coupons, in denominations of $2,000 and integral multiples of $1,000 in excess thereof, in the form of both global notes and certificated notes, as further provided below. Notes sold in reliance upon Regulation S under the Securities Act have been represented by an offshore global note. During the 40-day distribution compliance period as defined in Regulation S (the “Restricted Period”), the offshore global note have been represented exclusively by a temporary offshore global note. After the Restricted Period, beneficial interests in the temporary offshore global note will be exchangeable for beneficial interests in a permanent offshore global note, subject to the certification requirements described under “— Global notes.” No payments of principal, interest or premium will be paid to holders of a beneficial interest in the temporary offshore global note until exchanged or transferred for an interest in another global note or certificated note. Notes sold in reliance upon Rule 144A under the Securities Act have been represented by the U.S. global note.

The trustee is not required (i) to issue, register the transfer of or exchange any note for a period of seven days before a selection of notes to be redeemed or purchased pursuant to an Offer to Purchase, (ii) to register the transfer of or exchange any note so selected for redemption or purchase in whole or in part, except, in the case of a partial redemption or purchase, that portion of any note not being redeemed or purchased, or (iii) if a redemption or a purchase pursuant to an Offer to Purchase is to occur after a regular record date but on or before the corresponding interest payment date, to register the transfer or exchange of any note on or after the regular record date and before the date of redemption or purchase.

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No service charge will be imposed in connection with any transfer or exchange of any note, but the Company may in general require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith.

Global notes

Global notes will be deposited with a custodian for DTC, and registered in the name of a nominee of DTC. Beneficial interests in the global notes will be shown on records maintained by DTC and its direct and indirect participants. So long as DTC or its nominee is the registered owner or holder of a global note, DTC or such nominee will be considered the sole owner or holder of the notes represented by such global note for all purposes under the indenture and the notes. No owner of a beneficial interest in a global note will be able to transfer such interest except in accordance with DTC’s applicable procedures and the applicable procedures of its direct and indirect participants.

Any beneficial interest in one global note that is transferred to a Person who takes delivery in the form of an interest in another global note will, upon transfer, cease to be an interest in such global note and become an interest in the other global note and, accordingly, will thereafter be subject to all transfer restrictions applicable to beneficial interests in such other global note for as long as it remains such an interest.

The Company will apply to DTC for acceptance of the global notes in its book-entry settlement system. Investors may hold their beneficial interests in the global notes directly through DTC if they are participants in DTC, or indirectly through organizations which are participants in DTC.

Payments of principal and interest under each global note will be made to DTC’s nominee as the registered owner of such global note. The Company expects that the nominee, upon receipt of any such payment, will immediately credit DTC participants’ accounts with payments proportional to their respective beneficial interests in the principal amount of the relevant global note as shown on the records of DTC. The Company also expects that payments by DTC participants to owners of beneficial interests will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such participants, and none of the Company, the trustee, the custodian or any paying agent or registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial interests in any global note or for maintaining or reviewing any records relating to such beneficial interests.

Certificated notes

If DTC notifies the Company that it is unwilling or unable to continue as depositary for a global note and a successor depositary is not appointed by the Company within 90 days of such notice, or an Event of Default has occurred and the trustee has received a request from DTC, the trustee will exchange each beneficial interest in that global note for one or more certificated notes registered in the name of the owner of such beneficial interest, as identified by DTC.

Same day settlement and payment

The indenture requires that payments in respect of the new notes represented by the global notes be made by wire transfer of immediately available funds to the accounts specified by holders of the global notes. With respect to notes in certificated form, the Company will make all payments by wire transfer of immediately available funds to the accounts specified by the holders thereof or, if no such account is specified, by mailing a check to each holder’s registered address.

The notes represented by the global notes are expected to be eligible to trade in the PORTAL market and to trade in DTC’s Same-Day Funds Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds. The Company expects that secondary trading in any certificated notes will also be settled in immediately available funds.

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Governing law

The indenture, including any Note Guaranties, and the new notes shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain definitions

“Acquired Debt” means Debt of a Person (x) existing at the time the Person merges with or into or becomes a Restricted Subsidiary or (y) assumed in connection with the acquisition of assets from such Person, in each case not Incurred in connection with, or in contemplation of, the Person merging with or into or becoming a Restricted Subsidiary or such acquisition of assets; provided, however, that Debt of such acquired Person or assumed in connection with such acquisition of assets that is redeemed, defeased, retired or otherwise repaid at the time of or immediately upon consummation of the transactions by which such Person merges with or into or becomes a Restricted Subsidiary of such Person or such assets are acquired shall not be Acquired Debt.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”) with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. For the avoidance of doubt, Fidelity National Financial, Inc. and, from and after the Spin-Off, Fidelity National Information Services, Inc. and each of their respective Subsidiaries shall not be deemed to be Affiliates of the Company or any of its Restricted Subsidiaries solely due to overlapping officers or directors.

“Applicable Premium” means, with respect to any notes on any Redemption Date, the greater of:

(1) 1.0% of the principal amount of such notes, and

(2) the excess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of such notes at July 1, 2011 (such redemption price being set forth in the table appearing above under “Optional Redemption”), plus (ii) all required remaining scheduled interest payments due on such notes through July 1, 2011, computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over (b) the principal amount of such notes.

“Asset Sale” means any sale, lease, transfer or other disposition of any assets by the Company or any Restricted Subsidiary, including by means of a merger, consolidation or similar transaction and including any sale or issuance of the Equity Interests (other than directors’ qualifying shares or to the extent required by applicable law) of any Restricted Subsidiary (each of the above referred to as a “disposition”), provided that the following are not included in the definition of “Asset Sale”:

(1) a disposition to the Company or a Restricted Subsidiary, including the sale or issuance by the Company or any Restricted Subsidiary of any Equity Interests of any Restricted Subsidiary to the Company or any Restricted Subsidiary;

(2) the disposition by the Company or any Restricted Subsidiary in the ordinary course of business of (i) cash and cash management investments, including without limitation investments held pursuant to Cash Management Practices, (ii) inventory and other assets acquired and held for resale in the ordinary course of business, (iii) damaged, surplus, worn out or obsolete assets, or (iv) rights granted to others pursuant to leases or licenses;

(3) the sale or discount of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof or the conversion or exchange of accounts receivable for notes receivable;

(4) a transaction covered by “— Consolidation, merger, lease or sale of assets” or any disposition constituting a Change of Control;

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(5) a Restricted Payment permitted under “— Certain covenants — Limitation on restricted payments” or a Permitted Investment;

(6) a Sale and Leaseback Transaction, provided that at least 75% of the consideration paid to the Company or the Restricted Subsidiary for such Sale and Leaseback Transaction consists of cash received at closing;

(7) the issuance of Disqualified or Preferred Stock pursuant to “— Certain covenants — Limitation on debt and disqualified or preferred stock”,

(8) leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not materially interfere with the business of the Company or any Restricted Subsidiary;

(9) dispositions in the ordinary course of business consisting of the abandonment of intellectual property which, in the reasonable good faith determination of the Company, are not material to the conduct of the business of the Company or any Restricted Subsidiary;

(10) dispositions of real property and related assets in the ordinary course of business in connection with relocation activities for directors, officers, members of management, employees or consultants of the Company or any Restricted Subsidiary;

(11) dispositions of tangible property in the ordinary course of business as part of a like-kind exchange under Section 1031 of the Code;

(12) the creation of Permitted Liens and dispositions in connection with Permitted Liens;

(13) the issuance of Preferred Stock by a Guarantor that is permitted by the indenture;

(14) the unwinding of obligations under Hedging Agreements;

(15) any “fee in lieu” or other disposition of assets to any governmental authority or agency that continue in use by the Company or any Restricted Subsidiary, so long as the Company or any Restricted Subsidiary may obtain title to such assets upon reasonable notice by paying a nominal fee;

(16) any disposition arising from foreclosure, condemnation or similar action with respect to any property or other assets, or exercise of termination rights under any lease, license, concession or other agreement;

(17) any disposition of securities of an Unrestricted Subsidiaries and any disposition of a Permitted Investment (other than Equity Interests of any Restricted Subsidiary) made by the Company or any Restricted Subsidiary after the Issue Date, if such Permitted Investment was (a) received in exchange for, or purchased out of the Net Cash Proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of, Qualified Equity Interests of the Company or (b) received in the form of, or was purchased from the proceeds of, a substantially concurrent contribution of common equity capital to the Company; provided that any such proceeds or contributions in clauses (a) or (b) shall be excluded from clause (3) for the first paragraph under “— Limitation on restricted payments”;

(18) any dispositions of Securitization Assets (or a fractional undivided interest therein) in a Securitization Financing permitted under the indenture; or

(19) any disposition in a transaction or series of related transactions of assets with a fair market value of less than $15.0 million.

“Attributable Debt” means, in respect of a Sale and Leaseback Transaction the present value, discounted at the interest rate implicit in the Sale and Leaseback Transaction, of the total obligations of the lessee for rental payments during the remaining term of the lease in the Sale and Leaseback Transaction.

“Average Life” means, as of the date of determination, with respect to any Debt or Preferred Stock, the quotient obtained by dividing (i) the sum of the products of (x) the number of years (calculated to the nearest one-twelfth) from the date of determination to the dates of each successive scheduled principal payment of

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such Debt or redemption or similar payment with respect to such Preferred Stock and (y) the respective amounts of such payments by (ii) the sum of all such payments.

“Business Day” means each day which is not a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York or place of payment.

“Capital Lease” means, with respect to any Person, any lease of any property which, in conformity with GAAP, is required to be capitalized on the balance sheet of such Person.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Cash Equivalents” means

(1) United States dollars, or money in other currencies received in the ordinary course of business,

(2) U.S. Government Obligations or certificates representing an ownership interest in U.S. Government Obligations with maturities not exceeding one year from the date of acquisition,

(3) securities issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof having maturities of not more than 12 months from the date of acquisition thereof and, at the time of acquisition, having a rating of at least “A-2” or “P-2” (or long-term ratings of at least “A3” or “A−”) from either S&P or Moody’s, or, with respect to municipal bonds, a rating of at least MIG 2 or VMIG 2 from Moody’s (or the equivalent thereof),

(4) (i) demand deposits, (ii) time deposits and certificates of deposit with maturities of one year or less from the date of acquisition, (iii) domestic and eurodollar certificates of bankers’ acceptances with maturities not exceeding one year from the date of acquisition, and (iv) overnight bank deposits, in each case with any bank or trust company organized or licensed under the laws of the United States or any state thereof having capital, surplus and undivided profits in excess of $500 million whose short-term debt is rated “A-2” or higher by S&P or “P-2” or higher by Moody’s,

(5) repurchase obligations with a term of not more than thirty days for underlying securities of the type described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above,

(6) commercial paper maturing not more than 12 months after the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 or P-1 from either S&P or Moody’s and commercial paper maturing not more than 90 days after the creation thereof and, at the time of acquisition, having a rating of at least A-2 or P-2 from either S&P or Moody’s,

(7) money market funds at least 95% of the assets of which consist of investments of the type described in clauses (1) through (6) above,

(8) fixed maturity securities which are rated BBB- and above by S&P or Baa3 and above by Moody’s; provided that the aggregate amount of Investments by any Person in fixed maturity securities which are rated BBB+, BBB or BBB- by S&P or Baa1, Baa2 or Baa3 by Moody’s shall not exceed 10% of the aggregate amount of Investments in fixed maturity securities by such Person, and

(9) in the case of a Foreign Restricted Subsidiary, substantially similar investments, of comparable credit quality, denominated in the currency of any jurisdiction in which such person conducts business.

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“Cash Management Practices” means the cash, Cash Equivalent and short-term investment management practices of the Company and its Restricted Subsidiaries as approved by the board of directors or chief financial officer of the Company from time to time, including any Debt of the Company and its Restricted Subsidiaries having a maturity of 92 days or less representing borrowings from any financial institution with which the Company and its Restricted Subsidiaries have a depository or other investment relationship in connection with such practices (or any Affiliate of such financial institution), which borrowings may be secured by the cash, Cash Equivalents and other short-term investments purchased by the relevant Person with the proceeds of such borrowings.

“Change of Control” means:

(1) the merger or consolidation of the Company with or into another Person or the merger of another Person with or into the Company or the merger of any Person with or into a Subsidiary of the Company if Capital Stock of the Company is issued in connection therewith, or the sale of all or substantially all the assets of the Company to another Person, unless holders of a majority of the aggregate voting power of the Voting Stock of the Company, immediately prior to such transaction, hold securities of the surviving or transferee Person that represent, immediately after such transaction, at least a majority of the aggregate voting power of the Voting Stock of the surviving Person;

(2) any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as such term is used in Rules 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company;

(3) during any period of twelve consecutive months, individuals who on the Issue Date (after giving effect to the Spin-off) constituted the board of directors of the Company, together with any new directors whose election by the board of directors or whose nomination for election by the stockholders of the Company was approved by a majority of the directors then still in office who were either directors or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the board of directors of the Company then in office; or

(4) the adoption of a plan relating to the liquidation or dissolution of the Company.

“Common Stock” means Capital Stock not entitled to any preference on dividends or distributions, upon liquidation or otherwise.

“Consolidated Net Income” means, as of any date for the applicable period ending on such date with respect to any Person and its Restricted Subsidiaries on a consolidated basis, net income (excluding, without duplication, (i) extraordinary items and (ii) any amounts attributable to Investments in any Joint Venture to the extent that (A) such amounts were not earned by such Joint Venture during the applicable period, (B) there exists any legal or contractual encumbrance or restriction on the ability of such Joint Venture to pay dividends or make any other distributions in cash on the Equity Interests of such Joint Venture held by such Person and its Subsidiaries, but only to the extent so encumbered or restricted or (C) such Person does not have the right to receive or the ability to cause to be distributed its pro rata share of all earnings of such Joint Venture) as determined in accordance with GAAP; provided that Consolidated Net Income for any such period shall not include:

(1) the net income (but not loss) of any non-Guarantor Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such non-Guarantor Restricted Subsidiary of such net income would not have been permitted for the relevant period by charter or by any agreement; instrument; judgment, decree, order, statue, rule or governmental regulation applicable to such non-Guarantor Restricted Subsidiary;

(2) the cumulative effect of a change in accounting principles during such period;

(3) any net after-tax income or loss (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of Debt;

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(4) any non-cash charges resulting from mark-to-market accounting relating to Equity Interests; and

(5) any non-cash impairment charges resulting from the application of Statement of Financial Accounting Standards No. 142 — Goodwill and Other Intangibles and No. 144 — Accounting for the Impairment or Disposal of Long-Lived Assets and the amortization of intangibles including arising pursuant to Statement of Financial Accounting Standards No. 141 — Business Combinations.

“Credit Agreement” means the credit agreement, dated as of July 2, 2008, among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, together with any related documents (including any security documents and guarantee agreements), any notes and letters of credit issued pursuant thereto and any guarantee and collateral agreements, mortgages or letter of credit applications and other guarantees, pledge agreements, security agreements and collateral documents, in each case as the same may be amended, supplemented, waived or otherwise modified from time to time, or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time (whether in whole or in part, whether with the original banks, lenders or institutions or other banks, lenders or institutions or otherwise, and whether provided under one or more other credit agreements, indentures (including the indenture governing the new notes), financing agreements or otherwise). Without limiting the generality of the foregoing, the term “Credit Agreement” shall include any agreement (i) changing the maturity of any Debt Incurred thereunder or contemplated thereby, (ii) adding Subsidiaries as additional borrowers or guarantors thereunder, (iii) increasing the amount of Debt Incurred thereunder or available to be borrowed thereunder or (iv) otherwise altering the terms and conditions thereof.

“Credit Facilities” means one or more of (i) the Credit Agreement, and (ii) any other facilities or arrangements designated by the Company, in each case with one or more banks or other lenders or institutions providing for one or more revolving credit loans, term loans, any Securitization Financing, receivables financings (including without limitation through the sale of receivables to such institutions or to special purpose entities formed to borrow from such institutions against such receivables or the creation of any Liens in respect of such receivables in favor of such institutions), letters of credit or other Debt, in each case, including all agreements, instruments and documents executed and delivered pursuant to or in connection with any of the foregoing, including but not limited to any notes and letters of credit issued pursuant thereto and any guarantee and collateral agreement, mortgages or letter of credit applications and other guarantees, pledge agreements, security agreements and collateral documents, in each case as the same may be amended, supplemented, waived or otherwise modified from time to time, or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time (whether in whole or in part, whether with the original banks, lenders or institutions or other banks, lenders or institutions or otherwise, and whether provided under any original Credit Facility or one or more other credit agreements, indentures (including the indenture governing the new notes), financing agreements or other Credit Facilities or otherwise). Without limiting the generality of the foregoing, the term “Credit Facility” shall include any agreement (i) changing the maturity of any Debt Incurred thereunder or contemplated thereby, (ii) adding Subsidiaries as additional borrowers or guarantors thereunder, (iii) increasing the amount of Debt Incurred thereunder or available to be borrowed thereunder or (iv) otherwise altering the terms and conditions thereof.

“Debt” means, with respect to any Person at any date of determination, without duplication,

(1) all indebtedness of such Person for borrowed money;

(2) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(3) all obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments, excluding obligations in respect of trade letters of credit or bankers’ acceptances issued in respect of trade payables to the extent not drawn upon or presented, or, if drawn upon or presented, the resulting obligation of the Person is paid within 20 Business Days;

(4) all obligations of such Person to pay the deferred and unpaid purchase price of property or services which are recorded as liabilities under GAAP, excluding trade payables arising in the ordinary course of business;

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(5) all obligations of such Person as lessee under Capital Leases;

(6) indebtedness or similar financing obligations of such Person under any Securitization Financing;

(7) the principal component of all Debt of other Persons Guaranteed by such Person to the extent so Guaranteed by such Person;

(8) all Debt of other Persons secured by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person; and

(9) all obligations of such Person under Hedging Agreements.

The amount of Debt of any Person will be deemed to be:

(A) with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation;

(B) with respect to Debt secured by a Lien on an asset of such Person but not otherwise the obligation, contingent or otherwise, of such Person, the lesser of (x) the fair market value of such asset on the date the Lien attached and (y) the amount of such Debt;

(C) with respect to any Debt issued with original issue discount, the face amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt;

(D) with respect to any Hedging Agreement, the net amount payable if such Hedging Agreement terminated at that time due to default by such Person; and

(E) otherwise, the outstanding principal amount thereof together with any interest thereon that is more than 30 days past due.

The accrual of interest, accrual of dividends, the accretion of accreted value, the payment of interest in the form of additional Debt, and the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock will not be deemed to be an Incurrence of Debt for purposes of “— Certain covenants — Limitation on debt and disqualified or preferred stock” provided that such accruals, accretion or payment will constitute Fixed Charges.

“Default” means any event that is, or after notice or passage of time or both would be, an Event of Default.

“Disqualified Equity Interests” means Equity Interests that by their terms or upon the happening of any event are

(1) required to be redeemed or redeemable at the option of the holder prior to the Stated Maturity of the new notes for consideration other than Qualified Equity Interests, or

(2) convertible at the option of the holder into Disqualified Equity Interests or exchangeable for Debt (excluding Capital Stock which is convertible or exchangeable solely at the option of the Company or a Restricted Subsidiary);

provided that Equity Interests will not constitute Disqualified Equity Interests solely because of provisions giving holders thereof the right to require repurchase or redemption upon an “asset sale” or “change of control” occurring prior to the Stated Maturity of the new notes if those provisions

(A) are no more favorable to the holders than “— Certain covenants — Limitation on asset sales” and “— Certain covenants — Repurchase of notes upon a change of control”, and

(B) specifically state that repurchase or redemption pursuant thereto will not be required prior to the Company’s repurchase of the new notes as required by the indenture.

‘‘Disqualified Stock” means Capital Stock constituting Disqualified Equity Interests.

“Domestic Restricted Subsidiary” means any Restricted Subsidiary formed under the laws of the United States of America or any jurisdiction thereof.

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“EBITDA” means, for any period, the sum of:

(1) Consolidated Net Income, plus

(2) Fixed Charges, to the extent deducted in calculating Consolidated Net Income, including letter of credit fees, plus

(3) to the extent deducted in calculating Consolidated Net Income and as determined on a consolidated basis for the Company and its Restricted Subsidiaries in conformity with GAAP:

(A) income, franchise and similar taxes, other than income taxes or income tax adjustments (whether positive or negative) attributable to Asset Sales, extinguishment of Debt or extraordinary gains or losses; and

(B) depreciation, amortization (including amortization of financing costs, intangibles, goodwill and organization costs) and all other non-cash items reducing Consolidated Net Income (not including non-cash charges in a period which reflect cash expenses paid or to be paid in another period), less all non-cash items increasing Consolidated Net Income;

provided that, with respect to any Restricted Subsidiary, the items set forth in (A) and (B) above will be added only to the extent and in the same proportion that the relevant Restricted Subsidiary’s net income was included in calculating Consolidated Net Income, plus

(4) net after-tax losses attributable to Asset Sales outside the ordinary course of business, to the extent reducing Consolidated Net Income, plus

(5) non-recurring charges so long as such charges do not exceed $10.0 million during any fiscal year, plus

(6) to the extent covered by insurance, expenses with respect to liability or casualty events or business interruption, plus

(7) to the extent actually reimbursed, expenses Incurred to the extent covered by indemnification provisions in any agreement in connection with an Investment, plus

(8) cash expenses Incurred in connection with the Spin-Off or any Investment permitted under “— Certain covenants — Limitation on restricted payments”, the issuance and sale of Qualified Equity Interests or the issuance or refinancing of Debt (in each case, whether or not consummated), minus

(9) an amount which, in the determination of Consolidated Net Income, has been included for:

(i) (A) non-cash gains (other than with respect to cash actually received) and (B) all extraordinary gains, and

(ii) any gains realized upon an Asset Sale of property outside of the ordinary course of business, plus/minus

(10) unrealized losses/gains in respect of Swap Contracts.

“Equity Interests” means all Capital Stock and all warrants, profits, interests, equity appreciation rights or options with respect to, or other rights to purchase, Capital Stock, but excluding Debt convertible into equity.

“Equity Offering” means (i) an underwritten primary public offering, after the Issue Date, of Qualified Stock of the Company pursuant to an effective registration statement under the Securities Act other than an issuance registered on Form S-4 or S-8 or any successor thereto or any issuance pursuant to employee benefit plans or otherwise in compensation to officers, directors or employees or (ii) a sale of Capital Stock of any Person proceeds of which are contributed to the equity capital of the Company or any of Restricted Subsidiary.

“Exchange Companies” means Investment Property Exchange Services, Inc. and any other Restricted Subsidiaries that are engaged in like-kind-exchange operations.

“FIS” means Fidelity National Information Services, Inc.

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“Fixed Charge Coverage Ratio” means, on any date (the “transaction date”), the ratio of

(x) the aggregate amount of EBITDA for the four fiscal quarters immediately prior to the transaction date for which internal financial statements are available (the “reference period”) to

(y) the aggregate Fixed Charges during such reference period.

In making the foregoing calculation the following adjustments shall be made:

(1) Incurrence of Debt:  If the Company or any Restricted Subsidiary has Incurred any Debt since the beginning of the reference period that remains outstanding on the transaction date or if the transaction giving rise to the need to calculate the Fixed Charge Coverage Ratio is an Incurrence of Debt, EBITDA and Interest Expense for the reference period will be calculated after giving effect on a pro forma basis to such Debt as if such Debt had been Incurred on the first day of the reference period (except that in making such computation, the amount of Debt under any revolving credit facility outstanding on the date of such calculation will be deemed to be (i) the average daily balance of such Debt during such four fiscal quarters or such shorter period for which such facility was outstanding or (ii) if such facility was created after the end of such four fiscal quarters, the average daily balance of such Debt during the period from the date of creation of such facility to the date of such calculation) and the discharge of any other Debt repaid, repurchased, defeased or otherwise discharged with the proceeds of such new Debt as if such discharge had occurred on the first day of the reference period; or

(2) Discharge of Debt.  If the Company or any Restricted Subsidiary has repaid, repurchased, defeased or otherwise discharged any Debt since the beginning of the period that is no longer outstanding on the transaction date or if the transaction giving rise to the need to calculate the Fixed Charge Coverage Ratio involves a discharge of Debt (in each case other than Debt Incurred under any revolving credit facility unless such Debt has been permanently repaid and the related commitment terminated), EBITDA and Interest Expense for the reference period will be calculated after giving effect on a pro forma basis to such repayment, repurchase, defeasance or other discharge of such Debt, including with the proceeds of such new Debt, as if such discharge had occurred on the first day of the reference period;

(3) Sales.  If since the beginning of the reference period the Company or any Restricted Subsidiary will have made any Asset Sale or disposed of any company, division, operating unit, segment, business, group of related assets or line of business or if the transaction giving rise to the need to calculate the Fixed Charge Coverage Ratio is such an Asset Sale:

(a) the EBITDA for the reference period will be reduced by an amount equal to the EBITDA (if positive) directly attributable to the assets which are the subject of such disposition for the reference period or increased by an amount equal to the EBITDA (if negative) directly attributable thereto for the reference period; and

(b) Interest Expense for the reference period will be reduced by an amount equal to the Interest Expense directly attributable to any Debt of the Company or any Restricted Subsidiary repaid, repurchased, defeased or otherwise discharged (including, but not limited to, through the assumption of such Debt by another Person if the Company and its Restricted Subsidiaries are no longer liable for such Debt after the assumption thereof) with respect to the Company and its continuing Restricted Subsidiaries in connection with such disposition for the reference period (or, if the Capital Stock of any Restricted Subsidiary is sold, the Interest Expense for the reference period directly attributable to the Debt of such Restricted Subsidiary to the extent the Company and its continuing Restricted Subsidiaries are no longer liable for such Debt after such sale);

(4) Purchases.  If since the beginning of the reference period the Company or any Restricted Subsidiary (by merger or otherwise) will have made an Investment in any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary or is merged with or into the Company) or an acquisition of assets, including any acquisition of assets occurring in connection with a transaction causing a calculation to be made hereunder, which constitutes all or substantially all of a company, division, operating unit, segment, business, group of related assets or line of business, EBITDA (plus adjustments

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which will only include annualized cost savings achievable within one year and which shall be itemized in an Officer’s Certificate delivered to the Trustee by the chief financial officer of the Company) and Interest Expense for the reference period will be calculated after giving pro forma effect thereto (including the Incurrence of any Debt) as if such Investment or acquisition occurred on the first day of the reference period; and

(5) Adjustments for Acquired Person.  If since the beginning of the reference period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of the reference period) will have Incurred any Debt or discharged any Debt, made any Asset Sale or any Investment or acquisition of assets that would have required an adjustment pursuant to clause (3) or (4) above if made by the Company or a Restricted Subsidiary during the reference period, EBITDA and Interest Expense for the reference period will be calculated after giving pro forma effect thereto as if such transaction occurred on the first day of the reference period.

For purposes of this definition, whenever pro forma effect is to be given to any calculation under this definition, the pro forma calculations will be determined in good faith by a responsible financial or accounting officer of the Company (including pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Securities Act). If any Debt bears a floating rate of interest and is being given pro forma effect, the interest expense on such Debt will be calculated as if the rate in effect on the transaction date had been the applicable rate for the entire reference period (taking into account any Hedging Agreement applicable to such Debt if such Interest Rate Agreement has a remaining term in excess of 12 months). If any Debt that is being given pro forma effect bears an interest rate at the option of the Company or any Restricted Subsidiary, the interest rate shall be calculated by applying such optional rate chosen by the Company or such Restricted Subsidiary.

“Fixed Charges” means, for any period, the sum (without duplication) of

(1) Interest Expense for such period; and

(2) the product of

(x) cash and non-cash dividends paid, declared, accrued or accumulated on any Disqualified or Preferred Stock of the Company or a Restricted Subsidiary, except for dividends payable in the Company’s Qualified Stock or paid to the Company or to a Restricted Subsidiary, and

(y) a fraction (expressed as a decimal), the numerator of which is one and the denominator of which is one minus the sum of the currently effective combined Federal, state, local and foreign tax rate applicable to the Company and its Restricted Subsidiaries.

“Foreign Restricted Subsidiary” means any Restricted Subsidiary that is not a Domestic Restricted Subsidiary.

“GAAP” means generally accepted accounting principles in the United States of America as in effect as of the Issue Date.

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (ii) entered into for purposes of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect such obligee against loss in respect thereof, in whole or in part; provided that the term “Guarantee” does not include endorsements for collection or deposit in the ordinary course of business or customary and reasonable indemnity obligations in effect on the Issue Date or entered into in connection with any acquisition of assets or any Asset Sale permitted by the indenture. The term “Guarantee” used as a verb has a corresponding meaning.

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“Guarantor” means (i) each Domestic Restricted Subsidiary of the Company that guarantees Debt under the Credit Agreement on the Issue Date and (ii) each Domestic Restricted Subsidiary that executes a supplemental indenture in the form of Exhibit B to the indenture providing for the guaranty of the payment of the new notes, or any successor obligor under its Note Guaranty pursuant to ‘‘— Consolidation, merger, lease and sale of assets”, in each case unless and until such Guarantor is released from its Note Guaranty pursuant to the indenture.

“Hedging Agreement” means (i) any interest rate swap agreement, interest rate cap agreement or other agreement designed to protect against fluctuations in interest rates, (ii) any foreign exchange forward contract, currency swap agreement or other agreement designed to protect against fluctuations in foreign exchange rates, or (iii) any Swap Contract.

“Incur” means, with respect to any Debt or Capital Stock, to incur, create, issue, assume or Guarantee such Debt or Capital Stock. If any Person becomes a Restricted Subsidiary on any date after the date of the indenture (including by redesignation of an Unrestricted Subsidiary or failure of an Unrestricted Subsidiary to meet the qualifications necessary to remain an Unrestricted Subsidiary), the Debt and Capital Stock of such Person outstanding on such date will be deemed to have been Incurred by such Person on such date for purposes of “— Certain covenants — Limitation on debt and disqualified or preferred stock”, but will not be considered the sale or issuance of Equity Interests for purposes of “— Certain covenants — Limitation on asset sales”.

“Interest Expense” means, for any period, the consolidated interest expense of the Company and its Restricted Subsidiaries, plus, to the extent not included in such consolidated interest expense, and to the extent Incurred, accrued or payable by the Company or its Restricted Subsidiaries, without duplication, (i) interest expense attributable to Sale and Leaseback Transactions, (ii) amortization of debt discount costs but excluding amortization of deferred financing charges, (iii) capitalized interest (but excluding interest accruing with respect to tax liabilities (whether or not contingent)), (iv) non-cash interest expense, (v) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing, (vi) net costs associated with Hedging Agreements, and (vii) any of the above expenses with respect to Debt of another Person Guaranteed by the Company or any of its Restricted Subsidiaries, as determined on a consolidated basis and in accordance with GAAP; provided that, notwithstanding the foregoing, Interest Expense shall not include (i) fees and expenses associated with the consummation of the Spin-Off (ii) annual agency fees paid to the administrative agent under the Credit Agreement and (iii) fees and expenses associated with any Permitted Investment, issuance of Equity Interests or issuance of Debt (whether or not consummated).

“Investment” means

(1) any direct or indirect advance, loan or other extension of credit to another Person,

(2) any capital contribution to another Person, by means of any transfer of cash or other property or in any other form,

(3) any purchase or acquisition of Equity Interests, bonds, notes or other Debt, or other instruments or securities issued by another Person, including the receipt of any of the above as consideration for the disposition of assets or rendering of services, or

(4) any Guarantee of any obligation of another Person.

If the Company or any Restricted Subsidiary (x) sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary so that, after giving effect to that sale or disposition, such Person is no longer a Subsidiary of the Company, or (y) designates any Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the provisions of the indenture, all remaining Investments of the Company and the Restricted Subsidiaries in such Person shall be deemed to have been made at such time. For all purposes of this indenture, the amount of any Investment shall be the amount actually invested on the date of such Investment, without any adjustment for subsequent increases or decreases in the value of such Investment.

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“Investment Grade Rating” means BBB- or higher by S&P or Baa3 or higher by Moody’s, or the equivalent of such ratings by S&P or Moody’s, or of another Rating Agency.

“Issue Date” means the date on which the old notes were originally issued under the indenture.

“Joint Venture” means (a) any Person which would constitute an “equity method investee” of the Company or any of its Subsidiaries, (b) any other Person designated by the Company in writing to the Trustee (which designation shall be irrevocable) as a “Joint Venture” for purposes of the indenture and at least 50% but less than 100% of whose Equity Interests are directly owned by the Company or any of its Subsidiaries, and (c) any Person in whom the Company or any of its Subsidiaries beneficially owns any Equity Interest that is not a Subsidiary.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or Capital Lease).

“Material Subsidiary” means each Restricted Subsidiary other than Restricted Subsidiaries that, as of any date of determination, individually or collectively, for the four fiscal quarter period ended most recently prior to such date of determination did not generate more than 10% of the EBITDA of the Company and its Restricted Subsidiaries and, at the date of determination, did not have assets constituting more than 5% of the Total Assets of the Company and its Restricted Subsidiaries on a consolidated basis.

“Moody’s” means Moody’s Investors Service, Inc. and its successors.

“Net Cash Proceeds” means, with respect to any Asset Sale, the proceeds of such Asset Sale in the form of cash (including (i) payments in respect of deferred payment obligations to the extent corresponding to, principal, but not interest, when received in the form of cash, and (ii) proceeds from the conversion of other consideration received when converted to cash), net of

(1) brokerage commissions and other fees and expenses related to such Asset Sale, including fees and expenses of counsel, accountants, underwriters and investment bankers;

(2) provisions for taxes as a result of such Asset Sale without regard to the consolidated results of operations of the Company and its Restricted Subsidiaries;

(3) payments required to be made to holders of minority interests in Restricted Subsidiaries as a result of such Asset Sale or to repay Debt outstanding at the time of such Asset Sale that is secured by a Lien on the property or assets sold; and

(4) appropriate amounts to be provided as a reserve against liabilities associated with such Asset Sale, including pension and other post-employment benefit liabilities, liabilities related to environmental matters and indemnification obligations associated with such Asset Sale, with any subsequent reduction of the reserve other than by payments made and charged against the reserved amount to be deemed a receipt of cash.

“Non-Recourse Debt” means Debt as to which (i) neither the Company nor any Restricted Subsidiary provides any Guarantee and as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Company or any Restricted Subsidiary and (ii) no default thereunder would, as such, constitute a default under any Debt of the Company or any Restricted Subsidiary.

“Note Guaranty” means the guaranty of the notes by a Guarantor pursuant to the indenture.

“Obligations” means, with respect to any Debt, all obligations (whether in existence on the Issue Date or arising afterwards, absolute or contingent, direct or indirect) for or in respect of principal (when due, upon acceleration, upon redemption, upon mandatory repayment or repurchase pursuant to a mandatory offer to purchase, or otherwise), premium, interest, penalties, fees and other amounts payable and liabilities with respect to such Debt pursuant to its terms, including all interest accrued or accruing after the commencement of any bankruptcy, insolvency or reorganization or similar case or proceeding at the contract rate (including, without limitation, any contract rate applicable upon default) specified in the relevant documentation, whether or not the claim for such interest is allowed as a claim in such case or proceeding.

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“Permitted Business” means any of the businesses in which the Company and its Restricted Subsidiaries are engaged on the Issue Date, and any business reasonably related, incidental, complementary or ancillary thereto or extension, expansions or developments thereof; and any other business approved from time to time by the Board of Directors.

“Permitted Investments” means:

(1) any Investment in the Company or in a Restricted Subsidiary of the Company;

(2) any Investment in cash or Cash Equivalents;

(3) any Investment by the Company or any Subsidiary of the Company in a Person, if as a result of such Investment,

(A) such Person becomes a Restricted Subsidiary of the Company, provided that such Person is primarily engaged in a Permitted Business, or

(B) such Person is merged or consolidated with or into, or transfers or conveys substantially all its assets to, or is liquidated into, the Company or a Restricted Subsidiary, provided that such Person is primarily engaged in a Permitted Business;

(4) Investments received as non-cash consideration in an Asset Sale made pursuant to and in compliance with “— Certain covenants — Limitation on asset sales” or in any other disposition of assets not constituting an Asset Sale pursuant to the exceptions in the definition thereof (except pursuant to clause (5) in such definition);

(5) any Investment acquired solely in exchange for Qualified Stock of the Company;

(6) Hedging Agreements otherwise permitted under the indenture;

(7) (i) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business,(ii) endorsements of negotiable instruments and documents for collection or deposit in the ordinary course of business, and (iii) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of any Person and in settlement of obligations of, or other disputes with, any Person arising in the ordinary course of business and upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;

(8) payroll, travel and other loans or advances to, or Guarantees issued to support the obligations of, directors, officers, members of management, employees and consultants; in each case in the ordinary course of business, not in excess of $10.0 million outstanding at any time;

(9) extensions of credit to customers and suppliers in the ordinary course of business;

(10) Investments existing or contemplated on the Issue Date and any modification, replacement, renewal or extension thereof; provided that the amount of the original Investment is not increased except as otherwise permitted under “— Certain covenants — Limitation on restricted payments”;

(11) Guarantees by the Company or any Restricted Subsidiary of leases (other than a Capital Lease) entered into in the ordinary course of business;

(12) Investments in any notes (including any additional notes or exchange notes) issued under the indenture;’

(13) Guarantees by the Company or any of its Restricted Subsidiaries of Debt otherwise permitted to be Incurred by the Company or any of its Restricted Subsidiaries under the indenture;

(14) receivables owing to the Company or any Restricted Subsidiary, if created or acquired in the ordinary course of business;

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(15) any pledges or deposits permitted under the definition of “Permitted Liens”;

(16) any transaction to the extent it constitutes an Investment that is permitted by and made in accordance with the provisions of clauses (4), (7), (8) or (9) of paragraph (b) of the covenant described under “— Certain covenants — Limitation on transactions with shareholders and affiliates”;

(17) any Investment that replaces, refinances or refunds an existing Investment (other than an Investment under clauses (1), (2), (3), (7), (8), (9), (12), (14), or (15) above or (18), (19) or (20) below); provided that the new Investment is in an amount that does not exceed the amount replaced, refinanced or refunded, and is made in the same Person as the Investment replaced, refinanced or refunded;

(18) in addition to Investments listed above, Investments in an aggregate amount, taken together with all other Investments made in reliance on this clause, not to exceed $125.0 million (net of, with respect to the Investment in any particular Person made pursuant to this clause, the cash return thereon received after the Issue Date as a result of any sale for cash, repayment, redemption, liquidating distribution or other cash realization (not included in Consolidated Net Income) not to exceed the amount of such Investments in such Person made after the Issue Date in reliance on this clause);

(19) any Investment in a Securitization Vehicle or any Investment by a Securitization Vehicle in any other Person in connection with a Securitization Financing permitted by the indenture, including Investments of funds held in accounts permitted or required by the arrangements governing the Securitization Financing or any related Debt; provided that any Investment in a Securitization Vehicle is in the form of a purchase money note, contribution of additional Securitization Assets or equity investments; and

(20) Investments of funds held by the Exchange Companies for the benefit of their customers in connection with their like-kind-exchange operations.

If any Investment pursuant to clause (18) above is made in any Person that is not a Restricted Subsidiary and such Person thereafter becomes a Restricted Subsidiary, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and not clause (18) above for so long as such Person continues to be a Restricted Subsidiary.

“Permitted Liens” means

(1) Liens existing on the Issue Date (other than Liens referred to in clause (3) below) and any modifications, replacements, refinancings, renewals or extensions thereof; provided that (i) the Lien does not extend to any additional property other than (a) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Debt permitted under “— Certain covenants — Limitation on debt and disqualified or preferred stock”, and (b) improvements, accessions, dividends, distributions, proceeds and products thereof and (ii) the modification, replacement, renewal, extension or refinancing of the Obligations secured or benefited by such Liens (if such Obligations constitute Debt) is permitted under “— Certain covenants — Limitation on debt and disqualified or preferred stock”;

(2) Liens securing the new notes (other than any additional new notes) or any Note Guaranties;

(3) Liens securing Obligations under or with respect to Permitted Bank Debt and Obligations with respect thereto and securing any Guarantees of such Obligations;

(4) (i) Liens Incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation and (ii) Liens Incurred in the ordinary course of business securing insurance premiums or reimbursement obligations under insurance policies;

(5) statutory Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens arising in the ordinary course of business which secure amounts not overdue for a period of more than 60 days or, if more than 60 days overdue, (i) no action has been taken to enforce such Lien, (ii) such Lien is being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP or (iii) the nonpayment of which in the aggregate would

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not reasonably be expected to have a material adverse effect on the Company and its Restricted Subsidiaries taken as a whole;

(6) Liens for taxes, assessments or governmental charges which (x) are not overdue for a period of more than 60 days, (y) if more than 60 days overdue, which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP or (z) the nonpayment of which in the aggregate would not reasonably be expected to have a material adverse effect on the Company and its Restricted Subsidiaries taken as a whole;

(7) Liens securing reimbursement obligations with respect to letters of credit that encumber documents and other property relating to such letters of credit and the proceeds thereof;

(8) Liens to secure the performance of bids, trade contracts, governmental contracts and leases (other than Debt for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds, performance and completion guarantees and other obligations of a like nature (including those to secure health, safety and environmental obligations) Incurred in the ordinary course of business;

(9) survey exceptions, encumbrances, easements or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property, not interfering in any material respect with the conduct of the business of the Company and its Restricted Subsidiaries;

(10) licenses or leases or subleases as licensor, lessor or sublessor of any of its property, including intellectual property, in the ordinary course of business;

(11) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Debt (other than Debt described in paragraph (7) of the definition of “Debt”), (ii) relating to pooled deposit or sweep accounts of the Company or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations Incurred in the ordinary course of business of the Company or any Restricted Subsidiary and (iii) relating to purchase orders and other similar agreements entered into in the ordinary course of business;

(12) Liens securing judgments for the payment of money not constituting an Event of Default;

(13) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(14) Liens in favor of the Company or any Restricted Subsidiary securing Debt permitted under “— Certain covenants — Limitation on debt and disqualified or preferred stock” or other obligations;

(15) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other brokerage accounts Incurred in the ordinary course of business, or (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(16) Liens arising from precautionary UCC financing statement filings (or similar filings under applicable Law) regarding leases entered into by the Company or any Restricted Subsidiary in the ordinary course of business (and Liens consisting of the interests or title of the respective lessors thereunder);

(17) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Company or any Restricted Subsidiary in the ordinary course of business not prohibited by the indenture;

(18) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary, in each case after the date hereof and

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any modifications, replacements, refinancings, renewals or extensions thereof; provided that (i) in the case of Liens securing purchase money Debt or Capital Leases, (a) such Liens (except for refinancings thereof) attach concurrently with or within 365 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens and (b) such Lien does not extend to or cover any other assets or property (other than the improvements, accessions, dividends, distributions, proceeds or products thereof and after-acquired property subjected to a Lien pursuant to terms existing at the time of such acquisition, it being understood that such requirement to pledge after-acquired property shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) (ii) in the case of Liens securing Debt other than purchase money Debt or Capital Leases, (a) such Liens do not extend to the property of any Person other than the Person acquired or formed to make such acquisition and the subsidiaries of such Person and (b) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary and (iii) the Debt secured thereby (or, as applicable, any modifications, replacements, refinancings, renewals or extensions thereof) is permitted under paragraph (b)(7) or (b)(9) under “— Certain covenants — Limitation on debt and disqualified or preferred stock” or under “— Certain covenants — Limitation on sale and leaseback transaction;”

(19) Liens (i) (A) on advances of cash or Cash Equivalents in favor of the seller of any property to be acquired under paragraph (3) of the definition of “Permitted Investment” to be applied against the purchase price for such Investment, and (B) consisting of an agreement to dispose of any property in a disposition permitted under “— Certain covenants — Limitation on asset sales” and (ii) on cash earnest money deposits made by the Company or any Restricted Subsidiary in connection with any letter of intent or purchase agreement permitted under the indenture;

(20) Liens securing Hedging Agreements so long as such Hedging Agreements relate to other Debt that is, and is permitted to be under the indenture, secured by a Lien on the same property securing such Hedging Agreements;

(21) Liens on property of any Foreign Restricted Subsidiary securing Debt of such Foreign Restricted Subsidiary to the extent permitted to be Incurred under “— Certain covenants — Limitation on debt and disqualified or preferred stock”;

(22) any pledge of the Capital Stock of an Unrestricted Subsidiary to secure Debt of such Unrestricted Subsidiary;

(23) extensions, renewals, refundings or replacements (in each case, in whole or in part) of any Liens referred to in clauses (1), (2) or (18) in connection with the refinancing of the obligations secured thereby, provided that such Lien does not extend to any other property (plus improvements, accessions, proceeds or dividend or distributions in respect thereof) and, except as contemplated by the definition of “Permitted Refinancing Debt”, the amount secured by such Lien is not increased;

(24) Liens arising in connection with Cash Management Practices;

(25) Liens securing Specified Non-Recourse Indebtedness; and

(26) other Liens securing obligations in an aggregate amount not exceeding $50 million.

“Person” means an individual, a corporation, a partnership, a limited liability company, joint venture, joint stock company, an association, unincorporated organization, a trust or any other entity, including a government or political subdivision or an agency or instrumentality thereof.

“Preferred Stock” means, with respect to any Person, any and all Capital Stock which is preferred as to the payment of dividends or distributions, upon liquidation or otherwise, over another class of Capital Stock of such Person.

“Qualified Equity Interests” means all Equity Interests of a Person other than Disqualified Equity Interests.

“Qualified Stock” means all Capital Stock of a Person other than Disqualified Stock.

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“Rating Agency” means (i) S&P, (ii) Moody’s or (iii) if neither S&P or Moody’s is rating the new notes, another recognized rating agency, selected by the Company.

“Restricted Subsidiary” means any Subsidiary of the Company other than an Unrestricted Subsidiary.

“S&P” means Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc. and its successors.

“Sale and Leaseback Transaction” means, with respect to any Person, an arrangement whereby such Person enters into a lease of property previously transferred by such Person to the lessor.

“SEC” means the Securities and Exchange Commission.

“Securitization Assets” means any accounts receivable, royalty or revenue streams, other financial assets, proceeds and books, records and other related assets incidental to the foregoing subject to a Securitization Financing.

“Securitization Financing” means Debt Incurred in connection with a receivables securitization transaction involving the Company or any of its Restricted Subsidiaries and a Securitization Vehicle; provided that (i) such Debt when Incurred shall not exceed 100% of the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition, (ii) such Debt is created and any Lien attaches to such property concurrently with or within forty-five (45) days of the acquisition thereof, and (iii) such Lien does not at any time encumber any property other than the property financed by such Debt.

“Securitization Vehicle” means one or more special purpose vehicles that are, directly or indirectly, wholly-owned Subsidiaries of the Company and are Persons organized for the limited purpose of entering into a Securitization Financing by purchasing, or receiving by way of capital contributions, sale or other transfer, assets from the Company and its Subsidiaries and obtaining financing for such assets from third parties, and whose structure is designed to insulate such vehicle from the credit risk of the Company.

“Spin-Off” means the contribution of FIS’s lender processing services operations to the Company and the entry into the Credit Agreement and the borrowings (including issuances of letters of credit) thereunder on the Issue Date each as described elsewhere in this prospectus.

“Spin-Off Agreements” mean (a) the Contribution and Distribution Agreement between the Company and FIS, any other contribution and separation agreements and any other documents relating to the contribution or the Spin-Off (including as to the allocation of liabilities), (b) the documentation relating to the establishment of the Company, (c) the Exchange Agreement among FIS, the lenders party thereto and the Company, (d) the Credit Agreement and (e) all other agreements, instruments and documents relating to the Spin-Off, in each case as in effect on the Issue Date.

“Stated Maturity” means (i) with respect to any Debt, the date specified as the fixed date on which the final installment of principal of such Debt is due and payable or (ii) with respect to any scheduled installment of principal of or interest on any Debt, the date specified as the fixed date on which such installment is due and payable as set forth in the documentation governing such Debt, not including any contingent obligation to repay, redeem or repurchase prior to the regularly scheduled date for payment.

“Subordinated Debt” means any Debt of the Company or any Guarantor which is subordinated in right of payment to the new notes or the Note Guaranty, as applicable, pursuant to a written agreement to that effect.

“Subsidiary” means with respect to any Person, any corporation, association or other business entity of which more than 50% of the outstanding Voting Stock is owned, directly or indirectly, by, or, in the case of a partnership, the sole general partner or the managing partner or the only general partners of which are, such Person and one or more Subsidiaries of such Person (or a combination thereof). Unless otherwise specified, “Subsidiary” means a Subsidiary of the Company.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward contracts, futures contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange

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transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, repurchase agreements, reverse repurchase agreements, sell buy backs and buy sell back agreements, and securities lending and borrowing agreements or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement or related schedules, including any such obligations or liabilities arising therefrom.

“Total Assets” means, at any time with respect to any Person, the total assets appearing on the most recently prepared consolidated balance sheet of such Person as of the end of the most recent fiscal quarter of such Person for which such balance sheet is available, prepared in accordance with GAAP.

“Treasury Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to July 1, 2011; provided that if the period from the Redemption Date to such date is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“U.S. Government Obligations” means obligations issued or directly and fully guaranteed or insured by the United States of America or by any agent or instrumentality thereof, provided that the full faith and credit of the United States of America is pledged in support thereof.

“Unrestricted Subsidiary” means any Subsidiary of the Company that at the time of determination has previously been designated, and continues to be (at any relevant time of determination), an Unrestricted Subsidiary in accordance with ‘‘— Certain covenants — Designation of restricted and unrestricted subsidiaries”.

“Voting Stock” means, with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person.

“Wholly Owned” means, with respect to any Restricted Subsidiary, a Restricted Subsidiary all of the outstanding Capital Stock of which (other than any director’s qualifying shares) is owned by the Company and one or more Wholly Owned Restricted Subsidiaries (or a combination thereof).

CERTAIN U.S. FEDERAL TAX CONSIDERATIONS

The following is a summary of material United States federal income tax consequences of the purchase, ownership and disposition of the notes. This summary is based on the Code, on the Treasury Regulations promulgated thereunder, and on judicial and administrative interpretations thereof, all as in effect on the date of this summary and all of which are subject to change (possibly on a retroactive basis).

This summary does not discuss all of the tax considerations that may be relevant to holders of the notes in light of their particular circumstances. This summary does not address the tax consequences to certain persons subject to special provisions of the United States federal income tax law, including:

•  insurance companies;

•  dealers or traders in securities or currencies;

•  tax-exempt organizations;

•  financial institutions;

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•  mutual funds and real estate investment trusts;

•  qualified retirement plans;

•  partnerships, other entities treated as partnerships for federal income tax purposes, or other pass-through entities for United States federal income tax purposes and investors in these entities;

•  holders who hold their notes as a hedge, straddle, or appreciated financial position;

•  holders who are subject to the alternative minimum tax; or

•  holders whose functional currency is other than the United States dollar.

If a partnership holds our notes, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partnership holding our notes, you should consult your own tax advisers.

In addition, this summary is limited to holders that hold the notes as a capital asset within the meaning of the Code. Finally, this summary does not address any estate, gift or other non-income tax consequences or any state, local or foreign tax consequences.

THIS SUMMARY IS FOR GENERAL INFORMATION PURPOSES ONLY AND IT IS NOT INTENDED TO BE, AND IT SHOULD NOT BE CONSTRUED TO BE, LEGAL OR TAX ADVICE TO ANY PARTICULAR HOLDER.

HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE UNITED STATES FEDERAL, STATE AND LOCAL AND NON-UNITED STATES TAX CONSEQUENCES OF PURCHASING, OWNING, AND DISPOSING OF THE NOTES IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES.

Tax Consequences to United States Holders

For purposes of this summary, a United States Holder is a beneficial owner of the notes that is, for United States federal income tax purposes:

•  an individual who is a citizen or a resident of the United States;

•  a corporation, or other entity taxable as a corporation for United States federal income tax purposes, created or organized in the United States or under the laws of the United States or any state thereof or the District of Columbia;

•  an estate, the income of which is subject to United States federal income taxation regardless of its source; or

•  a trust, if a court within the United States is able to exercise primary supervision over its administration and one or more United States persons have the authority to control all of its substantial decisions.

Classification of Notes

We intend to take the position that the notes constitute indebtedness that is not subject to special tax treatment under the Treasury regulations applicable to “contingent payment debt instruments.” Our determination regarding the appropriate classification of the notes will be binding on all United States Holders except a United States Holder that discloses its differing position in a statement attached to its timely filed United States federal income tax return for the taxable year during which a note was acquired. It is possible that the United States Internal Revenue Service, which we refer to as the IRS, could challenge our determination taking into account, among other things, the additional interest we would have been obligated to pay if the registration statement were not filed or declared effective within the applicable time periods. If the IRS were to challenge our determination, a United States Holder might be required to accrue income on the notes in excess of stated interest and to treat as ordinary income rather than capital gain any income realized on the taxable disposition of a note. The discussion below assumes that the notes will not be treated as contingent payment debt obligations.

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Taxation of Interest

In general, interest on a note will be taxable to a United States Holder as ordinary income at the time it is received or accrued, in accordance with the United States Holder’s method of accounting for United States federal income tax purposes. We will treat the notes as not having been issued with original issue discount (“OID”) and this summary assumes that the notes are not issued with OID.

Sale, Exchange, or Retirement of the Notes

We believe that the exchange of an old note for a new note pursuant to the exchange offer will not constitute a “significant modification” of the old note for U.S. federal income tax purposes, and, accordingly, we believe that a new note received by a United States Holder in the exchange offer will be treated as a continuation of the old note in the hands of such holder. As a result, we believe that there will be no U.S. federal income tax consequences to a United States Holder who exchanges an old note for a new note pursuant to the exchange offer, and any such holder will have the same adjusted tax basis and holding period in the new note as it had in the old note immediately before the exchange.

Upon the sale, exchange (other than pursuant to the exchange offer), redemption, retirement at maturity or other taxable disposition of a note, a United States Holder generally will recognize taxable gain or loss equal to the difference between the amount of cash and the fair market value of all other property received on the disposition (not including the amount attributable to any accrued but unpaid interest, which is taxable as ordinary income to the extent not previously included in income) and the United States Holder’s adjusted tax basis in the note. A United States Holder’s adjusted tax basis in a note will generally be the United States dollar value of the purchase price of the note on the date of purchase, increased by any market discount previously included in income and decreased by any amortized bond premium. Gain or loss so recognized will generally be capital gain or loss and will be long-term capital gain or loss if, at the time of sale, exchange or retirement, the note was held for more than one year. The deductibility of capital losses is subject to certain limitations.

Market Discount

A United States Holder (other than a holder who makes the election described below) that acquired a note with market discount that is not de minimis, except in certain non-recognition transactions, generally will be required to treat any gain realized upon the sale, exchange (other than pursuant to the exchange offer), redemption, retirement or other disposition of the note as ordinary income to the extent of the market discount accrued during the period such United States Holder held such note and that has not been previously taken into account. For this purpose, a person disposing of a market discount note in a transaction other than a sale, exchange, or involuntary conversion generally is treated as realizing an amount equal to the fair market value of the note. For these purposes, market discount is deemed to be zero if it is less than 0.25% of the note’s stated redemption price at maturity multiplied by the number of complete years to maturity after the United States Holder acquired the note.

The market discount rules also provide that any United States Holder of notes that were acquired with market discount may be required to defer the deduction of a portion of the interest expense on any indebtedness incurred or maintained to acquire or carry the notes until the notes are disposed of.

A United States Holder of a note acquired with market discount may elect to include discount in income as the discount accrues. In such a case, the foregoing rules with respect to the recognition of ordinary income on dispositions and with respect to the deferral of interest deductions on indebtedness related to such note would not apply. The current inclusion election applies to all market discount obligations acquired on or after the first day of the first taxable year to which the election applies, and may not be revoked without the consent of the IRS.

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Amortizable Bond Premium

Generally, if the tax basis of a United States Holder in a note exceeds the amount payable at maturity of the note (other than amounts of qualified stated interest), the United States Holder may elect to amortize such excess under the constant yield method as an offset to interest income over the period from the United States Holder’s acquisition date to the note’s maturity date. A United States Holder that elects to amortize bond premium must reduce its tax basis in the note by the amount of the amortized bond premium. Any election to amortize bond premium applies to all bonds (other than bonds the interest on which is excludible from gross income) held by the United States Holder during the first taxable year to which the election applies or thereafter acquired by the United States Holder. The election may not be revoked without the consent of the IRS.

Amortizable bond premium is treated as a reduction of interest on the bond instead of as a deduction. The offset of amortizable bond premium against interest income on the bond occurs when income is taxable to a United States Holder as received or accrued, in accordance with such United States Holder’s method of accounting for such income.

In the case of an obligation, such as a note, that may be called prior to maturity, the call option is deemed exercised (or not exercised) in a manner that maximizes the holder’s yield on the obligation. For purposes of amortizing bond premium, if a United States Holder of a note is required to amortize bond premium by reference to a call date, the note will be treated as maturing on such date for the amount payable, and, if not redeemed on such date, the note will be treated as reissued on such date for the amount so payable.

Tax Consequences to non-United States Holders

For purposes of this summary, a “non-United States Holder” is a holder of a note that is not a United States Holder.

Taxation of Sale, Exchange or Redemption

A non-United States Holder generally will not be subject to United States federal income tax on gain realized on the sale, exchange or redemption of the notes unless the gain is effectively connected with the conduct of a United States trade or business or the non-United States Holder is an individual who is present in the United States for a period or periods aggregating at least 183 days during the taxable year and certain other requirements are satisfied.

Taxation of Interest

The payment of interest to a non-United States Holder by us or by any paying agent of ours generally will not be subject to United States federal income or withholding tax, provided that the interest is not effectively connected with a United States trade or business and provided that:

•  the non-United States Holder does not actually or constructively own 10% or more of the total combined voting power of all classes of our shares;

•  the non-United States Holder is not a controlled foreign corporation that is actually or constructively related to us;

•  the non-United States Holder is not a bank receiving interest described in section 881(c)(3)(A) of the Code; and either:

•  the beneficial owner of the note certifies to the applicable payor or its agent, under penalties of perjury, that it is not a United States person and provides its name and address on IRS Form W-8BEN, or a suitable substitute, form;

•  a financial institution (including a securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business) holds the note and certifies under penalties of perjury that it has received a Form W-8BEN (or a suitable substitute

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form) either from the beneficial owner or from a financial institution between it and the beneficial owner and furnishes the payor with a copy thereof; or

•  the United States payor otherwise possesses documentation upon which it may rely to treat the payment as made to a non-United States person, in accordance with Treasury Regulations.

Income Effectively Connected with United States Trade or Business

Except to the extent otherwise provided under an applicable tax treaty, a non-United States Holder generally will be taxed in the same manner as a United States Holder with respect to income or gain on a note if such income or gain is effectively connected with a United States trade or business. Effectively connected income received, or gain realized, by a non-United States Holder also may, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate (or, if applicable, a lower treaty rate), subject to certain adjustments. This effectively connected income or gain will not be subject to withholding tax if the holder delivers the appropriate form, currently an IRS Form W-8ECI, to the payor.

Backup Withholding and Information Reporting

United States Holders

Interest payments made on, or the proceeds of the sale or other disposition of, notes may be subject to information reporting and United States federal backup withholding tax (currently at the rate of 28%) if the recipient of those payments fails to supply an accurate taxpayer identification number or otherwise fails to comply with applicable United States information reporting or certification requirements. Any amount withheld from a payment to a United States Holder under the backup withholding rules is allowable as a credit against the holder’s United States federal income tax, provided that the required information is furnished to the IRS.

Non-United States Holders

In general, backup withholding and information reporting will not apply to interest payments made on, or the proceeds of the sale or other disposition of, the notes, if the holder establishes by providing a certificate or, in some cases, by providing other evidence, that the holder is not a United States person. Additional exemptions are available for certain payments made outside the United States. Non-United States Holders of notes are urged to consult their tax advisers regarding the application of information reporting and backup withholding in their particular situations, the availability of exemptions, and the procedures for obtaining such an exemption, if available. Any amount withheld from a payment to a non-United States Holder under the backup withholding rules will be allowable as a credit against the holder’s United States federal income tax, provided that the required information is furnished to the IRS.

CERTAIN ERISA CONSIDERATIONS

ERISA imposes certain requirements on employee benefit plans that are subject to Title I of ERISA, and on entities such as collective investment funds and separate accounts whose underlying assets include the assets of those plans (each of which we refer to as an ERISA plan), and on those persons who are fiduciaries with respect to ERISA plans. Investments by ERISA plans are subject to ERISA’s general fiduciary requirements, including the requirement of investment prudence and diversifications and the requirement that an ERISA plan’s investments be made in accordance with the documents governing the plan. The prudence of a particular investment must be determined by the responsible fiduciary of an ERISA plan by taking into account the ERISA plan’s particular circumstances and all of the facts and circumstances of the investment including, but not limited to, the matters discussed above under “Risk Factors” and the fact that in the future there may be no market in which the fiduciary will be able to sell or otherwise dispose of the notes.

Section 406 of ERISA and Section 4975 of the Code prohibit certain transactions involving the assets of an ERISA plan (as well as those plans that are not subject to ERISA but which are subject to Section 4975 of the Code, such as individual retirement accounts, which we refer to, together with ERISA plans, as plans), and certain persons, which we refer to as parties in interest or disqualified persons, having certain relationships to

163

those plans, unless a statutory or administrative exemption is applicable to the transaction. A party in interest or disqualified person who engages in a prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code.

The issuer, the initial purchasers and the guarantors may be parties in interest and disqualified persons with respect to many plans. Prohibited transactions within the meaning of Section 406 of ERISA or Section 4975 of the Code may arise if notes are acquired or held by a plan with respect to which the issuer, the initial purchasers, the guarantors, or any of their respective affiliates, is a party in interest or a disqualified person. Certain exemptions from the prohibited transaction provisions of Section 406 of ERISA and Section 4975 of the Code may be applicable, however, depending in part on the type of plan fiduciary making the decision to acquire a note and the circumstances under which that decision is made. Included among these exemptions are Prohibited Transaction Class Exemption, or PTCE, 91-38 (relating to investments by bank collective investments funds), PTCE 84-14 (relating to transactions effected by a qualified professional asset manager), PTCE 95-60 (relating to transactions involving company general accounts), PTCE 90-1 (relating to investments by insurance company pooled separate accounts) and PTCE 96-23 (relating to transactions determined by in-house asset managers). In addition, Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code provide an exemption for certain transactions between a plan and a non-fiduciary party in interest or disqualified person where the plan pays no more than, or receives no less than, adequate consideration in connection with the transaction. There can be no assurance that any of these exemptions or any other exemption will be available with respect to any particular transaction involving the notes.

Governmental plans, certain church plans and non-U.S. plans, while not subject to the fiduciary responsibility provisions of ERISA or the provisions of Section 4975 of the Code, may nevertheless be subject to state or other federal laws that are substantially similar to the foregoing provisions of ERISA and the Code (which we refer to as similar laws). Fiduciaries of any of these plans should consult with their counsel before purchasing any notes.

Each purchaser and subsequent transferee of any note shall be deemed by such purchase or acquisition to have represented and warranted, from each day from the date on which it acquires such note through and including the date on which it disposes of such note that either (i) it is not, and is not acting on behalf of or investing the assets of, an employee benefit plan or other plan or arrangement subject to the provisions of Section 406 of ERISA or Section 4975 of the Code, or a governmental, church or non-U.S. plan which is subject to any similar laws or (ii) its acquisition, holding and disposition of such note will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a governmental, church or non-U.S. plan, a violation of any similar laws).

Any insurance company proposing to invest assets of its general account in the notes should consider the extent to which that investment would be subject to the requirements of ERISA in light of the U.S. Supreme Court’s decision in John Hancock Mutual Life Insurance Co. v. Harris Trust and Savings Bank and under any subsequent guidance relating to that decision. In particular, that insurance company should consider the exemptive relief granted by the U.S. Department of Labor for transactions involving insurance company general accounts in PTCE 95-60.

Each plan fiduciary who is responsible for making the investment decisions whether to purchase or commit to purchase and to hold notes should determine whether, under the general fiduciary standards of investment prudence and diversification and under the documents and instruments governing the plan, an investment in the notes is appropriate for the plan, taking into account the overall investment policy of the plan and the composition of the plan’s investment portfolio. Any plan proposing to invest in notes should consult with its counsel to confirm that such investment will not result in a prohibited transaction and will satisfy the other requirements of ERISA and the Code.

The sale of any notes to a plan is in no respect a representation by the issuer, the initial purchasers or the guarantors that such investment meets all relevant legal requirements with respect to investments by plans generally or any particular plan, or that such an investment is appropriate for plans generally or any particular plan.

164

PLAN OF DISTRIBUTION

Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with the resales of new notes received in exchange for outstanding old notes, where such old notes were acquired as a result of market-making activities or other trading activities. We have agreed that for a period of 180 days after the expiration date of the exchange offer, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.

We will not receive any proceeds from any sale of new notes by broker-dealers. New notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time, in one or more transactions, through the over-the-counter market, in negotiated transactions, through the writing of options on the new notes or a combination of such methods of resale, at prevailing market prices at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or, alternatively, to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such new notes. Any broker-dealer that resells new notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such new notes may be deemed to be an “underwriter” within the meaning of the Securities Act of 1933, and any profit on any such resale of new notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act of 1933. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933.

For a period of 180 days after the expiration date, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker dealer that is entitled to use such documents and that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer, other than commissions or concessions of any brokers or dealers, and will indemnify certain holders of the notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act of 1933.

Based on interpretations by the staff of the SEC as set forth in no-action letters issued to third parties (including Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991), K-III Communications Corporation (available May 14, 1993) and Shearman & Sterling (available July 2, 1993)), we believe that the new notes issued pursuant to the exchange offer may be offered for resale, resold and otherwise transferred by any holder of such new notes, other than any such holder that is a broker-dealer or an “affiliate” of ours within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery requirements of the Securities Act, provided that:

•  such new notes are acquired in the ordinary course of business;

•  at the time of the commencement of the exchange offer, such holder has no arrangement or understanding with any person to participate in a distribution of such new notes; and

•  such holder is not engaged in, and does not intend to engage in, a distribution of such new notes.

We have not sought and do not intend to seek a no-action letter from the SEC with respect to the effects of the exchange offer, and there can be no assurance that the staff of the SEC would make a similar determination with respect to the new notes as it has in previous no-action letters.

165

LEGAL MATTERS

The validity of the notes will be passed upon for us by Dewey & LeBoeuf LLP, New York, New York.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The combined financial statements of Lender Processing Services, Inc. and affiliates as of December 31, 2007 and 2006, and for each of the years in the three-year period ended December 31, 2007, have been included herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing. Their report, dated March 26, 2008 (except for Note 2(b) which is as of June 18, 2008 and Note 1 which is as of July 2, 2008), on the combined financial statements contains an explanatory paragraph that states that, effective January 1, 2007, the Company adapted the provisions of Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

In connection with the exchange offer, we have filed with the Securities and Exchange Commission a registration statement on Form S-4, under the Securities Act of 1933, relating to the new notes to be issued in the exchange offer. As permitted by Securities and Exchange Commission rules, this prospectus omits information included in the registration statement. For a more complete understanding of the exchange offer, you should refer to the registration statement, including its exhibits. Statements contained in this prospectus as to the contents of any particular contract or other document referred to are not necessarily complete and, in each instance, if the contract or document is filed as an exhibit to the registration statement, we refer you to the copy of the contract or other document filed as an exhibit to the registration statement, with each statement being qualified in all respects by that reference.

We also file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. We make these filings available on our web site at www.lpsvcs.com. The information on our web site is not part of this prospectus. You may read and copy any materials we file with the Securities and Exchange Commission at their Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may access these materials at the Securities and Exchange Commission’s website at http://www.sec.gov. For further information regarding the Public Reference Room call the Securities and Exchange Commission at 1-800-SEC-0330. You may also obtain a copy of this prospectus, the registration statement relating to the exchange offer and other information that we file with the Securities and Exchange Commission at no cost by calling us or writing to us at the following address:

Lender Processing Services, Inc.

601 Riverside Avenue

Jacksonville, Florida 32204

(904) 854-5100

Attention: Corporate Secretary

166

INDEX TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS OF

LENDER PROCESSING SERVICES, INC.

	Page
Report of KPMG LLP, Independent Registered Public Accounting Firm		F-2
Financial Statements:
Combined Balance Sheets as of December 31, 2007 and 2006		F-3
Combined Statements of Earnings for the years ended December 31, 2007, 2006 and 2005		F-4
Combined Statements of Parent’s Equity for the years ended December 31, 2007, 2006 and 2005		F-5
Combined Statements of Cash Flows for the years ended December 31, 2007, 2006 and 2005		F-6
Notes to the Combined Financial Statements for the years ended December 31, 2007, 2006 and 2005		F-7
Unaudited Consolidated and Combined Balance Sheets as of June 30, 2008 and December 31, 2007		F-30
Unaudited Consolidated and Combined Statements of Earnings for the three months ended June 30, 2008 and 2007		F-31
Unaudited Consolidated and Combined Statements of Cash Flows for the three months ended June 30, 2008 and 2007		F-34
Notes to the Unaudited Consolidated and Combined Financial Statements for the three months ended June 30, 2008 and 2007		F-35

F-1

Report of independent registered public accounting firm

The Board of Directors

Lender Processing Services, Inc.:

We have audited the accompanying combined balance sheets of Lender Processing Services, Inc. and affiliates (a component of Fidelity National Information Services, Inc.) (“the Company”) as of December 31, 2007 and 2006, and the related combined statements of earnings, parent’s equity, and cash flows for each of the years in the three-year period ended December 31, 2007. These combined financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these combined financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of Lender Processing Services, Inc. and affiliates at December 31, 2007 and 2006, and the combined results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2007, in conformity with U.S. generally accepted accounting principles.

As discussed in Note 9 to the combined financial statements, the Company adopted the provisions of Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes, effective January 1, 2007.

/s/  KPMG LLP

March 26, 2008,
except for note 2(b) which
is as of June 18, 2008 and
note 1 which is as of July 2, 2008
Jacksonville, Florida
Certified Public Accountants

F-2

Lender Processing Services, Inc.

and Affiliates

Combined Balance Sheets

December 31, 2007 and 2006	2007		2006
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	39,566	$	47,783
Trade receivables, net of allowance for doubtful accounts of $20.3 million and $13.1 million, respectively, at December 31, 2007 and 2006		286,236		185,588
Other receivables		7,971		36,276
Prepaid expenses and other current assets		33,323		30,255
Deferred income taxes		40,440		55,203
Total current assets		407,536		355,105
Property and equipment, net of accumulated depreciation of $126.1 million and $164.4 million, respectively, at December 31, 2007 and 2006		95,620		101,962
Goodwill		1,078,154		1,045,781
Intangible assets, net of accumulated amortization of $239.0 million and $199.2 million, respectively, at December 31, 2007 and 2006		118,129		152,829
Computer software, net of accumulated amortization of $73.9 million and $94.6 million, respectively, at December 31, 2007 and 2006		150,372		127,080
Other non-current assets		112,232		97,043
Total assets	$	1,962,043	$	1,879,800
LIABILITIES AND PARENT’S EQUITY
Current liabilities:
Trade accounts payable	$	19,499	$	18,164
Accrued salaries and benefits		22,908		39,916
Recording and transfer tax liabilities		10,657		5,976
Other accrued liabilities		57,053		40,388
Deferred revenues		58,076		94,697
Total current liabilities		168,193		199,141
Deferred revenues		23,146		14,563
Deferred income taxes		55,196		56,908
Other long-term liabilities		34,419		22,626
Total liabilities		280,954		293,238
Minority interest		10,050		9,031
Total parent’s equity		1,671,039		1,577,531
Total liabilities and parent’s equity	$	1,962,043	$	1,879,800

The accompanying notes are an integral part of these combined financial statements

F-3

Lender Processing Services, Inc.

and Affiliates

Combined Statements of Earnings

Years Ended December 31, 2007, 2006 and 2005	2007			2006			2005
	(In thousands, except per share amounts)
Processing and services revenues, including $211.3 million, $136.4 million, and $106.0 million of revenues from related parties for the years ended December 31, 2007, 2006 and 2005, respectively	$	1,690,568		$	1,484,977		$	1,382,479
Cost of revenues, including related party reimbursements of $6.4 million, $9.3 million, and $7.8 million for the years ended December 31, 2007, 2006, and 2005, respectively		1,058,647			900,145			804,488
Gross profit		631,921			584,832			577,991
Selling, general, and administrative expenses, including related party expenses of $35.7 million, $51.8 million and $54.9 million for the years ended December 31, 2007, 2006 and 2005, respectively		207,859			257,312			260,066
Operating income		424,062			327,520			317,925
Other income (expense):
Interest income		1,690			2,606			4,124
Interest expense		(146	)		(298	)		(270	)
Other income (expense), net		—			(106	)		(1,238	)
Total other income (expense)		1,544			2,202			2,616
Earnings before income taxes, equity in loss of unconsolidated entity and minority interest		425,606			329,722			320,541
Provision for income taxes		164,734			127,984			124,160
Earnings before equity in loss of unconsolidated entity and minority interest,		260,872			201,738			196,381
Equity in loss of unconsolidated affiliate		(3,048	)		—			—
Minority interest		(1,019	)		(683	)		(676	)
Net earnings	$	256,805		$	201,055		$	195,705
Unaudited pro forma net earnings per share — basic	$	2.64
Unaudited pro forma weighted average shares outstanding — basic		97,335
Unaudited pro forma net earnings per share — diluted	$	2.63
Unaudited pro forma weighted average shares outstanding — diluted		97,697

The accompanying notes are an integral part of these combined financial statements

F-4

Lender Processing Services, Inc.

and Affiliates

Combined Statements of Parent’s Equity

Years Ended December 31, 2007, 2006 and 2005
	(In thousands)
Balance, December 31, 2004	$	1,262,972
Net earnings		195,705
Net distribution to parent		(187,738	)
Balance, December 31, 2005	$	1,270,939
Net earnings		201,055
Contribution of goodwill (Note 6)		353,768
Net distribution to parent		(248,231	)
Balance, December 31, 2006	$	1,577,531
Net earnings		256,805
Net distribution to parent		(163,297	)
Balance, December 31, 2007	$	1,671,039

The accompanying notes are an integral part of these combined financial statements

F-5

Lender Processing Services, Inc.
and Affiliates

Combined Statements of Cash Flows

Years Ended December 31, 2007, 2006 and 2005	2007			2006			2005
	(In thousands)
Cash flows from operating activities:
Net earnings	$	256,805		$	201,055		$	195,705
Adjustment to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		102,607			111,858			112,648
Deferred income taxes		12,840			12,123			52
Stock-based compensation		14,057			24,103			11,007
Equity in loss of unconsolidated entities		3,048			—			—
Minority interest		1,019			683			676
Changes in assets and liabilities, net of effects from acquisitions:
Net (increase) decrease in trade receivables		(99,234	)		1,734			(16,444	)
Net decrease (increase) in other receivables		28,325			10,359			(31,597	)
Net increase in prepaid expenses and other assets		(23,135	)		(2,032	)		(39,619	)
Net (decrease) increase in deferred revenues		(29,946	)		(26,784	)		8,725
Net increase in accounts payable, accrued liabilities, and other liabilities		16,608			8,851			31,639
Net cash provided by operating activities		282,994			341,950			272,792
Cash flows from investing activities:
Additions to property and equipment		(20,754	)		(24,156	)		(33,514	)
Additions to capitalized software		(49,798	)		(46,092	)		(58,944	)
Acquisitions, net of cash acquired		(37,305	)		(11,341	)		(5,926	)
Net cash used in investing activities		(107,857	)		(81,589	)		(98,384	)
Cash flows from financing activities:
Net distribution to Parent		(183,354	)		(272,334	)		(198,745	)
Net cash used in financing activities		(183,354	)		(272,334	)		(198,745	)
Net decrease in cash and cash equivalents		(8,217	)		(11,973	)		(24,337	)
Cash and cash equivalents, beginning of year		47,783			59,756			84,093
Cash and cash equivalents, end of year	$	39,566		$	47,783		$	59,756
Non-cash contributions of goodwill by Parent	$	—		$	353,768		$	—
Non-cash contribution relating to stock compensation	$	14,057		$	24,103		$	11,007
Non-cash contribution for Espiel acquisition	$	6,000		$	—		$	—

The accompanying notes are an integral part of these combined financial statements

F-6

Lender Processing Services, Inc.
and Affiliates

Notes to combined financial statements
Years Ended December 31, 2007, 2006 and 2005

The information included in these combined financial statements of Lender Processing Services, Inc., includes the assets, liabilities and operations of the lender processing businesses contributed to LPS by FIS in the spin-off completed on July 2, 2008.

Except as otherwise indicated or unless the context otherwise requires, all references to “LPS,” “we,” the “Company,” or the “registrant” are to Lender Processing Services, Inc., a Delaware corporation that was incorporated in December 2007 as a wholly-owned subsidiary of FIS, and its affiliates; all references to “FIS,” the “former parent,” or the “holding company” are to Fidelity National Information Services, Inc., a Georgia corporation formerly known as Certegy Inc., and its subsidiaries, that owned all of LPS’s shares until July 2, 2008; all references to “former FIS” are to Fidelity National Information Services, Inc., a Delaware corporation, and its subsidiaries, prior to the Certegy merger described below; all references to “old FNF” are to Fidelity National Financial, Inc., a Delaware corporation that owned a majority of FIS’s shares through November 9, 2006; and all references to “FNF” are to Fidelity National Financial, Inc. (formerly known as Fidelity National Title Group, Inc.), formerly a subsidiary of old FNF but now a stand-alone company that remains a related entity from an accounting perspective.

(1)   Description of business

We are a leading provider of integrated technology and outsourced services to the mortgage lending industry, with market-leading positions in mortgage processing and default management services in the U.S. Our technology solutions include our mortgage processing system, which processes over 50% of all U.S. residential mortgage loans by dollar volume. Our data and outsourced services include our default management services, which are used by mortgage lenders and servicers to reduce the expense of managing defaulted loans, and our loan facilitation services, which support most aspects of the closing of mortgage loan transactions to national lenders and loan servicers.

The spin-off transaction

On July 2, 2008, all of the shares of the Company’s common stock, par value $0.0001 per share, previously wholly-owned by FIS, were distributed to FIS shareholders through a stock dividend. At the time of the distribution, the Company consisted of all the assets, liabilities, businesses and employees related to FIS’s lender processing services segment as of the spin-off date. Prior to the spin-off, FIS contributed to LPS all of its interest in such assets, liabilities, businesses and employees in exchange for shares of LPS common stock and $1,585.0 million aggregate principal amount of our debt obligations. Upon the distribution, FIS’s shareholders received one-half share of our common stock for every share of FIS common stock held as of the close of business on June 24, 2008. FIS’s shareholders collectively received 100% of our common stock, and LPS is now a stand-alone public company trading under the symbol “LPS” on the New York Stock Exchange.

On June 20, 2008, FIS received a favorable private letter ruling from the IRS to the effect that the spin-off would be tax-free to FIS and its shareholders and the debt-for-debt exchange undertaken in connection with the spin-off would be tax-free to FIS, subject to certain factual requirements with respect to which the IRS expressed no view, consistent with its standard ruling policy, but which FIS independently determined would be satisfied.

Reporting segments

We conduct our operations through two reporting segments, Technology, Data and Analytics and Loan Transaction Services. Our Technology, Data and Analytics segment principally includes:

•  our mortgage processing services, which we conduct using our market-leading mortgage servicing platform, or MSP, and our team of experienced support personnel based primarily at our Jacksonville, Florida data center;

F-7

Lender Processing Services, Inc.
and Affiliates

Notes to combined financial statements — (Continued)

•  our Desktop application, a workflow system that assists our customers in managing business processes, which today is primarily used in connection with mortgage loan default management but which has broader applications;

•  our other software and related service offerings, including our mortgage origination software, our real estate closing and title insurance production software and our middleware application which provides collaborative network connectivity among mortgage industry participants; and

•  our data and analytics businesses, the most significant of which are our alternative property valuations business, which provides a range of types of valuations other than traditional appraisals, our property records business and our advanced analytic services, which assist our customers in their loan marketing or loss mitigation efforts.

Our Loan Transaction Services segment offers a range of services used mainly in the making of a mortgage loan, which we refer to as our loan facilitation services, and in the management of mortgage loans that go into default. Our loan facilitation services include:

•  settlement services, which consist of title agency services, in which we act as an agent for title insurers, and closing services, in which we assist in the closing of real estate transactions;

•  appraisal services, which consist of traditional appraisal and appraisal management services; and

•  other origination services, which consist of real estate tax services, which provide lenders with information about the tax status of a property, flood zone information, which assists lenders in determining whether a property is in a federally designated flood zone, and qualified exchange intermediary services for customers who seek to engage in qualified exchanges under Section 1031 of the Internal Revenue Code.

Our default management services offer a full spectrum of outsourced services in connection with defaulted loans. These services include:

•  foreclosure services, including access to a nationwide network of independent attorneys, document preparation and recording and other services;

•  property inspection and preservation services, designed to preserve the value of properties securing defaulted loans; and

•  asset management services, providing disposition services for our customers’ real estate owned properties through a network of independent real estate brokers, attorneys and other vendors to facilitate the transaction.

We also have a corporate segment that consists of the corporate overhead and other operations that are not included in the above segments.

(2)   Significant accounting policies

The following describes our significant accounting policies which have been followed in preparing the accompanying Combined Financial Statements.

(a)   Principles of combination and basis of presentation

The accompanying combined financial statements include those assets, liabilities, revenues and expenses related to our company for the years ended December 31, 2007, 2006 and 2005. All significant intercompany accounts and transactions have been eliminated. Our investments in less than 50% owned affiliates are accounted for using the equity method of accounting.

F-8

Lender Processing Services, Inc.
and Affiliates

Notes to combined financial statements — (Continued)

We participate in a centralized cash management program with FIS. A significant amount of our cash disbursements are made through centralized payable systems which are operated by FIS, and a significant amount of our cash receipts are received by us and transferred to centralized accounts maintained by FIS. There are no formal financing arrangements with FIS and all cash receipts and disbursement activity is recorded through parent’s equity in the combined balance sheets and as net distributions or contributions to parent in the combined statements of parent’s equity and cash flows because such amounts are considered to have been contributed by or distributed to FIS. As a result, there will be no net amount due to or from FIS which would require settlement at the spin-off date. Cash and cash equivalents reflected on the combined balance sheets represent only those amounts held at our company’s level.

The major components of the amounts contributed by or distributed to parent relate to our participation in the centralized cash management program with FIS. Amounts contributed by parent include cash payments made by FIS on our behalf as payments to cover our portion of FIS’s consolidated income tax liabilities and payments to cover accounts payable and payroll relating to our business activities, acquisitions and capital expenditures. Amounts effectively distributed to parent include cash receipts for amounts collected by FIS’s centralized receivables group on our behalf.

The major components of the net distribution to parent for the years ended December 31, 2007, 2006 and 2005 are as follows:

	2007			2006			2005
Distribution of cash collections	$	1,561,388		$	1,459,927		$	1,374,760
Contribution of cash disbursements:
Payroll		(519,548	)		(492,474	)		(437,080	)
Other cost of revenues		(576,679	)		(475,619	)		(474,704	)
Current provision for income taxes		(151,894	)		(115,861	)		(124,108	)
Additions to property, plant and equipment		(20,754	)		(24,156	)		(33,514	)
Additions to capitalized software		(49,798	)		(46,092	)		(58,944	)
Acquisitions, net of cash acquired		(37,305	)		(11,341	)		(5,926	)
FIS corporate allocations		(22,056	)		(22,050	)		(41,739	)
		(1,378,034	)		(1,187,593	)		(1,176,015	)
Net cash distributions to parent		183,354			272,334			198,745
Non-cash contribution relating to stock compensation		(14,057	)		(24,103	)		(11,007	)
Non-cash contribution for Espiel acquisition		(6,000	)		—			—
Net distribution to Parent	$	163,297		$	248,231		$	187,738

Other cost of revenues primarily includes payments for third party contractors and external labor, occupancy costs, equipment costs, data processing costs, travel and entertainment and professional fees.

The accompanying combined balance sheets do not include certain LPS assets or liabilities that are not specifically identifiable to the operations of our company, primarily accounts payable and accrued liabilities, as it is not practicable to identify this portion of assets and liabilities. We believe that the amount of these assets and liabilities not allocated to us and, therefore not reflected in the combined balance sheets represents less than 2% of total equity as of December 31, 2007 and 2006. We do not believe these amounts to be material to our balance sheets as of the dates presented.

The combined statements of operations include all revenues and expenses attributable to our company including a charge or allocation of the costs for support services provided by FIS which totaled $35.7 million,

F-9

Lender Processing Services, Inc.
and Affiliates

Notes to combined financial statements — (Continued)

$51.8 million and $54.9 million for the years ended December 31, 2007, 2006 and 2005, respectively. Where specific identification of expenses was not practicable, the cost of such services was proportionally allocated based on the most relevant allocation method for the service provided. The majority of there services related to shared corporate services such as legal, accounting, treasury and human resources and were allocated pro rata based on revenues which we believe reasonably reflect the relative size of our company compared to FIS and results in a fair charge for the use of these resources. Of the above amounts, total expenses allocated under the methods described above were $21.6 million, $27.7 million and $43.9 million in 2007, 2006 and 2005, respectively. The costs of these services were allocated on a cost basis with no mark-up recorded, consistent with the proposed Corporate Services agreement that we will have with FIS going forward for a period of time subsequent to the spin-off. The costs of these services are not necessarily indicative of the costs that would have been incurred if we had performed these functions as a stand-alone entity. We estimate that the expected amount of additional costs we will incur as a separately traded public company would be approximately $10.0 million to $15.0 million per year. However, management believes that the methods used to make such allocations are reasonable and faithfully represent the proportional costs of these services to us.

(b)   Reclassifications

Certain reclassifications have been made in the presentation of the 2007 combined balance sheet and combined statement of cash flows since the original filing of these financial statements on March 27, 2008. The first reclassification related to a related party payable balance of $4.9 million that was previously reflected in the 2007 combined balance sheet in other accrued liabilities that was reclassified to parent’s equity in order to be consistent with the balance sheet presentation of all related party balances as described in our Principles of Combination and Basis of Presentation as described in note 2(a) above. The Company made a corresponding change to its 2007 combined statement of cash flows. This reclassification represented a 22.9% change in the net increase in accounts payable, accrued liabilities and other liabilities within cash flows provided by operating activities or 1.7% of total cash flows provided by operating activities. The second reclassification within the 2007 combined statement of cash flows related to the elimination of a non-cash contribution of $6.0 million relating to an acquisition which had been previously reflected as a use of cash for investing activities within acquisitions, net of cash acquired, and within cash used in financing activities as an offset to net distribution to parent. This reclassification represented a 13.9% change in the amount previously reported as acquisitions, net of cash acquired, within cash flows used in investing activities or 5.2% of total cash used in investing activities. The net impact of these reclassifications on cash used in financing activities represented less than 1% of the amount previously reported.

(c)   Cash and cash equivalents

Highly liquid instruments purchased with original maturities of three months or less are considered cash equivalents. The carrying amounts reported in the combined balance sheets for these instruments approximate their fair value.

(d)   Fair value of financial instruments

The fair values of financial instruments, which primarily include trade receivables, approximate their carrying values. These estimates are subjective in nature and involve uncertainties and significant judgment in the interpretation of current market data. Therefore, the values presented are not necessarily indicative of amounts we could realize or settle currently.

F-10

Lender Processing Services, Inc.
and Affiliates

Notes to combined financial statements — (Continued)

(e)   Trade receivables, net

A summary of trade receivables, net, at December 31, 2007 and 2006 is as follows (in thousands):

	December 31,			December 31,
	2007			2006
Trade receivables — billed	$	298,422		$	192,976
Trade receivables — unbilled		8,144			5,679
Total trade receivables		306,566			198,655
Allowance for doubtful accounts		(20,330	)		(13,067	)
Total trade receivables, net	$	286,236		$	185,588

A summary of the roll forward of allowance for doubtful accounts for the years ended December 31, 2007 and 2006 is as follows (in thousands):

Allowance for doubtful accounts as of December 31, 2005	$	(11,739	)
Bad debt expense		(8,588	)
Write offs		7,260
Allowance for doubtful accounts as of December 31, 2006	$	(13,067	)
Bad debt expense		(11,353	)
Write offs		4,090
Allowance for doubtful accounts as of December 31, 2007	$	(20,330	)

(f)   Other receivables

Other receivables primarily represent fees due from financial institutions related to our property exchange facilitation business. The carrying value of these receivables approximates their fair value.

(g)   Goodwill

Goodwill represents the excess of cost over the fair value of identifiable assets acquired and liabilities assumed in business combinations. SFAS No. 142, “Goodwill and Intangible Assets” (“SFAS No. 142”) requires that intangible assets with estimable useful lives be amortized over their respective estimated useful lives to their estimated residual values and reviewed for impairment in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS No. 144”). SFAS No 142 and SFAS No. 144 also provide that goodwill and other intangible assets with indefinite useful lives should not be amortized, but shall be tested for impairment annually or more frequently if circumstances indicate potential impairment, through a comparison of fair value to the carrying amount. We measure for impairment on an annual basis during the fourth quarter using a September 30th measurement date unless circumstances require a more frequent measurement. There have been no impairment charges during the periods presented.

(h)   Long-lived assets

SFAS No. 144 requires that long-lived assets and intangible assets with definite useful lives be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the assets exceed the fair value of the asset.

F-11

Lender Processing Services, Inc.
and Affiliates

Notes to combined financial statements — (Continued)

(i)   Intangible assets

We have intangible assets which consist primarily of customer relationships and trademarks that are recorded in connection with acquisitions at their fair value based on the results of a valuation analysis. Customer relationships are amortized over their estimated useful lives using an accelerated method which takes into consideration expected customer attrition rates over a period of up to 10 years. Intangible assets with estimated useful lives are reviewed for impairment in accordance with SFAS No. 144 while intangible assets that are determined to have indefinite lives are reviewed for impairment at least annually in accordance with SFAS No. 142.

(j)   Computer software

Computer software includes the fair value of software acquired in business combinations, purchased software and capitalized software development costs. Purchased software is recorded at cost and amortized using the straight-line method over its estimated useful life and software acquired in business combinations is recorded at its fair value and amortized using straight-line or accelerated methods over its estimated useful life, ranging from five to ten years.

Capitalized software development costs are accounted for in accordance with either SFAS No. 86, “Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed” (“SFAS No. 86”), or with the American Institute of Certified Public Accountants (“AICPA”) Statement of Position (“SOP”) No. 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use” (“SOP 98-1”). After the technological feasibility of the software has been established (for SFAS No. 86 software), or at the beginning of application development (for SOP No. 98-1 software), software development costs, which include salaries and related payroll costs and costs of independent contractors incurred during development, are capitalized. Research and development costs incurred prior to the establishment of technological feasibility (for SFAS No. 86 software), or prior to application development (for SOP No. 98-1 software), are expensed as incurred. Software development costs are amortized on a product by product basis commencing on the date of general release of the products (for SFAS No. 86 software) and the date placed in service for purchased software (for SOP No. 98-1 software). Software development costs (for SFAS No. 86 software) are amortized using the greater of (1) the straight-line method over its estimated useful life, which ranges from three to ten years or (2) the ratio of current revenues to total anticipated revenue over its useful life.

(k)   Deferred contract costs

Cost of software sales and outsourced data processing and application management arrangements, including costs incurred for bid and proposal activities, are generally expensed as incurred. However, certain costs incurred upon initiation of a contract are deferred and expensed over the contract life. These costs represent incremental external costs or certain specific internal costs that are directly related to the contract acquisition or transition activities and are primarily associated with installation of systems/processes and data conversion.

In the event indications exist that a deferred contract cost balance related to a particular contract may be impaired, undiscounted estimated cash flows of the contract are projected over its remaining term and compared to the unamortized deferred contract cost balance. If the projected cash flows are not adequate to recover the unamortized cost balance, the balance would be adjusted to equal the contract’s net realizable value, including any termination fees provided for under the contract, in the period such a determination is made.

F-12

Lender Processing Services, Inc.
and Affiliates

Notes to combined financial statements — (Continued)

As of December 31, 2007 and 2006, we had approximately $32.8 million and $29.0 million recorded as deferred contract costs that were classified in pre-paid and other current assets or other long-term assets on the combined balance sheets.

(l)   Property and equipment

Property and equipment is recorded at cost, less accumulated depreciation and amortization. Depreciation and amortization are computed primarily using the straight-line method based on the estimated useful lives of the related assets: thirty years for buildings and three to seven years for furniture, fixtures and computer equipment. Leasehold improvements are amortized using the straight-line method over the lesser of the initial terms of the applicable leases or the estimated useful lives of such assets.

(m)   Income taxes

Our operating results have been included in FIS’s consolidated U.S. Federal and State income tax returns. Through March 8, 2005, FIS’s operating results were included in FNF’s consolidated U.S. Federal and State income tax returns. The provision for income taxes in the combined statements of earnings is made at rates consistent with what we would have paid as a stand-alone taxable entity. We recognize deferred income tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities and expected benefits of utilizing net operating loss and credit carryforwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The impact on deferred income taxes of changes in tax rates and laws, if any, is reflected in the combined financial statements in the period enacted. Our obligation for current taxes is paid by FIS on our behalf and settled through Parent’s equity.

(n)   Revenue recognition

The following describes our primary types of revenues and our revenue recognition policies as they pertain to the types of transactions we enter into with our customers. We enter into arrangements with customers to provide services, software and software related services such as post-contract customer support and implementation and training either individually or as part of an integrated offering of multiple services. These services occasionally include offerings from more than one segment to the same customer. The revenues for services provided under these multiple element arrangements are recognized in accordance with the applicable revenue recognition accounting principles as further described below.

In our Technology, Data and Analytics segment, we recognize revenues relating to mortgage processing, outsourced business processing services, data and analytics services, along with software licensing and software related services. In some cases, these services are offered in combination with one another and in other cases we offer them individually. Revenues from processing services are typically volume-based depending on factors such as the number of accounts processed, transactions processed and computer resources utilized.

The substantial majority of the revenues in our Technology, Data and Analytics segment are from outsourced data processing, data and valuation related services, and application management arrangements. Revenues from these arrangements are recognized as services are performed in accordance with Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin No. 104 (“SAB No. 104”), “Revenue Recognition” and related interpretations. SAB No. 104 sets forth guidance as to when revenue is realized or realizable and earned when all of the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the seller’s price to the buyer is fixed or determinable; and (4) collectability is reasonably assured. Revenues and costs related to implementation, conversion and

F-13

Lender Processing Services, Inc.
and Affiliates

Notes to combined financial statements — (Continued)

programming services associated with our data processing and application management agreements during the implementation phase are deferred and subsequently recognized using the straight-line method over the term of the related services agreement. We evaluate these deferred contract costs for impairment in the event any indications of impairment exist.

In the event that our arrangements with our customers include more than one service, we determine whether the individual revenue elements can be recognized separately in accordance with Financial Accounting Standards Board (“FASB”) Emerging Issues Task Force No. 00-21 (“EITF 00-21”), “Revenue Arrangements with Multiple Deliverables”. EITF 00-21 addresses the determination of whether an arrangement involving more than one deliverable contains more than one unit of accounting and how the arrangement consideration should be measured and allocated to the separate units of accounting.

If the services are software related services as determined under AICPA’s SOP 97-2 “Software Revenue Recognition” (“SOP 97-2”), and SOP 98-9 “Modification of SOP No. 97-2, Software Revenue Recognition, with Respect to Certain Transactions” (“SOP 98-9”) we apply these pronouncements and related interpretations to determine the appropriate units of accounting and how the arrangement consideration should be measured and allocated to the separate units.

We recognize software license and post-contract customer support fees as well as associated development, implementation, training, conversion and programming fees in accordance with SOP No. 97-2 and SOP No. 98-9. Initial license fees are recognized when a contract exists, the fee is fixed or determinable, software delivery has occurred and collection of the receivable is deemed probable, provided that vendor-specific objective evidence (“VSOE”) has been established for each element or for any undelivered elements. We determine the fair value of each element or the undelivered elements in multi-element software arrangements based on VSOE. If the arrangement is subject to accounting under SOP No. 97-2, VSOE for each element is based on the price charged when the same element is sold separately, or in the case of post-contract customer support, when a stated renewal rate is provided to the customer. If evidence of fair value of all undelivered elements exists but evidence does not exist for one or more delivered elements, then revenue is recognized using the residual method. Under the residual method, the fair value of the undelivered elements is deferred and the remaining portion of the arrangement fee is recognized as revenue. If evidence of fair value does not exist for one or more undelivered elements of a contract, then all revenue is deferred until all elements are delivered or fair value is determined for all remaining undelivered elements. Revenue from post-contract customer support is recognized ratably over the term of the agreement. We record deferred revenue for all billings invoiced prior to revenue recognition.

In our Loan Transaction Services segment, we recognize revenues relating to loan facilitation services and default management services. Revenue derived from software and service arrangements included in the Loan Transaction Services segment is recognized in accordance with SOP No. 97-2 as discussed above. Loan facilitation services primarily consist of centralized title agency services for various types of lenders. Revenues relating to loan facilitation services are typically recognized at the time of closing of the related real estate transaction. Ancillary service fees are recognized when the service is provided. Default management services assist customers through the default and foreclosure process, including property preservation and maintenance services (such as lock changes, window replacement, debris removal and lawn service), posting and publication of foreclosure and auction notices, title searches, document preparation and recording services, and referrals for legal and property brokerage services. Property data or data-related services principally include appraisal and valuation services, property records information, real estate tax services and borrower credit and flood zone information. Revenues derived from these services are recognized as the services are performed in accordance with SAB No. 104 as described above.

In addition, our flood and tax units provide various services including life-of-loan-monitoring services. Revenue for life-of-loan services is deferred and recognized ratably over the estimated average life of the loan

F-14

Lender Processing Services, Inc.
and Affiliates

Notes to combined financial statements — (Continued)

service period, which is determined based on our historical experience and industry data. We evaluate our historical experience on a periodic basis, and adjust the estimated life of the loan service period prospectively.

(o)   Cost of revenue and selling, general and administrative costs

Cost of revenue includes payroll, employee benefits, occupancy costs and other costs associated with personnel employed in customer service roles, including program design and development and professional services. Cost of revenue also includes data processing costs, amortization of software and customer relationship intangible assets and depreciation on operating assets. Research and development costs are also included in this caption and were less than 3% of revenues in each year presented.

Selling, general, and administrative expenses include payroll, employee benefits, occupancy and other costs associated with personnel employed in sales, marketing, human resources and finance roles. Selling, general, and administrative expenses also includes depreciation on non-operating corporate assets, advertising costs and other marketing-related programs.

(p)   Stock-based compensation plans

Historically our employees have participated in FIS’s and FNF’s stock incentive plans that provide for the granting of incentive and nonqualified stock options, restricted stock and other stock-based incentive awards to officers and key employees. Since November 9, 2006, all options and awards held by our employees were issuable in the common stock of FIS. Prior to November 9, 2006, certain awards held by our employees were issuable in both FNF and FIS common stock. On November 9, 2006, as part of the closing of the merger between FIS and old FNF, FIS assumed certain options and restricted stock grants that our employees and directors held under various FNF stock-based compensation plans and all these award were converted into awards issuable in FIS common stock.

These financials statements include an allocation of stock compensation expense for all periods presented. This allocation includes all stock compensation recorded by FIS for the employees within our operating segments and an allocation of the expense recorded by FIS for certain corporate employees and FIS’s Board of Directors.

We account for stock-based compensation using the fair value recognition provisions of SFAS No. 123R, “Share-Based Payment” (“SFAS 123R”) effective January 1, 2006. Prior to January 1, 2006, we accounted for stock-based compensation using the fair value recognition provisions of SFAS No. 123, “Accounting for Stock-Based Compensation” (“SFAS No. 123”) which we adopted on January 1, 2003 under the prospective method as permitted by SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure” (“SFAS No. 148”). Under the fair-value method, stock-based employee compensation cost was recognized from the beginning of 2003 as if the fair value method of accounting had been used to account for all employee awards granted, modified, or settled in years beginning after December 31, 2002. We have provided for stock compensation expense of $14.1 million, $24.1 million and $11.0 million for 2007, 2006 and 2005, respectively, which is included in selling, general, and administrative expense in the combined statements of earnings. The year ended December 31, 2006 included stock compensation expense of $12.6 million relating to the FIS performance based options granted on March 9, 2005 for which the performance and market based criteria for vesting were met during 2006 and a $4.3 million charge relating to the acceleration of option vesting in connection with the merger between FIS and old FNF. There was no material impact of adopting SFAS No. 123R as all options issued to our employees under FNF grants that had been accounted for under other methods were fully vested as of December 31, 2005. All grants of FIS options have been accounted for under fair value accounting under SFAS 123 or SFAS 123R. The pro forma impact on 2005 earnings if we had recorded compensation expense associated with all options granted prior to January 1, 2003 was immaterial.

F-15

Lender Processing Services, Inc.
and Affiliates

Notes to combined financial statements — (Continued)

(q)   Deferred compensation plan

FIS maintains a deferred compensation plan (the “Plan”) which is available to certain FIS management level employees and directors. The Plan permits participants to defer receipt of part of their current compensation. Participant benefits for the Plan are provided by a funded rabbi trust.

The compensation withheld from Plan participants, together with investment income on the Plan, is recorded as a deferred compensation obligation to participants and is included as a long-term liability in the accompanying combined balance sheets. The related plan assets are classified within other non-current assets in the accompanying combined balance sheets and are reported at market value. At December 31, 2007 and 2006, the balance of the deferred compensation liability totaled $34.2 million and $22.3 million, respectively.

(r)   Management estimates

The preparation of these Combined Financial Statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Combined Financial Statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

(s)   Unaudited pro forma net earnings per share

Unaudited pro forma net earnings per shares basic is calculated using one-half the number of outstanding shares of FIS as of December 31, 2007 because to complete the spin-off we expect to issue one-half a share of our common stock for each outstanding share of FIS common stock then outstanding. Unaudited pro forma net earnings per share-diluted is calculated using one-half the number of dilutive common stock equivalents as of December 31, 2007 that are expected to be converted into stock options and awards of our common stock as of the spin-off date. The following table summarizes pro forma earnings per share for the year ended December 31, 2007 (in thousands, except per share amounts):

	2007
Net earnings	$	256,805
Pro forma weighted average shares outstanding — basic		97,335
Plus: Pro forma common stock equivalent shares assumed from conversion of options		362
Pro forma weighted average shares outstanding — diluted		97,697
Pro forma net earnings per share-basic	$	2.64
Pro forma net earnings per share-diluted	$	2.63

(t)   Recent accounting pronouncements

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS 141(R)”), requiring an acquirer in a business combination to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at their fair values at the acquisition date, with limited exceptions. The costs of the acquisition and any related restructuring costs will be expensed. Assets and liabilities arising from contingencies in a business combination are to be recognized at their fair value at the acquisition date and adjusted prospectively as new information becomes available. When the fair value of assets acquired exceeds the fair value of consideration transferred plus any noncontrolling interest in the acquiree, the excess will be recognized as a gain. Under SFAS 141(R), all business combinations will be accounted for by prospectively applying the acquisition method, including combinations among mutual entities

F-16

Lender Processing Services, Inc.
and Affiliates

Notes to combined financial statements — (Continued)

and combinations by contract alone. SFAS 141(R) is effective for periods beginning on or after December 15, 2008, and will apply to business combinations occurring after the effective date.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51” (“SFAS 160”), requiring noncontrolling interests (sometimes called minority interests) to be presented as a component of equity on the balance sheet. SFAS 160 also requires that the amount of net income attributable to the parent and to the noncontrolling interests be clearly identified and presented on the face of the consolidated statement of income. This statement eliminates the need to apply purchase accounting when a parent company acquires a noncontrolling ownership interest in a subsidiary and requires that, upon deconsolidation of a subsidiary, a parent company recognize a gain or loss in net income after which any retained noncontrolling interest will be reported at fair value. SFAS 160 requires expanded disclosures in the consolidated financial statements that identify and distinguish between the interests of the parent’s owners and the interest of the noncontrolling owners of subsidiaries. SFAS 160 is effective for periods beginning on or after December 15, 2008 and will be applied prospectively except for the presentation and disclosure requirements, which will be applied retrospectively for all periods presented. Management is currently evaluating the impact of this statement on our statements of financial position and operations.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS 159”). SFAS 159 permits entities to choose to measure financial instruments and certain other items at fair value that are not currently required to be measured at fair value. SFAS 159 mandates certain financial statement presentation and disclosure requirements when a company elects to report assets and liabilities at fair value under SFAS 159. We adopted SFAS 159 on January 1, 2008. Adoption of SFAS 159 did not have a material impact on our statements of financial position and operations.

In September 2006, the FASB issued SFAS No. 157 (“SFAS 157”), “Fair Value Measurements,” which defines fair value, establishes guidelines for measuring fair value and expands disclosures regarding fair value measurements. SFAS 157 does not require any new fair value measurements but rather eliminates inconsistencies in guidance found in various prior accounting pronouncements and is effective for fiscal years beginning after November 15, 2007. In February 2008, the FASB issued FASB FSP 157-2 which delays the effective date of SFAS 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), until fiscal years beginning after November 15, 2008, and interim periods within those fiscal years. These nonfinancial items include assets and liabilities such as reporting units measured at fair value in a goodwill impairment test and nonfinancial assets acquired and liabilities assumed in a business combination. Effective January 1, 2008, we adopted SFAS 157 for financial assets and liabilities recognized at fair value on a recurring basis. The partial adoption of SFAS 157 for financial assets and liabilities did not have a material impact on our consolidated financial position, results of operations or cash flows.

(3)   Transactions with related parties

We have historically conducted business with FIS and with FNF. We have various agreements with FNF under which we have provided title agency services, software development and other data services. We have been allocated corporate costs from FIS and will continue to receive certain corporate services from FIS for a period of time. A summary of these agreements in effect through December 31, 2007 is as follows:

•  Agreements to provide software development and services.  These agreements govern the fee structure under which we are paid for providing software development and services to FNF which consist of developing software for use in the title operations of FNF.

F-17

Lender Processing Services, Inc.
and Affiliates

Notes to combined financial statements — (Continued)

•  Arrangements to provide other data services.  Under these arrangements we are paid for providing other data services to FNF, which consist primarily of data services required by the title insurance operations.

•  Allocation by FIS of corporate services.  FIS currently provides general management, accounting, treasury, tax, finance, payroll, human resources, employee benefits, internal audit, mergers and acquisitions, and other corporate and administrative support to us. The amounts included in these financials statements for these services have been allocated by management and management believes the methods used to allocate these amounts are reasonable.

•  Licensing, leasing, cost sharing and other agreements.  These agreements provide for the reimbursement of certain amounts from FNF and FIS related to various miscellaneous leasing and cost sharing agreements, as well as the payment of certain amounts by us to FNF or its subsidiaries in connection with our use of certain intellectual property or other assets of or services by FNF.

•  Agreements to provide title agency services.  These agreements allow us to provide services to existing customers through loan facilitation transactions, primarily with large national lenders. The arrangement involves providing title agency services which result in the issuance of title policies on behalf of title insurance underwriters owned by FNF and its subsidiaries. Subject to certain early termination provisions for cause, each of these agreements may be terminated upon five years’ prior written notice, which notice may not be given until after the fifth anniversary of the effective date of each agreement, which ranges from July 2004 through September 2006 (thus effectively resulting in a minimum ten year term and a rolling one-year term thereafter). Under this agreement, we earn commissions which, in aggregate, are equal to approximately 89% of the total title premium from title policies that we place with subsidiaries of FNF. We also perform similar functions in connection with trustee sale guarantees, a form of title insurance that subsidiaries of FNF issue as part of the foreclosure process on a defaulted loan.

A detail of related party items included in revenues and expenses is as follows (in millions):

	2007		2006		2005
Title agency commissions	$	132.2	$	83.9	$	80.9
Software development revenue		59.5		32.7		7.7
Other data services		19.6		19.8		17.4
Total revenues	$	211.3	$	136.4	$	106.0

	2007			2006			2005
Title plant information expense	$	5.8		$	3.9		$	3.0
Corporate services		35.7			51.8			54.9
Licensing, leasing and cost sharing agreement		(12.2	)		(13.2	)		(10.8	)
Total expenses	$	29.3		$	42.5		$	47.1

We believe the amounts earned from or charged by FNF or FIS under each of the foregoing service arrangements are fair and reasonable. We believe that the approximate 89% aggregate commission rate on title insurance policies is consistent with the blended rate that would be available to a third party title agent given the amount and the geographic distribution of the business produced and the low risk of loss profile of the business placed. The software development services to FNF are priced within the range of prices we offer to third parties. These transactions between us and FIS and FNF are subject to periodic review for performance and pricing.

F-18

Lender Processing Services, Inc.
and Affiliates

Notes to combined financial statements — (Continued)

Other related party transactions:

Contribution of National New York

During the second quarter of 2006, old FNF contributed the stock of National Title Insurance of New York, Inc. (“National New York”), a title insurance company, to us. This transaction was reflected as a contribution of capital from old FNF in the amount of old FNF’s historical basis in National New York of approximately $10.7 million.

Investment by FNF in FNRES Holdings, Inc.

On December 31, 2006, FNF contributed $52.5 million to FNRES Holdings, Inc. (“FNRES”), an FIS subsidiary, for approximately 61% of the outstanding shares of FNRES. As a result, since December 31, 2006, we no longer consolidate FNRES, but record our remaining 39% interest as an equity investment in the amount of $30.5 million and $33.5 million as of December 31, 2007 and 2006, respectively. We recorded equity losses (net of tax), from our investment in FNRES, of $3.0 million for the year ended December 31, 2007. During 2006 and 2005, FNRES contributed revenues of $45.1 million and $43.7 million, respectively, and operating (loss) income of $(6.6) million and $1.7 million, respectively which are reflected in the Corporate and Other segment.

(4)   Acquisitions

The results of operations and financial position of the entities acquired during the years ended December 31, 2007, 2006, and 2005 are included in the Combined Financial Statements from and after the date of acquisition. These acquisitions were made by FIS and are being contributed by FIS to us. The purchase price of each acquisition was allocated to the assets acquired and liabilities assumed based on their valuation with any excess cost over fair value being allocated to goodwill. During 2007, the acquisition of Espiel, Inc. and Financial System Integrators, Inc. for $43.3 million resulted in the recording of $32.4 million of goodwill, and $12.4 million of other intangible assets and software. During 2006 and 2005, the aggregate purchase price, net of cash acquired of various minor acquisitions was $11.3 million and $5.9 million, respectively. The impact of the acquisitions made from January 1, 2005 through December 31, 2007 were not significant individually or in the aggregate to our historical financial results.

(5)   Property and equipment

Property and equipment as of December 31, 2007 and 2006 consists of the following (in thousands):

	December 31,			December 31,
	2007			2006
Land	$	4,835		$	4,835
Buildings		67,764			78,051
Leasehold improvements		12,147			11,986
Computer equipment		104,809			120,785
Furniture, fixtures, and other equipment		32,151			50,717
		221,706			266,374
Accumulated depreciation and amortization		(126,086	)		(164,412	)
	$	95,620		$	101,962

Depreciation and amortization expense on property and equipment amounted to $27.2 million, $29.2 million and $26.8 million for the years ended December 31, 2007, 2006 and 2005, respectively.

F-19

Lender Processing Services, Inc.
and Affiliates

Notes to combined financial statements — (Continued)

(6)   Goodwill

Changes in goodwill during the years ended December 31, 2007 and 2006 are summarized as follows (in thousands):

	Technology,		Loan
	Data and		Transaction			Corporate/
	Analytics		Services			Eliminations			Total
Balance, December 31, 2005	$	403,735	$	290,361		$	20,339		$	714,435
Goodwill removed due to deconsolidation of FNRES		—		—			(20,339	)		(20,339	)
Goodwill relating to FIS change in reporting units(1)		209,112		144,656			—			353,768
Goodwill acquired during 2006		6,380		—			—			6,380
Purchase price adjustments to prior period acquisitions		—		(8,463	)		—			(8,463	)
Balance, December 31, 2006		619,227		426,554			—			1,045,781
Goodwill acquired during 2007 relating to Espiel		32,373		—			—			32,373
Balance, December 31, 2007	$	651,600	$	426,554		$	—		$	1,078,154

(1) During 2006, FIS merged with Certegy Inc. and completed a corporate reorganization. As a result, FIS changed its operating segments and reporting units in accordance with SFAS No. 131 and SFAS No. 142, respectively. The change in operating segments and reporting units resulted in additional goodwill being allocated to the businesses which comprise the lender processing segment of FIS based on their relative fair values. This adjustment to our historical goodwill is reflected as a capital contribution by FIS during 2006.

(7)   Intangible assets

Intangible assets, as of December 31, 2007, consist of the following (in thousands):

			Accumulated
	Cost		Amortization		Net
Customer relationships	$	353,083	$	238,989	$	114,094
Trademarks		4,035		—		4,035
	$	357,118	$	238,989	$	118,129

Intangible assets, as of December 31, 2006, consist of the following (in thousands):

			Accumulated
	Cost		Amortization		Net
Customer relationships	$	348,713	$	199,235	$	149,478
Trademarks		3,351		—		3,351
	$	352,064	$	199,235	$	152,829

Amortization expense for intangible assets with definite lives was $42.4 million, $51.5 million and $56.0 million for the years ended December 31, 2007, 2006 and 2005 respectively. Intangible assets, other than those with indefinite lives, are amortized over their estimated useful lives ranging from 5 to 10 years

F-20

Lender Processing Services, Inc.
and Affiliates

Notes to combined financial statements — (Continued)

using accelerated methods. Estimated amortization expense for the next five years is $36.5 million for 2008, $29.4 million for 2009, $21.7 million for 2010, $13.6 million for 2011 and $8.9 million for 2012.

(8)   Computer software

Computer software as of December 31, 2007 and 2006 consists of the following (in thousands):

	December 31,			December 31,
	2007			2006
Software from business acquisitions	$	82,203		$	76,168
Capitalized software development costs		112,920			95,898
Purchased software		29,130			49,614
Computer software		224,253			221,680
Accumulated amortization		(73,881	)		(94,600	)
Computer software, net of accumulated amortization	$	150,372		$	127,080

Amortization expense for computer software was $31.1 million, $29.0 million and $28.7 million for the years ended December 31, 2007, 2006 and 2005, respectively, and is included in cost of revenues in the accompanying combined statements of earnings.

(9)   Income taxes

Income tax expense (benefit) attributable to continuing operations for the years ended December 31, 2007, 2006 and 2005 consists of the following (in thousands):

	2007		2006		2005
Current provision (benefit):
Federal	$	130,830	$	99,580	$	106,837
State		21,064		16,281		17,271
Total current provision	$	151,894	$	115,861	$	124,108
Deferred provision (benefit):
Federal	$	10,805	$	10,458	$	(87	)
State		2,035		1,665		139
Total deferred provision	$	12,840	$	12,123	$	52
Total provision for income taxes	$	164,734	$	127,984	$	124,160

A reconciliation of the federal statutory income tax rate to our effective income tax rate for the years ended December 31, 2007, 2006 and 2005 is as follows (in thousands):

	2007			2006			2005
Federal statutory income tax rate		35.0	%		35.0	%		35.0	%
State income taxes		3.5	%		3.5	%		3.5	%
Other		0.2	%		0.3	%		0.2	%
Effective income tax rate		38.7	%		38.8	%		38.7	%

F-21

Lender Processing Services, Inc.
and Affiliates

Notes to combined financial statements — (Continued)

The significant components of deferred income tax assets and liabilities at December 31, 2007 and 2006 consist of the following (in thousands):

	2007			2006
Deferred income tax assets:
Deferred revenue	$	28,951		$	39,142
State taxes		7,372			5,698
Employee benefit accruals		2,194			7,658
Accruals and reserves		3,007			3,281
Allowance for doubtful accounts		7,829			5,032
Investments		4,115			2,956
Depreciation		2,389			—
Total gross deferred income tax assets		55,857			63,767
Less: Valuation allowance		(4,115	)		(2,956	)
Total deferred income tax assets	$	51,742		$	60,811
Deferred income tax liabilities:
Amortization of goodwill and intangible assets	$	48,716		$	45,350
Deferred contract costs		12,631			11,148
Investments		5,151			5,020
Depreciation		—			998
Total deferred income tax liabilities		66,498			62,516
Net deferred income tax liability	$	14,756		$	1,705

Deferred income taxes have been classified in the combined balance sheets as of December 31, 2007 and 2006 as follows (in thousands):

	2007		2006
Current assets	$	40,440	$	55,203
Noncurrent liabilities		55,196		56,908
Net deferred income tax liability	$	14,756	$	1,705

Management believes that based on its historical pattern of taxable income, we will produce sufficient income in the future to realize our deferred income tax assets. A valuation allowance is established for any portion of a deferred income tax asset if management believes it is more likely than not that we will not be able to realize the benefits or portion of a deferred income tax asset. Adjustments to the valuation allowance will be made if there is a change in management’s assessment of the amount of deferred income tax asset that is realizable.

As of January 1, 2005, the Internal Revenue Service selected FIS to participate in the Compliance Assurance Process (CAP) which is a real-time audit for 2005 and future years. The Internal Revenue Service has completed its review for years 2002-2006 which resulted in an immaterial adjustment for tax year 2004 related to a temporary difference and no changes to any other tax year. Tax years 2007 and 2008 are currently under audit by the IRS. Currently management believes the ultimate resolution of the 2007 and 2008 examinations will not result in a material adverse effect to our financial position or results of operations. Substantially all state income tax returns have been concluded through 2003.

F-22

Lender Processing Services, Inc.
and Affiliates

Notes to combined financial statements — (Continued)

The 2007 calendar year is the first year we were required to adopt FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”). As a result of the adoption, we had no change to reserves for uncertain tax positions. Our policy is to classify interest and penalties on accrued but unpaid taxes as income tax expense. There were no unrecognized tax benefits for any period presented in the combined financial statements.

(10)   Commitments and contingencies

Litigation

In the ordinary course of business, we are involved in various pending and threatened litigation matters related to operations, some of which include claims for punitive or exemplary damages. We believe that no actions, other than the matters listed below, depart from customary litigation incidental to our business. As background to the disclosure below, please note the following:

•  These matters raise difficult and complicated factual and legal issues and are subject to many uncertainties and complexities.

•  In these matters, plaintiffs seek a variety of remedies including equitable relief in the form of injunctive and other remedies and monetary relief in the form of compensatory damages. In some cases, the monetary damages sought include punitive or treble damages. None of the cases described below includes a specific statement as to the dollar amount of damages demanded. Instead, each of the cases includes a demand in an amount to be proved at trial.

•  For the reasons specified above, it is not possible to make meaningful estimates of the amount or range of loss that could result from these matters at this time. We review these matters on an on going basis and follow the provisions of SFAS No. 5, Accounting for Contingencies, (“SFAS 5”) when making accrual and disclosure decisions. When assessing reasonably possible and probable outcomes, we base our decision on our assessment of the ultimate outcome following all appeals.

•  We intend to vigorously defend each of these matters, and we do not believe that the ultimate disposition of these lawsuits will have a material adverse impact on our financial position.

National Title Insurance of New York Inc. Litigation

One of our subsidiaries, National Title Insurance of New York, Inc. has been named in eight putative class action lawsuits: Barton, Lynn v. National Title Insurance of New York, Inc. et al., filed in the U.S. District Court for the Northern District of California on March 10, 2008; Gentilcore, Lisa v. National Title Insurance of New York, Inc. et al., filed in the U.S. District Court for the Northern District of California on March 11, 2008; Martinez, Louis and Silvia v. National Title Insurance of New York, Inc. et al., filed in the U.S. District Court for the Southern District of California on March 18, 2008; Swick, Judy and Thomas v. National Title Insurance of New York, Inc. et al., filed in the U.S. District Court for the District of New Jersey on March 19, 2008; Davis, Vincent Leon v. National Title Insurance of New York, Inc. et al., filed in the U.S. District Court for the Central District of California, Western Division, on March 20, 2008; Pepe, Pat and Olga v. National Title Insurance of New York, Inc. et al., filed in the U.S. District Court for the District of New Jersey on March 21, 2008; Kornbluth, Ian v. National Title Insurance of New York, Inc. et al., filed in the U.S. District Court for the District of New Jersey on March 24, 2008; and Lamb, Edward and Frances v. National Title Insurance of New York, Inc. et al., filed in the U.S. District Court for the District of New Jersey on March 24, 2008. The complaints in these lawsuits are substantially similar and allege that the title insurance underwriters named as defendants, including National Title Insurance of New York, Inc., engaged in illegal price fixing as well as market allocation and division that resulted in higher title insurance prices for consumers. The complaints seek treble damages in an amount to be proved at trial and an injunction against the defendants

F-23

Lender Processing Services, Inc.
and Affiliates

Notes to combined financial statements — (Continued)

from engaging in any anti-competitive practices under the Sherman Antitrust Act and various state statutes. National Title Insurance of New York, Inc. intends to join in a pending Motion to Transfer the actions to the U.S. District Court for the Southern District at New York for coordinated or consolidated pre-trial hearings.

Harris, Ernest and Mattie v. FIS Foreclosure Solutions, Inc.

A putative class action was filed on January 16, 2008 as an adversary proceeding in the Bankruptcy Court in the Southern District of Texas. The complaint alleges that LPS engaged in unlawful attorney fee-splitting practices in its default management business. The complaint seeks declaratory and equitable relief reversing all attorneys fees charged to debtors in bankruptcy court and disgorging any such fees we collected. We filed a Motion to Dismiss, and the Bankruptcy Court dismissed three of the six counts contained in the complaint. We also filed a Motion to Withdraw the Reference and remove the case to federal district court as the appropriate forum for the resolution of the allegations contained in the complaint. The Bankruptcy Court recommended removal to the U.S. District Court for the Southern District of Texas, and the U.S. District Court accepted that recommendation in April 2008.

Guarantees of FIS long-term debt

Borrowings under FIS’s credit agreement and certain notes are ratably secured by a pledge of equity interests in certain of our subsidiaries, subject to certain exceptions for subsidiaries not required to be pledged. Pursuant to the terms of these agreements, once FIS has no equity interests in our subsidiaries as a result of the spin-off, such equity interests will no longer secure FIS’s long-term debt and FIS will exchange our obligations under our new long-term debt to retire a portion of its long-term debt balances.

Indemnifications and warranties

We often indemnify our customers against damages and costs resulting from claims of patent, copyright, or trademark infringement associated with use of our software through software licensing agreements. Historically, we have not made any payments under such indemnifications, but continue to monitor the conditions that are subject to the indemnifications to identify whether it is probable that a loss has occurred, and would recognize any such losses when they are estimable. In addition, we warrant to customers that our software operates substantially in accordance with the software specifications. Historically, no costs have been incurred related to software warranties and none are expected in the future, and as such no accruals for warranty costs have been made.

Tax indemnification agreement

Under the tax disaffiliation agreement to be entered into by our parent and us in connection with the distribution, we would be required to indemnify our parent and its affiliates against all tax related liabilities caused by the failure of the spin-off to qualify for tax-free treatment for United States Federal income tax purposes (including as a result of Section 355(e) of the Code) to the extent these liabilities arise as a result of any action taken by us or any of our affiliates following the spin-off or otherwise result from any breach of any representation, covenant or obligation of our company or any of our affiliates under the tax disaffiliation agreement.

Escrow arrangements

In conducting our title agency, closing and Section 1031 tax deferred exchange operations, we routinely hold customers’ assets in escrow and investment accounts, pending completion of real estate and exchange transactions. Certain of these amounts are maintained in segregated bank accounts and have not been included in the accompanying Combined Balance Sheets. We have a contingent liability relating to proper disposition

F-24

Lender Processing Services, Inc.
and Affiliates

Notes to combined financial statements — (Continued)

of these balances, which amounted to $1.9 billion at December 31, 2007. For the customers’ assets that we hold in escrow, we have ongoing programs for realizing economic benefits through favorable borrowing and vendor arrangements with various banks. We had no borrowings outstanding as of December 31, 2007, under these arrangements with respect to these assets in escrow. At that date, our customers’ tax deferred assets that were held in investment accounts were largely invested in short-term, high grade investments that minimize risk to principal.

Leases

We lease certain of our property under leases which expire at various dates. Several of these agreements include escalation clauses and provide for purchases and renewal options for periods ranging from one to five years.

Future minimum operating lease payments for leases with remaining terms greater than one year for each of the years in the five years ending December 31, 2012, and thereafter in the aggregate, are as follows (in thousands):

2008	$	16,776
2009		12,734
2010		6,160
2011		3,378
2012		2,049
Thereafter		—
Total	$	41,097

Rent expense incurred under all operating leases during the years ended December 31, 2007, 2006 and 2005 was $21.7 million, $19.2 million and $24.1 million, respectively.

(11)   Employee benefit plans

Stock purchase plan

Historically our employees have participated in the FNF Employee Stock Purchase Plan (through mid-2006) and the FIS Employee Stock Purchase Plan (since mid-2006) (collectively the “ESPP Plans”). Under the terms of both plans and subsequent amendments, eligible employees may voluntarily purchase, at current market prices, shares of common stock through payroll deductions. Pursuant to the ESPP Plans, employees may contribute an amount between 3% and 15% of their base salary and certain commissions. Shares purchased are allocated to employees, based upon their contributions. We contribute varying matching amounts as specified in the ESPP Plans. We recorded an expense of $4.8 million, $4.1 million and $4.1 million for the years ended December 31, 2007, 2006 and 2005, respectively relating to the participation of our employees in the ESPP Plans.

401(k) Profit sharing plan

Historically our employees have participated in qualified 401(k) plans sponsored by FNF or FIS. Eligible employees may contribute up to 40% of their pretax annual compensation, up to the amount allowed pursuant to the Internal Revenue Code. We generally match 50% of each dollar of employee contribution up to 6% of the employee’s total eligible compensation. We recorded $7.3 million, $6.7 million and $5.6 million for the years ended December 31, 2007, 2006 and 2005, respectively relating to the participation of our employees in the 401(k) plans.

F-25

Lender Processing Services, Inc.
and Affiliates

Notes to combined financial statements — (Continued)

Stock option plans

Historically our employees have participated in FIS and FNF’s stock incentive plans that provide for the granting of incentive and nonqualified stock options, restricted stock and other stock-based incentive awards to officers and key employees. Since November 9, 2006, all options and awards held by our employees were issuable in the common stock of FIS. Prior to November 9, 2006, certain awards held by our employees were issuable in both FNF and FIS common stock. On November 9, 2006, as part of the closing of the merger between FIS and old FNF, FIS assumed certain options and restricted stock grants that our employees and directors held under various FNF stock-based compensation plans and all these awards were converted into awards issuable in FIS common stock.

These financials statements include stock compensation expense attributable to our employees for all periods presented. This includes all stock compensation specifically recorded by FIS for employees within our operating segments and an allocation of the expense recorded by FIS for certain corporate employees and FIS’s Board of Directors.

We account for stock-based compensation using the fair value recognition provisions of SFAS No. 123R, Share-Based Payment (“SFAS 123R”) effective as of January 1, 2006. Prior to January 1, 2006, we accounted for stock-based compensation using the fair value recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation (“SFAS No. 123”) which we adopted on January 1, 2003 under the prospective method as permitted by SFAS No. 148, Accounting for Stock-Based Compensation — Transition and Disclosure (“SFAS No. 148”). Under this method, stock-based employee compensation cost was recognized from the beginning of 2003 as if the fair value method of accounting had been used to account for all employee awards granted, modified, or settled in years beginning after December 31, 2002. We have provided for total stock compensation expense of $14.1 million, $24.1 million and $11.0 million for 2007, 2006 and 2005, respectively, which is included in selling, general, and administrative expense in the combined statements of earnings. The year ended December 31, 2006 included stock compensation expense of $12.6 million relating to the FIS performance based options granted on March 9, 2005 for which the performance and market based criteria for vesting were met during the period and a $4.3 million charge relating to the acceleration of option vesting per the agreement in connection with the merger between FIS and old FNF. There was no material impact of adopting SFAS No. 123R as all options related to the FIS employees from FNF grants that had been accounted for under other methods were fully vested as of December 31, 2005. All grants of FIS options have been accounted for under fair value accounting under SFAS 123 or SFAS 123R.

In the spin-off transaction, any FIS options and FIS stock awards held by our employees will be converted into options and awards issuable in our common stock, authorized by a new stock option plan. All FIS outstanding stock options are issued from plans containing an anti-dilution provision. We will measure the fair value of the awards using a Black-Scholes model with appropriate assumptions both before and after the date of the spin-off. These assumptions for volatility, expected life, dividend rates and risk-free interest rate will take into account the expectation that the spin-off will be completed as contemplated. As of December 31, 2007, there are approximately 5.4 million FIS options outstanding with an average exercise price of $33.61 per share and a weight average remaining contractual life of 6.7 years that will be converted into options to purchase our common stock. Of those options approximately 1.8 million options were exercisable as of December 31, 2007 at an average exercise price of $26.65 per share with a weighted average remaining contractual life of 6.1 years. As noted above these FIS options will be converted into options to purchase our common stock at the spinoff date.

The fair value relating to the time-based options granted by FIS in 2005 was estimated using a Black-Scholes option-pricing model, while the fair value relating to the performance-based options was estimated using a Monte-Carlo option pricing model due to the vesting characteristics of those options, as discussed above. The following assumptions were used for time-based options granted by FIS in 2005; the risk

F-26

Lender Processing Services, Inc.
and Affiliates

Notes to combined financial statements — (Continued)

free interest rate was 4.2%, the volatility factor for the expected market price of the common stock was 44%, the expected dividend yield was zero and weighted average expected life was 5 years. The fair value of each time-based option was $6.79. Since FIS was not publicly traded when these FIS options were issued, FIS relied on industry peer data to determine the volatility assumption, and for the expected life assumption, FIS used an average of several methods, including FNF’s historical exercise history, peer firm data, publicly available industry data and the Safe Harbor approach as stated in the SEC Staff Accounting Bulletin 107. In addition, FIS granted performance-based options in 2005. The following assumptions were used for the valuation of the performance-based options granted by FIS in 2005: the risk free interest rate was 4.2%, the volatility factor for the expected market price of the common stock was 44%, the expected dividend yield was zero and the objective time to exercise was 4.7 years with an objective in the money assumption of 2.95 years. It was also assumed that an initial public offering or similar transaction by FIS would occur within a 9 month period from grant date. The fair value of the performance-based options was calculated to be $5.85.

The fair value for FIS options granted in 2006 was estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted average assumptions. The risk free interest rate used in the calculation is the rate that corresponds to the weighted average expected life of an option. The risk free interest rate used for options granted by FIS during 2006 was 4.9%. A volatility factor for the expected market price of the common stock of 30% was used for options granted in 2006. The expected dividend yield used for 2006 was 0.5%. A weighted average expected life of 6.4 years was used for 2006. The weighted average fair value of each option granted during 2007 was $15.52.

The fair value for FIS options granted in 2007 was estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted average assumptions. The risk free interest rate used in the calculation is the rate that corresponds to the weighted average expected life of an option. The risk free interest rate used for options granted by FIS during 2007 was 3.5%. A volatility factor for the expected market price of the common stock of 25% was used for options granted in 2007. The expected dividend yield used for 2006 was 0.5%. A weighted average expected life of 5.8 years was used for 2007. The weighted average fair value of each option granted during 2006 was $12.60.

At December 31, 2007, the total unrecognized compensation cost related to non-vested FIS stock option grants held by our employees is $42.9 million, which is expected to be recognized in pre-tax income over a weighted average period of 1.7 years.

(12)   Concentration of risk

We generate a significant amount of revenue from large customers, however, no customers accounted for more than 10% of total revenue in the years ended December 31, 2007, 2006 and 2005.

Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash equivalents and trade receivables.

We place our cash equivalents with high credit quality financial institutions and, by policy, limit the amount of credit exposure with any one financial institution.

Concentrations of credit risk with respect to trade receivables are limited because a large number of geographically diverse customers make up our customer base, thus spreading the trade receivables credit risk. We control credit risk through monitoring procedures.

F-27

Lender Processing Services, Inc.
and Affiliates

Notes to combined financial statements — (Continued)

(13)   Segment Information

Summarized financial information concerning our segments is shown in the following tables.

As of and for the year ended December 31, 2007 (in thousands):

	Technology		Loan
	Data and		Transaction		Corporate
	Analytics		Services		and Other			Total
Processing and services revenues	$	570,146	$	1,125,879	$	(5,457	)	$	1,690,568
Cost of revenues		313,747		750,174		(5,274	)		1,058,647
Gross profit		256,399		375,705		(183	)		631,921
Selling, general and administrative expenses		64,770		110,132		32,957			207,859
Operating income		191,629		265,573		(33,140	)		424,062
Depreciation and amortization	$	68,720	$	28,752	$	5,135		$	102,607
Capital expenditures	$	50,865	$	14,615	$	5,072		$	70,552
Total assets	$	1,019,271	$	755,687	$	187,085		$	1,962,043
Goodwill	$	651,600	$	426,554	$	—		$	1,078,154

As of and for the year ended December 31, 2006 (in thousands):

	Technology		Loan
	Data and		Transaction		Corporate
	Analytics		Services		and Other			Total
Processing and services revenues	$	546,961	$	900,951	$	37,065		$	1,484,977
Cost of revenues		299,696		587,040		13,409			900,145
Gross profit		247,265		313,911		23,656			584,832
Selling, general and administrative expenses		67,732		107,555		82,025			257,312
Operating income		179,533		206,356		(58,369	)		327,520
Depreciation and amortization	$	69,581	$	32,177	$	10,100		$	111,858
Capital expenditures	$	47,293	$	12,389	$	10,566		$	70,248
Total assets	$	939,049	$	683,054	$	257,697		$	1,879,800
Goodwill	$	619,227	$	426,554	$	—		$	1,045,781

F-28

Lender Processing Services, Inc.
and Affiliates

Notes to combined financial statements — (Continued)

As of and for year ended December 31, 2005 (in thousands):

	Technology		Loan
	Data and		Transaction		Corporate
	Analytics		Services		and Other			Total
Processing and services revenues	$	525,259	$	820,098	$	37,122		$	1,382,479
Cost of revenues		281,974		505,607		16,907			804,488
Gross profit		243,285		314,491		20,215			577,991
Selling, general and administrative expenses		81,143		103,693		75,230			260,066
Operating income		162,142		210,798		(55,015	)		317,925
Depreciation and amortization	$	70,545	$	33,030	$	9,073		$	112,648
Capital expenditures	$	64,289	$	15,559	$	12,610		$	92,458
Total assets	$	737,359	$	617,433	$	188,010		$	1,542,802
Goodwill	$	403,735	$	290,361	$	20,339		$	714,435

End of Audited Combined Financial Statements.

F-29

LENDER PROCESSING SERVICES, INC.
AND SUBSIDIARIES AND AFFILIATES

Consolidated and Combined Balance Sheets

	June 30,		December 31,
	2008		2007(1)
	(Unaudited)
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	18,628	$	39,566
Trade receivables, net of allowance for doubtful accounts of $33.8 million and $20.3 million at June 30, 2008 and December 31, 2007		350,565		286,236
Other receivables		12,318		7,971
Prepaid expenses and other current assets		24,767		33,323
Deferred income taxes, net		34,640		40,440
Total current assets		440,918		407,536
Property and equipment, net of accumulated depreciation and amortization of $132.7 million and $126.1 million at June 30, 2008 and December 31, 2007		92,487		95,620
Goodwill		1,086,606		1,078,154
Other intangible assets, net of accumulated amortization of $255.5 million and $239.0 million at June 30, 2008 and December 31, 2007		103,347		118,129
Computer software, net of accumulated amortization of $72.6 million and $73.9 million at June 30, 2008 and December 31, 2007		149,562		150,372
Other non-current assets		112,820		112,232
Total assets	$	1,985,740	$	1,962,043
LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities:
Trade accounts payable	$	28,358	$	19,499
Accrued salaries and benefits		23,037		22,908
Recording and transfer tax liabilities		17,555		10,657
Other accrued liabilities		65,189		57,053
Deferred revenues		58,394		58,076
Total current liabilities		192,533		168,193
Deferred revenues		31,312		23,146
Deferred income taxes, net		54,844		55,196
Other long-term liabilities		21,777		34,419
Total liabilities		300,466		280,954
Minority interest		10,773		10,050
Stockholder’s Equity:
Preferred stock $0.0001 par value; 50 million shares authorized, none issued at June 30, 2008 or December 31, 2007		—		—
Common stock $0.0001 par value; 500 million shares authorized, 1,000 shares issued at June 30, 2008		—		—
Additional paid-in capital		1,667,268		—
Retained earnings		6,983		—
FIS’s equity		—		1,671,039
Accumulated other comprehensive earnings		250		—
Total stockholder’s equity		1,674,501		1,671,039
Total liabilities and stockholder’s equity	$	1,985,740	$	1,962,043

(1) Derived from audited financial statements.

See accompanying notes to consolidated and combined financial statements.

F-30

LENDER PROCESSING SERVICES, INC.
AND SUBSIDIARIES AND AFFILIATES

Consolidated and Combined Statements of Earnings

	Six Months Ended June 30,
	2008			2007
	(Unaudited)
	(In thousands, except per share data)
Processing and services revenues, including $102.0 million and $107.0 million of revenues from related parties for the six months ended June 30, 2008 and 2007, respectively	$	913,106		$	826,438
Cost of revenues, including $4.7 million and $2.6 million for the six months ended June 30, 2008 and 2007, respectively		585,137			526,823
Gross profit		327,969			299,615
Selling, general, and administrative expenses, including related party expenses, net of expense reimbursements, of $22.3 million and $10.3 million for the six months ended June 30, 2008 and 2007, respectively		118,999			109,072
Operating income		208,970			190,543
Other income (expense):
Interest income		563			745
Interest expense		(58	)		(77	)
Other income, net		282			—
Total other income (expense)		787			668
Earnings before income taxes, equity in losses of unconsolidated entity and minority interest		209,757			191,211
Provision for income taxes		81,386			74,010
Earnings before equity in losses of unconsolidated entity and minority interest		128,371			117,201
Equity in losses of unconsolidated entity		(2,370	)		(1,720	)
Minority interest		(723	)		(436	)
Net earnings	$	125,278		$	115,045
Pro forma net earnings per share — basic (Note 3)	$	1.32
Pro forma weighted average shares outstanding — basic (Note 3)		94,611
Pro forma net earnings per share — diluted (Note 3)	$	1.30
Pro forma weighted average shares outstanding — diluted (Note 3)		96,334

See accompanying notes to consolidated and combined financial statements.

F-31

LENDER PROCESSING SERVICES, INC.
AND SUBSIDIARIES AND AFFILIATES

Consolidated and Combined Statements of Comprehensive Earnings

	Six Months Ended June 30,
	2008		2007
	(Unaudited)
	(In thousands)
Net earnings	$	125,278	$	115,045
Other comprehensive earnings:
Unrealized gain on other investments, net of tax		250		—
Other comprehensive earnings		250		—
Comprehensive earnings	$	125,528	$	115,045

See accompanying notes to consolidated and combined financial statements.

F-32

LENDER PROCESSING SERVICES, INC.
AND SUBSIDIARIES AND AFFILIATES

Consolidated and Combined Statement of Stockholder’s Equity

												Accumulated
					Additional							Other			Total
	Common		Common		Paid-In		Retained		FIS’s			Comprehensive			Stockholder’s
	Shares		Stock		Capital		Earnings		Equity			Earnings			Equity
	(Unaudited)
	(In thousands)
Balances, December 31, 2007		—	$	—	$	—	$	—	$	1,671,039		$	—		$	1,671,039
Net earnings (January 1, 2008 to June 20, 2008)		—		—		—		—		118,295			—			118,295
Net distribution to FIS		—		—		—		—		(121,677	)		—			(121,677	)
Capitalization of Lender Processing Services, Inc.		1		—		1,667,268		—		(1,667,657	)		389			—
Net earnings (June 21, 2008 to June 30, 2008)		—		—		—		6,983		—			—			6,983
Unrealized loss on investments		—		—		—		—		—			(139	)		(139	)
Balances, June 30, 2008		1	$	—	$	1,667,268	$	6,983	$	—		$	250		$	1,674,501

See accompanying notes to consolidated and combined financial statements.

F-33

LENDER PROCESSING SERVICES, INC.
AND SUBSIDIARIES AND AFFILIATES

Consolidated and Combined Statements of Cash Flows

	Six Months Ended June 30,
	2008			2007
	(Unaudited)
	(In thousands)
Cash flows from operating activities:
Net earnings	$	125,278		$	115,045
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		44,576			52,373
Deferred income taxes, net		3,968			13,634
Stock-based compensation cost		9,120			7,215
Loss on unconsolidated entity		2,370			1,720
Minority interest		723			436
Changes in assets and liabilities, net of effects of acquisitions:
Net increase in trade receivables		(63,750	)		(55,628	)
Net (increase) decrease in other receivables		(4,348	)		22,286
Net decrease (increase) in prepaid expenses and other assets		7,931			(13,444	)
Net increase in deferred contract costs		(3,420	)		(18,674	)
Net decrease (increase) in deferred revenues		8,235			(18,249	)
Net decrease in accounts payable, accrued liabilities and other liabilities		6,000			26,675
Net cash provided by operating activities		136,683			133,389
Cash flows from investing activities:
Additions to property and equipment		(9,376	)		(6,099	)
Additions to capitalized software		(15,761	)		(18,937	)
Acquisitions, net of cash acquired		(15,488	)		(37,420	)
Net cash used in investing activities		(40,625	)		(62,456	)
Cash flows from financing activities:
Net distributions to FIS		(116,996	)		(69,639	)
Net cash used in financing activities		(116,996	)		(69,639	)
Net (decrease) increase in cash and cash equivalents		(20,938	)		1,294
Cash and cash equivalents, beginning of period		39,566			47,783
Cash and cash equivalents, end of period	$	18,628		$	49,077
Non-cash contribution relating to stock compensation	$	9,120		$	7,215
Non-cash contribution for Espiel acquisition	$	—		$	6,000
Non-cash redistribution of assets to Parent	$	(13,801	)	$	—

See accompanying notes to consolidated and combined financial statements.

F-34

LENDER PROCESSING SERVICES, INC.
AND SUBSIDIARIES AND AFFILIATES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Unaudited)
Six Months Ended June 30, 2008 and 2007

The information included in these consolidated and combined financial statements of Lender Processing Services, Inc., are presented on a combined basis through June 20, 2008. Beginning June 21, 2008, after all the assets and liabilities of the lender processing services segment of FIS were formally contributed by FIS to LPS, the financial statements of the Company have been presented on a consolidated basis. The accompanying Consolidated and Combined Financial Statements include those assets, liabilities, revenues and expenses directly attributable to LPS’s operations and, prior to June 21, 2008, allocations of certain FIS corporate assets, liabilities, revenues and expenses to LPS.

Except as otherwise indicated or unless the context otherwise requires, all references to “LPS,” “we,” the “Company,” or the “registrant” are to Lender Processing Services, Inc., a Delaware corporation that was incorporated in December 2007 as a wholly-owned subsidiary of FIS, and its subsidiaries and affiliates; all references to “FIS,” the “former parent,” or the “holding company” are to Fidelity National Information Services, Inc., a Georgia corporation formerly known as Certegy Inc., and its subsidiaries, that owned all of LPS’s shares until July 2, 2008; all references to “former FIS” are to Fidelity National Information Services, Inc., a Delaware corporation, and its subsidiaries, prior to the Certegy merger described below; all references to “old FNF” are to Fidelity National Financial, Inc., a Delaware corporation that owned a majority of FIS’s shares through November 9, 2006; and all references to “FNF” are to Fidelity National Financial, Inc. (formerly known as Fidelity National Title Group, Inc.), formerly a subsidiary of old FNF but now a stand-alone company that remains a related entity from an accounting perspective.

(1)   Basis of Presentation

The unaudited financial information included in this report includes the accounts of Lender Processing Services, Inc. and subsidiaries and affiliates prepared in accordance with generally accepted accounting principles and the instructions to Form 10-Q and Article 10 of Regulation S-X. All adjustments considered necessary for a fair presentation have been included. This report should be read in conjunction with the Company’s Form 10 filed on June 20, 2008. The preparation of these Consolidated and Combined Financial Statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated and combined financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Capitalization of Lender Processing Services, Inc.

Our former parent, Fidelity National Information Services, Inc. is a Georgia corporation formerly known as Certegy Inc. In February 2006, Certegy Inc. merged with and into Fidelity National Information Services, Inc., a Delaware corporation, which we refer to as former FIS. Certegy Inc. survived the merger, which we refer to as the Certegy merger, to form our former parent. Following the Certegy merger, Certegy Inc. was renamed Fidelity National Information Services, Inc., which we refer to as FIS. Prior to the Certegy merger, former FIS was a majority-owned subsidiary of Fidelity National Financial, Inc., which we refer to as old FNF. Old FNF merged into our parent in November 2006 as part of a reorganization, which included old FNF’s spin-off of Fidelity National Title Group, Inc. Fidelity National Title Group, Inc. was renamed Fidelity National Financial, Inc. following this reorganization, and we refer to it as FNF. FNF is now a stand-alone company, but remains a related entity from an accounting perspective.

In October 2007, the board of directors of FIS approved a plan of restructuring pursuant to which FIS would spin off its lender processing services segment to its shareholders in a tax free distribution. Pursuant to this plan of restructuring, on June 16, 2008, FIS contributed to us all of its interest in the assets, liabilities, businesses and employees related to FIS’s lender processing services operations in exchange for a certain

F-35

LENDER PROCESSING SERVICES, INC.
AND SUBSIDIARIES AND AFFILIATES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Unaudited) — (Continued)

number of shares of our common stock and $1,585.0 million aggregate principal amount of our debt obligations, including our new senior notes and debt obligations under our new credit facility described in Note 10. On June 20, 2008, FIS received a private letter ruling from the Internal Revenue Service with respect to the tax-free nature of the plan of restructuring and distribution and the registration statement on Form 10 that FIS filed on the Company’s behalf with respect to the distribution was declared effective by the Securities and Exchange Commission.

On July 2, 2008, FIS distributed to its shareholders a dividend of one-half share of our common stock for each issued and outstanding share of FIS common stock held on June 24, 2008, which we refer to as the “spin-off.” The shares of the Company distributed to FIS shareholders on July 2, 2008 represented all of our issued and outstanding shares. Also on July 2, 2008, FIS exchanged 100% of our debt obligations for a like amount of FIS’s existing Tranche B Term Loans issued under its Credit Agreement dated as of January 18, 2007. Following this debt-for-debt exchange, the portion of the existing Tranche B Term Loans acquired by FIS was retired. On July 3, 2008, we commenced regular way trading on the New York Stock Exchange under the trading symbol “LPS.” Prior to the spin-off, we were a wholly-owned subsidiary of FIS.

Our principal executive offices are located at 601 Riverside Avenue, Jacksonville, Florida 32204 and our main telephone number is (904) 854-5100. We were incorporated in Delaware in December 2007.

Principles of Consolidation and Combination

Prior to June 21, 2008, the historical financial statements of the Company were presented on a combined basis. Beginning June 21, 2008, after all the assets and liabilities of the lender processing services segment of FIS were formally contributed by FIS to LPS, the historical financial statements of the Company have been presented on a consolidated basis for financial reporting purposes. The accompanying Consolidated and Combined Financial Statements include those assets, liabilities, revenues and expenses directly attributable to LPS’s operations and, prior to June 21, 2008, allocations of certain FIS corporate assets, liabilities, revenues and expenses to LPS.

The accompanying Consolidated and Combined Financial Statements were prepared in accordance with generally accepted accounting principles and all adjustments considered necessary for a fair presentation have been included. All significant intercompany accounts and transactions have been eliminated. Our investments in less than 50% owned affiliates are accounted for using the equity method of accounting.

Separation from FIS

Our historical financial statements include assets, liabilities, revenues and expenses directly attributable to our operations. Our historical financial statements also reflect allocations of certain corporate expenses from FIS. These expenses have been allocated to us on a basis that management considers to reflect most fairly or reasonably the utilization of the services provided to or the benefit obtained by our businesses. These expense allocations reflect an allocation to us of a portion of the compensation of certain senior officers and other personnel of FIS who are not our employees after the distribution but who historically provided services to us. Certain of the amounts allocated to us reflect a portion of amounts charged to FIS under agreements entered into with FNF. Our historical financial statements also do not reflect the debt or interest expense we might have incurred if we had been a stand-alone entity. In addition, we will incur other expenses, not reflected in our historical financial statements, as a result of being a separate publicly traded company. As a result, our historical financial statements do not necessarily reflect what our financial position or results of operations would have been if we had operated as a stand-alone public entity during the periods covered, and may not be indicative of our future results of operations or financial position.

F-36

LENDER PROCESSING SERVICES, INC.
AND SUBSIDIARIES AND AFFILIATES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Reporting Segments

We are a leading provider of integrated technology and outsourced services to the mortgage lending industry, with market-leading positions in mortgage processing and default management services in the U.S. We conduct our operations through two reporting segments, Technology, Data and Analytics and Loan Transaction Services.

Our Technology, Data and Analytics segment principally includes:

•  our mortgage processing services, which we conduct using our market-leading mortgage servicing platform and our team of experienced support personnel based primarily at our Jacksonville, Florida data center;

•  our Desktop application, a workflow system that assists our customers in managing business processes, which today is primarily used in connection with mortgage loan default management, but which has broader applications;

•  our other software and related service offerings, including our mortgage origination software, our real estate closing and title insurance production software and our middleware application which provides collaborative network connectivity among mortgage industry participants; and

•  our data and analytics businesses, the most significant of which are our alternative property valuations business, which provides a range of valuations other than traditional appraisals, our property records business, and our advanced analytic services, which assist our customers in their loan marketing or loss mitigation efforts.

Our Loan Transaction Services segment offers a range of services used mainly in the production of a mortgage loan, which we refer to as our loan facilitation services, and in the management of mortgage loans that go into default, which we refer to as default management services.

Our loan facilitation services include:

•  settlement services, which consist of title agency services, in which we act as an agent for title insurers, closing services, in which we assist in the closing of real estate transactions, and lien recording and release services;

•  appraisal services, which consist of traditional appraisal and appraisal management services; and

•  other origination services, which consist of real estate tax services, which provide lenders with information about the tax status of a property, flood zone information, which assists lenders in determining whether a property is in a federally designated flood zone, and qualified exchange intermediary services for customers who seek to engage in qualified exchanges under Section 1031 of the Internal Revenue Code.

Our default management services include, among others:

•  foreclosure management services, including access to a nationwide network of independent attorneys, document preparation and recording and other services;

•  property inspection and preservation services, designed to preserve the value of properties securing defaulted loans; and

•  asset management services, providing disposition services for our customers’ real estate owned properties through a network of independent real estate brokers, attorneys and other vendors to facilitate the transaction.

F-37

LENDER PROCESSING SERVICES, INC.
AND SUBSIDIARIES AND AFFILIATES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Unaudited) — (Continued)

We also have a corporate segment that consists of the corporate overhead and other smaller operations that are not included in the other segments.

(2)   Related Party Transactions

We have historically conducted business with FNF. We have various agreements with FNF under which we have provided title agency services, software development and other data services. Additionally, we have been allocated corporate costs from FIS and will continue to receive certain corporate services from FIS for a period of time. A summary of these agreements in effect through June 30, 2008 is as follows:

•  Agreements to provide title agency services.  These agreements allow us to provide services to existing customers through loan facilitation transactions, primarily with large national lenders. The arrangement involves providing title agency services which result in the issuance of title policies on behalf of title insurance underwriters owned by FNF and its subsidiaries. Subject to certain early termination provisions for cause, each of these agreements may be terminated upon five years’ prior written notice, which notice may not be given until after the fifth anniversary of the effective date of each agreement, which ranges from July 2004 through September 2006 (thus effectively resulting in a minimum ten year term and a rolling one-year term thereafter). Under these agreements, we earn commissions which, in aggregate, are equal to approximately 88% of the total title premium from title policies that we place with subsidiaries of FNF. We also perform similar functions in connection with trustee sale guarantees, a form of title insurance that subsidiaries of FNF issue as part of the foreclosure process on a defaulted loan.

•  Agreements to provide software development and services.  These agreements govern the fee structure under which we are paid for providing software development and services to FNF which consist of developing software for use in the title operations of FNF.

•  Arrangements to provide other data services.  Under these arrangements, we are paid for providing other data services to FNF, which consist primarily of data services required by the title insurance operations.

A detail of related party items included in revenues for the six months ended June 30, 2008 and 2007 is as follows (in millions):

	Six Months Ended
	June 30
	2008		2007
Title agency commissions	$	66.8	$	68.3
Software development revenue		28.1		28.7
Other data related services		7.1		10.0
Total revenues	$	102.0	$	107.0

•  Title plant information expense.  These agreements provide for our title agency operations to access title plant assets owned by FNF.

•  Allocation by FIS of corporate services.  Prior to the spin-off, FIS provided general management, accounting, treasury, tax, finance, payroll, human resources, employee benefits, internal audit, mergers and acquisitions, and other corporate and administrative support to the Company. Management believes the methods used to allocate the amounts included in these financial statements for corporate services are reasonable.

F-38

LENDER PROCESSING SERVICES, INC.
AND SUBSIDIARIES AND AFFILIATES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Unaudited) — (Continued)

•  Licensing, leasing, cost sharing and other agreements.  These agreements provide for the reimbursement of certain amounts from FNF and FIS related to various ancillary leasing and cost sharing agreements, as well as the payment of certain amounts by the Company to FNF or its subsidiaries in connection with our use of certain intellectual property or other assets of or services by FNF. Included as expense reimbursements are amounts received related to leases of certain office space to FIS and FNF, as well as amounts received for property management services for office space located on our corporate headquarters campus. In addition, our expenses include expenses for a sublease of office space and furnishings from FNF at our corporate headquarters campus.

A detail of related party items included in expenses for the six months ended June 30, 2008 and 2007 is as follows (in millions):

	Six Months Ended
	June 30,
	2008			2007
Title plant information expense	$	4.7		$	2.6
Corporate services		27.6			19.8
Licensing, leasing and cost sharing agreements		(5.3	)		(9.5	)
Total expenses	$	27.0		$	12.9

We believe the amounts earned from or charged by FNF or FIS under each of the foregoing service arrangements are fair and reasonable. We believe that the approximate 88% aggregate commission rate on title insurance policies is consistent with the blended rate that would be available to a third party title agent given the amount and the geographic distribution of the business produced and the low risk of loss profile of the business placed. The software development services provided to FNF are priced within the range of prices we offer to third parties. These transactions between us and FIS and FNF are subject to periodic review for performance and pricing.

Other related party transactions:

Investment by FNF in Fidelity National Real Estate Solutions, Inc.

On December 31, 2006, FNF contributed $52.5 million to Fidelity National Real Estate Solutions, Inc. (“FNRES”), our subsidiary, for approximately 61% of the outstanding shares of FNRES. As a result, since December 31, 2006, we no longer consolidated FNRES, but recorded the remaining 39% interest as an equity investment which totaled $28.1 million and $30.5 million as of June 30, 2008 and December 31, 2007, respectively. The Company recorded equity losses (net of tax) from its investment in FNRES of $2.4 million and $1.7 million for the six months ended June 30, 2008 and 2007, respectively. On June 16, 2008, FIS contributed its equity investment in FNRES to LPS in the spin-off (Note 10).

(3)   Unaudited Pro Forma Net Earnings per Share

The basic weighted average shares and common stock equivalents are generally computed in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 128, Earnings per Share, using the treasury stock method. However, due to the nature and timing of the spin-off, the number of outstanding shares issued in the capitalization of the Company were the only shares outstanding at June 30, 2008. As such, management believes the resulting GAAP earnings per share measure is not meaningful for the six months ended June 30, 2008, and therefore, the calculation has been excluded from the Consolidated and Combined Statements of Earnings and the Notes thereto.

F-39

LENDER PROCESSING SERVICES, INC.
AND SUBSIDIARIES AND AFFILIATES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Unaudited pro forma net earnings per share — basic, for the six months ended June 30, 2008, is calculated using the number of shares issued by LPS on July 2, 2008. Unaudited pro forma net earnings per share — diluted, for the six months ended June 30, 2008, is calculated using the average of the weighted average shares outstanding, for the three months ended March 31, 2008 and June 30, 2008.

The following table summarizes the pro forma earnings per share, for the six months ending June 30, 2008 (in thousands, except per share amounts):

	Six Months Ended
	June 30, 2008
Pro forma weighted average shares outstanding — basic		94,611
Plus: Pro forma common stock equivalent shares assumed from conversion of options		1,723
Pro forma weighted average shares outstanding — diluted		96,334
Pro forma basic net earnings per share	$	1.32
Pro forma diluted net earnings per share	$	1.30

(4)   Acquisitions

In May 2008, we acquired McDash Analytics, LLC for $15.5 million (net of cash acquired) which resulted in the recognition of $10.6 million of goodwill and $4.4 million of other intangible assets and software.

In June 2007, we acquired Espiel, Inc. and Financial Systems Integrators, Inc. for $43.3 million (net of cash acquired) which resulted in the recognition of $32.4 million of goodwill and $12.4 million of other intangible assets and software.

(5)   Long-Term Debt

As of June 30, 2008, we did not have any long-term debt obligations on our balance sheet. However, the Company was a guarantor under an FIS credit facility, which had an outstanding balance of $4,049.3 million at June 30, 2008. In connection with the spin-off, we were released from our guaranty under the FIS credit facility. On July 2, 2008, the Company entered into new debt facilities for an aggregate amount of $1,725.0 million, of which $1,610.7 million was outstanding as of such date (Note 10).

(6)   Income Taxes

During 2007, we adopted the provisions of Financial Accounting Standards Board (“FASB”) Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”). As a result of the adoption of FIN 48, we had no change to reserves for uncertain tax positions. Interest and penalties on accrued but unpaid taxes are classified in the consolidated and combined financial statements as income tax expense. There were no unrecognized tax benefits for any period presented.

(7)   Commitments and Contingencies

Litigation

In the ordinary course of business, we are involved in various pending and threatened litigation matters related to our operations, some of which include claims for punitive or exemplary damages. We believe that

F-40

LENDER PROCESSING SERVICES, INC.
AND SUBSIDIARIES AND AFFILIATES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Unaudited) — (Continued)

no actions, other than the matters listed below, depart from customary litigation incidental to our business. As background to the disclosure below, please note the following:

•  These matters raise difficult and complicated factual and legal issues and are subject to many uncertainties and complexities.

•  In these matters, plaintiffs seek a variety of remedies including equitable relief in the form of injunctive and other remedies and monetary relief in the form of compensatory damages. In some cases, the monetary damages sought include punitive or treble damages. None of the cases described below includes a specific statement as to the dollar amount of damages demanded. Instead, each of the cases includes a demand in an amount to be proved at trial.

•  For the reasons specified above, it is not possible to make meaningful estimates of the amount or range of loss that could result from these matters at this time. We review these matters on an ongoing basis and follow the provisions of SFAS No. 5, Accounting for Contingencies, when making accrual and disclosure decisions. When assessing reasonably possible and probable outcomes, we base our decision on our assessment of the ultimate outcome following all appeals.

•  We intend to vigorously defend each of these matters, and we do not believe that the ultimate disposition of these lawsuits will have a material adverse impact on our financial position.

National Title Insurance of New York, Inc. Litigation

One of our subsidiaries, National Title Insurance of New York, Inc., has been named in twelve putative class action lawsuits. The complaints in these lawsuits are substantially similar and allege that the title insurance underwriters named as defendants, including National Title Insurance of New York, Inc., engaged in illegal price fixing as well as market allocation and division that resulted in higher title insurance prices for consumers. The complaints seek treble damages in an amount to be proved at trial and an injunction against the defendants from engaging in any anti-competitive practices under the Sherman Antitrust Act and various state statutes. A motion was filed before the Multidistrict Litigation Panel to consolidate and/or coordinate these actions in the United States District Court in the Southern District of New York. However, that motion was denied. The cases are generally being consolidated before one district court judge in each state and scheduled for the filing of consolidated complaints and motion practice.

Harris, Ernest and Mattie v. FIS Foreclosure Solutions, Inc.

A putative class action was filed on January 16, 2008 as an adversary proceeding in the Bankruptcy Court in the Southern District of Texas. The complaint alleges that LPS engaged in unlawful attorney fee-splitting practices in its default management business. The complaint seeks declaratory and equitable relief reversing all attorneys’ fees charged to debtors in bankruptcy court and disgorging any such fees we collected. We filed a Motion to Dismiss, and the Bankruptcy Court dismissed three of the six counts contained in the complaint. We also filed a Motion to Withdraw the Reference and remove the case to federal district court as the appropriate forum for the resolution of the allegations contained in the complaint. The Bankruptcy Court recommended removal to the U.S. District Court for the Southern District of Texas, and the U.S. District Court accepted that recommendation in April 2008.

(8)   Stock Option Plans

Historically, our employees have participated in FIS’s and FNF’s stock incentive plans that provide for the granting of incentive and nonqualified stock options, restricted stock and other stock-based incentive awards to officers and key employees. Since November 9, 2006, all options and awards held by our employees were issuable in the common stock of FIS. Prior to November 9, 2006, certain awards held by our employees were issuable in both old FNF and FIS common stock. On November 9, 2006, as part of the closing of the merger between FIS and old FNF, FIS assumed certain options and restricted stock grants that the Company’s

F-41

LENDER PROCESSING SERVICES, INC.
AND SUBSIDIARIES AND AFFILIATES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Unaudited) — (Continued)

employees and directors held under various old FNF stock-based compensation plans and all these awards were converted into awards issuable in FIS common stock.

These financial statements include stock compensation expense attributable to our employees for all periods presented. This includes all stock compensation specifically recorded by FIS for employees within our operating segments and an allocation of the expense recorded by FIS for certain corporate employees and FIS’s Board of Directors.

On July 2, 2008, in connection with the spin-off, all FIS options and FIS restricted stock awards held by our employees prior to the spin-off were converted into options and awards issuable in our common stock, authorized by a new stock option plan (Note 10). We measured the fair value of the awards using a Black-Scholes model with appropriate assumptions both before and after the date of the spin-off. As of June 30, 2008, our employees held approximately 4.5 million outstanding FIS options that were subsequently converted into options to purchase our common stock at the spin-off. The options had an average exercise price of $33.83 per share and a weighted average remaining contractual life of 6.3 years. Of these FIS options, approximately 1.7 million options were exercisable as of June 30, 2008 at an average exercise price of $25.69 per share with a weighted average remaining contractual life of 5.7 years. As of June 30, 2008, our employees also held approximately 0.2 million outstanding FIS restricted stock awards that were subsequently converted into equivalent LPS awards at the spin-off.

The exercise price and number of shares subject to each FIS option and FIS restricted stock award were adjusted to reflect the differences in FIS’s and our common stock prices. As of July 2, 2008, our employees held approximately 5.2 million outstanding LPS options, which have an average exercise price of $29.68 per share and a weighted average remaining contractual life of 6.3 years. Of the options, approximately 1.9 million were exercisable as of July 2, 2008 at an average exercise price of $22.46 per share with a weighted average remaining contractual life of 5.7 years. As of July 2, 2008, our employees held approximately 0.2 million outstanding LPS restricted stock awards.

At June 30, 2008, the total unrecognized compensation cost related to non-vested FIS stock options and FIS restricted stock awards (subsequently converted to LPS stock options and LPS restricted stock awards following the spin-off) held by our employees was $35.0 million, which will be recognized in pre-tax income over a weighted average period of 1.9 years.

(9)   Segment Information

Summarized unaudited financial information concerning our segments is shown in the following tables.

For the six months ended June 30, 2008 (in thousands):

	Technology,		Loan
	Data and		Transaction		Corporate
	Analytics		Services		and Other			Total
Processing and services revenues	$	277,568	$	642,577	$	(7,039	)	$	913,106
Cost of revenues		155,507		436,793		(7,163	)		585,137
Gross profit		122,061		205,784		124			327,969
Selling, general and administrative expenses		33,729		57,829		27,441			118,999
Operating income	$	88,332	$	147,955	$	(27,317	)	$	208,970
Depreciation and amortization	$	29,986	$	11,496	$	3,094		$	44,576
Total Assets	$	1,014,288	$	907,908	$	63,544		$	1,985,740
Goodwill	$	662,172	$	424,434	$	—		$	1,086,606

F-42

LENDER PROCESSING SERVICES, INC.
AND SUBSIDIARIES AND AFFILIATES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Unaudited) — (Continued)

For the six months ended June 30, 2007 (in thousands):

	Technology,		Loan
	Data and		Transaction		Corporate
	Analytics		Services		and Other			Total
Processing and services revenues	$	284,385	$	540,929	$	1,124		$	826,438
Cost of revenues		160,308		369,167		(2,652	)		526,823
Gross profit		124,077		171,762		3,776			299,615
Selling, general and administrative expenses		32,776		54,753		21,543			109,072
Operating income	$	91,301	$	117,009	$	(17,767	)	$	190,543
Depreciation and amortization	$	35,619	$	14,219	$	2,535		$	52,373
Total Assets	$	1,007,360	$	835,746	$	104,106		$	1,947,212
Goodwill	$	650,412	$	426,554	$	—		$	1,076,966

(10)   Subsequent Events

Closing of LPS Spin-off Transaction and Issuance of Common Shares

On July 2, 2008, all of the shares of the Company’s common stock, par value $0.0001 per share, previously wholly-owned by FIS, were distributed to FIS shareholders through a stock dividend. At the time of the distribution, the Company consisted of all the assets, liabilities, businesses and employees related to FIS’s lender processing services segment as of the spin-off date. In the spin-off, FIS contributed to LPS all of its interest in such assets, liabilities, businesses and employees in exchange for shares of LPS common stock and $1,585.0 million aggregate principal amount of our debt obligations. Upon the distribution, FIS’s shareholders received one-half share of our common stock for every share of FIS common stock held as of the close of business on June 24, 2008. FIS’s shareholders collectively received 100% of our common stock, and LPS is now a stand-alone public company trading under the symbol “LPS” on the New York Stock Exchange.

On June 20, 2008, FIS received a favorable private letter ruling from the Internal Revenue Service, with respect to the tax-free nature of the distribution. The spin-off is expected to be tax-free to FIS and its shareholders, and the debt-for-debt exchange undertaken in connection with the spin-off is expected to be tax-free to FIS.

Long-term Debt

On July 2, 2008, we entered into a Credit Agreement (the “Credit Agreement”) among JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and Letters of Credit Issuer and various other lenders who are party to the Credit Agreement. The Credit Agreement consists of: (i) a 5-year revolving credit facility in an aggregate principal amount outstanding at any time not to exceed $140.0 million (with a $25.0 million sub-facility for Letters of Credit) under which $25.7 million was outstanding at July 2, 2008; (ii) a Term A Loan in an aggregate principal amount of $700.0 million; and (iii) a Term B Loan in an aggregate principal amount of $510.0 million. Proceeds from disbursements under the 5-year revolving credit facility are to be used for general corporate purposes. In connection with the spin-off, we issued to FIS as described above the Term A Loan, the Term B Loan and the Notes described below.

The loans under the Credit Agreement bear interest at a floating rate, which is an applicable margin plus, at our option, either (a) the Eurodollar (LIBOR) rate or (b) the higher of (i) the prime rate or (ii) the federal funds rate plus 0.5% (the higher of clauses (i) and (ii), the “ABR rate”). The annual margin on the Term A Loan and the revolving credit facility, for the first six months after issuance, is 2.5% in the case of LIBOR

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LENDER PROCESSING SERVICES, INC.
AND SUBSIDIARIES AND AFFILIATES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Unaudited) — (Continued)

loans and 1.5% in the case of ABR rate loans, and thereafter a percentage per annum to be determined in accordance with a leverage ratio-based pricing grid; and on the Term B Loan is 2.5% in the case of LIBOR loans, and 1.5% in the case of ABR rate loans.

In addition to the scheduled principal payments, the Term Loans are (with certain exceptions) subject to mandatory prepayment upon issuances of debt, casualty and condemnation events, and sales of assets, as well as from up to 50% of excess cash flow (as defined in the Credit Agreement) in excess of an agreed threshold commencing with the cash flow for the year ended December 31, 2009. Voluntary prepayments of the loans are generally permitted at any time without fee upon proper notice and subject to a minimum dollar requirement. However, optional prepayments of the Term B Loan in the first year after issuance made with the proceeds of certain loans having an interest spread lower than the Term B Loan are required to be made at 101% of the principal amount repaid. Commitment reductions of the revolving credit facility are also permitted at any time without fee upon proper notice. The revolving credit facility has no scheduled principal payments, but it will be due and payable in full on July 2, 2013.

The obligations under the Credit Agreement are jointly and severally, unconditionally guaranteed by certain of our domestic subsidiaries. Additionally, the Company and such subsidiary guarantors pledged substantially all our respective assets as collateral security for our obligations under the Credit Agreement and their respective guarantees.

The Credit Agreement contains customary affirmative, negative and financial covenants including, among other things, limits on the creation of liens, limits on the incurrence of indebtedness, restrictions on investments and dispositions, limits on the payment of dividends and other restricted payments, a minimum interest coverage ratio and a maximum leverage ratio. Upon an event of default, the administrative agent can accelerate the maturity of the loan. Events of default include events customary for such an agreement, including failure to pay principal and interest in a timely manner and breach of covenants. These events of default include a cross-default provision that permits the lenders to declare the Credit Agreement in default if (i) we fail to make any payment after the applicable grace period under any indebtedness with a principal amount in excess of a specified amount or (ii) we fail to perform any other term under any such indebtedness, as a result of which the holders thereof may cause it to become due and payable prior to its maturity.

On July 2, 2008, we issued senior notes (the “Notes”) in an aggregate principal amount of $375.0 million. The Notes were issued pursuant to an Indenture dated July 2, 2008 (the “Indenture”) among the Company, the guarantors party thereto and U.S. Bank Corporate Trust Services, as Trustee.

The Notes are also subject to a Registration Rights Agreement dated July 2, 2008 (the “Registration Rights Agreement”) among the Company, the guarantors parties thereto, and J.P. Morgan Securities Inc., Banc of America Securities LLC and Wachovia Capital Markets, LLC, as representatives of the several initial purchasers. The Notes are initially unregistered under the Securities Act of 1933, but we intend to exchange the Notes for registered notes. In the event the Notes are not registered on or prior to the 210th calendar day after July 2, 2008 (the “Target Registration Date”), the interest rate on the Notes will be increased by 0.25% per annum for the first 90-day period immediately following the Target Registration Date. The interest rate will be increased an additional 0.25% per annum with respect to each subsequent 90-day period up to a maximum increase of 1.00% per annum.

The Notes bear interest at a rate of 8.125% per annum. Interest payments are due semi-annually each January 1 and July 1, with the first interest payment due on January 1, 2009. The maturity date of the Notes is July 1, 2016.

The Notes are our general unsecured obligations. Accordingly, they rank equally in right of payment with all of our existing and future unsecured senior debt; senior in right of payment to all of our future subordinated debt; effectively subordinated to our existing and future secured debt to the extent of the assets securing such

F-44

LENDER PROCESSING SERVICES, INC.
AND SUBSIDIARIES AND AFFILIATES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Unaudited) — (Continued)

debt, including all borrowings under our credit facilities; and effectively subordinated to all of the liabilities of our non-guarantor subsidiaries, including trade payables and preferred stock.

The Notes are guaranteed by each existing and future domestic subsidiary that is a guarantor under our credit facilities. The guarantees are general unsecured obligations of the guarantors. Accordingly, they rank equally in right of payment with all existing and future unsecured senior debt of our guarantors; senior in right of payment with all existing and future subordinated debt of such guarantors; and effectively subordinated to such guarantors’ existing and future secured debt to the extent of the assets securing such debt, including the guarantees by the guarantors of obligations under our credit facilities.

LPS has no independent assets or operations, our subsidiaries’ guarantees are full and unconditional and joint and several, and our subsidiaries, other than subsidiary guarantors, are minor. There are no significant restrictions on the ability of LPS or any of the subsidiary guarantors to obtain funds from any of our subsidiaries by dividend or loan.

We may redeem some or all of the Notes on or after July 1, 2011, at the redemption prices described in the Indenture, plus accrued and unpaid interest. Upon the occurrence of a change of control, unless we have exercised our right to redeem all of the Notes as described above, each holder may require us to repurchase such holder’s Notes, in whole or in part, at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest to the purchase date.

The Indenture contains customary events of default, including a cross default provision that, with respect to any other debt of the Company or any of our restricted subsidiaries having an outstanding principal amount equal to or more than a specified amount in the aggregate for all such debt, occurs upon (i) an event of default that results in such debt being due and payable prior to its scheduled maturity or (ii) failure to make a principal payment. Upon the occurrence of an event of default (other than a bankruptcy default with respect to the Company), the trustee or holders of at least 25% of the Notes then outstanding may accelerate the Notes by giving us appropriate notice. If, however, a bankruptcy default occurs with respect to the Company, then the principal of and accrued interest on the Notes then outstanding will accelerate immediately without any declaration or other act on the part of the trustee or any holder.

Interest Rate Swaps

On July 10, 2008, the Company entered into the following 2-year amortizing interest rate swap transaction converting a portion of our interest rate exposure on our floating rate debt from variable to fixed:

			Bank Pays		LPS Pays
Amortization Period	Notional Amount		Variable Rate of(1)		Fixed Rate of(2)
	(In millions)
July 31, 2008 to December 31, 2008	$	420.0		1 Month LIBOR		3.275	%
December 31, 2008 to March 31, 2009	$	400.0		1 Month LIBOR		3.275	%
March 31, 2009 to June 30, 2009	$	385.0		1 Month LIBOR		3.275	%
June 30, 2009 to September 30, 2009	$	365.0		1 Month LIBOR		3.275	%
September 30, 2009 to December 31, 2009	$	345.0		1 Month LIBOR		3.275	%
December 31, 2009 to March 31, 2010	$	330.0		1 Month LIBOR		3.275	%
March 31, 2010 to June 30, 2010	$	310.0		1 Month LIBOR		3.275	%
June 30, 2010 to July 31, 2010	$	290.0		1 Month LIBOR		3.275	%

(1) 2.46% as of July 2, 2008.

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LENDER PROCESSING SERVICES, INC.
AND SUBSIDIARIES AND AFFILIATES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Unaudited) — (Continued)

(2) In addition to the fixed rate paid under the swaps, we pay an applicable margin to our bank lenders on the Term A Loan, Term B Loan and Revolving Loan equal to 2.50% as of July 2, 2008.

We have designated these interest rate swaps as cash flow hedges in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. The Company will estimate the fair value of these cash flow hedges on a quarterly basis, with the resulting asset (liability) to be included as a component of other long-term assets (liabilities) in the consolidated balance sheets and as a component of accumulated other comprehensive earnings (losses), net of deferred tax expense (benefit). A portion of the amount included in accumulated other comprehensive earnings will be reclassified into interest expense as a yield adjustment as interest payments are made on the Term Loans. In accordance with the provisions of SFAS No. 157, Fair Value Measurements, the inputs used to determine the estimated fair value of our interest rate swaps are Level 2-type measurements.

It is our policy to execute such instruments with credit-worthy banks and not to enter into derivative financial instruments for speculative purposes.

F-46

LENDER PROCESSING SERVICES, INC.
AND SUBSIDIARIES AND AFFILIATES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Pro Forma Financial Statements

Selected unaudited pro forma balance sheet as of June 30, 2008, assuming the spin-off had occurred as of such date, and results of operations for the period ended June 30, 2008, assuming the spin-off had occurred as of January 1, 2007, and using assets, liabilities, revenues and expenses prior to the spin-off, are presented below (in thousands, except per share data):

Pro Forma Condensed Consolidated Balance Sheet — Unaudited

						Pro Forma
	June 30,		Pro Forma			June 30,
	2008		Adjustments			2008
ASSETS
Current assets:
Cash and cash equivalents	$	18,628	$	—		$	18,628
Trade receivables, net of allowance for doubtful accounts		350,565		—			350,565
Other current assets		71,725		—			71,725
Total current assets		440,918		—			440,918
Property and equipment, net of accumulated depreciation and amortization		92,487		—			92,487
Goodwill		1,086,606		—			1,086,606
Intangible assets, net of accumulated amortization		103,347		—			103,347
Computer software, net of accumulated amortization		149,562		—			149,562
Other non-current assets		112,820		25,700	(1)		138,520
Total assets	$	1,985,740	$	25,700		$	2,011,440
LIABILITIES AND STOCKHOLDERS’ EQUITY
Total current liabilities	$	192,533	$	135,800	(1)	$	328,333
Total non-current liabilities		107,933		1,474,900	(1)		1,582,833
Total liabilities		300,466		1,610,700			1,911,166
Minority interest		10,773		—			10,773
Stockholders’ equity		1,674,501		(1,585,000	)(1)		89,501
Total liabilities and stockholders’ equity	$	1,985,740	$	25,700		$	2,011,440

(1) The June 30, 2008 pro forma condensed consolidated balance sheet reflects $25.7 million in other non-current assets for the capitalization of debt issuance costs incurred in connection with the issuance of $1,585.0 million in debt. The current portion of the debt and the outstanding balance on our revolving line of credit, $110.1 million and $25.7 million, respectively, is reflected in current liabilities. The long-term portion of the debt, which totaled $1,474.9 million, is reflected in non-current liabilities.

F-47

LENDER PROCESSING SERVICES, INC.
AND SUBSIDIARIES AND AFFILIATES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Unaudited) — (Continued)

Pro Forma Condensed Consolidated Statement of Earnings — Unaudited

						Pro Forma
	Six Month Period		Pro Forma			Six Months Ended
	Ended June 30, 2008		Adjustments			June 30, 2008
Processing and services revenues	$	913,106				$	913,106
Operating income	$	208,970				$	208,970
Net earnings	$	125,278	$	(28,131	)(2)	$	97,147
Pro forma net earnings per share — basic	$	1.32				$	1.03
Pro forma net earnings per share — diluted	$	1.30				$	1.01

(2) The pro forma condensed consolidated statement of earnings for the six months ended June 30, 2008 reflects $46.0 million in interest expense ($28.1 million, net of tax, using our effective tax rate of 38.8%) we would have incurred on the $1,585.0 million in debt.

Stock Compensation Plan

Effective July 2, 2008, we adopted the Lender Processing Services, Inc. 2008 Omnibus Incentive Plan (the “Incentive Plan”), which provides for the granting of incentive and nonqualified stock options, restricted stock and other stock-based incentive awards to officers and key employees. Also, certain of our employees were participants in FIS’s stock-based compensation plans until the spin-off.

401(k) Profit Sharing and Employee Stock Purchase Plans

Effective July 2, 2008, we adopted the Lender Processing Services, Inc. 401(k) Profit Sharing Plan (the “401(k) Plan”) and the Lender Processing Services, Inc. Employee Stock Purchase Plan (“ESPP”) which provide programs through which the executives and employees of the Company may purchase shares of common stock through payroll deductions and through matching employer contributions.

F-48

Offer to Exchange

$375,000,000 Outstanding 81/8% Senior Notes due 2016

PROSPECTUS

DEALER PROSPECTUS DELIVERY OBLIGATION

Until the date that is 90 days after the date of this prospectus, all dealers that effect transactions in these securities, whether or not participating in the exchange offer, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

[          ], 2008

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

The following summary is qualified in its entirety by reference to the complete text of the statutes referred to below, our Amended and Restated Certificate of Incorporation (the “Certificate”) and Amended and Restated Bylaws (the “Bylaws”).

We are incorporated under the laws of the State of Delaware.

Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Section 145 further provides that a corporation similarly may indemnify any such person serving in any such capacity who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor, or a derivative action, by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or such other court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

Our Certificate provides for the indemnification of directors, officers and certain authorized representatives of the corporation to the fullest extent permitted by the DGCL, except that the Certificate provides for indemnification in a derivative action or suit initiated by a director, officer or authorized representative of the corporation only if our board of directors authorized the initiation of that action or suit. In addition, as permitted by the DGCL, the Certificate provides that our directors shall have no personal liability to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except (1) for any breach of the director’s duty of loyalty to us or our stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, (3) under Section 174 of the DGCL or (4) for any transaction from which a director derived an improper personal benefit.

The Contribution and Distribution Agreement dated as of June 13, 2008 between FIS and us obligates FIS to indemnify, hold harmless and defend us and each of our subsidiaries, affiliates and representatives from and against all liabilities arising out of or resulting from any untrue statement of, or omission to state, a material fact in any of our public filings about the FIS group to the extent it was as a result of information that FIS furnished to the Registrant or which was contained in FIS’s public filings.

In addition to the indemnification provided for in our Certificate and Bylaws, we have purchased directors’ and officers’ liability insurance which would insure our directors and officers against certain liabilities which might be incurred in connection with the performance of their duties.

II-1

ITEM 21.   EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

The following exhibits are included as exhibits to this Registration Statement.

Exhibit
Number			Description
	2	.1	Contribution and Distribution Agreement, dated as of June 13, 2008, between Lender Processing Services, Inc. and Fidelity National Information Services, Inc.(1)
	3	.1	Amended and Restated Certificate of Incorporation of Lender Processing Services, Inc.(2)
	3	.2	Amended and Restated Bylaws of Lender Processing Services, Inc.(2)
	3	.3	Amended Certificate of Incorporation of A.S.A.P. Legal Publication Services, Inc.
	3	.4	Amended and Restated Bylaws of A.S.A.P. Legal Publication Services, Inc.
	3	.5	Certificate of Incorporation of Aptitude Solutions, Inc.
	3	.6	Bylaws of Aptitude Solutions, Inc.
	3	.7	Certificate of Incorporation of Arizona Sales and Posting, Inc.
	3	.8	Amended and Restated Bylaws of Arizona Sales and Posting, Inc.
	3	.9	Amended Certificate of Incorporation of Chase Vehicle Exchange, Inc.
	3	.10	Bylaws of Chase Vehicle Exchange, Inc.
	3	.11	Amended Certificate of Organization of DOCX, LLC
	3	.12	Amended and Restated Operating Agreement of DOCX, LLC
	3	.13	Amended Certificate of Incorporation of Espiel, Inc.
	3	.14	Bylaws of Espiel, Inc.
	3	.15	Amended Certificate of Incorporation of Fidelity National Loan Portfolio Services, Inc.
	3	.16	Amended Bylaws of Fidelity National Loan Portfolio Services, Inc.
	3	.17	Amended Certificate of Incorporation of Financial Systems Integrators, Inc.
	3	.18	Bylaws of Financial Systems Integrators, Inc.
	3	.19	Certificate of Formation of FIS Capital Markets, LLC
	3	.20	Operating Agreement of FIS Capital Markets, LLC
	3	.21	Amended Certificate of Incorporation of FIS Data Services, Inc.
	3	.22	Amended and Restated Bylaws of FIS Data Services, Inc.
	3	.23	Amended Certificate of Incorporation of FIS Tax Services, Inc. f/k/a Fidelity National Tax Services, Inc.
	3	.24	Amended and Restated Bylaws of FIS Tax Services, Inc. f/k/a Fidelity National Tax Services, Inc.
	3	.25	Amended Certificate of Organization of FIS Valuation Solutions, LLC f/k/a Hansen Quality, LLC
	3	.26	Operating Agreement of Organization of FIS Valuation Solutions, LLC f/k/a Hansen Quality, LLC
	3	.27	Certificate of Formation of FNIS Flood Group, LLC
	3	.28	Amended and Restated Operating Agreement of FNIS Flood Group, LLC
	3	.29	Certificate of Formation of FNIS Flood of California, LLC
	3	.30	Operating Agreement of FNIS Flood of California, LLC
	3	.31	Certificate of Incorporation of FNIS Intellectual Property Holdings, Inc.
	3	.32	Amended and Restated Bylaws of FNIS Intellectual Property Holdings, Inc.
	3	.33	Certificate of Incorporation of FNIS Services, Inc.
	3	.34	Amended and Restated Bylaws of FNIS Services, Inc.
	3	.35	Amended Certificate of Incorporation of Geotrac, Inc.
	3	.36	Amended and Restated Bylaws of Geotrac, Inc.
	3	.37	Certificate of Organization of Indiana Residential Nominee Services, LLC
	3	.38	Amended Amended and Restated Operating Agreement of Indiana Residential Nominee Services, LLC

II-2

Exhibit
Number			Description
	3	.39	Amended Certificate of Incorporation of Investment Property Exchange Services, Inc.
	3	.40	Bylaws of Investment Property Exchange Services, Inc.
	3	.41	Amended Certificate of Incorporation of Lender’s Service Title Agency, Inc.
	3	.42	Amended and Restated Bylaws of Lender’s Service Title Agency, Inc.
	3	.43	Amended Certificate of Incorporation of LPS Agency Sales and Posting, Inc.
	3	.44	Amended and Restated Bylaws of LPS Agency Sales and Posting, Inc.
	3	.45	Amended Certificate of Incorporation of LPS Asset Management Solutions, Inc.
	3	.46	Amended and Restated Bylaws of LPS Asset Management Solutions, Inc.
	3	.47	Amended Certificate of Incorporation of LPS Field Services, Inc.
	3	.48	Amended and Restated Bylaws of LPS Field Services, Inc.
	3	.49	Amended Certificate of Incorporation of LPS Foreclosure Solutions, Inc.
	3	.50	Amended and Restated Bylaws of LPS Foreclosure Solutions, Inc.
	3	.51	Certificate of Formation of LPS IP Holding Company, LLC
	3	.52	Operating Agreement of LPS IP Holding Company, LLC
	3	.53	Certificate of Formation of LPS Management, LLC
	3	.54	Operating Agreement of LPS Management, LLC
	3	.55	Amended Certificate of Incorporation of LPS Mortgage Processing Solutions, Inc.
	3	.56	Bylaws of LPS Mortgage Processing Solutions, Inc.
	3	.57	Amended Certificate of Limited Partnership of LPS National Flood, LP
	3	.58	Limited Partnership Agreement of LPS National Flood, LP
	3	.59	Amended Certificate of Formation of LPS Portfolio Solutions, LLC
	3	.60	Operating Agreement of LPS Portfolio Solutions, LLC
	3	.61	Certificate of Incorporation of LRT Record Services, Inc.
	3	.62	Amended and Restated Bylaws of LRT Record Services, Inc.
	3	.63	Certificate of Organization of LSI Alabama, LLC
	3	.64	Amended Operating Agreement of LSI Alabama, LLC
	3	.65	Certificate of Formation of LSI Appraisal, LLC
	3	.66	Amended and Restated Operating Agreement of LSI Appraisal, LLC
	3	.67	Certificate of Incorporation of LSI Maryland, Inc.
	3	.68	Amended and Restated Bylaws of LSI Maryland, Inc.
	3	.69	Certificate of Incorporation of LSI Title Agency, Inc.
	3	.70	Amended and Restated Bylaws of LSI Title Agency, Inc.
	3	.71	Amended Amended and Restated Certificate of Incorporation of LSI Title Company
	3	.72	Amended and Restated Bylaws of LSI Title Company
	3	.73	Certificate of Organization of LSI Title Company of Oregon, LLC
	3	.74	Operating Agreement of LSI Title Company of Oregon, LLC
	3	.75	Certificate of Incorporation of LSI Title Insurance Agency of Utah, Inc.
	3	.76	Bylaws of LSI Title Insurance Agency of Utah, Inc.
	3	.77	Amended Certificate of Organization of Maine Residential Nominee Services, LLC
	3	.78	Amended and Restated Operating Agreement of Maine Residential Nominee Services, LLC
	3	.79	Amended Certificate of Organization of Massachusetts Residential Nominee Services, LLC
	3	.80	Amended and Restated Operating Agreement of Massachusetts Residential Nominee Services, LLC
	3	.81	Certificate of Organization of McDash Analytics, LLC
	3	.82	Amended and Restated Operating Agreement of McDash Analytics, LLC

II-3

Exhibit
Number			Description
	3	.83	Certificate of Incorporation of National Residential Nominee Services, Inc.
	3	.84	Bylaws of National Residential Nominee Services, Inc.
	3	.85	Certificate of Incorporation of National Safe Harbor Exchanges
	3	.86	Bylaws of National Safe Harbor Exchanges
	3	.87	Certificate of Organization of NewInvoice, LLC
	3	.88	Amended and Restated Operating Agreement of NewInvoice, LLC
	3	.89	Certificate of Organization of OnePointCity, LLC
	3	.90	Operating Agreement of OnePointCity, LLC
	3	.91	Certificate of Formation of SoftPro, LLC
	3	.92	Operating Agreement of SoftPro, LLC
	3	.93	Certificate of Incorporation of Strategic Property Investments, Inc.
	3	.94	Bylaws of Strategic Property Investments, Inc.
	3	.95	Amended Certificate of Organization of Vermont Residential Nominee Services, LLC
	3	.96	Amended and Restated Operating Agreement of Vermont Residential Nominee Services, LLC
	4	.1	Indenture, dated as of July 2, 2008, among Lender Processing Services, Inc., the guarantors parties thereto and U.S. Bank National Association, Corporate Trust Services, as Trustee(2)
	4	.2	Registration Rights Agreement, dated July 2, 2008, among Lender Processing Services, Inc., the guarantors parties thereto and J.P. Morgan Securities Inc., Banc of America Securities LLC and Wachovia Capital Markets, LLC, as representatives of the several initial purchasers(2)
	4	.3	Form of 8.125% Senior Note Due 2016
	5	.1	Opinion of Dewey & LeBoeuf LLP
	10	.1	Tax Disaffiliation Agreement, dated as of July 2, 2008, between Lender Processing Services, Inc. and Fidelity National Information Services, Inc.(1)
	10	.2	Form of Employee Matters Agreement(3)
	10	.3	Corporate and Transitional Services Agreement, dated as of July 2, 2008, between Lender Processing Services, Inc. and Fidelity National Information Services, Inc.(1)
	10	.4	Corporate and Transitional Services Agreement, dated as of July 2, 2008, between Lender Processing Services, Inc. and Fidelity National Financial, Inc.(1)
	10	.5	Credit Agreement, dated as of July 2, 2008, among Lender Processing Services, Inc., the lenders parties thereto from time to time and JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer(2)
	10	.6	Lender Processing Services, Inc. Annual Incentive Plan(1)
	10	.7	Lender Processing Services, Inc. 2008 Omnibus Incentive Plan(1)
	10	.8	Lender Processing Services, Inc. Employee Stock Purchase Plan(1)
	10	.9	Lender Processing Services, Inc. Deferred Compensation Plan(1)
	10	.10	Lender Processing Services, Inc. Executive Life and Supplemental Retirement Benefit Plan(1)
	10	.11	Lender Processing Services, Inc. Special Supplemental Executive Retirement Plan(1)
	10	.12	Form of Notice of Restricted Stock Grant and Restricted Stock Award Agreement under Lender Processing Services, Inc. 2008 Omnibus Incentive Plan(4)
	10	.13	Form of Notice of Stock Option Grant and Stock Option Agreement under Lender Processing Services, Inc. 2008 Omnibus Incentive Plan(4)
	10	.14	Employment Agreement dated August 8, 2008 between Lender Processing Services, Inc. and Jeffrey S. Carbiener(4)
	10	.15	Employment Agreement dated August 8, 2008 between Lender Processing Services, Inc. and Francis K. Chan(4)

II-4

Exhibit
Number			Description
	10	.16	Employment Agreement dated August 8, 2008 between Lender Processing Services, Inc. and Daniel T. Scheuble(4)
	10	.17	Employment Agreement dated August 8, 2008 between Lender Processing Services, Inc. and Eric D. Swenson(4)
	12	.1	Statement of Computation of Ratio of Earnings to Fixed Charges
	21	.1	Subsidiaries of Lender Processing Services, Inc.
	23	.1	Consent of KPMG LLP, Independent Registered Public Accounting Firm
	23	.2	Consent of Counsel (included in Exhibit 5.1)
	24	.1	Powers of Attorney of certain officers and directors of Lender Processing Services, Inc. (included on the signature pages hereto)
	25	.1	Form T-1, Statement of Eligibility under the Trust Indenture Act of 1939 of U.S. Bank National Association, Corporate Trust Services, as trustee
	99	.1	Form of Letter of Transmittal and Consent
	99	.2	Form of Notice of Guaranteed Delivery
	99	.3	Form of Instructions to Registered Holder and/or Book Entry Transfer Participant from Beneficial Owner
	99	.4	Exchange Agreement, dated as of June 18, 2008, among Fidelity National Information Services, Inc., JPMorgan Chase Bank, N.A., Bank of America, N.A., Wachovia Bank, National Association, J.P. Morgan Securities Inc., Banc of America Securities LLC, Wachovia Capital Markets, LLC and, solely with respect to certain sections thereof, Lender Processing Services, Inc.(1)
	99	.5	Reverse Corporate and Transitional Services Agreement, dated as of July 2, 2008, between Lender Processing Services, Inc. and Fidelity National Information Services, Inc.(1)
	99	.6	Aircraft Interchange Agreement, dated as of July 2, 2008, among Fidelity National Financial, Inc., Fidelity National Information Services, Inc. and Lender Processing Services, Inc.(1)
	99	.7	Lease Agreement, dated as of June 13, 2008, between Lender Processing Services, Inc., as landlord, and Fidelity National Information Services, Inc., as tenant(1)
	99	.8	Master Information Technology and Application Development Services Agreement, dated as of July 2, 2008, between Lender Processing Services, Inc. and Fidelity National Financial, Inc.(1)
	99	.9	Property Management Agreement, dated as of June 13, 2008, between Lender Processing Services, Inc., as property manager, and Fidelity National Financial, Inc., as property owner(1)
	99	.10	Lease Agreement, dated as of June 13, 2008, between Lender Processing Services, Inc., as landlord, and Fidelity National Financial, Inc., as tenant(1)
	99	.11	Sublease Agreement, dated as of June 13, 2008, between Fidelity National Financial, Inc., as sublessor, and Lender Processing Services, Inc., as sublessee(1)
	99	.12	Software License Agreement dated as of June 1, 2006 between Fidelity National Financial, Inc. (f/k/a Fidelity National Title Group, Inc.) and Fidelity Information Services, Inc., and its SoftPro division, as assigned to SoftPro, LLC, a subsidiary of Lender Processing Services, Inc.(3)
	99	.13	Amended and Restated eLender Services Agreement dated as of March 4, 2005 among Fidelity National Financial, Inc. (f/k/a Fidelity National Title Group, Inc.) and Rocky Mountain Support Services, Inc., a subsidiary of Fidelity National Financial, Inc., on the one hand, and LSI Title Company, a subsidiary of Lender Processing Services, Inc., and Fidelity National Information Services, LLC, as assigned to Lender Processing Services, Inc., on the other hand.(3)
	99	.14	Issuing Agency Contract dated as of July 22, 2004 between Chicago Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and LSI Title Company, a subsidiary of Lender Processing Services, Inc.(5)
	99	.15	Issuing Agency Contract dated as of July 22, 2004 between Chicago Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and LSI Title Agency, Inc., a subsidiary of Lender Processing Services, Inc.(5)

II-5

Exhibit
Number			Description
	99	.16	Issuing Agency Contract dated as of July 22, 2004 between Chicago Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and Lender’s Service Title Agency, Inc., a subsidiary of Lender Processing Services, Inc.(5)
	99	.17	Issuing Agency Contract dated as of August 9, 2004 between Chicago Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and LSI Alabama, LLC, a subsidiary of Lender Processing Services, Inc.(5)
	99	.18	Issuing Agency Contract dated as of February 8, 2005 between Chicago Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and LSI Title Company of Oregon, LLC, a subsidiary of Lender Processing Services, Inc.(5)
	99	.19	Issuing Agency Contract dated as of August 22, 2006 between Chicago Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and LSI Title Insurance Agency of Utah, Inc., a subsidiary of Lender Processing Services, Inc.(3)
	99	.20	Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and LSI Title Company, a subsidiary of Lender Processing Services, Inc.(5)
	99	.21	Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and LSI Title Agency, Inc., a subsidiary of Lender Processing Services, Inc.(5)
	99	.22	Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and Lender’s Service Title Agency, Inc., a subsidiary of Lender Processing Services, Inc.(5)
	99	.23	Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and LSI Alabama, LLC, a subsidiary of Lender Processing Services, Inc.(5)
	99	.24	Issuing Agency Contract dated as of February 24, 2005 between Fidelity National Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and LSI Title Company of Oregon, LLC, a subsidiary of Lender Processing Services, Inc.(5)
	99	.12	Issuing Agency Contract dated as of August 28, 2006 between Fidelity National Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and LSI Title Insurance Agency of Utah, Inc., a subsidiary of Lender Processing Services, Inc.(3)
	99	.12	Tax Service Agreement dated as of June 20, 2005 between FIS Tax Service, Inc., a subsidiary of Lender Processing Services, Inc., and Chicago Title Insurance Company, a subsidiary of Fidelity National Financial, Inc. (together with a schedule describing other substantially identical Tax Service Agreements dated various dates from 2002 to 2006 between FIS Tax Service, Inc. and various title insurance subsidiaries of Fidelity National Financial, Inc.)(3)
	99	.12	Flood Zone Determination Agreement dated as of December 28, 2004 between FNIS Flood Services, L.P., a subsidiary of Lender Processing Services, Inc., and Ticor Title Insurance Company, a subsidiary of Fidelity National Financial, Inc.(3)
	99	.12	National Master Services Agreement dated as of November 1, 2006 between Property Insight LLC, a subsidiary of Fidelity National Financial, Inc., and LSI Title Insurance Company, a subsidiary of Lender Processing Services, Inc.(3)
	99	.12	Flood Zone Determination Agreement dated as of September 1, 2006 between FNIS Flood Services, L.P., through its LSI Flood Services division, a subsidiary of Lender Processing Services, Inc., and Fidelity National Insurance Services, a subsidiary of Fidelity National Financial, Inc.(3)
	99	.12	Title Production Services Agreement dated as of June 5, 2007 between Property Insight LLC, a subsidiary of Fidelity National Financial, Inc., and Fidelity National Default Solutions, Inc., a subsidiary of Lender Processing Services, Inc.(3)

(1) Incorporated by reference to the Current Report on Form 8-K of Lender Processing Services, Inc. (File No. 001-34005) filed on July 9, 2008

II-6

(2)	Incorporated by reference to the Registration Statement on Form S-8 of Lender Processing Services, Inc. (File No. 333-152177) filed on July 8, 2008
(3)	Incorporated by reference to the Registration Statement on Form 10 of Lender Processing Services, Inc. (File No. 001-34005) filed on March 27, 2008, as amended
(4)	Incorporated by reference to the Current Report on Form 8-K of Lender Processing Services, Inc. (File No. 001-34005) filed on August 14, 2008
(5)	Incorporated by reference to the Registration Statement on Form S-1 of Fidelity National Financial, Inc. (File No. 333-126402) filed on September 26, 2005

ITEM 22.   UNDERTAKINGS

(a) The Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represents a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which is registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered, which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) (1) The undersigned Registrant undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus, which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration

II-7

form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2) The undersigned Registrant hereby undertakes that every prospectus (i) that is filed pursuant to paragraph (1) immediately preceding; or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time will be deemed to be the initial bona fide offering thereof.

(d) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(e) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-8

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida, on this 28th day of August, 2008.

Lender Processing Services, Inc.

By:  /s/  Jeffrey S. Carbiener

Name:     Jeffrey S. Carbiener

Title:  President and Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally appoints Jeffrey S. Carbiener and Francis K. Chan, and each of them individually, with full powers of substitution and resubstitution, as his or her true and lawful attorneys, with full powers to them and each of them to sign for him or her, in his or her name and in the capacities indicated below, any and all amendments to such Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them might or could do in person, and hereby ratifying and confirming all that such attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this Power of Attorney.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/  Jeffrey S. Carbiener Jeffrey S. Carbiener	President and Chief Executive Officer (Principal Executive Officer)	August 28, 2008
/s/  Francis K. Chan Francis K. Chan	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	August 28, 2008
/s/  William P. Foley, II William P. Foley, II	Chairman	August 28, 2008
/s/  Marshall Haines Marshall Haines	Director	August 28, 2008

II-9

Signature	Title	Date
/s/  James K. Hunt James K. Hunt	Director	August 28, 2008
/s/  Lee A. Kennedy Lee A. Kennedy	Director	August 28, 2008
/s/  Daniel D. (Ron) Lane Daniel D. (Ron) Lane	Director	August 28, 2008
/s/  Cary H. Thompson Cary H. Thompson	Director	August 28, 2008

II-10

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida, on this 28th day of August, 2008.

A.S.A.P. Legal Publication Services, Inc.

Aptitude Solutions, Inc.

Arizona Sales and Posting, Inc.

Chase Vehicle Exchange, Inc.

Espiel, Inc.

Fidelity National Loan Portfolio Services, Inc.

Financial Systems Integrators, Inc.

FIS Data Services, Inc.

FIS Tax Services, Inc. f/k/a Fidelity National Tax Services, Inc.

FNIS Intellectual Property Holdings, Inc.

FNIS Services, Inc.

Geotrac, Inc.

Investment Property Exchange Services, Inc.

Lender’s Service Title Agency, Inc.

LPS Agency Sales and Posting

LPS Asset Management Solutions, Inc.

LPS Field Services, Inc.

LPS Foreclosure Solutions, Inc.

LPS Mortgage Processing Solutions, Inc.

LRT Record Services, Inc.

LSI Maryland, Inc.

LSI Title Agency, Inc.

LSI Title Company

LSI Title Insurance Agency of Utah, Inc.

National Residential Nominee Services Inc.

National Safe Harbor Exchanges

Strategic Property Investments, Inc.

as Guarantors

By:  /s/ Jeffrey S. Carbiener

Name:     Jeffrey S. Carbiener

Title: Chief Executive Officer

II-11

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally appoints Jeffrey S. Carbiener and Francis K. Chan, and each of them individually, with full powers of substitution and resubstitution, as his or her true and lawful attorneys, with full powers to them and each of them to sign for him or her, in his or her name and in the capacities indicated below, any and all amendments to such Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them might or could do in person, and hereby ratifying and confirming all that such attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this Power of Attorney.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/  Jeffrey S. Carbiener Jeffrey S. Carbiener	Chief Executive Officer (Principal Executive Officer)	August 28, 2008
/s/  Francis K. Chan Francis K. Chan	Chief Financial Officer (Principal Financial and Accounting Officer)	August 28, 2008
/s/  Todd C. Johnson Todd C. Johnson	Director	August 28, 2008
/s/  Eric D. Swenson Eric D. Swenson	Director	August 28, 2008

II-12

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida, on this 28th day of August, 2008.

DOCX, LLC

FIS Capital Markets, LLC

FIS Valuation Solutions, LLC f/k/a Hansen Quality, LLC

FNIS Flood Group, LLC

LPS IP Holding Company, LLC

LPS Management, LLC

SoftPro, LLC

as Guarantors

By:  /s/  Jeffrey S. Carbiener

Name:     Jeffrey S. Carbiener

Title:  Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally appoints Jeffrey S. Carbiener and Francis K. Chan, and each of them individually, with full powers of substitution and resubstitution, as his or her true and lawful attorneys, with full powers to them and each of them to sign for him or her, in his or her name and in the capacities indicated below, any and all amendments to such Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them might or could do in person, and hereby ratifying and confirming all that such attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this Power of Attorney.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/  Jeffrey S. Carbiener Jeffrey S. Carbiener	Chief Executive Officer (Principal Executive Officer)	August 28, 2008
/s/  Francis K. Chan Francis K. Chan	Chief Financial Officer (Principal Financial and Accounting Officer)	August 28, 2008
/s/  Jeffrey S. Carbiener Jeffrey S. Carbiener	Chief Executive Officer of LPS Mortgage Processing Solutions, Inc., the Managing Member of the above-named companies	August 28, 2008

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida, on this 28th day of August, 2008.

LPS Portfolio Solutions, LLC

as Guarantor

By:  /s/  Jeffrey S. Carbiener

Name:     Jeffrey S. Carbiener

Title:  Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally appoints Jeffrey S. Carbiener and Francis K. Chan, and each of them individually, with full powers of substitution and resubstitution, as his or her true and lawful attorneys, with full powers to them and each of them to sign for him or her, in his or her name and in the capacities indicated below, any and all amendments to such Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them might or could do in person, and hereby ratifying and confirming all that such attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this Power of Attorney.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/  Jeffrey S. Carbiener Jeffrey S. Carbiener	Chief Executive Officer (Principal Executive Officer)	August 28, 2008
/s/  Francis K. Chan Francis K. Chan	Chief Financial Officer (Principal Financial and Accounting Officer)	August 28, 2008
/s/  Jeffrey S. Carbiener Jeffrey S. Carbiener	Chief Executive Officer of LPS Foreclosure Solutions, Inc., the Managing Member of the above-named companies	August 28, 2008

II-14

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida, on this 28th day of August, 2008.

Indiana Residential Nominee Services, LLC

Maine Residential Nominee Services, LLC

Massachusetts Residential Nominee Services, LLC

Vermont Residential Nominee Services, LLC

as Guarantors

By:  /s/  Jeffrey S. Carbiener

Name:     Jeffrey S. Carbiener

Title:  Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally appoints Jeffrey S. Carbiener and Francis K. Chan, and each of them individually, with full powers of substitution and resubstitution, as his or her true and lawful attorneys, with full powers to them and each of them to sign for him or her, in his or her name and in the capacities indicated below, any and all amendments to such Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them might or could do in person, and hereby ratifying and confirming all that such attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this Power of Attorney.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/  Jeffrey S. Carbiener Jeffrey S. Carbiener	Chief Executive Officer (Principal Executive Officer)	August 28, 2008
/s/  Francis K. Chan Francis K. Chan	Chief Financial Officer (Principal Financial and Accounting Officer)	August 28, 2008
/s/  Jeffrey S. Carbiener Jeffrey S. Carbiener	Chief Executive Officer of National Residential Nominee Services, Inc., the Manager of the above-named companies	August 28, 2008

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida, on this 28th day of August, 2008.

LSI Alabama, LLC

LSI Title Company of Oregon, LLC

as Guarantors

By:  /s/  Jeffrey S. Carbiener

Name:     Jeffrey S. Carbiener

Title:  Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally appoints Jeffrey S. Carbiener and Francis K. Chan, and each of them individually, with full powers of substitution and resubstitution, as his or her true and lawful attorneys, with full powers to them and each of them to sign for him or her, in his or her name and in the capacities indicated below, any and all amendments to such Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them might or could do in person, and hereby ratifying and confirming all that such attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this Power of Attorney.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/  Jeffrey S. Carbiener Jeffrey S. Carbiener	Chief Executive Officer (Principal Executive Officer)	August 28, 2008
/s/  Francis K. Chan Francis K. Chan	Chief Financial Officer (Principal Financial and Accounting Officer)	August 28, 2008
/s/  Jeffrey S. Carbiener Jeffrey S. Carbiener	Chief Executive Officer of LSI Title Company, the Managing Member of the above-named companies	August 28, 2008

II-16

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida, on this 28th day of August, 2008.

FNIS Flood of California, LLC

as Guarantor

By:  /s/  Jeffrey S. Carbiener

Name:     Jeffrey S. Carbiener

Title:  Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally appoints Jeffrey S. Carbiener and Francis K. Chan, and each of them individually, with full powers of substitution and resubstitution, as his or her true and lawful attorneys, with full powers to them and each of them to sign for him or her, in his or her name and in the capacities indicated below, any and all amendments to such Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them might or could do in person, and hereby ratifying and confirming all that such attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this Power of Attorney.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/  Jeffrey S. Carbiener Jeffrey S. Carbiener	Chief Executive Officer (Principal Executive Officer)	August 28, 2008
/s/  Francis K. Chan Francis K. Chan	Chief Financial Officer (Principal Financial and Accounting Officer)	August 28, 2008
/s/  Jeffrey S. Carbiener Jeffrey S. Carbiener	Chief Executive Officer of FNIS Flood Group, LLC, the Managing Member of the above-named company	August 28, 2008

II-17

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida, on this 28th day of August, 2008.

LSI Appraisal, LLC

as Guarantor

By:  /s/  Jeffrey S. Carbiener

Name:     Jeffrey S. Carbiener

Title:  Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally appoints Jeffrey S. Carbiener and Francis K. Chan, and each of them individually, with full powers of substitution and resubstitution, as his or her true and lawful attorneys, with full powers to them and each of them to sign for him or her, in his or her name and in the capacities indicated below, any and all amendments to such Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them might or could do in person, and hereby ratifying and confirming all that such attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this Power of Attorney.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/  Jeffrey S. Carbiener Jeffrey S. Carbiener	Chief Executive Officer (Principal Executive Officer)	August 28, 2008
/s/  Francis K. Chan Francis K. Chan	Chief Financial Officer (Principal Financial and Accounting Officer)	August 28, 2008
/s/  Jeffrey S. Carbiener Jeffrey S. Carbiener	Chief Executive Officer of LSI Title Agency, Inc., the Managing Member of the above-named company	August 28, 2008

II-18

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida, on this 28th day of August, 2008.

OnePointCity, L.L.C.

as Guarantor

By:  /s/  Jeffrey S. Carbiener

Name:     Jeffrey S. Carbiener

Title:  Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally appoints Jeffrey S. Carbiener and Francis K. Chan, and each of them individually, with full powers of substitution and resubstitution, as his or her true and lawful attorneys, with full powers to them and each of them to sign for him or her, in his or her name and in the capacities indicated below, any and all amendments to such Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them might or could do in person, and hereby ratifying and confirming all that such attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this Power of Attorney.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/  Jeffrey S. Carbiener Jeffrey S. Carbiener	Chief Executive Officer (Principal Executive Officer)	August 28, 2008
/s/  Francis K. Chan Francis K. Chan	Chief Financial Officer (Principal Financial and Accounting Officer)	August 28, 2008
/s/  Jeffrey S. Carbiener Jeffrey S. Carbiener	Chief Executive Officer of Geotrac, Inc., the Managing Member of the above-named company	August 28, 2008

II-19

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida, on this 28th day of August, 2008.

McDash Analytics LLC

NewInvoice, L.L.C.

as Guarantors

By:  /s/  Jeffrey S. Carbiener

Name:     Jeffrey S. Carbiener

Title:  Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally appoints Jeffrey S. Carbiener and Francis K. Chan, and each of them individually, with full powers of substitution and resubstitution, as his or her true and lawful attorneys, with full powers to them and each of them to sign for him or her, in his or her name and in the capacities indicated below, any and all amendments to such Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them might or could do in person, and hereby ratifying and confirming all that such attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this Power of Attorney.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/  Jeffrey S. Carbiener Jeffrey S. Carbiener	Chief Executive Officer (Principal Executive Officer)	August 28, 2008
/s/  Francis K. Chan Francis K. Chan	Chief Financial Officer (Principal Financial and Accounting Officer)	August 28, 2008
/s/  Todd C. Johnson Todd C. Johnson	Manager	August 28, 2008
/s/  Eric D. Swenson Eric D. Swenson	Manager	August 28, 2008

II-20

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida, on this 28th day of August, 2008.

LPS National Flood, LP

as Guarantor

By:  /s/  Jeffrey S. Carbiener

Name:     Jeffrey S. Carbiener

Title:  Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally appoints Jeffrey S. Carbiener and Francis K. Chan, and each of them individually, with full powers of substitution and resubstitution, as his or her true and lawful attorneys, with full powers to them and each of them to sign for him or her, in his or her name and in the capacities indicated below, any and all amendments to such Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them might or could do in person, and hereby ratifying and confirming all that such attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this Power of Attorney.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/  Jeffrey S. Carbiener Jeffrey S. Carbiener	Chief Executive Officer (Principal Executive Officer)	August 28, 2008
/s/  Francis K. Chan Francis K. Chan	Chief Financial Officer (Principal Financial and Accounting Officer)	August 28, 2008
/s/  Jeffrey S. Carbiener Jeffrey S. Carbiener	Chief Executive Officer of FNIS Flood Group, LLC, the General Partner of the above-named partnership	August 28, 2008
/s/  Jeffrey S. Carbiener Jeffrey S. Carbiener	Chief Executive Officer of FNIS Flood of California, LLC, the Limited Partner of the above-named partnership	August 28, 2008

II-21

EXHIBIT INDEX

Exhibit
Number			Description
	2	.1	Contribution and Distribution Agreement, dated as of June 13, 2008, between Lender Processing Services, Inc. and Fidelity National Information Services, Inc.(1)
	3	.1	Amended and Restated Certificate of Incorporation of Lender Processing Services, Inc.(2)
	3	.2	Amended and Restated Bylaws of Lender Processing Services, Inc.(2)
	3	.3	Amended Certificate of Incorporation of A.S.A.P. Legal Publication Services, Inc.
	3	.4	Amended and Restated Bylaws of A.S.A.P. Legal Publication Services, Inc.
	3	.5	Certificate of Incorporation of Aptitude Solutions, Inc.
	3	.6	Bylaws of Aptitude Solutions, Inc.
	3	.7	Certificate of Incorporation of Arizona Sales and Posting, Inc.
	3	.8	Amended and Restated Bylaws of Arizona Sales and Posting, Inc.
	3	.9	Amended Certificate of Incorporation of Chase Vehicle Exchange, Inc.
	3	.10	Bylaws of Chase Vehicle Exchange, Inc.
	3	.11	Amended Certificate of Organization of DOCX, LLC
	3	.12	Amended and Restated Operating Agreement of DOCX, LLC
	3	.13	Amended Certificate of Incorporation of Espiel, Inc.
	3	.14	Bylaws of Espiel, Inc.
	3	.15	Amended Certificate of Incorporation of Fidelity National Loan Portfolio Services, Inc.
	3	.16	Amended Bylaws of Fidelity National Loan Portfolio Services, Inc.
	3	.17	Amended Certificate of Incorporation of Financial Systems Integrators, Inc.
	3	.18	Bylaws of Financial Systems Integrators, Inc.
	3	.19	Certificate of Formation of FIS Capital Markets, LLC
	3	.20	Operating Agreement of FIS Capital Markets, LLC
	3	.21	Amended Certificate of Incorporation of FIS Data Services, Inc.
	3	.22	Amended and Restated Bylaws of FIS Data Services, Inc.
	3	.23	Amended Certificate of Incorporation of FIS Tax Services, Inc. f/k/a Fidelity National Tax Services, Inc.
	3	.24	Amended and Restated Bylaws of FIS Tax Services, Inc. f/k/a Fidelity National Tax Services, Inc.
	3	.25	Amended Certificate of Organization of FIS Valuation Solutions, LLC f/k/a Hansen Quality, LLC
	3	.26	Operating Agreement of Organization of FIS Valuation Solutions, LLC f/k/a Hansen Quality, LLC
	3	.27	Certificate of Formation of FNIS Flood Group, LLC
	3	.28	Amended and Restated Operating Agreement of FNIS Flood Group, LLC
	3	.29	Certificate of Formation of FNIS Flood of California, LLC
	3	.30	Operating Agreement of FNIS Flood of California, LLC
	3	.31	Certificate of Incorporation of FNIS Intellectual Property Holdings, Inc.
	3	.32	Amended and Restated Bylaws of FNIS Intellectual Property Holdings, Inc.
	3	.33	Certificate of Incorporation of FNIS Services, Inc.
	3	.34	Amended and Restated Bylaws of FNIS Services, Inc.
	3	.35	Amended Certificate of Incorporation of Geotrac, Inc.
	3	.36	Amended and Restated Bylaws of Geotrac, Inc.
	3	.37	Certificate of Organization of Indiana Residential Nominee Services, LLC
	3	.38	Amended Amended and Restated Operating Agreement of Indiana Residential Nominee Services, LLC
	3	.39	Amended Certificate of Incorporation of Investment Property Exchange Services, Inc.
	3	.40	Bylaws of Investment Property Exchange Services, Inc.
	3	.41	Amended Certificate of Incorporation of Lender’s Service Title Agency, Inc.
	3	.42	Amended and Restated Bylaws of Lender’s Service Title Agency, Inc.

Exhibit
Number			Description
	3	.43	Amended Certificate of Incorporation of LPS Agency Sales and Posting, Inc.
	3	.44	Amended and Restated Bylaws of LPS Agency Sales and Posting, Inc.
	3	.45	Amended Certificate of Incorporation of LPS Asset Management Solutions, Inc.
	3	.46	Amended and Restated Bylaws of LPS Asset Management Solutions, Inc.
	3	.47	Amended Certificate of Incorporation of LPS Field Services, Inc.
	3	.48	Amended and Restated Bylaws of LPS Field Services, Inc.
	3	.49	Amended Certificate of Incorporation of LPS Foreclosure Solutions, Inc.
	3	.50	Amended and Restated Bylaws of LPS Foreclosure Solutions, Inc.
	3	.51	Certificate of Formation of LPS IP Holding Company, LLC
	3	.52	Operating Agreement of LPS IP Holding Company, LLC
	3	.53	Certificate of Formation of LPS Management, LLC
	3	.54	Operating Agreement of LPS Management, LLC
	3	.55	Amended Certificate of Incorporation of LPS Mortgage Processing Solutions, Inc.
	3	.56	Bylaws of LPS Mortgage Processing Solutions, Inc.
	3	.57	Amended Certificate of Limited Partnership of LPS National Flood, LP
	3	.58	Limited Partnership Agreement of LPS National Flood, LP
	3	.59	Amended Certificate of Formation of LPS Portfolio Solutions, LLC
	3	.60	Operating Agreement of LPS Portfolio Solutions, LLC
	3	.61	Certificate of Incorporation of LRT Record Services, Inc.
	3	.62	Amended and Restated Bylaws of LRT Record Services, Inc.
	3	.63	Certificate of Organization of LSI Alabama, LLC
	3	.64	Amended Operating Agreement of LSI Alabama, LLC
	3	.65	Certificate of Formation of LSI Appraisal, LLC
	3	.66	Amended and Restated Operating Agreement of LSI Appraisal, LLC
	3	.67	Certificate of Incorporation of LSI Maryland, Inc.
	3	.68	Amended and Restated Bylaws of LSI Maryland, Inc.
	3	.69	Certificate of Incorporation of LSI Title Agency, Inc.
	3	.70	Amended and Restated Bylaws of LSI Title Agency, Inc.
	3	.71	Amended Amended and Restated Certificate of Incorporation of LSI Title Company
	3	.72	Amended and Restated Bylaws of LSI Title Company
	3	.73	Certificate of Organization of LSI Title Company of Oregon, LLC
	3	.74	Operating Agreement of LSI Title Company of Oregon, LLC
	3	.75	Certificate of Incorporation of LSI Title Insurance Agency of Utah, Inc.
	3	.76	Bylaws of LSI Title Insurance Agency of Utah, Inc.
	3	.77	Amended Certificate of Organization of Maine Residential Nominee Services, LLC
	3	.78	Amended and Restated Operating Agreement of Maine Residential Nominee Services, LLC
	3	.79	Amended Certificate of Organization of Massachusetts Residential Nominee Services, LLC
	3	.80	Amended and Restated Operating Agreement of Massachusetts Residential Nominee Services, LLC
	3	.81	Certificate of Organization of McDash Analytics, LLC
	3	.82	Amended and Restated Operating Agreement of McDash Analytics, LLC
	3	.83	Certificate of Incorporation of National Residential Nominee Services, Inc.
	3	.84	Bylaws of National Residential Nominee Services, Inc.
	3	.85	Certificate of Incorporation of National Safe Harbor Exchanges
	3	.86	Bylaws of National Safe Harbor Exchanges
	3	.87	Certificate of Organization of NewInvoice, LLC

Exhibit
Number			Description
	3	.88	Amended and Restated Operating Agreement of NewInvoice, LLC
	3	.89	Certificate of Organization of OnePointCity, LLC
	3	.90	Operating Agreement of OnePointCity, LLC
	3	.91	Certificate of Formation of SoftPro, LLC
	3	.92	Operating Agreement of SoftPro, LLC
	3	.93	Certificate of Incorporation of Strategic Property Investments, Inc.
	3	.94	Bylaws of Strategic Property Investments, Inc.
	3	.95	Amended Certificate of Organization of Vermont Residential Nominee Services, LLC
	3	.96	Amended and Restated Operating Agreement of Vermont Residential Nominee Services, LLC
	4	.1	Indenture, dated as of July 2, 2008, among Lender Processing Services, Inc., the guarantors parties thereto and U.S. Bank National Association, Corporate Trust Services, as Trustee(2)
	4	.2	Registration Rights Agreement, dated July 2, 2008, among Lender Processing Services, Inc., the guarantors parties thereto and J.P. Morgan Securities Inc., Banc of America Securities LLC and Wachovia Capital Markets, LLC, as representatives of the several initial purchasers(2)
	4	.3	Form of 8.125% Senior Note Due 2016
	5	.1	Opinion of Dewey & LeBoeuf LLP
	10	.1	Tax Disaffiliation Agreement, dated as of July 2, 2008, between Lender Processing Services, Inc. and Fidelity National Information Services, Inc.(1)
	10	.2	Form of Employee Matters Agreement(3)
	10	.3	Corporate and Transitional Services Agreement, dated as of July 2, 2008, between Lender Processing Services, Inc. and Fidelity National Information Services, Inc.(1)
	10	.4	Corporate and Transitional Services Agreement, dated as of July 2, 2008, between Lender Processing Services, Inc. and Fidelity National Financial, Inc.(1)
	10	.5	Credit Agreement, dated as of July 2, 2008, among Lender Processing Services, Inc., the lenders parties thereto from time to time and JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer(2)
	10	.6	Lender Processing Services, Inc. Annual Incentive Plan(1)
	10	.7	Lender Processing Services, Inc. 2008 Omnibus Incentive Plan(1)
	10	.8	Lender Processing Services, Inc. Employee Stock Purchase Plan(1)
	10	.9	Lender Processing Services, Inc. Deferred Compensation Plan(1)
	10	.10	Lender Processing Services, Inc. Executive Life and Supplemental Retirement Benefit Plan(1)
	10	.11	Lender Processing Services, Inc. Special Supplemental Executive Retirement Plan(1)
	10	.12	Form of Notice of Restricted Stock Grant and Restricted Stock Award Agreement under Lender Processing Services, Inc. 2008 Omnibus Incentive Plan(4)
	10	.13	Form of Notice of Stock Option Grant and Stock Option Agreement under Lender Processing Services, Inc. 2008 Omnibus Incentive Plan(4)
	10	.14	Employment Agreement dated August 8, 2008 between Lender Processing Services, Inc. and Jeffrey S. Carbiener(4)
	10	.15	Employment Agreement dated August 8, 2008 between Lender Processing Services, Inc. and Francis K. Chan(4)
	10	.16	Employment Agreement dated August 8, 2008 between Lender Processing Services, Inc. and Daniel T. Scheuble(4)
	10	.17	Employment Agreement dated August 8, 2008 between Lender Processing Services, Inc. and Eric D. Swenson(4)
	12	.1	Statement of Computation of Ratio of Earnings to Fixed Charges
	21	.1	Subsidiaries of Lender Processing Services, Inc.
	23	.1	Consent of KPMG LLP, Independent Registered Public Accounting Firm
	23	.2	Consent of Counsel (included in Exhibit 5.1)

Exhibit
Number			Description
	24	.1	Powers of Attorney of certain officers and directors of Lender Processing Services, Inc. (included on the signature pages hereto)
	25	.1	Form T-1, Statement of Eligibility under the Trust Indenture Act of 1939 of U.S. Bank National Association, Corporate Trust Services, as trustee
	99	.1	Form of Letter of Transmittal and Consent
	99	.2	Form of Notice of Guaranteed Delivery
	99	.3	Form of Instructions to Registered Holder and/or Book Entry Transfer Participant from Beneficial Owner
	99	.4	Exchange Agreement, dated as of June 18, 2008, among Fidelity National Information Services, Inc., JPMorgan Chase Bank, N.A., Bank of America, N.A., Wachovia Bank, National Association, J.P. Morgan Securities Inc., Banc of America Securities LLC, Wachovia Capital Markets, LLC and, solely with respect to certain sections thereof, Lender Processing Services, Inc.(1)
	99	.5	Reverse Corporate and Transitional Services Agreement, dated as of July 2, 2008, between Lender Processing Services, Inc. and Fidelity National Information Services, Inc.(1)
	99	.6	Aircraft Interchange Agreement, dated as of July 2, 2008, among Fidelity National Financial, Inc., Fidelity National Information Services, Inc. and Lender Processing Services, Inc.(1)
	99	.7	Lease Agreement, dated as of June 13, 2008, between Lender Processing Services, Inc., as landlord, and Fidelity National Information Services, Inc., as tenant(1)
	99	.8	Master Information Technology and Application Development Services Agreement, dated as of July 2, 2008, between Lender Processing Services, Inc. and Fidelity National Financial, Inc.(1)
	99	.9	Property Management Agreement, dated as of June 13, 2008, between Lender Processing Services, Inc., as property manager, and Fidelity National Financial, Inc., as property owner(1)
	99	.10	Lease Agreement, dated as of June 13, 2008, between Lender Processing Services, Inc., as landlord, and Fidelity National Financial, Inc., as tenant(1)
	99	.11	Sublease Agreement, dated as of June 13, 2008, between Fidelity National Financial, Inc., as sublessor, and Lender Processing Services, Inc., as sublessee(1)
	99	.12	Software License Agreement dated as of June 1, 2006 between Fidelity National Financial, Inc. (f/k/a Fidelity National Title Group, Inc.) and Fidelity Information Services, Inc., and its SoftPro division, as assigned to SoftPro, LLC, a subsidiary of Lender Processing Services, Inc.(3)
	99	.13	Amended and Restated eLender Services Agreement dated as of March 4, 2005 among Fidelity National Financial, Inc. (f/k/a Fidelity National Title Group, Inc.) and Rocky Mountain Support Services, Inc., a subsidiary of Fidelity National Financial, Inc., on the one hand, and LSI Title Company, a subsidiary of Lender Processing Services, Inc., and Fidelity National Information Services, LLC, as assigned to Lender Processing Services, Inc., on the other hand.(3)
	99	.14	Issuing Agency Contract dated as of July 22, 2004 between Chicago Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and LSI Title Company, a subsidiary of Lender Processing Services, Inc.(5)
	99	.15	Issuing Agency Contract dated as of July 22, 2004 between Chicago Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and LSI Title Agency, Inc., a subsidiary of Lender Processing Services, Inc.(5)
	99	.16	Issuing Agency Contract dated as of July 22, 2004 between Chicago Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and Lender’s Service Title Agency, Inc., a subsidiary of Lender Processing Services, Inc.(5)
	99	.17	Issuing Agency Contract dated as of August 9, 2004 between Chicago Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and LSI Alabama, LLC, a subsidiary of Lender Processing Services, Inc.(5)
	99	.18	Issuing Agency Contract dated as of February 8, 2005 between Chicago Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and LSI Title Company of Oregon, LLC, a subsidiary of Lender Processing Services, Inc.(5)
	99	.19	Issuing Agency Contract dated as of August 22, 2006 between Chicago Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and LSI Title Insurance Agency of Utah, Inc., a subsidiary of Lender Processing Services, Inc.(3)

Exhibit
Number			Description
	99	.20	Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and LSI Title Company, a subsidiary of Lender Processing Services, Inc.(5)
	99	.21	Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and LSI Title Agency, Inc., a subsidiary of Lender Processing Services, Inc.(5)
	99	.22	Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and Lender’s Service Title Agency, Inc., a subsidiary of Lender Processing Services, Inc.(5)
	99	.23	Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and LSI Alabama, LLC, a subsidiary of Lender Processing Services, Inc.(5)
	99	.24	Issuing Agency Contract dated as of February 24, 2005 between Fidelity National Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and LSI Title Company of Oregon, LLC, a subsidiary of Lender Processing Services, Inc.(5)
	99	.12	Issuing Agency Contract dated as of August 28, 2006 between Fidelity National Title Insurance Company, a subsidiary of Fidelity National Financial, Inc., and LSI Title Insurance Agency of Utah, Inc., a subsidiary of Lender Processing Services, Inc.(3)
	99	.12	Tax Service Agreement dated as of June 20, 2005 between FIS Tax Service, Inc., a subsidiary of Lender Processing Services, Inc., and Chicago Title Insurance Company, a subsidiary of Fidelity National Financial, Inc. (together with a schedule describing other substantially identical Tax Service Agreements dated various dates from 2002 to 2006 between FIS Tax Service, Inc. and various title insurance subsidiaries of Fidelity National Financial, Inc.)(3)
	99	.12	Flood Zone Determination Agreement dated as of December 28, 2004 between FNIS Flood Services, L.P., a subsidiary of Lender Processing Services, Inc., and Ticor Title Insurance Company, a subsidiary of Fidelity National Financial, Inc.(3)
	99	.12	National Master Services Agreement dated as of November 1, 2006 between Property Insight LLC, a subsidiary of Fidelity National Financial, Inc., and LSI Title Insurance Company, a subsidiary of Lender Processing Services, Inc.(3)
	99	.12	Flood Zone Determination Agreement dated as of September 1, 2006 between FNIS Flood Services, L.P., through its LSI Flood Services division, a subsidiary of Lender Processing Services, Inc., and Fidelity National Insurance Services, a subsidiary of Fidelity National Financial, Inc.(3)
	99	.12	Title Production Services Agreement dated as of June 5, 2007 between Property Insight LLC, a subsidiary of Fidelity National Financial, Inc., and Fidelity National Default Solutions, Inc., a subsidiary of Lender Processing Services, Inc.(3)

(1)	Incorporated by reference to the Current Report on Form 8-K of Lender Processing Services, Inc. (File No. 001-34005) filed on July 9, 2008
(2)	Incorporated by reference to the Registration Statement on Form S-8 of Lender Processing Services, Inc. (File No. 333-152177) filed on July 8, 2008
(3)	Incorporated by reference to the Registration Statement on Form 10 of Lender Processing Services, Inc. (File No. 001-34005) filed on March 27, 2008, as amended
(4)	Incorporated by reference to the Current Report on Form 8-K of Lender Processing Services, Inc. (File No. 001-34005) filed on August 14, 2008
(5)	Incorporated by reference to the Registration Statement on Form S-1 of Fidelity National Financial, Inc. (File No. 333-126402) filed on September 26, 2005

EX-3.3

Exhibit 3.3

A489785

A489785

ENDORSED-FILED
In the office of the Secretary of State
of the State of California

APR 1 — 1997

BILL JONES, Secretary of State

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

     Marco A. Brenes and M’Liss Jones Kane certify that:

1.	They are the President and Secretary, respectively, of Pente Enterprises, Inc. a California corporation.
2.	Article I of the Articles of Incorporation of this corporation is amended to read as follows:

I

The name of the corporation is A.S.A.P. LEGAL
PUBLICATION SERVICES, INC.

3. The foregoing Amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporations Code. The total number of outstanding shares of the corporation is 5,000. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.

4. The foregoing Amendment of Articles of Incorporation has been duly approved by the Board of Directors.

     We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

DATE: March 19, 1997	/s/ Marco A. Brenes
	Marco A. Brenes, President
	/s/ M’Liss Jones Kane
	M’Liss Jones Kane, Secretary

1542996

ENDORSED
FILED
In the office of the Secretary of State
of the State of California

SEP 30 1986

MARCH FONG EU, Secretary of State

ARTICLES OF INCORPORATION
OF
PENTE ENTERPRISES, INC.

I

     The name of this corporation is PENTE ENTERPRISES, INC.

II

     The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

III

     The name and address in the State of California of this corporation’s initial agent for service of process is:

Richard S. Love
6549 Deaderick Court
Orangevale, CA 95662

IV

     This corporation is authorized to issue only one class of shares of stock; and the total number of shares which this corporation is authorized to issue is 1,000,000.

     Dated: September 3, 1986 .

/s/ Richard S. Love  

Richard S. Love, Incorporator 

     I declare that I am the person who executed the foregoing Articles of Incorporation, which execution is my act and deed.

/s/ Richard S. Love  

Richard S. Love 

EX-3.4

Exhibit 3.4

EXHIBIT A

A.S.A.P. LEGAL PUBLICATION SERVICES, INC.
A California corporation

AMENDED AND RESTATED BYLAWS
Effective August 15, 2005

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office shall be in the State of California.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of California as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Time and Place of Meetings. All meetings of the shareholders shall be held at such time and place, within or without the State of California, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meetings. Annual meetings of shareholders shall be held on the first Tuesday of April, if not a legal holiday, and if a legal holiday, then on the next business day following, or at such other date as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. At the annual meeting, the shareholders entitled to vote thereat shall elect a Board of Directors and transact such other business as may properly be brought before the meeting.

Section 3. Special Meetings. Special meetings of the shareholders, unless otherwise prescribed by statute or provided by the Articles of Incorporation or these bylaws, may be called by the President or the Board of Directors or by the holders of at least 10% of all shares entitled to vote at the meeting. Business conducted at any special meeting shall be confined to the purpose or purposes described in the notice thereof.

Section 4. Notice. Written or printed notice stating the place, day and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 calendar days (20 days in the case of a meeting to approve a plan of merger or exchange) nor more than 60 days before the

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date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary or the officer or other person calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his or its address as it appears on the share transfer records of the Corporation, with postage prepaid.

Section 5. Quorum. A quorum shall be present at a meeting of shareholders if the holder or holders of a majority of the shares entitled to vote are present in person, represented by duly authorized representative in the case of a corporation or other legal entity or represented by proxy, unless otherwise provided in the Articles of Incorporation. Unless otherwise provided in the Articles of Incorporation or these bylaws, once a quorum is present at a duly constituted meeting of shareholders, the shareholders present or represented at the meeting may conduct such business as may be properly brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any shareholder present or represented shall not affect the presence of a quorum at the meeting. Unless otherwise provided in the Articles of Incorporation or these bylaws, the shareholders entitled to vote and present or represented at a meeting of shareholders at which a quorum is not present may adjourn the meeting until such time and to such place as may be determined by a vote of the holders of a majority of the shares represented at the meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be conducted which might have been conducted at the meeting as originally notified.

Section 6. Voting. With respect to any matter, other than the election of directors or a matter for which the affirmative vote of the holders of a specified portion of the shares is required by statute, the affirmative vote of the holders of a majority of the shares entitled to vote on that matter and represented at a meeting of shareholders at which a quorum is present shall be the act of the shareholders, unless otherwise provided in the Articles of Incorporation or these bylaws. Unless otherwise provided in the Articles of Incorporation of these bylaws, directors shall be elected by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present.

Section 7. Method of Voting. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the Articles of Incorporation provide for more or less than one vote per share or limit or deny voting rights to the holders of the shares of any class or series or as otherwise provided by statute. A shareholder may vote in person, by duly authorized representative in the case of a corporation or other legal entity or by proxy executed in writing by the shareholder or by his or its duly authorized attorney-in-fact. Each proxy shall be filed with the Secretary of the Corporation prior to the time of the meeting.

Section 8. Action Without Meeting. Unless otherwise provided in the Articles of Incorporation, any action required or permitted to be taken at any meeting of the shareholders may be taken without a meeting, without prior notice and without a vote, if

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a consent or consents in writing, setting forth the action so taken, shall have been signed by the holder or holders of all the shares entitled to vote with respect to the action that is the subject of the consent.

ARTICLE III

DIRECTORS

Section 1. Responsibilities. The powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, its Board of Directors.

Section 2. Number; Term. The number of initial directors shall be no less than one (1) and no more than three (3). The number of directors shall be fixed from time to time by the Board of Directors or by the shareholders at the annual or a special meeting if this bylaw is amended to provide for more than one director. No decrease in the number of directors shall have the effect of shortening the term of an incumbent director. The directors shall be elected at the annual meeting of the shareholders, except as provided in Section 3 below. At each annual meeting, the holders of shares entitled to vote in the election of directors shall elect directors to hold office until the next succeeding annual meeting. Unless removed in accordance with the Articles of Incorporation or this Section, each director elected shall hold office for the term for which he is elected and until his successor shall have been elected and qualified. Directors need not be residents of the State of California or shareholders of the Corporation. At any meeting of shareholders called expressly for that purpose, any director or the entire Board of Directors may be removed, with or without cause, by the affirmative vote of the holder or holders of a majority of the shares then entitled to vote at an election of directors.

Section 3. Vacancies; Increases. Any vacancy occurring in the Board of Directors (by death, resignation, removal or otherwise) may be filled by election at an annual or special meeting of shareholders called for that purpose, by the affirmative vote of a majority of the remaining directors then in office, though less than a quorum, or by a sole remaining director. Each director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual or special meeting of shareholders called for that purpose or by the Board of Directors for a term of office continuing only until the next election of one or more directors by the shareholders; provided, however, that the Board of Directors may not fill more than two such directorships during the period between any two successive annual meetings of shareholders.

Section 4. Place of meetings. Meetings of the Board of Directors, regular or special, may be held either within or without the State of California.

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Section 5. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and at such place as shall from time to time be determined by the Board of Directors. Regular meetings of the Board of Directors may be held without notice.

Section 6. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of by the President and shall be called by the Secretary on the written request of at least two directors. Written notice specifying the time and place of special meetings shall be given to each director at least three days before the date of the meeting. Such notice may, but need not, specify the purpose or purposes of the meeting.

Section 7. Quorum; Majority Vote. At all meetings, a majority of the number of the directors fixed in the manner provided in these bylaws shall constitute a quorum for the transaction of business unless a greater number is specifically required by statute or provided in the Articles of Incorporation or these bylaws. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise specifically required by statute or provided in the Articles of Incorporation or these bylaws, in which case the express provision shall control. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 8. Minutes. The Board of Directors shall keep regular minutes of its proceedings. The minutes shall be placed in the minute book of the Corporation.

Section 9. Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees, each of which shall be comprised of one or more members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified members, at any meeting of that committee. Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these bylaws, shall have and may exercise all of the authority of the Board of Directors, except as otherwise provided by statute. The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 10. Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. Such minutes shall be place in the minute book of the Corporation.

Section 11. Action Without Meeting. Unless otherwise restricted by the Articles of Incorporation or these bylaws, any action required or permitted to be taken at a meeting of the Board of Directors or any committee may be taken without a meeting if a consent

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in writing, setting forth the action so taken, is signed by all the members of the Board of Directors or committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting.

ARTICLE IV

NOTICES

Section 1. Method. Whenever by statute, the Articles of Incorporation, these bylaws or otherwise, notice is required to be given to a director or shareholder, and no provision is made as to how the notice shall be given, it shall not be construed to be personal notice, but any such notice may be given: (a) in writing, by mail, postage prepaid, addressed to the director at the last address known by the Corporation for such director or shareholder at the address appearing on the share transfer records of the Corporation, or (b) in any other method permitted by law. Any notice required or permitted to be given by mail shall be deemed given at the time when the same is deposited in the United States mail.

Section 2. Waiver. Whenever by statute, the Articles of Incorporation or these bylaws, any notice is required to be given to a director or shareholder, a waiver thereof in writing, signed by the person or persons entitled to such notice, or in the case of a corporation or other legal entity by its duly authorized representative, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

ARTICLE V

OFFICERS

Section 1. Number. The officers of the Corporation shall consist of a President and a Secretary, each of whom shall be elected by the Board of Directors. The Board of Directors may also elect such other officers as they deem necessary or desirable, including a Chairman of the Board, a Treasurer, a Controller and one or more Vice Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and Assistant Controllers. All officers of the Corporation shall hold office at the pleasure of the Board of Directors. The same person may, at the discretion of the Board of Directors, hold any two or more offices.

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Section 2. Appointed Officers. The President may appoint such other officers and agents as he shall deem necessary or desirable who shall hold their offices for such terms as the President shall determine.

Section 3. Removal. Any officer elected by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby.

Section 4. Compensation. The compensation of all officers and agents of the Corporation who are also directors of the Corporation shall be fixed by the Board of Directors. The Board of Directors may delegate the power to fix the compensation of all other officers and agents of the Corporation to an officer of the Corporation.

Section 5. Duties. The officers of the Corporation, whether elected or appointed, shall have such authority and shall perform such duties as are customarily incident to their respective offices, or as may be specified from time to time by resolution of the Board of Directors regardless of whether such authority and duties are customarily incident to such office.

ARTICLE VI

CERTIFICATE OF STOCK

     Every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of, the Corporation, by the President or the Vice President, and by the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation.

ARTICLE VII

INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Each person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust or other enterprise or employee benefit plan (including the heirs, executors, administrators or estate of such person) shall be indemnified by the Corporation to the fullest extent that a corporation is required or permitted to grant indemnification to such person under the California General Corporation Law, as the same exists or may hereafter be amended. Reasonable expenses incurred by a director, officer, employee or agent of the Corporation who was, is or is threatened to be made a named defendant or respondent in a proceeding shall be

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paid or reimbursed by the Corporation, in advance of the final disposition of the proceeding, to the maximum extent permitted under California law, as the same exists or may hereafter be amended. The right to indemnification under this Article shall be a contract right. In the event of the death of any person having a right of indemnification under this Article, such right will inure to the benefit of his or her heirs, executors, administrators and personal representatives. The rights under this Article will not be exclusive of any other right which any person may have or hereinafter acquire under any statute, bylaw, resolution of shareholders of directors, agreement or otherwise.

ARTICLE VIII

GENERAL PROVISIONS

     Section 1. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate

     Section 2. Fiscal Year. The fiscal year of the Corporations shall be fixed by resolution of the Board of Directors.

     Section 3. Telephone and Similar Meetings. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, the shareholders, members of the Board of Directors or members of any committee of the Board of Directors may participate in and hold a meeting of such shareholders, the Board of Directors or committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

     Section 4. Distributions and Share Dividends. Subject to statute and any provision of the Articles of Incorporation, distributions in the form of cash or property or share dividends may be declared by the Board of Directors at any regular or special meeting.

     Section 5. Amendment of Bylaws. Unless otherwise provided by law, the Articles of Incorporation or these bylaws, these bylaws may be altered, amended or repealed, or new bylaws may be adopted, by the shareholders or the Board of Directors, subject to the shareholders providing in amending, repealing or adopting a particular bylaw that it may not be amended or repealed by the Board of Directors.

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EX-3.5

Exhibit 3.5

FILED

01 MAY 10 PM 3:36

SECRETARY OF STATE

TALLAHASSEE, FLORIDA

ARTICLES OF INCORPORATION
OF
APTITUDE SOLUTIONS, INC.

     The undersigned hereby makes, subscribes, acknowledges, and files this certificate for the purpose of becoming a corporation for profit under the laws of the State of Florida:

ARTICLE I
Name

     The name of this Corporation shall be APTITUDE SOLUTIONS, INC.

ARTICLE II
Purpose

     This Corporation shall be organized for the purposes of engaging in any business or purpose which is lawful under the laws of the State of Florida.

ARTICLE III
Agent

     The registered agent of this Corporation shall be George P. Daniels. The address of the registered agent shall be 493 East Semoran. Blvd., Casselberry, FL 32707.

ARTICLE IV
Existence

     This Corporation shall have perpetual existence.

ARTICLE V
Address

     The initial street address of the principal office of this Corporation shall be 493 East Semoran Blvd., Casselberry, FL 32707.

ARTICLE VI
Capital Stock

     The authorized capital stock of this Corporation shall consist of One Hundred Thousand (100,000) shares of One Cent ($.01) par value voting common stock.

ARTICLE VII
Preemptive Rights, Cumulative Voting

     Holders of the capital stock of the Corporation shall have the preemptive right to purchase any new shares of stock or securities, or rights to acquire stock or securities of the Corporation. Cumulative voting shall not be allowed in the election of its directors or for any other purposes.

ARTICLE VIII
Directors

     This Corporation shall have no less than one (1) director nor more than five (5) directors. The number on the Board shall be set from time to time by the Board of Directors of the Corporation, or by the stockholders at an annual or special meeting thereof. The name and address of the initial members of the Board of Directors are as follows:

Name	Address
Roy W. Lassiter	493 E. Semoran Blvd.
	Casselberry, FL 32707
George P. Daniels	493 E. Semoran Blvd.
	Casselberry, FL 32707
Stephen T. Rumsey	493 E. Semoran Blvd.
	Casselberry, FL 32707

ARTICLE IX
Incorporator

     The name and address of the Incorporator is: Stephen T. Rumsey, 493 E. Semoran Blvd., Casselberry, FL 32707.

2

ARTICLE X
Officers

     The officers of the Corporation shall be a President and Secretary, and such other officers or agents as may be appointed by the Board of Directors. All officers, agents or employees as may be necessary shall be chosen in such a manner, for such time, and have such duties as may be described by the By-Laws or determined by the Board of Directors. The names and addresses of the initial officers are as follows:

Office	Name and Address
President	Roy W. Lassiter
Vice President-Secretary	George P. Daniels
Vice President-Treasurer	Stephen T. Rumsey

ARTICLE XI
Indemnification

     The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he is or was a director, officer, employee, or agent of the Corporation, to the maximum extent permitted by Florida law.

     The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is, or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of the status as such, whether or not the Corporation has the power to indemnify him against such liability under the provision of this section.

3

     IN WITNESS WHEREOF, I, the undersigned Incorporator, hereby set my hand and seal this 30 day of April, 2001, for the purpose of forming this Corporation under the laws of the State of Florida, and I hereby make and file in the Office of the Secretary of the State in the State of Florida the Certificates of Incorporation and certify that the facts herein stated are true.

/s/ Stephen T. Rumsey  

STEPHEN T. RUMSEY 

Incorporator 

     BEFORE ME, the undersigned officer, duly authorized to take acknowledgments and administer oaths, personally appeared STEPHEN T. RUMSEY, and being first duly sworn and upon his oath, stated that STEPHEN T. RUMSEY signed the above Articles of Incorporation for the conditions and purposes therein expressed this 30 day of April, 2001.

/s/ Mary Louise Walton  

NOTARY PUBLIC — STATE OF FLORIDA 

MARY LOUISE WALTON  

PRINTED NAME OF NOTARY; COMMISSION 

NUMBER AND EXPIRATION OF COMMISSION 

		MARY LOUISE WALTON
		Notary Public, State of Florida
Personally known to me þ or o		My Comm. Exp. Apr. 23, 2002
Produced the following identification:		Comm. No. CC 713181

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FILED

01 MAY 10 PM 3:36

SECRETARY OF STATE

TALLAHASSEE, FLORIDA

CERTIFICATE OF DESIGNATION
REGISTERED AGENT

     Pursuant to the provisions of Section 607.0501, Florida, Statutes, the undersigned corporation, organized under the laws of the State of Florida, submits the following statement in designating the registered office/registered agent, in the state of Florida.

1. The name of the corporation is: APTITUDE SOLUTIONS, INC.

2. The name and address of the registered agent and office is:

George P. Daniels

(NAME)

493 East Semoran Blvd.

(P.O. BOX NOT ACCEPTABLE)

Casselberry, FL 32707

(CITY/STATE/ZIP)

SIGNATURE	/s/ Roy W. Lassiter
	ROY W. LASSITER
	TITLE President
	DATE May 3, 2001

HAVING BEEN NAMED AS REGISTERED AGENT AND TO ACCEPT SERVICE OF PROCESS FOR THE ABOVE STATED CORPORATION AT THE PLACE DESIGNATED IN THIS CERTIFICATE, I HEREBY ACCEPT THE APPOINTMENT AS REGISTERED AGENT AND AGREE TO ACT IN THIS CAPACITY. I FURTHER AGREE TO COMPLY WITH THE PROVISIONS OF ALL STATUTES RELATING TO THE PROPER AND COMPLETE PERFORMANCE OF MY DUTIES, AND I AM FAMILIAR WITH AND ACCEPT THE OBLIGATIONS OF MY POSITION AS REGISTERED AGENT.

SIGNATURE	/s/ George Daniels
	GEORGE DANIELS
	DATE 05/3/01 REGISTERED AGENT FILING FEE: $35.00

EX-3.6

Exhibit 3.6

BY-LAWS

OF

APTITUDE SOLUTIONS, INC.

ARTICLE I
Offices

     1.1 Principal Office. The principal office of APTITUDE SOLUTIONS, INC., (the “Corporation”), shall be at 493 Semoran Blvd., Casselberry, FL 32707.

     1.2 Other Offices. The Corporation may have such other offices within or without the State of Florida as the Board of Directors may, from time to time, determine.

     1.3 Registered Office and Registered Agent. The initial registered office of the Corporation is 493 Semoran Blvd., Casselberry, FL 32707. The registered office, registered agent, or the address thereof, may be changed from time to time by the Board of Directors as provided by law.

ARTICLE II
Stock and the Transfer Thereof

     2.1 Stock Certificates. The shares of the Corporation shall be represented by certificates signed by the President and Secretary, and shall be sealed with the seal of the Corporation or a facsimile thereof. In case any officer who has signed shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issue.

          Each certificate representing shares shall state upon the face thereof:

a.	The Corporation is organized under the laws of the State of Florida;
b.	The name of the person to whom issued;
c.	The number, class, and series (if any) of shares which such certificate represents; and

EXHIBIT “B”

d. The par value of each share or that the share has no par value, as the case may be.

     2.2 Consideration for Shares. Shares of stock shall be issued for such consideration but not less than the par value thereof, as shall be fixed from time to time by the Board of Directors, consisting of any tangible or intangible benefit to the Corporation including cash, promissory notes, services performed, promises to perform services evidenced by a written contract or other securities of the Corporation.

     2.3 Lost or Destroyed Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates which have been allegedly lost or destroyed upon receipt of an affidavit of that fact by the person claiming the certificates of stock to be lost or destroyed, and the Board of Directors when authorizing such issuance of a new certificate or certificates may, in its discretion, require the owner of such lost or destroyed certificate or certificates or his legal representative to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation. Except as provided herein, no new certificate evidencing shares of stock shall be issued until the old certificate or certificates for which the new certificate is to be issued are surrendered for cancellation.

     2.4 Transfer Procedures. Except as otherwise provided by law, the stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holder of record in person, or by his duly authorized attorney, upon surrender of the duly endorsed or transferred certificate or certificates representing such shares. The Corporation is authorized to refuse to transfer shares and issue new certificates if it appears that prior regulatory approval is required, until a copy of such approval is received.

     2.5 Shareholders of Record. The Corporation shall be entitled to treat the holder of record, including any voting trust, of any share of stock of the Corporation as the holder in fact thereof, and shall not be bound to recognize any equity or any other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof.

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ARTICLE III
Shareholders and Shareholders Meetings

     3.1 Annual Meetings. The annual meeting of the Shareholders for the election of directors and the transaction of such other business as may properly come before the meeting shall be held on the last Friday of January of each year, commencing in January 2001, or if such day is a holiday then the next business day which is not a holiday, or such other time as may be set by the Board of Directors. The place of the annual meeting shall be the principal office of the Corporation or such other place within or without the State of Florida as the Board of Directors may determine.

     3.2 Special Meetings. Special meetings of the Shareholders may be called by the President, the Board of Directors, or the holders of not less than fifty percent (50%) of all the shares entitled to vote at the meeting. Special meetings shall be held at the principal office of the Corporation.

     3.3 Notice of Meetings. Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) days nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the discretion of the President, the Secretary, or the officer or person calling the meeting, to each Shareholder of record entitled to vote at such meeting; except that if the authorized capital stock is to be increased, then at least thirty (30) days notice shall be given.

     3.4 Notice. If mailed, notice shall be deemed to be delivered when deposited in the United States mail addressed to the Shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon paid. If three successive letters mailed to the last-known address of any Shareholder of record are returned as undeliverable, no further notices to such Shareholder shall be necessary, until another address for such Shareholder is made known to the Corporation.

     3.5 Closing of Transfer Books and Fixing Record Date. For the purpose of determining Shareholders entitled to notice of or to vote at any meeting of Shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a

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determination of Shareholders and the stock transfer books are closed for the purpose of determining Shareholders entitled to notice of or to vote at a meeting of Shareholders, such books shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of Shareholders, such date in any case to be not more than seventy (70) days and, in case of a meeting of Shareholders, not less than ten (10) days prior to the date on which the particular action requiring such determination of Shareholders is taken. If the stock transfer books are not closed and no record date is fixed for the determination of Shareholders entitled to notice of or to vote at a meeting of Shareholders, or of Shareholders entitled to receive payment of a dividend, the date on which the resolution of the Board of Directors calling for the meeting or declaring such dividend is adopted, as the case may be, shall be the record date for such determination of Shareholders. When a determination of Shareholders entitled to vote at any meeting of Shareholders has been made as provided in this paragraph, such determination shall apply to any adjournment thereof.

     3.6 Voting Record. At least ten (10) days before each meeting of Shareholders, the officer or agent having charge of the stock transfer books for shares of the Corporation shall make, a complete record of the Shareholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of each Shareholder and the number of shares held by each. For a period of ten (10) days before such meeting, the record shall be kept on file at the principal office of the Corporation, and shall be subject to inspection by any Shareholder for any purpose germane to the meeting at any time during usual business hours. Such record shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any Shareholder for any purpose germane to the meeting during the whole time of the meeting. The original stock transfer books shall be prima facie evidence as to which Shareholders are entitled to examine such record or transfer books or to vote at any meeting of Shareholders. However, failure to comply with these requirements shall not affect the validity of any action taken at any such Shareholders meeting.

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     3.7 Quorum. A quorum at any meeting of the Shareholders shall consist of a majority of the shares entitled to vote, represented in person or by proxy. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting entitled to vote on the subject matter shall be the act of the Shareholders. If less than a majority of the shares entitled to vote are represented at a meeting, a majority of the shares so represented may adjourn the meeting for a period not to exceed sixty (60) days at any one adjournment. At such later meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at a meeting as originally notified.

     3.8 Proxies. At all meetings of Shareholders a Shareholder may vote by proxy, executed in writing by the Shareholder or by his duly authorized attorney in fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

     3.9 Voting of Shares. Each outstanding share of Common Stock shall be entitled to one (l) vote and each fractional share shall be entitled to a corresponding fractional vote on each matter submitted to vote at a meeting of Shareholders. Cumulative voting of shares of stock is not authorized.

     3.10 Voting of Shares by Certain Holders. Neither treasury nor shares held by another corporation, if the majority of the shares entitled to vote for the election of directors of such other corporation is held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time.

          Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such corporation may determine.

          Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or

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by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

          Shares standing in the name of a receiver may be voted by such receiver without the transfer thereof into his name if authority to do so is contained in an appropriate order of the Court by which such receiver was appointed.

          A Shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

          All of the provisions contained in this Section 3.10 of Article III shall be subject to the terms of any written Shareholders’ agreement entered into by and among the Shareholders of the Corporation restricting the transfer of any shares of the Corporation. Nothing in these By-Laws shall prevent the Shareholders from entering into any such Shareholders’ agreement.

     3.11 Chairman. The Chairman of the Board, or in his absence, the President of the Corporation or in his absence the senior Vice President present shall act as Chairman at all meetings of Shareholders.

     3.12 Oral Vote. Voting shall be oral but shall be by written ballot if such vote is demanded by Shareholders owning, of record, in person or by proxy, in excess of ten percent (10%) of the shares of stock entitled to vote.

ARTICLE IV
Directors

     4.1 General Powers. The business and affairs of the Corporation shall be managed by a Board of Directors, except as otherwise provided by the laws of the State of Florida, the Articles of Incorporation, or these By-Laws.

     4.2 Number, Tenure and Qualifications. There shall be at least one (1) director and not more than five (5) directors of the Corporation who shall be natural persons of the age of eighteen (18) years or older. The number of directors to serve until the next succeeding annual meeting shall be set by the Shareholders but

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may be increased or decreased from time to time by the Directors, providing that any decrease shall not have the effect of shortening the term of any incumbent Director. Directors shall be elected at each annual meeting of Shareholders. Each director shall hold office until the next annual meeting of Shareholders, and thereafter until his successor has been elected and has qualified. Directors shall be removable in the manner provided by the laws of the State of Florida.

     4.3 Resignations. Any director may resign at any time by mailing or delivering or by transmitting by telegram or cable written notice of his resignation, which resignation shall take effect at the time specified therein, or, if no time is specified, then at the time of receipt thereof.

     4.4 Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of any increase in the number of directors may be filled by the directors then in office, or by election at any annual or special meeting of Shareholders called for that purpose.

     4.5 Annual Meetings. The annual meeting of the Board of Directors or any committee designated by the Board shall be held without notice other than this By-law immediately after, and at the same place as, the annual meeting of Shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Florida, for the holding of additional regular meetings without notice other than such resolution.

     4.6 Special Meetings. Special meetings of the Board of Directors or any committee designated by the Board may be called by or at the request of the President or any director.

     4.7 Notice. Notice of any special meeting of the Board of Directors or any committee designated by the Board shall be given by written notice mailed to each director at his business address at least five (5) days prior to the meeting, or by notice given at

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least one (1) day previously by telegram, telephone, or written notice delivered personally. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telephone company. Any director may waive notice of meeting. The attendance of a director at a meeting constitutes a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors or any committee designated by the Board need be specified in the notice or waiver of notice of such meeting.

     4.8 Telephone Meetings. Members of the Board of Directors or any committee designated by such Board may participate in a meeting of the Board or committee by means of conference telephone call or similar communications equipment by which all persons participating in the meeting can hear each other at the same time.

     4.9 Quorum. A majority of the actual number of directors shall constitute a quorum for the transaction of business. The act of the majority of the directors present at a meeting in which a quorum is present shall be the act of the Board of Directors.

     4.10 Compensation. By resolution of the Board of Directors, any director may be paid any one or more of the following: his expenses, if any, of attendance at meetings; a fixed sum for attendance at meetings; or a stated salary as director. Nothing herein contained shall be construed to preclude any director from serving the Corporation in a capacity as an officer, employee, agent or otherwise, and receiving compensation therefor.

     4.11 Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered or certified mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such

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right to dissent shall not apply to a director who voted in favor of such action.

     4.12 Executive Committee. The Board of Directors, by resolution adopted by a majority of the actual number of directors, may designate from among its members an executive and one or more other committees each of which, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors, but no such committee shall have the authority of the Board of Directors in reference to amending the Articles of Incorporation, adopting a plan of merger or consolidation, recommending to the Shareholders the sale, lease, exchange or other disposition of all or substantially all of the property and assets of the Corporation, otherwise than in the usual and regular course of its business, recommending to the Shareholders a voluntary dissolution of the Corporation or a revocation thereof, or amending the By-Laws of the Corporation. The designation of such Committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.

     4.13 Chairman of the Board. The Chairman of the Board, if such officer shall be chosen by the Board of Directors, shall preside at all meetings of the Board of Directors, have general oversight over the affairs of the Corporation, and shall, from time to time, consult and advise with the President in the direction and management of the Corporation’s business and affairs, and shall also do and perform such other duties as may, from time to time, be assigned to him by the Board of Directors.

     4.14 Vice Chairman of the Board. The Board of Directors may appoint from among its members a Vice Chairman of the Board, to serve at the pleasure of the Board. In the absence of the Chairman, the Vice Chairman shall preside at any meeting of the Board. The Vice Chairman shall have and may exercise such powers and duties as may be assigned to him by the Board.

     4.15 Bank Accounts. Unless and until expressly provided otherwise by resolution of the Board of Directors, no person other than the Treasurer, or a corporate officer specifically designated by the Treasurer, may in the name of or on behalf of the Corporation sign any checks, drafts, or other orders for the payment of money. Anything herein to the contrary notwithstanding,

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the Board of Directors may, except as otherwise be required by law, authorize any officer or officers, agent or agents, in the name of and on behalf of the Corporation, to sign checks, drafts or other orders for the payment of money or notes or other evidences of indebtedness, to endorse for deposit, deposit to the credit of the Corporation at any bank or trust company or banking institution in which the Corporation may maintain an account or to cash checks, notes, drafts or other bankable securities or instruments, and such authority may be general or confined to specific instances, as the Board may elect; but unless so authorized by the Board, no officer, agent or employee shall have the power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it pecuniarily liable for any purpose or to any amount.

     4.16 Dividends. If and in the manner permitted by the laws of the State of Florida, the Board of Directors of the Corporation may, from time to time, declare, and the Corporation may pay, dividends in cash, property, or its own shares.

     4.17 Sale, Mortgage or Lease of Assets.

          4.17.1 Usual and Regular Course. The sale, lease, exchange, or other disposition of all or substantially all of the property and assets of the Corporation in the usual and regular course of its business and the mortgage or pledge of any or all property and assets of the Corporation, whether or not in the usual and regular course of business, may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of cash or other property, including shares, obligations, or other securities of any other corporation, domestic or foreign, as are authorized by its Board of Directors; and in any such case no authorization or consent of the Shareholders shall be required.

          4.17.2 Not in Usual and Regular Course. A sale, lease, exchange, or other disposition of all or substantially all of the property and assets of the Corporation, with or without its goodwill, if not in the usual and regular course of its business may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of cash or other property, including shares, obligations, or other securities

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of any other corporation, domestic or foreign, as may be authorized in the following manner:

a.	The Board of Directors shall adopt a resolution recommending the sale, lease, exchange or other disposition and directing the submission thereof to a vote at a meeting of Shareholders, which may be either an annual or a special meeting.
b.	Not less than twenty (20) days before such meeting, written notice shall be given to each Shareholder of record, whether or not entitled to vote at such meeting, in the manner provided in these By-Laws for the giving of notice of meetings of Shareholders. Whether the meeting is an annual or a special meeting, said notice shall state that the purpose or one of the purposes of said meeting is to consider the proposed sale, lease, exchange or other disposition.
c.	At such meeting the Shareholders may authorize the sale, lease, exchange, or other disposition and may fix, or authorize the Board of Directors to fix, any or all of the terms and conditions thereof and the consideration to be received by the Corporation therefor. Such authorization shall require the affirmative vote of a majority of all shares of the Corporation entitled to vote thereon.
d.	After such authorization by a vote of Shareholders, the Board of Directors may nevertheless, in its discretion, abandon the sale, lease, exchange, or other disposition of assets, subject to the rights of third parties under any contracts relating thereto without further action or approval by Shareholders.

ARTICLE V
Officers and Agents

     5.1 Officers. The officers of the Corporation shall consist of a President, a Secretary, and a Treasurer, and, at the discretion of the Board of Directors, one or more Vice Presidents,

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each of whom shall be a natural person of the age of eighteen (18) years or older and elected by the Board of Directors. The Board of Directors may elect or appoint such other officers and assistant officers and agents as may be deemed necessary. All officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as are provided in these By-Laws. The Board of Directors shall fix the term of office and salaries of all of the officers of the Corporation.

     5.2 Removal of Officers. Any officer or agent may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not in itself create contract rights.

     5.3 President. The President shall be the chief executive officer of the Corporation; and in the absence of the Chairman of the Board shall preside at any meetings of the Shareholders and Board of Directors at which he is present. He shall be in charge of the management of the business of the Corporation and shall see that all orders and resolutions of the Board are carried into effect, and he shall have the authority and powers necessary to perform such duties, including the execution of contracts and other documents in the ordinary course of business of the corporation.

     5.4 Vice President. Any Vice President shall perform such duties and exercise such powers of the President as may be delegated to him by the President, and shall perform such other duties as may, from time to time, be prescribed by the Board of Directors.

     5.5 Secretary. The Secretary shall, if requested by the President, attend all meetings of the Shareholders and Board of Directors and record all votes and the minutes of all proceedings in a book or books to be kept for that purpose, and shall perform like duties for the standing committees when required. He shall cause due notice to be given of all meetings of the Shareholders and Board of Directors. He shall keep in safe custody the corporate records and the seal of the Corporation and when authorized by the Board shall affix the seal to any instrument requiring it, and when so affixed it shall be attested by his signature. He shall keep at the registered office or the principal

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place of business of the Corporation a record of the Shareholders, giving names and addresses of all Shareholders and the number and class of shares held by each, and a copy of any voting trust agreement, or other voting agreement, along with a copy of the names and addresses of the holders of interests in the voting agreement or trust, the extent of each such holder’s interest, the number of shares of stock transferred to the voting trust, or subject to the voting agreement. Copies of all voting trust information shall be furnished by the trustee of the voting trust. The Secretary shall have general charge of the stock transfer books of the Corporation and copies of information concerning voting trusts and voting agreements, if any. He shall in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. Assistant Secretaries, if any, shall have the same duties and powers, subject to supervision by the Secretary.

     5.6 Treasurer. The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board, take proper vouchers for such disbursements, and shall render to the president and the directors whenever they may require it an account of all his transactions and of the financial condition of the Corporation. He shall, if required by the Board, give the Corporation a bond in such sums and with such sureties as shall be satisfactory to the Board, conditioned upon the faithful performance of the duties and for the restoration to the Corporations of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation. Assistant Treasurers, if any, shall have the same powers and duties, subject to the supervision of the Treasurer.

ARTICLE VI
Miscellaneous

     6.1 Fiscal Year. The fiscal year of the Corporation shall be determined by the Board of Directors.

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     6.2 Waiver and Effective Date of Notice. Whenever notice is required to be given to any Shareholder or director under the provisions of the Florida Corporation Act or under the provisions of the Articles of Incorporation or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before, at, or after the time stated therein, shall be equivalent to the giving of such notice.

     6.3 Amendment of By-laws. Subject to repeal or change by action of the Shareholders, the By-Laws may be altered, amended, or repealed, from time to time, in whole or in part, by the affirmative vote of the Directors of the Corporation at a regular meeting or a special meeting called for that purpose, or by consent.

     6.4 Conflict. In the event of any conflict between any provision in these By-laws and the provisions of Florida law or the Corporation’s Articles of Incorporation, the provision of Florida law, or the Articles of Incorporation, as the case may be, shall control.

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EX-3.7

Exhibit 3.7

[illegible]

243653

ARTICLES OF INCORPORATION
OF
ARIZONA SALES AND POSTING, INC.

ARTICLE l. NAME. The name of the corporation is ARIZONA SALES AND POSTING, INC. (the “Corporation”).

ARTICLE 2. PURPOSE. The purpose for which the Corporation is organized is the transaction of any or all lawful business for which corporations may be incorporated under the laws of the State of Arizona, as amended from time to time.

ARTICLE 3. INITIAL BUSINESS. The initial business of the Corporation shall be publication, posting and sale of deeds of trust in the State of Arizona.

ARTICLE 4. AUTHORIZED CAPITAL. The Corporation shall have authority to issue One Hundred Thousand (100,000) shares of common stock having no par value. The Board of Directors may divide any or all classes into series, and may fix and determine the designations, preferences, privileges, and voting powers, and the restrictions and qualifications thereof, of the shares of each series so established.

ARTICLE 5. STATUTORY AGENT. The name and address of the initial Statutory Agent, a bona fide resident of Arizona for more than three years, is: Mary Wendel, 1725 West Lawrence Lane, Phoenix, Arizona 85021.

ARTICLE 6. BOARD OF DIRECTORS. The initial Board of Directors shall consist of two (2) Directors. The persons who shall serve as Directors until the first annual meeting of shareholders or until their successors are elected and qualified are:

Richard S. Love	4136 Naturewood Court Fair Oaks, California 95628
Donna R. Love	4136 Naturewood Court Fair Oaks, California 95628

          Hereafter, the Corporation’s Bylaws shall establish the number of directors.

ARTICLE 7. INCORPORATORS. The incorporators of the Corporation are Richard S. Love and Donna R. Love, whose addresses are set forth in Article 6 hereof.

ARTICLE 8. DIRECTOR LIABILITY. The personal liability of any director of the Corporation to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director is hereby eliminated to the fullest extent allowed by the General Corporation Law of the State of Arizona, as it may be amended from time to time.

ARTICLE 9. PREEMPTIVE RIGHTS. The holders of the Corporation’s shares shall have preemptive rights to purchase, in proportion to their holdings, any shares of the Corporation hereafter issued or any securities exchangeable for or convertible into such shares or any warrants or other instruments evidencing rights or options to subscribe for, purchase, or otherwise acquire such shares.

ARTICLE 10. DISTRIBUTIONS FROM CAPITAL SURPLUS. The Board of Directors may, from time to time, distribute a portion of the assets of the Corporation to its shareholders out of the capital surplus of the Corporation, in cash or property.

ARTICLE 11. REPURCHASE OF SHARES. The Board of Directors may cause the Corporation to purchase its own shares to the extent of the unreserved and unrestricted earned and capital surplus of the Corporation.

          DATED this 29^Th day JUNE, 1992.

/s/ Richard S. Love  

Richard S. Love 

Incorporator 

/s/ Donna R. Love  

Donna R. Love 

Incorporator 

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ARIZONA SALES AND POSTING, INC.
Acceptance of Appointment as Statutory Agent

The undersigned, having been designated to act as Statutory Agent for the above-named corporation, hereby consents to act in that capacity until she is removed or she resigns in accordance with applicable law.

/s/ Mary Wendel  

Mary Wendel 

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ARIZONA CORPORATION COMMISSION
CORPORATIONS DIVISION

Phoenix Address: 1200 West Washington
Phoenix, Arizona 85007 Tucson Address: 402 West Congress
Tucson, Arizona 85701

CERTIFICATE OF DISCLOSURE
A.R.S. Sections 10-128 & 10-1084

PLEASE SEE REVERSE SIDE	ARIZONA SALES AND POSTING, INC.
	EXACT CORPORATE NAME

CHECK APPROPRIATE BOX(ES) A or B
ANSWER “C”

     THE UNDERSIGNED CERTIFY THAT:

A.
þ No persons serving either by elections or appointment as officers, directors, incorporators and persons controlling, or holding more than 10% of the issued and outstanding common shares or 10% of any other proprietary, beneficial or membership interest in the corporation:

1.	Have been convicted of a felony involving a transaction in securities, consumer fraud or antitrust in any state or federal jurisdiction within the seven-year period immediately preceding the execution of this Certificate.
2.	Have been convicted of a felony, the essential elements of which consisted of fraud, misrepresentation, theft by false pretenses, or restraining the trade or monopoly in any state or federal jurisdiction within the seven-year period immediately preceding the execution of this Certificate.
3.	Have been or are subject to an injunction, judgment, decree or permanent order of any state or federal court entered within the seven-year period immediately preceding the execution of this Certificate where such injunction, judgment, decree or permanent order:

(a)	Involved the violation of fraud or registration provisions of the securities laws of that jurisdiction; or
(b)	Involved the violation of the consumer fraud laws of that jurisdiction; or
(c)	Involved the violation of the antitrust or restraint of trade laws of that jurisdiction.

B.
o For any person or persons who have been or are subject to one or more of the statements in items A.1 through A.3 above, the following information MUST be attached:

1.	Full name and prior name(s) used.
2.	Full birth name.
3.	Present home address.
4.	Prior addresses (for immediate preceding 7-year period).
5.	Date and location of birth.
6.	Social Security number.
7.	The nature and description of each conviction or judicial action, date and location, the court and public agency involved and file or cause number of case.

STATEMENT OF BANKRUPTCY, RECEIVERSHIP OR REVOCATION
A.R.S. Sections 10-128.01 and 10-1083

C. Has any person serving (a) either by election or appointment as an officer, director, trustee or incorporator of the corporation or, (b) major stockholder possessing or controlling any proprietary, beneficial or membership interest in the corporation, served in any such capacity or held such interest in any corporation which has been placed in bankruptcy or receivership or had its charter revoked? YES o NO x

IF YOUR ANSWER TO THE ABOVE QUESTION IS “YES”, YOU MUST ATTACH THE FOLLOWING INFORMATION FOR EACH CORPORATION:

1.	Name and address of the corporation.
2.	Full name, including alias and address of each person involved.
3.	State(s) in which the corporation:

(a)	Was incorporated.
(b)	Has transacted business.

4.	Dates of corporate operation.
5.	A description of the bankruptcy, receivership or charter revocation, including the date, court or agency involved and the file or cause number of the case.

Under penalties of law, the undersigned incorporators/Officers declare that we have examined this Certificate, including any attachments, and to the best of our knowledge and belief it is true, correct and complete.

BY	/s/ Richard S. Love	DATE	6-29-92	BY	/s/ Donna R. Love	DATE	7/1/92
	TITLE Incorporator				TITLE Incorporator
BY		DATE		BY		DATE
	TITLE				TITLE

FISCAL DATE: December 31

EX-3.8

Exhibit 3.8

EXHIBIT A

ARIZONA SALES AND POSTING, INC.

AMENDED AND RESTATED BYLAWS

Effective June 17, 2008

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office shall be in the State of Arizona.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Arizona as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Time and Place of Meetings. All meetings of the shareholders shall be held at such time and place, within or without the State of Arizona, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meetings. Annual meetings of shareholders shall be held during the first week in December of each year or at such other time as designated by the board of directors. At the annual meeting shareholders shall elect a board of directors and may transact any other business properly brought before the meeting.

Section 3. Special Meetings. Special meetings of the shareholders, unless otherwise prescribed by statute or provided by the Articles of Incorporation or these bylaws, may be called by the President or the Board of Directors or by the holders of at least 10% of all shares entitled to vote at the meeting. Business conducted at any special meeting shall be confined to the purpose or purposes described in the notice thereof.

Section 4. Notice. Written or printed notice stating the place, day and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 calendar days (20 days in the case of

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a meeting to approve a plan of merger or exchange) nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary or the officer or other person calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his or its address as it appears on the share transfer records of the Corporation, with postage prepaid.

Section 5. Quorum. A quorum shall be present at a meeting of shareholders if the holder or holders of a majority of the shares entitled to vote are present in person, represented by duly authorized representative in the case of a corporation or other legal entity or represented by proxy, unless otherwise provided in the Articles of Incorporation. Unless otherwise provided in the Articles of Incorporation or these bylaws, once a quorum is present at a duly constituted meeting of shareholders, the shareholders present or represented at the meeting may conduct such business as may be properly brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any shareholder present or represented shall not affect the presence of a quorum at the meeting. Unless otherwise provided in the Articles of Incorporation or these bylaws, the shareholders entitled to vote and present or represented at a meeting of shareholders at which a quorum is not present may adjourn the meeting until such time and to such place as may be determined by a vote of the holders of a majority of the shares represented at the meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be conducted which might have been conducted at the meeting as originally notified.

Section 6. Voting. With respect to any matter, other than the election of directors or a matter for which the affirmative vote of the holders of a specified portion of the shares is required by statute, the affirmative vote of the holders of a majority of the shares entitled to vote on that matter and represented at a meeting of shareholders at which a quorum is present shall be the act of the shareholders, unless otherwise provided in the Articles of Incorporation or these bylaws. Unless otherwise provided in the Articles of Incorporation of these bylaws, directors shall be elected by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present.

Section 7. Method of Voting. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the Articles of Incorporation provide for more or less than one vote per share or limit or deny voting rights to the holders of the shares of any class or series or as otherwise provided by statute. A shareholder may vote in person, by duly authorized representative in the case of a corporation or other legal entity or by proxy executed in writing by the shareholder or by his or its duly authorized attorney-in-fact. Each proxy shall be filed with the Secretary of the Corporation prior to the time of the meeting.

Section 8. Action Without Meeting. Unless otherwise provided in the Articles of Incorporation, any action required or permitted to be taken at any meeting of the

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shareholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall have been signed by the holder or holders of all the shares entitled to vote with respect to the action that is the subject of the consent.

ARTICLE III

DIRECTORS

Section 1. Responsibilities. The powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, its Board of Directors.

Section 2. Number: Term. The number of directors shall be fixed from time to time by the Board of Directors or by the shareholders at the annual or a special meeting; provided, however, that no decrease in the number of directors shall have the effect of shortening the term of an incumbent director and in no event shall the number of directors be less than 2 nor more than 10. The directors shall be elected at the annual meeting of the shareholders, except as provided in Section 3 below. At each annual meeting, the holders of shares entitled to vote in the election of directors shall elect directors to hold office until the next succeeding annual meeting. Unless removed in accordance with the Articles of Incorporation or this Section, each director elected shall hold office for the term for which he is elected and until his successor shall have been elected and qualified. Directors need not be residents of the State of Arizona or shareholders of the Corporation. At any meeting of shareholders called expressly for that purpose, any director or the entire Board of Directors may be removed, with or without cause, by the affirmative vote of the holder or holders of a majority of the shares then entitled to vote at an election of directors.

Section 3. Vacancies: Increases. Any vacancy occurring in the Board of Directors (by death, resignation, removal or otherwise) may be filled by election at an annual or special meeting of shareholders called for that purpose, by the affirmative vote of a majority of the remaining directors then in office, though less than a quorum, or by a sole remaining director. Each director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual or special meeting of shareholders called for that purpose or by the Board of Directors for a term of office continuing only until the next election of one or more directors by the shareholders; provided, however, that the Board of Directors may not fill more than two such directorships during the period between any two successive annual meetings of shareholders.

Section 4. Place of meetings. Meetings of the Board of Directors, regular or special, may be held either within or without the State of Arizona.

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Section 5. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and at such place as shall from time to time be determined by the Board-of Directors. Regular meetings of the Board of Directors may be held without notice.

Section 6. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of by the President and shall be called by the Secretary on the written request of at least two directors. Written notice specifying the time and place of special meetings shall be given to each director at least three days before the date of the meeting. Such notice may, but need not, specify the purpose or purposes of the meeting.

Section 7. Quorum: Majority Vote. At all meetings, a majority of the number of the directors fixed in the manner provided in these bylaws shall constitute a quorum for the transaction of business unless a greater number is specifically required by statute or provided in the Articles of Incorporation or these bylaws. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise specifically required by statute or provided in the Articles of Incorporation or these bylaws, in which case the express provision shall control. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 8. Minutes. The Board of Directors shall keep regular minutes of its proceedings. The minutes shall be placed in the minute book of the Corporation.

Section 9. Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees, each of which shall be comprised of one or more members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified members, at any meeting of that committee. Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these bylaws, shall have and may exercise all of the authority of the Board of Directors, except as otherwise provided by statute. The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 10. Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. Such minutes shall be place in the minute book of the Corporation.

Section 11. Action Without Meeting. Unless otherwise restricted by the Articles of Incorporation or these bylaws, any action required or permitted to be taken at a meeting of the Board of Directors or any committee may be taken without a meeting if a consent

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in writing, setting forth the action so taken, is signed by all the members of the Board of Directors or committee, as the case may be. Such consent shall have the same forehand effect as a unanimous vote at a meeting.

ARTICLE IV

NOTICES

Section 1. Method. Whenever by statute, the Articles of Incorporation, these bylaws or otherwise, notice is required to be given to a director or shareholder, and no provision is made as to how the notice shall be given, it shall not be construed to be personal notice, but any such notice may be given: (a) in writing, by mail, postage prepaid, addressed to the director at the last address known by the Corporation for such director or shareholder at the address appearing on the share transfer records of the Corporation, or (b) in any other method permitted by law. Any notice required or permitted to be given by mail shall be deemed given at the time when the same is deposited in the United States mail.

Section 2. Waiver. Whenever by statute, the Articles of Incorporation or these bylaws, any notice is required to be given to a director or shareholder, a waiver thereof in writing, signed by the person or persons entitled to such notice, or in the case of a corporation or other legal entity by its duly authorized representative, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

ARTICLE V

OFFICERS

Section 1. Number. The officers of the Corporation shall consist of a President and a Secretary, each of whom shall be elected by the Board of Directors. The Board of Directors may also elect such other officers as they deem necessary or desirable, including a Chairman of the Board, a Treasurer, a Controller and one or more Vice Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and Assistant Controllers. All officers of the Corporation shall hold office at the pleasure of the Board of Directors. The same person may, at the discretion of the Board of Directors, hold any two or more offices.

Section 2. Appointed Officers. The President may appoint such other officers authorized signers, and agents as he shall deem necessary or desirable who shall hold their offices for such terms as the President shall determine.

Section 3. Removal. Any officer elected by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby.

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Section 4. Compensation. The compensation of all officers and agents of the Corporation who are also directors of the Corporation shall be fixed by the Board of Directors. The Board of Directors may delegate the power to fix the compensation of all other officers and agents of the Corporation to an officer of the Corporation.

Section 5. Duties. The officers of the Corporation, whether elected or appointed, shall have such authority and shall perform such duties as are customarily incident to their respective offices, or as may be specified from time to time by resolution of the Board of Directors regardless of whether such authority and duties are customarily incident to such office.

ARTICLE VI

CERTIFICATE OF STOCK

Every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of, the Corporation, by the President or the Vice President, and by the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation.

ARTICLE VII

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Each person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust or other enterprise or employee benefit plan (including he heirs, executors, administrators or estate of such person) shall be indemnified by the Corporation to the fullest extent that a corporation is required or permitted to grant indemnification to such person under the Arizona Revised Statutes, as the same exists or may hereafter be amended. Reasonable expenses incurred by a director, officer, employee or agent of the Corporation who was, is or is threatened to be made a named defendant or respondent in a proceeding shall be paid or reimbursed by the Corporation, in advance of the final disposition of the proceeding, to the maximum extent permitted under Alabama law, as the same exits or may hereafter be amended. The right to indemnification under this Article shall be a contract right. In the event of the death of any person of having a right of identification under this Article, such right will inure to the benefit of his or her heirs, executors, administrators and personal representatives. The rights under this Article will not be exclusive of any other right which any person may have or hereinafter acquire under any statute, bylaw, resolution of shareholders of directors, agreement or otherwise.

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ARTICLE VIII

GENERAL PROVISIONS

Section 1. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate

Section 2. Fiscal Year. The fiscal year of the Corporations shall be fixed by resolution of the Board of Directors.

Section 3. Telephone and Similar Meetings. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, the shareholders, members of the Board of Directors or members of any committee of the Board of Directors may participate in and hold a meeting of such shareholders, the Board of Directors or committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meting is not lawfully called or convened.

Section 4. Distributions and Share Dividends. Subject to statute and any provision of the Articles of Incorporation, distributions in the form of cash or property or share dividends may be declared by the Board of Directors at any regular or special meeting.

Section 5. Amendment of Bylaws. Unless otherwise provided by law, the Articles of Incorporation or these bylaws, these bylaws may be altered, amended or repealed, or new bylaws may be adopted, by the shareholders or the Board of Directors, subject to the shareholders providing in amending, repealing or adopting a particular bylaw that it may not be amended or repealed by the Board of Directors.

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EX-3.9

Exhibit 3.9

CVE, Inc.

CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION

It is hereby certified that:

1.	The name of the corporation (hereinafter called the “Corporation”) is CVE, Inc.
2.	The certificate of incorporation of the Corporation is hereby amended by striking out Article 1 thereof and by substituting in lieu of said article the following new article:

1. The name of the corporation is Chase Vehicle Exchange, Inc.

3. The amendment of the certificate of incorporation herein certified has been duly adopted and written consent has been given in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

/s/ Radah Butler  

Radah Butler 

President 

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 04/05/2002
020219028 — 3501673

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 12:00 PM 03/13/2002
020166434 — 3501673

CERTIFICATE OF INCORPORATION

OF

CVE, Inc.

     1. This name of the corporation is CVE, Inc.

     2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street. In the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

     3. The name of the business or purposes to be conducted or promoted is:

     Limited to acting as a qualified intermediary within the meaning of Section 1031 of the Internal Revenue Code, and facilitating one or more tax-free exchanges of vehicles and other tangible personal property for other vehicles and other tangible personal property that are of like kind for CHASE MANHATTAN AUTOMOTIVE FINANCE CORP., and doing all necessary or appropriate things incidental thereto, including facilitating, as the agent of CHASE MANHATTAN AUTOMOTIVE FINANCE CORP., sales of vehicles at auction; provided that the corporation shall not under any circumstances engage in any business or other activities except in furtherance of this corporate purpose.

     4. The total number of shares of stock which the corporation shall have authority to issue is: Three Thousand (3,000); all of such shares shall be without par value.

     5. The name and mailing address of the incorporator is as follows:

INVESTMENT PROPERTY EXCHANGE SERVICE, INC.
4050 Calle Real
Santa Barbara, CA 93110

     The number of directors making up the Board of Directors shall at all times be three.

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     The name and mailing address of each person who is to serve as a director until the first annual meeting of the stockholders or until a successor is elected and qualified, is as follows:

Name	Mailing Address
Alan L. Stinson	4050 Calle Real Santa Barbara, CA 93110
Patrick F. Stone	4050 Calle Real Santa Barbara, CA 93110
Frank P. Willey	4050 Calle Real Santa Barbara CA 93110

     6. The corporation is to have perpetual existence.

     7. The corporation is to be a wholly-owned subsidiary of the parent corporation, INVESTMENT PROPERTY EXCHANGE SERVICES, INC.

     8. Powers conferred to Board of Directors:

     The corporation shall not, without approval of a majority of the members of the Board of Directors, take any action that effectuates any loans, advances of credit, dividends, creation or incurrence of any secured or unsecured indebtedness, including without limitation, intercompany indebtedness, redemption or acquisition of any outstanding stock, issuance of additional stock or other securities, issuance of any option, warrant or right to buy any stock or any other security, merger or consolidation of the corporation with any other entity, sale of substantially all of the assets of the corporation, dissolution of the corporation, commencement of a bankruptcy reorganization or liquidation proceeding, or adoption or amendment or repeal of any by-law or the certificate of incorporation of the corporation; provided, however, that a duly authorized president, vice president or assistant vice president may be authorized and empowered in general by the Board to execute any documentation required to consummate exchange transactions and matters incidental thereto to further the limited purposes of the Corporation.

     The Board of Directors shall have the power to amend the by-laws.

     9. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

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     Meetings of stockholders may be held within or without the State of Delaware, as the bylaws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the by-laws of the corporation.

     10. The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, provided that all of the members of the Board of Directors agree to such action, and all rights conferred upon stockholders herein are granted subject to this reservation.

     11. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breath of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or emissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, (iv) for any transaction from which the director derived any improper personal benefit.

     THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is its act and deed and the facts herein stated are true, and accordingly have hereunto set its hand this March 12, 2002.

Incorporator: INVESTMENT PROPERTY EXCHANGE SERVICES, INC.
By:	/s/
	Vice President

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EX-3.10

Exhibit 3.10

EXHIBIT “A”

CHASE VEHICLE EXCHANGE, INC.

BYLAWS
Effective July 15, 2005

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office shall be in the State of Delaware.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. Time and Place of Meetings. All meetings of the shareholders shall be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meetings. Annual meetings of shareholders shall be held on the first Tuesday of April, if not a legal holiday, and if a legal holiday, then on the next business day following, or at such other date as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. At the annual meeting, the shareholders entitled to vote thereat shall elect a Board of Directors and transact such other business as may properly be brought before the meeting.

Section 3. Special Meetings. Special meetings of the shareholders, unless otherwise prescribed by statute or provided by the Articles of Incorporation or these bylaws, may be called by the President or the Board of Directors or by the holders of at least 10% of all shares entitled to vote at the meeting. Business conducted at any special meeting shall be confined to the purpose or purposes described in the notice thereof.

Section 4. Notice. Written or printed notice stating the place, day and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 calendar days (20 days in the case of a meeting to approve a plan of merger or exchange) nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the President,

Chase Vehicle Exchange, Inc.
Amended and Restated Bylaws
July 15, 2005

the Secretary or the officer or other person calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his or its address as it appears on the share transfer records of the Corporation, with postage prepaid.

Section 5. Quorum. A quorum shall be present at a meeting of shareholders if the holder or holders of a majority of the shares entitled to vote are present in person, represented by duly authorized representative in the case of a corporation or other legal entity or represented by proxy, unless otherwise provided in the Articles of Incorporation. Unless otherwise provided in the Articles of Incorporation or these bylaws, once a quorum is present at a duly constituted meeting of shareholders, the shareholders present or represented at the meeting may conduct such business as may be properly brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any shareholder present or represented shall not affect the presence of a quorum at the meeting. Unless otherwise provided in the Articles of Incorporation or these bylaws, the shareholders entitled to vote and present or represented at a meeting of shareholders at which a quorum is not present may adjourn the meeting until such time and to such place as may be determined by a vote of the holders of a majority of the shares represented at the meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be conducted which might have been conducted at the meeting as originally notified.

Section 6. Voting. With respect to any matter, other than the election of directors or a matter for which the affirmative vote of the holders of a specified portion of the shares is required by statute, the affirmative vote of the holders of a majority of the shares entitled to vote on that matter and represented at a meeting of shareholders at which a quorum is present shall be the act of the shareholders, unless otherwise provided in the Articles of Incorporation or these bylaws. Unless otherwise provided in the Articles of Incorporation of these bylaws, directors shall be elected by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present.

Section 7. Method of Voting. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the Articles of Incorporation provide for more or less than one vote per share or limit or deny voting rights to the holders of the shares of any class or series or as otherwise provided by statute. A shareholder may vote in person, by duly authorized representative in the case of a corporation or other legal entity or by proxy executed in writing by the shareholder or by his or its duly authorized attorney-in-fact. Each proxy shall be filed with the Secretary of the Corporation prior to the time of the meeting.

Sections 8. Action Without Meeting. Unless otherwise provided in the Articles of Incorporation, any action required or permitted to be taken at any meeting of the shareholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall have been signed

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Chase Vehicle Exchange, Inc.
Amended and Restated Bylaws
July 15, 2005

by the holder or holders of all the shares entitled to vote with respect to the action that is the subject of the consent.

ARTICLE III

DIRECTORS

Section 1. Responsibilities. The powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, its Board of Directors.

Section 2. Number; Term. The number of initial directors shall be no less than one (1) and no greater than three (3). The number of directors shall be fixed from time to time by the Board of Directors or by the shareholders at the annual or a special meeting if this bylaw is amended to provide for more than one director. No decrease in the number of directors shall have the effect of shortening the term of an incumbent director. The directors shall be elected at the annual meeting of the shareholders, except as provided in Section 3 below. At each annual meeting, the holders of shares entitled to vote in the election of directors shall elect directors to hold office until the next succeeding annual meeting. Unless removed in accordance with the Articles of Incorporation or this Section, each director elected shall hold office for the term for which he is elected and until his successor shall have been elected and qualified. Directors need not be residents of the State of Delaware or shareholders of the Corporation. At any meeting of shareholders called expressly for that purpose, any director or the entire Board of Directors may be removed, with or without cause, by the affirmative vote of the holder or holders of a majority of the shares then entitled to vote at an election of directors.

Section 3. Vacancies; Increases. Any vacancy occurring in the Board of Directors (by death, resignation, removal or otherwise) may be filled by election at an annual or special meeting of shareholders called for that purpose, by the affirmative vote of a majority of the remaining directors then in office, though less than a quorum, or by a sole remaining director. Each director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual or special meeting of shareholders called for that purpose or by the Board of Directors for a term of office continuing only until the next election of one or more directors by the shareholders; provided, however, that the Board of Directors may not fill more than two such directorships during the period between any two successive annual meetings of shareholders.

Section 4. Place of meetings. Meetings of the Board of Directors, regular or special, may be held either within or without the State of Delaware.

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Chase Vehicle Exchange, Inc.
Amended and Restated Bylaws
July 15, 2005

Section 5. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and at such place as shall from time to time be determined by the Board of Directors. Regular meetings of the Board of Directors may be held without notice.

Section 6. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of by the President and shall be called by the Secretary on the written request of at least two directors. Written notice specifying the time and place of special meetings shall be given to each director at least three days before the date of the meeting. Such notice may, but need not, specify the purpose or purposes of the meeting.

Section 7. Quorum; Majority Vote. At all meetings, a majority of the number of the directors fixed in the manner provided in these bylaws shall constitute a quorum for the transaction of business unless a greater number is specifically required by statute or provided in the Articles of Incorporation or these bylaws. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise specifically required by statute or provided in the Articles of Incorporation or these bylaws, in which case the express provision shall control. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 8. Minutes. The Board of Directors shall keep regular minutes of its proceedings. The minutes shall be placed in the minute book of the Corporation.

Section 9. Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees, each of which shall be comprised of one or more members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified members, at any meeting of that committee. Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these bylaws, shall have and may exercise all of the authority of the Board of Directors, except as otherwise provided by statute. The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 10. Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. Such minutes shall be place in the minute book of the Corporation.

Section 11. Action Without Meeting. Unless otherwise restricted by the Articles of Incorporation or these bylaws, any action required or permitted to be taken at a meeting of the Board of Directors or any committee may be taken without a meeting if a consent

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Chase Vehicle Exchange, Inc.
Amended and Restated Bylaws
July 15, 2005

in writing, setting forth the action so taken, is signed by all the members of the Board of Directors or committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting.

ARTICLE IV

NOTICES

Section 1. Method. Whenever by statute, the Articles of Incorporation, these bylaws or otherwise, notice is required to be given to a director or shareholder, and no provision is made as to how the notice shall be given, it shall not be construed to be personal notice, but any such notice may be given: (a) in writing, by mail, postage prepaid, addressed to the director at the last address known by the Corporation for such director or shareholder at the address appearing on the share transfer records of the Corporation, or (b) in any other method permitted by law. Any notice required or permitted to be given by mail shall be deemed given at the time when the same is deposited in the United States mail.

Section 2. Waiver. Whenever by statute, the Articles of Incorporation or these bylaws, any notice is required to be given to a director or shareholder, a waiver thereof in writing, signed by the person or persons entitled to such notice, or in the case of a corporation or other legal entity by its duly authorized representative, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

ARTICLE V

OFFICERS

Section 1. Number. The officers of the Corporation shall consist of a President and a Secretary, each of whom shall be elected by the Board of Directors. The Board of Directors may also elect such other officers as they deem necessary or desirable, including a Chairman of the Board, a Treasurer, a Controller and one or more Vice Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and Assistant Controllers. All officers of the Corporation shall hold office at the pleasure of the Board of Directors. The same person may, at the discretion of the Board of Directors, hold any two or more offices.

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Chase Vehicle Exchange, Inc.
Amended and Restated Bylaws
July 15, 2005

Section 2. Appointed Officers. The President may appoint such other officers and agents as he shall deem necessary or desirable who shall hold their offices for such terms as the President shall determine.

Section 3. Removal. Any officer elected by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby.

Section 4. Compensation. The compensation of all officers and agents of the Corporation who are also directors of the Corporation shall be fixed by the Board of Directors. The Board of Directors may delegate the power to fix the compensation of all other officers and agents of the Corporation to an officer of the Corporation.

Section 5. Duties. The officers of the Corporation, whether elected or appointed, shall have such authority and shall perform such duties as are customarily incident to their respective offices, or as may be specified from time to time by resolution of the Board of Directors regardless of whether such authority and duties are customarily incident to such office.

ARTICLE VI

CERTIFICATE OF STOCK

     Every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of, the Corporation, by the President or the Vice President, and by the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation.

ARTICLE VII

INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Each person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust or other enterprise or employee benefit plan (including he heirs, executors, administrators or estate of such person) shall be indemnified by the Corporation to the fullest extent that a corporation is required or permitted to grant indemnification to such person under the Delaware General Corporation Law, as the same exists or may hereafter be amended. Reasonable expenses incurred by a director, officer, employee or agent of the Corporation who was, is or is threatened to be made a named defendant or respondent in a proceeding shall be paid or

6

Chase Vehicle Exchange, Inc.
Amended and Restated Bylaws
July 15, 2005

reimbursed by the Corporation, in advance of the final disposition of the proceeding, to the maximum extent permitted under Delaware law, as the same exists or may hereafter be amended. The right to indemnification under this Article shall be a contract right. In the event of the death of any person having a right of indemnification under this Article, such right will inure to the benefit of his or her heirs, executors, administrators and personal representatives. The rights under this Article will not be exclusive of any other right which any person may have or hereinafter acquire under any statute, bylaw, resolution of shareholders of directors, agreement or otherwise.

ARTICLE VIII

GENERAL PROVISIONS

     Section 1. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate

     Section 2. Fiscal Year. The fiscal year of the Corporations shall be fixed by resolution of the Board of Directors.

     Section 3. Telephone and Similar Meetings. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, the shareholders, members of the Board of Directors or members of any committee of the Board of Directors may participate in and hold a meeting of such shareholders, the Board of Directors or committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meting is not lawfully called or convened.

     Section 4. Distributions and Share Dividends. Subject to statute and any provision of the Articles of Incorporation, distributions in the form of cash or property or share dividends may be declared by the Board of Directors at any regular or special meeting.

     Section 5. Amendment of Bylaws. Unless otherwise provided by law, the Articles of Incorporation or these bylaws, these bylaws may be altered, amended or repealed, or new bylaws may be adopted, by the shareholders or the Board of Directors, subject to the shareholders providing in amending, repealing or adopting a particular bylaw that it may not be amended or repealed by the Board of Directors.

7

EX-3.11

Exhibit 3.11

Control No. 0461438

STATE OF GEORGIA

Secretary of State
Corporations Division
315 West Tower
#2 Martin Luther King, Jr. Dr.
Atlanta, Georgia 30334-1530

CERTIFICATE
OF
AMENDMENT

I, Karen C Handel, the Secretary of State and the Corporations Commissioner of the State of Georgia, hereby certify under the seal of my office that

DOCX, LLC
a Domestic Limited Liability Company

has filed articles/certificate of amendment in the Office of the Secretary of State on 06/19/2008 and has paid the required fees as provided by Title 14 of the Official Code of Georgia Annotated. Attached hereto is a true and correct copy of said articles/certificate of amendment.

WITNESS my hand and official seal in the City of Atlanta and the State of Georgia on June 19, 2008

	/s/ Karen C Handel
	Karen C Handel Secretary of State

Control No: 0461438
Date Filed: 06/19/2008 03:42 PM
Karen C Handel
Secretary of State

ARTICLES OF AMENDMENT

TO

ARTICLES OF ORGANIZATION

Article 1.

The name of the limited liability company is DOCX, LLC

Article 2.

Articles of Organization were filed on September 28, 2004.

Article 3.

The Articles of Organization of this company are hereby amended by
changing Article 2, so that as amended, said Article shall be read as follows:

“Management of the limited liability company is vested in its Member(s).”

Article 4

These Articles of Amendment to Articles of Organization
will be effective upon the filing of said articles with the Secretary of State.

     IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment to Articles of Organization, this 17^th day of June, 2008.

MEMBER Residential Lending Services, Inc.
By:	/s/ Todd C. Johnson
	Todd C. Johnson
	Executive Vice President, General Counsel and Secretary

Secretary of State
Corporations Division
315 West Tower
#2 Martin Luther King, Jr. Dr.
Atlanta, Georgia 30334-1530 CONTROL NUMBER: 0461438
EFFECTIVE DATE: 09/28/2004
JURISDICTION: GEORGIA
REFERENCE: 0048
PRINT DATE: 10/20/2004
FORM NUMBER: 356

TIMOTHY J. CAGLE, CPA, PC
2485 BETHANY BEND
ALPHARETTA, GA 30004

CERTIFICATE OF ORGANIZATION

I, Cathy Cox, the Secretary of State of the State of Georgia, do hereby certify under the seal of my office that

DOCX, LLC
A GEORGIA LIMITED LIABILITY COMPANY

has been duly organized under the laws of the State of Georgia on the effective date stated above by the filing of articles of organization in the Office of the Secretary of State and by the paying of fees as provided by Title 14 of the Official Code of Georgia Annotated.

WITNESS my hand and official seal in the City of Atlanta and the State of Georgia on the date set forth above.

	/s/ Cathy Cox
	Cathy Cox Secretary of State

Articles of Organization

Of

DOCX, LLC

Article 1.

The name of the limited liability company is DOCX, LLC.

Article 2.

Management of the limited liability company is vested in one or more managers whose
names and addresses are as follows:

LORRAINE BROWN
1111 ALDERMAN DRIVE
ALPHARETTA, GEORGIA 30005

IN WITNESS WHEREOF, the undersigned has executed these Articles of Organization.

This 23^rd day of SEPTEMBER, 2004.

/s/ Lorraine Brown  

LORRAINE BROWN 

Member 

SECRETARY OF STATE
[illegible]
CORPORATIONS DIVISION SECRETARY OF STATE
[illegible]
CORPORATIONS DIVISION

EX-3.12

Exhibit 3.12

OPERATING
AGREEMENT

AMENDED AND RESTATED
OPERATING AGREEMENT

OF

DOCX, LLC

A GEORGIA LIMITED LIABILITY COMPANY

Dated as of September 1, 2005

Effective Time: 12:01 a.m.

TABLE OF CONTENTS

		Page
1.	Name		2
2.	Articles of Organization		2
3.	Purpose		3
4.	Powers		3
5.	Principal Business Office		4
6.	Registered Office		4
7.	Registered Agent		4
8.	Member		4
9.	Limited Liability		4
10.	Additional Contributions		4
11.	Allocation of Profits and Losses		4
12.	Distributions		4
13.	Management		4
14.	Officers		5
15.	Other Business		5
16.	Exculpation and Indemnification		5
17.	Assignment		5
18.	Non-Entity for Federal Income Tax Purposes		5
19.	Admission of Additional Members		6
20.	Dissolution		6
21.	Separability of Provisions		6
22.	Counterparts		6
23.	Entire Agreement		6
24.	Governing Law		6
25.	Amendments		6

-i-

AMENDED AND RESTATED OPERATING AGREEMENT

OF

DOCX, LLC

     This Amended and Restated Operating Agreement (this “Agreement”) of DOCX, LLC, a Georgia limited liability company (the “Company”) is executed effective as of September 1, 2005, 12:01 a.m., by Fidelity National Information Solutions, Inc., a Delaware corporation (the “FNIS”), as the sole member of the Company. (FNIS and any other members of the Company herein sometimes collectively referred to as the “Members”).

RECITALS

     WHEREAS, the Company was originally formed on September 28, 2004, by filing its Articles of Organization in the office of the Secretary of State of the State of Georgia (the “Certificate”); and

     WHEREAS, pursuant to that Purchase Agreement dated as of August 31, 2005 (“Purchase Agreement”), by and among FNIS, the Company, BDOCX Corporation, a Georgia corporation (“BDOCX”), FDOX, LLC, a Colorado limited liability company (“FDOX”), JDOCX Corporation, an Ohio corporation (“JDOCX”), (BDOCX, FDOX and JDOCX are herein sometimes collectively referred to as the “Sellers”), Lorraine Brown, Robert B. Ferguson, Jr., David Ferguson, Ellen Ferguson, Kenneth Ferguson, Francine Ferguson, Lori Ferguson Furth, Daniel Theodore Furth (UTMA), Joel Leon Furth (UTMA), Eric Walker Furth (UTMA), James W. Robbins, and Zora S. Robbins, the Sellers, among other things, sold all of the outstanding membership interests to FNIS; and

     WHEREAS, pursuant to the transactions contemplated by the Purchase Agreement, the Sellers adopted and amended the operating agreement (the “Original Operating Agreement”) that was the original Operating Agreement of DOCX Limited Liability Company, a Colorado corporation (the “Old DOCX”); and

     WHEREAS, as a result of the transactions contemplated by the Purchase Agreement, FNIS owns 100% of the membership interests in the Company; and

     WHEREAS, FNIS, as the sole member of the Company, desires to amend and restate the Original Operating Agreement in its entirety for the purposes and upon the terms and conditions hereinafter set forth.

     NOW, THEREFORE, in consideration of the premises and the covenants herein contained, the Company hereby agrees as follows:

     1. Name. The name of the limited liability company formed hereby is DOCX, LLC (the “Company”).

     2. Articles of Organization. The Articles of Organization relating to the Company was filed with the Secretary of State of the State of Georgia on September 28, 2004, and

Page 2

Lorraine Brown is designated as an authorized person within the meaning of the Act for purposes of filing the Articles of Organization.

     3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Georgia Limited Liability Company Act (the “Act”).

     4. Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

     (a) acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purpose of the Company;

     (b) act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

     (c) take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

     (d) operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;

     (e) borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company;

     (f) invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

     (g) prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

     (h) enter into, perform and carry out contracts, agreements or documents of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company;

Page 3

     (i) employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

     (j) enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and

     (k) do such other things and engage in such other activities as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

     5. Principal Business Office. The principal business office of the Company shall be located at such location as may hereafter be determined by the Member.

     6. Registered Office. The address of the registered office of the Company in the State of Georgia is c/o CT Corporation, 1201 Peachtree Street, NE, Atlanta, GA 30361.

     7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Georgia is CT Corporation, 1201 Peachtree Street, NE, Atlanta, GA 30361.

     8. Member. The name and the mailing address of the Member is set forth on Schedule A attached hereto.

     9. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

     10. Additional Contributions. The Member is not required to make any additional capital contributions to the Company.

     11. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member in accordance with the percentage interest and sharing ratio set forth on Schedule A.

     12. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any member on account of its interest in the Company if such distribution would violate Section 14-11-407 of the Act, any other provisions of the Act or other applicable law.

     13. Management. In accordance with Section 14-11-304 of the Act, management of the Company shall be vested in the Member effective upon the effective date of this Agreement. The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise,

Page 4

possessed by members of a limited liability company under the laws of the State of Georgia. The Member has the authority to bind the Company.

     14. Officers. The Member may, from time to time as it deems advisable, appoint officers of the Company (the “Officers”) and assign, in writing, titles (including, without limitation, Chief Executive Officer, Chief Compliance Officer, President, Vice President, Secretary and Treasurer) to any such person. Unless the Member decides otherwise, if the title is one commonly used for officers of a business corporation formed under the General Corporation Law of the State of Georgia, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 14 may be revoked at any time by the Member. The initial Officers are listed on Schedule B attached hereto. The Member may revise Schedule B at any time.

     15. Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

     16. Exculpation and Indemnification. Neither the Member nor any Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that such Member or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s or Officer’s willful misconduct. To the fullest extent permitted by applicable law, the Member or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member or Officer by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement, except that neither the Member nor any Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member or Officer by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 16 shall be provided out of and to the extent of Company assets only, and no Member shall not have personal liability on account thereof.

     17. Assignment. The Member may assign in whole or in part its membership interest at any time. If the Member transfers all of its membership interest in the Company pursuant to this Section, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor member shall cease to be a member of the Company in the event such transfer or member has assigned all of its membership interest.

     18. Non-Entity for Federal Income Tax Purposes. The Company shall not make elections or file returns for federal income tax purposes. The Company shall conduct its affairs so as to be disregarded for federal income tax purposes as an entity separate from the Members pursuant to Treasury Regulation § 301.7701-3(b)(l)(ii).

Page 5

     19. Admission of Additional Members. One (1) or more additional members of the Company may be admitted to the Company with the written consent of the Member.

     20. Dissolution.

     (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member; (ii) the retirement or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act; or (iii) the entry of a decree of judicial dissolution under the Act.

     (b) The bankruptcy of the Member will not cause such member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

     (c) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in the Act.

     21. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

     22. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement.

     23. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof, and supersedes all prior understandings or agreements of the Member with respect to the subject matter hereof.

     24. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Georgia (without regard to conflict of laws or principles), all rights and remedies being governed by said laws.

     25. Amendments. This Agreement may not be modified, altered, supplemented or amended, except pursuant to a written agreement executed and delivered by all of the Members at the time of the amendment.

[Remainder of Page Intentionally Left Blank]

Page 6

     IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement to be effective as of September 1, 2005, 12:01 a.m.

COMPANY: DOCX, LLC a Georgia limited liability company
By:	/s/ Ernest Smith
	Name:	Ernest Smith
	Title:	CEO
MEMBER: FIDELITY NATIONAL INFORMATION SOLUTIONS, INC. a Delaware corporation
By:	/s/ Todd Johnson
	Name:	Todd Johnson
	Title:	SVP and Secretary

(signature page to Amended and Restated Operating Agreement)

Page 7

Schedule A
to
Amended and Restated Operating Agreement
of
DOCX, LLC

MEMBER INFORMATION

		Agreed Value of		Membership
Name	Mailing Address	Capital Contribution		Interest/Sharing Ratio
Fidelity National Information Solutions, Inc.	601 Riverside Avenue 12th Floor Jacksonville, FL 32204	$	1,000.00		100	%

Schedule B
To
Amended and Restated Operating Agreement
of
DOCX, LLC

LIST OF OFFICERS AND TITLES

Name	Title
Ernie Smith	Chief Executive Officer
Miriam Moore	Chief Operating Officer
Lorraine Brown	President
Ronald Meharg	Chief Compliance Officer
Todd C. Johnson	Senior Vice President and Secretary
Patrick G. Farenga	Vice President and Treasurer

EX-3.13

Exhibit 3.13

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 10/11/2000

001514800 — 2354206

STATE of DELAWARE
CERTIFICATE of AMENDMENT of
CERTIFICATE of INCORPORATION

•	First: That at a meeting of the Board of Directors of Espiel, Inc., dba Applied Financial Technology on October 4, 2000 resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:
	Resolved, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “Fourth” so that, as amended, said Article shall be and read as follows:
	“The total number of shares of capital stock which the Corporation shall have authority to issue is six million (6.000,000) shares of common stock, par value $.0001 per share”
•	Second: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
•	Third: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
•	Fourth: That the capital of said corporation shall not be reduced under or by reason of said amendment.

Signed: October 4, 2000	BY:	/s/ Michael Bykhovsky
		NAME:	Michael Bykhovsky, President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 03/21/2000

001142066 — 2354206

STATE of DELAWARE
CERTIFICATE of AMENDMENT of
CERTIFICATE of INCORPORATION

•	First: That at a meeting of the Board of Directors of Espiel, Inc., dba Applied Financial Technology on March 16, 2000 resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:
	Resolved, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “Fourth” so that, as amended, said Article shall be and read as follows:
	“The total number of shares of capital stock which the Corporation shall have authority to issue is five million (5,000,000) shares of common stock, par value $.01 per share”
•	Second: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
•	Third: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
•	Fourth: That the capital of said corporation shall not be reduced under or by reason of said amendment.

Signed: March 16, 2000	BY:	/s/ Michael Bykhovsky
		NAME:	Michael Bykhovsky, President

CERTIFICATE OF INCORPORATION

of

ESPIEL, INC.

          The undersigned, for the purpose of forming a corporation pursuant to the provisions of the General Corporation Law of the State of Delaware, does hereby certify as follows:

          FIRST: The name of the corporation is Espiel, Inc. (the “Corporation”).

          SECOND: The registered office of the Corporation in the State of Delaware is to be located at 32 Loockerman Square, Suite L-100, in the City of Dover, County of Kent, and the name of its registered agent at such address is The Prentice-Hall Corporation System, Inc.

          THIRD: The purpose of the Corporation is to engage in business activities and any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

          FOURTH: The total number of shares of capital stock which the Corporation shall have authority to issue is one thousand (1,000) shares of common stock, par value $.01 per share.

          FIFTH: The name and mailing address of the incorporator are as follows:

Name	Mailing Address
Scott Horton	Patterson, Belknap, Webb & Tyler 30 Rockefeller Plaza New York, New York 10112

          SIXTH: Election of directors need not be by written ballot, except to the extent provided in the Bylaws of the Corporation. In furtherance of, and not in limitation of, the powers conferred by the laws of the State of Delaware, and consistent with such laws, the Board of Directors of the Corporation is expressly authorized to make, alter, amend or repeal the Bylaws of the Corporation, subject to the power of the holders of capital stock of the Corporation having voting power thereon to alter, amend or repeal the Bylaws made by the Board of Directors of the Corporation.

2

          SEVENTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between the Corporation and its stockholders, or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the Corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under the provisions of section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors and/or on all the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation.

          EIGHTH: No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is expressly forbidden by the General Corporation Law of Delaware, as the same exists or may hereafter be amended. No amendment or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

          NINTH: (a) Each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent

3

or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized or permitted by the General Corporation Law of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes or penalties and amounts paid or to be paid in settlement) actually and reasonably incurred by such person in connection with such action, suit or proceeding, and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person; provided, however, that, except as provided in paragraph (b) of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with an action, suit or proceeding (or part thereof) initiated by such person only if such action, suit or proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Article shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such action, suit or proceeding in advance of its final disposition; provided, however, that, if the General Corporation Law of Delaware requires, the payment of such expenses incurred by a director or officer in his capacity as such in advance of the final disposition of any such action, suit or proceeding shall be made only upon receipt by the Corporation of an undertaking by or on behalf of such director or officer to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Article or otherwise. The Corporation may, by action of the Board of Directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

          (b) If a claim under paragraph (a) of this Article is not paid in full by the Corporation within 30 days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the

4

General Corporation Law of Delaware for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including the Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the General Corporation Law of Delaware, nor an actual determination by the Corporation (including the Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

          (c) The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of this Certificate of Incorporation (as it may be amended), the Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

          (d) The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware.

          TENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on stockholders, directors and officers are subject to this reserved power.

          IN WITNESS WHEREOF, the undersigned, being the incorporator hereinabove named, does hereby execute this Certificate of Incorporation this 28 day of September, 1993.

/s/ Scott Horton  

Scott Horton 

EX-3.14

Exhibit 3.14

BYLAWS

of

ESPIEL, INC.

Article I.

OFFICES AND RECORDS.

          1.1. The Corporation shall maintain a registered office in Delaware, and may maintain such other offices and keep its books, documents and records at such places within or without Delaware as may from time to time be designated by the Board of Directors.

Article II.

MEETINGS OF STOCKHOLDERS.

          2.1. Place of Meetings. All meetings of the stockholders shall be held either at the office of the Corporation in New York, New York or at such other place within or without Delaware as the Board shall designate. The place at which any meeting is to be held shall be specified in the notice of such meeting.

          2.2. Time of Annual Meeting. An annual meeting of the stockholders, for the election of directors and for the transaction of any other proper business, shall be held either (i) at 10:00 a.m. on the third Tuesday in April, unless such day is a legal holiday, in which event the meeting

2

shall be held at the same time on the next business day, or (ii) at such other time and date, not more than thirteen months after the last preceding annual meeting, as the Board shall designate.

          2.3. Call of Special Meetings. Special meetings of the stockholders shall be called by the Secretary at the request in writing of the President or a majority of the directors then in office. Such request shall state the purpose or purposes of the proposed meeting.

          2.4. Quorum and Adjourned Meetings. Except as otherwise provided by the laws of Delaware or by the Certificate of Incorporation, a quorum for the transaction of business at meetings of the stockholders shall consist of the holders of a majority of the stock entitled to vote thereat, present in person or represented by proxy. Whether or not a quorum is present, a majority in interest of the stockholders present in person or by proxy at any duly called meeting and entitled to vote thereat may adjourn the meeting from time to time to another time or place, at which time, if a quorum is present, any business may be transacted which might have been transacted at the meeting as originally scheduled. Notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, unless the adjournment is for more than thirty days or a new record date is fixed for the adjourned meeting, in which event a notice of the adjourned meeting

3

shall be given to each stockholder of record entitled to vote at the meeting.

          2.5. Vote of Stockholders and Proxies. Every stockholder having the right to vote at a meeting of stock-holders shall be entitled to exercise such vote in person or by proxy appointed by an instrument in writing subscribed by such stockholder or by his duly authorized attorney-in-fact. Each stockholder shall have one vote for each share of stock having voting power held by him. Except as otherwise provided by the laws of Delaware, by the Certificate of Incorporation or by these Bylaws, all elections shall be determined and all questions decided by a plurality of the votes cast in respect thereof, a quorum being present.

          2.6. List of Stockholders. The Secretary shall prepare and make, at least ten days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole

4

time thereof, and may be inspected by any stockholder who is present.

          2.7. Notice of Meetings. Notice of each meeting of the stockholders shall be given by the Secretary, not less than ten nor more than sixty days before the meeting, to each stockholder entitled to receive the same. Such notice shall set forth the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes thereof. The business transacted at any special meeting shall be confined to the purposes stated in such notice. No such notice of any meeting need be given to any stockholder who files a written waiver of notice thereof with the Secretary, either before or after the meeting. Attendance of a person at a meeting of stockholders, in person or by proxy, shall constitute a waiver of notice of such meeting, except when the stockholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

          2.8. Action Without a Meeting. Any action required or permitted by these Bylaws to be taken at an annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all

5

shares entitled to vote thereon were present and voted, and shall be delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered to the Corporation in the manner required, written consents signed by a sufficient number of holders to take action are delivered to the Corporation in the manner required. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

Article III.

BOARD OF DIRECTORS.

          3.1. Number and Qualifications of Directors. The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors, consisting of such number of directors as may be determined from time to

6

time by the Board. Except as otherwise provided in this section, each director shall be elected at the annual meeting of stockholders. Newly created directorships and all other vacancies may be filled at any time by a majority vote of the directors then in office, although less than a quorum. Unless he resigns, dies or is removed prior thereto, each director shall continue to hold office until the annual meeting of stockholders next following his election and until his successor has been elected and has qualified. Resignations of directors must be in writing and shall be effective upon the date of receipt thereof by the Secretary or upon an effective date specified therein, whichever date is later, unless acceptance is made a condition of the resignation, in which event it shall be effective upon acceptance by the Board. Any director may be removed at any time, with or without cause, by the affirmative vote of the holders of a majority of the stock of the Corporation issued and outstanding and entitled to vote.

          3.2. Powers. The Board may exercise all such powers of the Corporation and do all such lawful acts and things as are not, by the laws of Delaware, by the Certificate of Incorporation or by these Bylaws, directed or required to be exercised or done by the stockholders.

          3.3. First Meeting. The first meeting of the Board after the annual meeting of stockholders may be held without notice, either immediately after said meeting of stockholders and at the place where it was held, or at such

7

other time and place, whether within or without Delaware, as shall be determined by the Board prior to the annual meeting or by the consent in writing of all the directors.

          3.4. Regular Meetings. Regular meetings of the Board may be held without notice at such time and place, whether within or without Delaware, as shall from time to time be determined by the Board.

          3.5. Special Meetings. Special meetings of the Board shall be called by the Secretary at the request in writing of the President or of any two directors. Such request shall state the purpose or purposes of the proposed meeting. Such meetings may be held at any place, whether within or without Delaware. Notice of each such meeting shall be given by the Secretary to each director at least two days before the meeting. Such notice shall set forth the time and place at which the meeting is to be held and the purpose or purposes thereof. No such notice of any meeting need be given to any director who attends the meeting or who files a written waiver of notice thereof with the Secretary, either before or after the meeting.

          3.6. Quorum of Directors. A quorum for the transaction of business at meetings of the Board shall consist of a majority of the directors then in office, but in no event less than one-third of the whole Board. In the absence of a quorum at any duly scheduled or duly called meeting, a majority of the directors present may adjourn the meeting from time to time, without notice other than announcement at the

8

meeting, until a quorum is present, at which time any business may be transacted which might have been transacted at the meeting as originally scheduled.

          3.7. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board or any committee thereof may be taken without a meeting if all members of the Board or committee consent thereto in writing and the writing is filed with the minutes of the proceedings of the Board or committee.

          3.8. Meetings by Conference Telephone. Members of the Board, or of any committee of the Board, may participate in any meeting of the Board or of such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

          3.9. Executive and Other Committees. The Board of Directors, by resolution passed by a majority of the whole Board, may designate from its members an Executive Committee and such other standing or special committees, each to consist of two or more directors, as may be provided in such resolution. The Board may designate one or more directors as alternate members of each committee who may replace any absent or disqualified member at any meeting of the committee. Each committee may meet at stated times, or on notice to all by any of their own number. During the intervals between meetings of the Board, the Executive Committee shall advise

9

with and aid the officers of the Corporation in all matters concerning its interests and the management of its business, and generally perform such duties as may be directed by the Board from time to time. Subject to any limitations imposed by the Board, the Executive Committee shall possess and may exercise all the powers of the Board while the Board is not in session, except in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, amending the Bylaws, filling newly created directorships and vacancies on the Board or the Committee, or (unless expressly authorized by resolution of the Board) declaring a dividend or authorizing the issuance of stock. Each other committee shall have all such powers and perform all such duties as may be expressly determined by the Board. Vacancies in the membership of each committee shall be filled by the Board. Unless he resigns, dies or is removed prior thereto, each member of a committee shall continue to hold office until the first meeting of the Board after the annual meeting of stockholders next following his designation, and until his successor has been designated. Any member of a committee may be removed at any time, with or without cause, by the affirmative vote of a majority of the whole Board.

10

     3.10. Committee Minutes. Each committee shall keep regular minutes of its proceedings and report the same to the Board.

     3.11. Compensation of Directors. The directors as such, and as members of any standing or special committee, may receive such compensation for their services as may be fixed from time to time by resolution of the Board. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Article IV.

OFFICERS.

     4.1. Principal Officers, Election and Compensation. The officers of the Corporation shall be chosen by the Board. The principal officers shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, and may, in the discretion of the Board, include a Chairman of the Board, all of whom shall be elected each year at the first meeting of the Board after the annual meeting of the stockholders of the Corporation. Two or more offices may be held by the same person. The Chairman of the Board, if one is elected, and the President, shall be chosen by the directors from their own number. The salaries of the principal officers of the Corporation shall be fixed by the Board.

11

     4.2. Other Officers. The Board may appoint such other officers, assistant officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined by the Board. The salaries of persons appointed under this section may be fixed by the President, who shall report to the Board annually thereon.

     4.3. Term and Removal. Unless he resigns, dies or is removed prior thereto, each officer of the Corporation shall hold office until his successor has been chosen and has qualified. Any person elected or appointed by the Board may be removed at any time, with or without cause, and all vacancies (however arising) may be filled at any time, by the affirmative vote of a majority of the directors then in office. Any other employee of the Corporation may be removed at any time, with or without cause, by the President or by any superior of such employee to whom the power of removal has been delegated by the President.

     4.4. Chairman of the Board. The Chairman of the Board, if one is elected, shall preside at all meetings of the stockholders and directors. He shall be a member of the Executive Committee and of all other committees appointed by the Board, and he shall have such other powers and perform such other duties as may be prescribed from time to time by the Board.

12

     4.5. President. The President shall be the chief executive officer and shall have general supervision and direction of the business of the Corporation, and shall see that all orders and resolutions of the Board are carried into effect. He shall have all the general powers and duties usually vested in the chief executive officer of a corporation, and in addition shall have such other powers and perform such other duties as may be prescribed from time to time by the Board. He shall be vested with all the powers and perform all the duties of the Chairman of the Board in the absence or disability of the Chairman of the Board.

     4.6. Vice Presidents. Each Vice President shall have such powers and perform such duties as may be prescribed from time to time by the Board or the President. In the absence or disability of the Chairman of the Board and the President, each Vice President shall be vested with all the powers and authorized to perform all the duties of said officers, and the performance of any act or the execution of any instrument by a Vice President in any instance in which such performance or execution would customarily have been accomplished by the Chairman of the Board or by the President shall constitute conclusive evidence of the absence or disability of the Chairman of the Board and the President.

     4.7. Secretary. The Secretary shall attend all sessions of the Board and all meetings of the stockholders and record all votes and the minutes of all proceedings in a

13

book to be kept for that purpose. He shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and of the Board, when notice is required by these Bylaws. He shall have custody of the seal of the Corporation, and, when authorized by the Board, or when any instrument requiring the corporate seal to be affixed shall first have been signed by the Chairman of the Board, the President or a Vice President, shall affix the seal to such instrument and shall attest the same by his signature. He shall have such other powers and perform such other duties as may be prescribed from time to time by the Board or the President .

     4.8. Assistant Secretary. Each Assistant Secretary, if one or more are appointed, shall be vested with all the powers and authorized to perform all the duties of the Secretary in his absence or disability. The performance of any act or the execution of any instrument by an Assistant Secretary in any instance in which such performance or execution would customarily have been accomplished by the Secretary shall constitute conclusive evidence of the absence or disability of the Secretary. Each Assistant Secretary shall perform such other duties as may be prescribed from time to time by the Board, the President or the Secretary.

     4.9. Treasurer. The Treasurer shall be the chief financial officer of the Corporation. He shall have custody of the corporate funds and securities, shall keep full and

14

accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositaries as may be designated by the Board. He shall disburse the funds of the Corporation, taking proper vouchers for such disbursements, and shall render to the President and the Board at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. He shall have such other powers and perform such other duties as may be prescribed from time to time by the Board or the President.

     4.10. Assistant Treasurer. Each Assistant Treasurer, if one or more are appointed, shall be vested with all the powers and authorized to perform all the duties of the Treasurer in his absence or disability. The performance of any act or the execution of any instrument by an Assistant Treasurer in any instance in which such performance or execution would customarily have been accomplished by the Treasurer shall constitute conclusive evidence of the absence or disability of the Treasurer. Each Assistant Treasurer shall perform such other duties as may be prescribed from time to time by the Board, the President or the Treasurer.

     4.11. Fidelity Bonds. If required by the Board, any officer shall give the Corporation a bond, in a sum and with one or more sureties satisfactory to the Board, for the faithful performance of the duties of his office, and for the

15

restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

     4.12. Duties of Officers May Be Delegated. In case of the absence of any officer of the Corporation, or for any other reason that the Board may deem sufficient, the Board may delegate, for the time being, the powers or duties, or any of them, of such officer to any other officer, or to any director, provided a majority of the directors then in office concur therein.

Article V.

INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     5.1. The Corporation shall indemnify directors and officers of the Corporation and may indemnify other individuals to the extent set forth in or authorized by the Certificate of Incorporation.

Article VI.

CAPITAL STOCK.

     6.1. Certificates of Stock. The certificates of stock of the Corporation shall be numbered and shall be entered in the books of the Corporation as they are issued.

16

They shall exhibit the holder’s name and number of shares and shall be signed by (i) the Chairman of the Board or President or a Vice President and (ii) the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary. Any or all of the signatures on the certificate may be a facsimile. If any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a stock certificate shall cease to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

     6.2. Transfers of Stock. Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate or by his attorney, lawfully constituted in writing, and upon surrender of the certificate therefor.

     6.3. Registered Stockholders. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof, and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of Delaware.

     6.4. Lost Certificates. Any person claiming a certificate of stock to be lost, stolen or destroyed shall furnish proof of that fact satisfactory to an officer of the

17

Corporation, and shall give the Corporation a bond of indemnity in form and amount and with one or more sureties satisfactory to such officer, whereupon a new certificate may be issued of the same tenor and for the same number of shares as the one alleged to be lost, stolen or destroyed. The Board may at any time authorize the issuance of a new certificate to replace a certificate alleged to be lost, stolen or destroyed upon such other lawful terms and conditions as the Board shall prescribe.

     6.5. Dividends. Dividends upon the capital stock of the Corporation may be declared by the Board at any regular or special meeting as provided by the laws of Delaware and the Certificate of Incorporation. Before payment of any dividend or making any distribution of profits, there may be set aside out of the surplus or net profits of the Corporation such sum or sums as the directors, from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purposes as the directors shall deem conducive to the interests of the Corporation.

     6.6. Fixing Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or

18

entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action.

Article VII.

CONDUCT OF BUSINESS.

     7.1. Powers of Execution. (a) All checks and other demands for money and notes and other instruments for the payment of money shall be signed on behalf of the Corporation by such officer or officers or by such other person or persons as the Board may from time to time designate.

     (b) All contracts, deeds and other instruments to which the seal of the Corporation is affixed shall be signed on behalf of the Corporation by the Chairman of the Board, by the President, by any Vice President, or by such other person or persons as the Board may from time to time designate, and shall be attested by the Secretary or an Assistant Secretary.

     (c) All other contracts, deeds and instruments shall be signed on behalf of the Corporation by the Chairman of the Board, by the President, by any Vice President, or by such other person or persons as the Board or the President may from time to time designate.

19

     (d) All shares of stock owned by the Corporation in other corporations shall be voted on behalf of the Corporation by the President or by such other person or persons as the Board may from time to time designate.

     7.2. Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words, “Corporate Seal, Delaware.”

     7.3. Fiscal Year. The fiscal year of the Corporation shall be the calendar year.

Article VIII.

NOTICES.

     8.1. Whenever, under the provisions of these Bylaws, notice is required to be given to any director or stockholder, such notice may be given in writing (i) by mail, by depositing the same in the United States mail, postage prepaid, or (ii) by telegram, by delivering the same with payment of the applicable tariff to a telegraph company for transmission, in either case addressed to such director or stockholder at such address as appears on the records of the Corporation, and such notice shall be deemed to be given at the time when the same shall be so mailed or so delivered to a telegraph company.

20

Article IX.

AMENDMENTS.

     9.1. These Bylaws may be amended (i) at any meeting of the stockholders by the affirmative vote of the holders of a majority of the stock issued and outstanding and entitled to vote thereat or (ii) at any meeting of the Board by the affirmative vote of a majority of the directors then in office; provided, however, that in either case notice of the proposed amendment shall have been contained in the notice of the meeting.

EX-3.15

Exhibit 3.15

A0535030

A0535030

ENDORSED-FILED

IN THE OFFICE OF THE

SECRETARY OF STATE

OF THE STATE OF CALIFORNIA

NOV 29 1999

BILL JONES, SECRETARY OF STATE

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

	Frank P. Willey and M’Liss Jones Kane certify that:
1.	They are the President and Secretary, respectively, of Nationwide Recording Service, Inc., a California corporation.
2.	Article I of the Articles of Incorporation of this corporation is amended to read as follows:
	I. The name of the Corporation shall be Fidelity National Loan Portfolio Services, Inc.
3.	The foregoing Amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporations Code. The total number of outstanding shares of the corporation is 1,250. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%. The total number of outstanding shares voting in favor of the amendment was 1,250.
4.	The foregoing Amendment of Articles of Incorporation has been duly approved by the Board of Directors.

     We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

DATE: November 18, 1999	/s/ Frank P. Willey
	Frank P. Willey, President
	/s/ M’Liss Jones Kane
	M’Liss Jones Kane, Secretary

2635CAT.WPD

A458731

A458731

ENDORSED

FILED

In the office of the Secretary of State

of the State of California

MAR 22 1995

/s/ Bill Jones

BILL JONES, Secretary of State

RESTATED

ARTICLES OF INCORPORATION

William P. Foley, II, and Joseph V. McCabe certify that:

1. They are the president and the secretary, respectively, of CENTRALIZED TRACKING SERVICE, INC., a California Corporation.

2. The articles of incorporation of this corporation are amended and restated to read as follows:

I

The name of this corporation is NATIONWIDE RECORDING SERVICE, INC., a California Corporation.

II

The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

III

This corporation elects to be governed by all of the provisions of the General Corporation Law of 1977 not otherwise applicable to it under Chapter 23 thereof.

IV

This corporation is authorized to issue only one class of shares of stock; and the total number of shares which this corporation is authorized to issue is five thousand (5,000) with a par value of Twenty Dollars ($20.00).

3. The foregoing amendment and restatement of articles of incorporation has been duly approved by the board of directors.

4. The foregoing amendment and restatement of articles of incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporations Code. The total number of outstanding shares of the corporation is 1,250. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

DATE: March 16, 1995

/s/ William P. Foley, II  

William P. Foley, II, President 

/s/ Joseph V. McCabe  

Joseph V. McCabe, Secretary 

A454194

A454194

ENDORSED

FILED

the office of the Secretary of State

of the State of California

NOV 14 1994

TONY MILLER

Acting Secretary of State

CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
CALIFORNIA TRACKING SERVICE, INC.

WILLIAM P. FOLEY, II, and JOSEPH V. McCABE certify that:

1.	They are the President and the Secretary, respectively, of CALIFORNIA TRACKING SERVICE, INC., a California corporation (the “Corporation”).
2.	Article I of the Articles of Incorporation of this Corporation is amended to read as follows:
	“The name of the Corporation shall be CENTRALIZED TRACKING SERVICE, INC.”
3.	The foregoing amendment to the Articles of Incorporation has been duly approved by the Board of Directors.
4.	The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporations Code. The total number of outstanding shares of the Corporation is 1,250. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.

     We further declare under penalty of perjury under the laws of the state of California that the matters set forth in this Certificate are true and correct of our own knowledge.

Date: November 4, 1994

/s/ William P. Foley, II  

William P. Foley, II 

President 

/s/ Joseph V. McCabe  

Joseph V. McCabe  

Secretary 

A422724

A422724

ENDORSED
FILED

[illegible]

SEP. 4 1992

[illegible]

CERTIFICATE OF AMENDMENT

TO

ARTICLES OF INCORPORATION

OF

WESTERN TAX SERVICE

          The undersigned, WILLIAM P. FOLEY, II and CYNTHIA J. HUNT certify that:

          1) They are the President and Secretary, respectively, of WESTERN TAX SERVICE, a California corporation.

          2) Article First of the Articles of Incorporation of this Corporation are amended to read as follows:

“ARTICLE FIRST

     The name of the Corporation shall be CALIFORNIA TRACKING SERVICE, INC.”

          3) The foregoing amendment to the Articles of Incorporation has been approved by the Board of Directors.

          4) The foregoing amendment to the Articles of Incorporation has also been duly approved by written Unanimous Consent of the sole Shareholder of the Corporation dated August 10, 1992, in accordance with Section 902 of the Corporations Code.

By:	/s/ William P. Foley, II
	William P. Foley, II
	President
By:	/s/ Cynthia J. Hunt
	Cynthia J. Hunt
	Secretary

CJH107A6

          The undersigned declare under penalty of perjury that the matters set forth in the foregoing Certificate are true and correct of their own knowledge.

          Executed at Irvine, California on August 10, 1992.

/s/ William P. Foley, II  

William P. Foley, II 

President 

/s/ Cynthia J. Hunt  

Cynthia J. Hunt 

Secretary 

[illegible]

ARTICLES OF INCORPORATION

of

WESTERN TAX SERVICE

KNOW ALL MEN BY THESE PRESENTS:

     That we, the undersigned, have this day voluntarily associate ourselves together for the purpose of forming a corporation under the laws of the State of California, and we hereby certify:

     First: That the name of said corporation shall be:

          Western Tax Service

[illegible]

     Second: That the primary business in which the corporation intends initially to engage is: to examine tax and assessment records and to make, furnish and issue abstracts, opinions, certificates and reports as to the matters disclosed thereby: to inspect, examine, compile, copy and photograph public and other records and documents and render information in regard thereto: to prepare and compile maps, plats, and descriptions of land: to prepare, compile, and install systems for facilitating examinations of tax and assessment records; to acquire, by purchase or otherwise, the good will, systems and other assets of examiners of tax and assessment records and other persons, firms or corporations engaged in lines of business of similar nature; to act as trustee under deeds of trust given for the purpose of securing obligations for the payment or re-payment of money, other than corporation bonds.

     Other purposes for which this corporation is formed are: to buy, sell, mortgage, hypothecate, use, hold, rent, lease, and otherwise deal in property, real, personal and mixed; to construct, alter, maintain, operate and use houses, buildings and improvements of any and every kind; to borrow and loan money on security or otherwise; to buy, sell, hold and otherwise deal in stocks, bonds,

-1-

mortgages, and other securities: to issue stocks, bonds, promissory notes and to make, enter into, and execute any and all contracts of a lawful nature pertaining to or consistent with its general business: and in general to do, perform and [illegible] any and all acts and things necessary, convenient or useful to be done, performed or [illegible] in the conduct of the business hereinbefore described, or necessary, convenient or useful to the carrying out of the purposes of said corporation.

     Third: That the county in this state where the principal office for the transaction of the business of the corporation is to be located is the City and County of San Francisco.

     Fourth: This corporation is authorized to issue only one class of shares of stock: the total number of shares which the corporation shall have authority to issue is five thousand (5000); the aggregate par value of all such shares is One Hundred Thousand Dollars ($100,000.00); and the par value of each of such shares is Twenty Dollars ($20.00).

     Fifth: The number of directors of this corporation shall be five, and the number so fixed shall constitute the authorized number of directors until changed by amendment of the articles of incorporation or by a by-law duly adopted by the shareholders; but in no event shall the number of directors of this corporation be less than three (3); the names and addresses of the persons who are appointed to act as the first directors of this corporation are:

Name	Address
Thos. G. Morton	32 Baytree Way, San Mateo, California
D. E. MacEllven	2729 Burlingview Drive, Burlingame, California
J. A. Ornstein	20 Warren Road, San Mateo, California
R. H. Morton	735 Laurelwood Drive, San Mateo, California
Peter Townsend	115 Bretano, Greenbrae, California

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     IN WITNESS WHEREOF, for the purposes of forming this corporation under the laws of the State of California, we the undersigned, constituting the incorporators of this company, including the persons named hereinabove as the first directors of this corporation, have executed these articles of incorporation this 3rd day of April 1963.

/s/ Thos G. Morton  

/s/ D. E. MacEllven  

/s/ J. A. Ornstein  

/s/ R. H. Morton  

/s/ Peter Townsend  

STATE OF CALIFORNIA	)
	)	ss.
CITY AND COUNTY OF SAN FRANCISCO	)

     On this 3rd day of April 1963 before me Frances R. Wiener a notary public in and for the said state, residing therein, duly commissioned and sworn, personally appeared Thos. G. Morton, D. E. MacEllven, J. A. Ornstein, R. H. Morton and Peter Townsend, known to me to be the persons whose names are subscribed to and who executed the within instrument, and acknowledged to me that they executed the same.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at my office in the city and county and state aforesaid, the day and year in this certificate first above written.

/s/ Frances R. Wiener  

Frances R. Wiener — Notary Public in and for the State of California 

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EX-3.16

Exhibit 3.16

AMENDMENT
TO
BYLAWS
OF
CALIFORNIA TRACKING SERVICE, INC.

ARTICLE IV

Officers

Section 4.1 Selection and Term of Office

     All officers, including but not limited to all assistant officers, shall be formally appointed annually at the annual meeting of the Board of Directors of the Corporation and may be appointed, removed, and/or replaced by the Chairman of the Board or at a special meeting of the Board of Directors called for that purpose. The Board of Directors or the Chairman of the Board may fill vacancies from time to time occurring among the officers and may create such additional offices as they deem desirable. All officers so appointed shall serve at the pleasure of the Board of Directors and/or the Chairman of the Board, or until their death, legal incompetency, resignation, or removal.

     Adopted by the Sole Shareholder of CALIFORNIA TRACKING SERVICE, INC., this 15th day of October 1992.

FIDELITY NATIONAL TITLE INSURANCE COMPANY OF CALIFORNIA A California Corporation
By:	/s/ William P. Foley, II
	William P. Foley, II, President

SOLE SHAREHOLDER

cjh 108i8

BYLAWS
OF
WESTERN TAX SERVICE

ARTICLE I

Offices

          The principal office of this Corporation shall be in Irvine, California. Offices may also be maintained at such other place or places, either within or without the State of California, as may be designated from time to time by the Board of Directors, or as the business of the Corporation may be transacted at such other offices with the same effect as that conducted at the principal office.

ARTICLE II

Shareholders

Section 2.1 Annual Meeting

          The annual meeting of the Shareholders shall be held on the 2nd Thursday in April of each year, or if that day is a legal holiday, at the same hour on the next day thereafter which is not a legal holiday, for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting. If the election of directors shall not be held on the day designated herein for the annual meeting of the Shareholders, the Board of Directors shall cause the election to be conducted at a special meeting of the Shareholders as soon thereafter as such may conveniently be held.

Section 2.2 Special Meetings

          Special meetings of the Shareholders, for any purpose or purposes, may be called by the President or by the Vice President whenever deemed expedient or necessary. The President or Vice President shall call a special meeting of the Shareholders when so requested by the holders of a majority of the outstanding stock entitled to vote of the Corporation, or when so instructed by a majority of the Board of Directors.

Section 2.3 Place of Meetings

          Annual and special meetings of the Shareholders shall be held at the principal office of the Corporation, unless a different place is specified in the notice of such meeting.

Section 2.4 Notice of Meetings

          Written notice stating the place, day and hour of the meeting, and in the case of a special meeting, the purpose or

cjh83d

1

purposes for which the meeting is called, shall be delivered by or at the direction of the President, Vice President or Secretary to each Shareholder of record entitled to vote at such meeting not less than ten (10) nor more than fifty (50) days before the date of the meeting, except that notice of special meetings may be given personally or by telephone or telegraph where more convenient, at least five (5) days prior to such meeting, and the giving of such notice shall be evidenced by the affidavit of the officer or person giving such notice. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the Shareholder at his last address appearing on the records of Corporation. The attendance of a Shareholder at a meeting of Shareholders shall constitute a waiver of notice of such meeting, except where the Shareholder attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 2.5 List of Shareholders

          The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of Shareholders, a complete list of the Shareholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address and the number of shares registered in the name of each Shareholder. Such list shall be open to the examination of any Shareholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any Shareholder present.

Section 2.6 Record Date

          For the purpose of determining Shareholders entitled to notice of or to vote at any meeting of Shareholders or any adjournment thereof, or Shareholders entitled to receive payment of any dividend, or in order to make a determination of Shareholders for any other proper purpose, the Board of Directors, at its election, may provide that the stock transfer books shall be closed for a stated period, but not to exceed in any case fifty (50) days prior to the event concerned. If no record date is fixed for the determination of Shareholders entitled to receive payment of a dividend, the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for the purposes of such event. Where a determination of Shareholders has been made, as provided in this section, such determination shall apply to any adjournment of any meeting called pursuant thereto.

Section 2.7 Quorum

     At any meeting of the Shareholders, the holders of a majority of the shares issued, outstanding and entitled to vote

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at the meeting, present in person or represented by proxy, shall constitute a quorum at all meetings of Shareholders for the transaction of business except as otherwise provided by statute of the Articles of Incorporation. In the absence of a quorum, the meeting may be adjourned from time to time, without notice, other than an announcement at the meeting of adjournment until a quorum becomes present. At any such adjourned meeting at which a quorum later becomes present, any business may be transacted which might have been transacted at the meeting as originally notified. If the transaction of business is commenced with a quorum present, the meeting may continue to transact business until adjournment, notwithstanding the withdrawal of Shareholders leaving less than a quorum.

Section 2.8 Voting

          Each Shareholder shall be entitled to one vote for each share standing in his name on the books of the Corporation on the record date. A Shareholder may vote by proxy executed in writing by the Shareholder. Such proxy shall be filed with the Secretary before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. Shares held by a legal personal representative or by a court appointed receiver may be voted, in person or by proxy, by such representative or receiver without the transfer of such shares into the name of the trustee, except pursuant to a valid voting trust agreement. A Shareholder whose shares are pledged shall be entitled to vote such shares. Treasury shares of the Corporation shall not be voted at any meeting of the Shareholders. When a quorum is present at any meeting, the vote of the holders of a majority of the voting power present, whether in person or represented by proxy, shall decide any question brought before any such meeting, unless the question is one upon which, the express provision by California statute or of the Articles of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 2.9 Cumulative Voting

          In all elections of Directors of the Corporation, each Shareholder shall have the right to cast as many votes in the aggregate as shall equal the number of his shares of stock having voting power, multiplied by the number of Directors to be elected at such election; and each Shareholder may cast the whole of such votes whether in person or by proxy for one candidate, or distribute such votes among two or more candidates; and Directors of the Corporation shall not be elected otherwise.

Section 2.10 Informal Action

          Any action required to be taken at a meeting of the Shareholders, or any other action which may be taken at such meeting, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the

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Shareholders entitled to vote with respect to the subject matter thereof.

Section 2.11 Irregularities

          All information and/or irregularities in calls, notices of meetings and in the manner of voting, form of proxies, credentials, and method of ascertaining those present, shall be deemed waived if no objection is made at the meeting or if waived in writing.

ARTICLE III

Board of Directors

Section 3.1 Qualification, Duties and Powers

          The property and business of the Corporation shall be managed and controlled by a Board of Directors, none of whom need be Shareholders or residents of the State of California. Subject to the restrictions imposed by law, the Articles of Incorporation or these Bylaws, the Board of Directors may exercise all of the powers of the Corporation. It shall be the duty of the Directors to keep a complete record of the proceedings of their meetings.

Section 3.2 Number of Directors

          The number of Directors may be increased or decreased from time to time by resolution of the Board of Directors, or by a special meeting of Shareholders duly called for that purpose, but shall not be less than one (1) or more than ten (10). Until further action by the Board of Directors or the Shareholders, the Board shall be composed of three (3) members.

Section 3.3 Regular Meetings

          A regular meeting of the Board of Directors shall be held without notice other than by this Bylaw immediately after and at the same place as the annual meeting of the Shareholders. The Board of Directors may provide by resolution the time and place, either within or without the State of California for the holding of additional regular meetings without other notice than such resolution.

Section 3.4 Special Meetings

          Special meetings of the Board of Directors may be called by the President, Vice President or a majority of the Board of Directors, whenever deemed expedient or necessary with written notice of such meeting to be given at least five (5) days prior to the proposed meeting date, and delivered personally or mailed to each Director at his business address, or by telegram. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail properly addressed, with

4

postage prepaid. Any Director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where the Director attends a meeting for the express purpose of objecting to the transaction of any business to be because the meeting is not lawfully convened. Neither the business to be transacted at, nor the purpose of any meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Section 3.5 Quorum and Voting

          A majority of the Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If less than a quorum is present at the meeting, a majority of the Directors present may adjourn the meeting to another time and place without further notice other than announcement at the meeting. A quorum shall be considered to exist for all purposes if a majority of the Directors participate in the meeting by means of a conference telephone call hookup (or by ordinary telephone hookup in the event only one Director participates by such means), but the decisions reached at a meeting of the Directors so held shall not become effective unless and until the Directors physically absent from the place of holding such meeting shall confirm by telegram or other writing delivered to the Secretary of the meeting their votes with respect to the matters decided upon. When a quorum is present at any meeting, the concurrence of a majority of the Directors present shall decide any issue brought before such meeting unless the question is one upon which, by the express provision of any Arizona statute or of the Articles of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 3.6 Action Without Meeting

          Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if all members of the Board or Committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or Committee.

Section 3.7 Waiver of Notice

          Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Any Director may waive notice of any annual, regular or special meeting of Directors by executing a written notice of waiver either before or after the time of the meeting.

Section 3.8 Vacancies

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          A vacancy occurring in the Board of Directors by resignation may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors or, if only one Director remains in office, a vacancy may be filled by appointment by such remaining Director, and further vacancies shall then be filled by vote of those Directors then in office. A vacancy occurring by reason of the death or legal incompetency of any Director shall be filled at a special meeting of the Shareholders to be called by the President or Vice President for that purpose. At such meeting, an election of all of the Directors shall be held upon the principal of cumulative voting. Any vacancy occurring by reason of an increase in the number of Directors shall be filled by the majority vote of the existing Directors. Directors shall serve until their successors are elected and qualified. Should the last remaining Director die or resign while in office, there shall be a special meeting called by the Shareholders in order to elect a new Board of Directors.

Section 3.9 Compensation

          The Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Director. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore.

ARTICLE IV

Officers

Section 4.1 Selection and Term of Office

          All officers commencing with the office of Vice & President, including but not limited to, all assistant officers, may be appointed, removed, replaced and vacancies filled by the President of the Corporation. An appointment, removal, replacement and/or the filling of a vacancy in such offices as Chairman of the Board, Vice Chairman of the Board, President, Executive Vice President or Senior Vice President shall be made by majority vote of the Board of Directors of the Corporation at the annual meeting of the Board of Directors each year, or at a special meeting of the Board of Directors called for that purpose. The Board of Directors may also create such additional offices as they may deem desirable. All officers, so appointed, shall serve at the pleasure of the Board of Directors or the President, as the case may be, or until their death, legal incompetency, resignation or removal.

Section 4.2 President

          The President shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors or the Executive Committee thereof, shall supervise

6

and control all of the business and affairs of the Corporation. He shall, when present, preside at all meetings of the Shareholders and of the Board of Directors.

Section 4.3 Vice President

          In the absence of the President or in the event of the death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) shall perform the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The President or any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the Corporation; and shall perform such other duties as from time to time may be assigned to him by the President or the Board of Directors. The office of Vice President, while established by these Bylaws, may be filled or may remain vacant at the discretion of the Board of Directors or the President of the Corporation.

Section 4.4 Secretary

          The Secretary shall: (1) keep minutes of all meetings of the Board of Directors and of all meetings of the Shareholders; (2) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (3) be the custodian of the corporate records and of the seal of the Corporation; (4) keep a register of the post office address if each Shareholder which shall be furnished to the Secretary by such Shareholder; (5) have general charge of the stock transfer books of the Corporation; and (6) in general, shall perform duties incident to the office of Secretary and such other duties as from time to time shall be assigned by the President or the Board of Directors.

Section 4.5 Treasurer

          The Treasurer shall: (1) have charge and custody of and be responsible for all the funds and securities of the Corporation; (2) receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all monies in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these Bylaws; (3) keep such regular books and accounts as may be necessary and appropriate for the orderly management of the Corporation’s affairs, or have such books and accounts kept under his direction and supervision; (4) render statements of such accounts to the President, Directors or Shareholders when so requested; and (5) in general, shall perform all of the duties as from time to time shall be assigned by the President or the Board of Directors. If required by the Board of Directors, the Treasurer shall give bond for the faithful performance of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

7

Section 4.6 Assistant Offices

          One or more offices of Assistant Vice President, Assistant Secretary or Assistant Treasurer may from time to time be established, and persons appointed to such offices shall assist in the performance of the duties of the designated office and such other duties as shall be assigned to them by the Board of Directors, President, Vice President, Secretary or Treasurer, as the case may be.

Section 4.7 Combination of Offices

          Any two (2) of the offices hereinabove enumerated may be held by one and the same person if such person is so elected or appointed, except the offices of President and Secretary.

Section 4.8 Salaries

          The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation.

ARTICLE V

Instruments and Documents:
Contracts, Loans, Checks and Deposits

Section 5.1 Documents and Obligations

          The President or Vice President of the Corporation may sign any deeds, mortgages, bonds, contracts, notes and other evidence of debt, or other instruments or documents which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed.

Section 5.2 Checks

          All checks, drafts or other orders for the payment of money issued in the name of the Corporation shall be signed by such officer or agent of the Corporation, and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 5.3 Attestation

          The Vice President, the Secretary or any Assistant Secretary may attest the execution of any instrument or document by the President or any other duly authorized officer or agent of the Corporation, and may affix the corporate seal in witness thereof, but neither such attestation nor the affixing of the

8

corporate seal shall be required for the effectiveness or validity of any such document or instrument.

Section 5.4 Deposits

          All sums of the Corporation not otherwise employed or needed in the ordinary business affairs of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VI

Stock

Section 6.1 Certificates

          Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or the Vice President, and the Secretary or an Assistant Secretary. All certificates for shares shall be consecutively numbered or otherwise identified. The name and the address of the person to whom the shares represented thereby are issued shall be entered on the stock transfer books of the Corporation together with the number of shares and the date of issue. All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificates shall be issued until the former certificate for a like number of shares shall have been surrendered or cancelled; except that in the case of a lost, destroyed or mutilated certificate, a new certificate may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may determine.

Section 6.2 Transfers of Stock

          Stock shall be transferred on the stock transfer books of the Corporation upon surrender for cancellation of the certificate for such shares only at the direction of the holder thereof, or by his attorney-in-fact duly authorized thereunto in writing. The Corporation shall be protected and have no liability in treating the person in whose name shares stand on the books of the Corporation as the owner thereof for all purposes.

ARTICLE VII

Dividends

          The Board of Directors may, from time to time, declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and the Articles of Incorporation.

9

ARTICLE VIII

Seal

          The Corporation shall have a seal consisting of two concentric circles having in the intermediate space the words W. T. SERVICE CORPORATION and in the center the words “STATE OF CALIFORNIA INCORPORATED APRIL 5, 1963”. Use of the corporate seal shall not be requisite to the validity of any instrument by or on behalf of the Corporation.

ARTICLE IX

Fiscal Year

          The fiscal year of this Corporation shall be as determined by the Board of Directors.

ARTICLE X

Amendments

          These Bylaws may be altered, amended or repeal and new Bylaws may be adopted at any regular or special meeting of the Shareholders, or at any regular or special meeting of the Board of Directors, provided, however, that the Board of Directors shall not alter, amend or repeal any Bylaw provision initially adopted at a meeting of the Shareholders of the Corporation.

          Adopted by the Board of Directors of WESTERN TAX SERVICE at Irvine, California, this 14th day of April, 1988.

/s/ William P. Foley, II  

William P. Foley, II 

/s/ Gregory A. Winters  

Gregory A. Winters 

/s/ Frank P. Willey  

Frank P. Willey 

10

EX-3.17

Exhibit 3.17

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 09/18/2000
001469572 — 3285974

CERTIFICATE OF CORRECTION

OF

CERTIFICATE OF INCORPORATION

OF

FINANCIAL SYSTEMS INTEGRATORS, INC.

(Pursuant to Section 103 (f) of the General
Corporation Law of the State of Delaware)

     I, the undersigned, being the sole incorporator of FINANCIAL SYSTEMS INTEGRATORS, INC., do hereby certify that the Certificate of Incorporation filed on September 8, 2000 contained an inaccurate record.

     ARTICLE FOURTH provided that the total number of shares of stock which the corporation is authorized to is “Six Million (6,000,000) Shares of Common Stock At $.01 Par Value Each Share.”

     ARTICLE FOURTH should read as follows:

“FOURTH. The total number of shares of stock which this corporation is authorized to issue is:

Six Million (6,000,000) Shares of Common Stock At $.0001 Par Value Each Share.”

     I have duly executed this Certificate of Correction of Certificate of Incorporation this eighteenth day of September, A.D. 2000.

/s/ Ines L. Karnai  

Ines L. Karnai 

Incorporator 

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 09/08/2000
001456385 — 3285974

CERTIFICATE OF INCORPORATION

OF

FINANCIAL SYSTEMS INTEGRATORS, INC.

     FIRST. The name of this corporation shall be:

FINANCIAL SYSTEMS INTEGRATORS, INC.

     SECOND. Its registered office in the State of Delaware is to be located at 2711 Centerville Road Suite 400, in the City of Wilmington, County of New Castle and its registered agent at such address is CORPORATION SERVICE COMPANY.

     THIRD. The purpose or purposes of the corporation shall be:

     To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

     FOURTH. The total number of shares of stock which this corporation is authorized to issue is:

Six Million (6,000,000) Shares of Common Stock At $.01 Par Value Each Share.

     FIFTH. The name and address of the incorporator is as follows:

Ines L. Karnai
Corporation Service Company
2711 Centerville Road Suite 400
Wilmington, DE 19808

     SIXTH. The Board of Directors shall have the power to adopt, amend or repeal the by-laws.

     SEVENTH. No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law, (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article Seventh shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

     IN WITNESS WHEREOF, the undersigned, being the incorporator hereinbefore named, has executed, signed and acknowledged this certificate of incorporation this eighth day of September, A.D., 2000.

/s/ Ines L. Karnai  

Ines L. Karnai 

Incorporator 

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 09/08/2000
001456385 — 3285974

CERTIFICATE OF INCORPORATION

OF

FINANCIAL SYSTEMS INTEGRATORS, INC.

     FIRST. The name of this corporation shall be:

FINANCIAL SYSTEMS INTEGRATORS, INC.

     SECOND. Its registered office in the State of Delaware is to be located at 2711 Centerville Road Suite 400, in the City of Wilmington, County of New Castle and its registered agent at such address is CORPORATION SERVICE COMPANY.

     THIRD. The purpose or purposes of the corporation shall be:

     To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

     FOURTH. The total number of shares of stock which this corporation is authorized to issue is:

Six Million (6,000,000) Shares of Common Stock At $.01 Par Value Each Share.

     FIFTH. The name and address of the incorporator is as follows:

Ines L. Karnai
Corporation Service Company
2711 Centerville Road Suite 400
Wilmington, DE 19808

     SIXTH. The Board of Directors shall have the power to adopt, amend or repeal the by-laws.

EX-3.18

Exhibit 3.18

BY-LAWS

OF

Financial Systems Integrators, Inc.

ARTICLE I

OFFICES

          1.1 Registered Office: The registered office shall be established and maintained at and shall be the registered agent of the Corporation in charge hereof.

          1.2 Other Offices: The corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time appoint or the business of the corporation may require, provided, however, that the corporation’s books and records shall be maintained at such place within the continental United States as the Board of Directors shall from time to time designate.

ARTICLE II

STOCKHOLDERS

          2.1 Place of Stockholders’ Meetings: All meetings of the stockholders of the corporation shall be held at such place or places, within or outside the State of Delaware as may be fixed by the Board of Directors from time to time or as shall be specified in the respective notices thereof.

          2.2 Date and Hour of Annual Meetings of Stockholders: An annual meeting of stockholders shall be held each year within five months after the close of the fiscal year of the Corporation.

          2.3 Purpose of Annual Meetings: At each annual meeting, the stockholders shall elect the members of the Board of Directors for the succeeding year. At any such annual meeting any further proper business may be transacted.

          2.4 Special Meetings of Stockholders: Special meetings of the stockholders or of any class or series thereof entitled to vote may be called by the President or by the Chairman of the Board of Directors, or at the request in writing by stockholders of record owning at least fifty (50%) percent of the issued and outstanding voting shares of common stock of the corporation.

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          2.5 Notice of Meetings of Stockholders: Except as otherwise expressly required or permitted by law, not less than ten days nor more than sixty days before the date of every stockholders’ meeting the Secretary shall give to each stockholder of record entitled to vote at such meeting, written notice, served personally by mail or by telegram, stating the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Such notice, if mailed shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address for notices to such stockholder as it appears on the records of the corporation.

          2.6 Quorum of Stockholders: (a) Unless otherwise provided by the Certificate of Incorporation or by law, at any meeting of the stockholders, the presence in person or by proxy of stockholders entitled to cast a majority of the votes thereat shall constitute a quorum. The withdrawal of any shareholder after the commencement of a meeting shall have no effect on the existence of a quorum, after a quorum has been established at such meeting.

               (b) At any meeting of the stockholders at which a quorum shall be present, a majority of voting stockholders, present in person or by proxy, may adjourn the meeting from time to time without notice other than announcement at the meeting. In the absence of a quorum, the officer presiding thereat shall have power to adjourn the meeting from time to time until a quorum shall be present. Notice of any adjourned meeting, other than announcement at the meeting, shall not be required to be given except as provided in paragraph (d) below and except where expressly required by law.

               (c) At any adjourned session at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting originally called but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof, unless a new record date is fixed by the Board of Directors.

               (d) If an adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

          2.7 Chairman and Secretary of Meeting: The President, shall preside at meetings of the stockholders. The Secretary shall act as secretary of the meeting or if he is not present, then the presiding officer may appoint a person to act as secretary of the meeting.

          2.8 Voting by Stockholders: Except as may be otherwise provided by the Certificate of Incorporation or these by-laws, at every meeting of the stockholders each stockholder shall be entitled to one vote for each share of voting stock standing in his name on the books of the corporation on the record date for the meeting. Except as otherwise provided by these by-laws, all elections and questions shall be decided by the vote of a majority in interest of the stockholders present in person or represented by proxy and entitled to vote at the meeting.

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          2.9 Proxies: Any stockholder entitled to vote at any meeting of stockholders may vote either in person or by proxy. Every proxy shall be in writing, subscribed by the stockholder or his duly authorized attorney-in-fact, but need not be dated, sealed, witnessed or acknowledged.

          2.10 Inspectors: The election of directors and any other vote by ballot at any meeting of the stockholders shall be supervised by at least two inspectors. Such inspectors may be appointed by the presiding officer before or at the meeting; or if one or both inspectors so appointed shall refuse to serve or shall not be present, such appointment shall be made by the officer presiding at the meeting.

          2.11 List of Stockholders: (a) At least ten days before every meeting of stockholders, the Secretary shall prepare and make a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.

               (b) During ordinary business hours, for a period of at least ten days prior to the meeting, such list shall be open to examination by any stockholder for any purpose germane to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held.

               (c) The list shall also be produced and kept at the time and place of the meeting during the whole time of the meeting, and it may be inspected by any stockholder who is present.

               (d) The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this Section 2.11 or the books of the corporation, or to vote in person or by proxy at any meeting of stockholders.

          2.12 Procedure at Stockholders’ Meetings: Except as otherwise provided by these by-laws or any resolutions adopted by the stockholders or Board of Directors, the order of business and all other matters of procedure at every meeting of stockholders shall be determined by the presiding officer.

          2.13 Action By Consent Without Meeting: Unless otherwise provided by the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

          

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ARTICLE III

DIRECTORS

          3.1 Powers of Directors: The property, business and affairs of the corporation shall be managed by its Board of Directors which may exercise all the powers of the corporation except such as are by the law of the State of Delaware or the Certificate of Incorporation or these by-laws required to be exercised or done by the stockholders.

          3.2 Number, Method of Election. Terms of Office of Directors: The number of directors which shall constitute the Board of Directors shall be one ( 1 ) unless and until otherwise determined by a vote of a majority of the entire Board of Directors. Each Director shall hold office until the next annual meeting of stockholders and until his successor is elected and qualified, provided, however, that a director may resign at any time. Directors need not be stockholders.

          3.3 Vacancies on Board of Directors; Removal: (a) Any director may resign his office at any time by delivering his resignation in writing to the Chairman of the Board or to the President. It will take effect at the time specified therein or, if no time is specified, it will be effective at the time of its receipt by the corporation. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.

               (b) Any vacancy in the authorized number of directors may be filled by majority vote of the stockholders and any director so chosen shall hold office until the next annual election of directors by the stockholders and until his successor is duly elected and qualified or until his earlier resignation or removal.

               (c) Any director may be removed with or without cause at any time by the majority vote of the stockholders given at a special meeting of the stockholders called for that purpose.

          3.4 Meetings of the Board of Directors: (a) The Board of Directors may hold their meetings, both regular and special, either within or outside the State of Delaware.

               (b) Regular meetings of the Board of Directors may be held at such time and place as shall from time to time be determined by resolution of the Board of Directors. No notice of such regular meetings shall be required. If the date designated for any regular meeting be a legal holiday, then the meeting shall be held on the next day which is not a legal holiday.

               (c) The first meeting of each newly elected Board of Directors shall be held immediately following the annual meeting of the stockholders for the election of officers and the transaction of such other business as may come before it. If such meeting is held at the place of the stockholders’ meeting, no notice thereof shall be required.

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               (d) Special meetings of the Board of Directors shall be held whenever called by direction of the Chairman of the Board or the President or at the written request of any one director.

               (e) The Secretary shall give notice to each director of any special meeting of the Board of Directors by mailing the same at least three days before the meeting or by telegraphing, telexing, or delivering the same not later than the date before the meeting.

               Unless required by law, such notice need not include a statement of the business to be transacted at, or the purpose of, any such meeting. Any and all business may be transacted at any meeting of the Board of Directors. No notice of any adjourned meeting need be given. No notice to or waiver by any director shall be required with respect to any meeting at which the director is present.

          3.5 Quorum and Action: Unless provided otherwise by law or by the Certificate of Incorporation or these by-laws, a majority of the Directors shall constitute a quorum for the transaction of business; but if there shall be less than a quorum at any meeting of the Board, a majority of those present may adjourn the meeting from time to time. The vote of a majority of the Directors present at any meeting at which a quorum is present shall be necessary to constitute the act of the Board of Directors.

          3.6 Presiding Officer and Secretary of the Meeting: The President, or, in his absence a member of the Board of Directors selected by the members present, shall preside at meetings of the Board. The Secretary shall act as secretary of the meeting, but in his absence the presiding officer may appoint a secretary of the meeting.

          3.7 Action by Consent Without Meeting: Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes or proceedings of the Board or committee.

          3.8 Action by Telephonic Conference: Members of the Board of Directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting.

          3.9 Committees: The Board of Directors shall, by resolution or resolutions passed by a majority of Directors designate one or more committees, each of such committees to consist of one or more Directors of the Corporation, for such purposes as the Board shall determine. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee.

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          3.10 Compensation of Directors: Directors shall receive such reasonable compensation for their service on the Board of Directors or any committees thereof, whether in the form of salary or a fixed fee for attendance at meetings, or both, with expenses, if any, as the Board of Directors may from time to time determine. Nothing herein contained shall be construed to preclude any Director from serving in any other capacity and receiving compensation therefor.

ARTICLE IV

OFFICERS

          4.1 Officers, Title, Elections, Terms: (a) The elected officers of the corporation shall be a President, a Treasurer and a Secretary, and such other officers as the Board of Directors shall deem advisable. The officers shall be elected by the Board of Directors at its annual meeting following the annual meeting of the stockholders, to serve at the pleasure of the Board or otherwise as shall be specified by the Board at the time of such election and until their successors are elected and qualified.

               (b) The Board of Directors may elect or appoint at any time, and from time to time, additional officers or agents with such duties as it may deem necessary or desirable. Such additional officers shall serve at the pleasure of the Board or otherwise as shall be specified by the Board at the time of such election or appointment. Two or more offices may be held by the same person.

               (c) Any vacancy in any office may be filled for the unexpired portion of the term by the Board of Directors.

               (d) Any officer may resign his office at any time. Such resignation shall be made in writing and shall take effect at the time specified therein or, if no time has been specified, at the time of its receipt by the corporation. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.

               (e) The salaries of all officers of the corporation shall be fixed by the Board of Directors.

          4.2 Removal of Elected Officers: Any elected officer may be removed at any time, either with or without cause, by resolution adopted at any regular or special meeting of the Board of Directors by a majority of the Directors then in office.

          4.3 Duties: (a) President: The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall supervise and control all the business and affairs of the corporation. He shall, when present, preside at all meetings of the stockholders and of the Board of Directors. He shall see that all orders and resolutions of the Board of Directors are carried into effect (unless any such order or resolution shall provide otherwise), and in general shall perform all duties incident to the office

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of president and such other duties as may be prescribed by the Board of Directors from time to time.

               (b) Treasurer: The Treasurer shall (1) have charge and custody of and be responsible for all funds and securities of the Corporation; (2) receive and give receipts for moneys due and payable to the corporation from any source whatsoever; (3) deposit all such moneys in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by resolution of the Board of Directors; and (4) in general perform all duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. He shall, if required by the Board of Directors, give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

               (c) Secretary: The Secretary shall (1) keep the minutes of the meetings of the stockholders, the Board of Directors, and all committees, if any, of which a secretary shall not have been appointed, in one or more books provided for that purpose; (2) see that all notices are duly given in accordance with the provisions of these by-laws and as required by law; (3) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal, is duly authorized; (4) keep a register of the post office address of each stockholder which shall be furnished to the Secretary by such stockholder; (5) have general charge of stock transfer books of the Corporation; and (6) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

ARTICLE V

CAPITAL STOCK

          5.1 Stock Certificates: (a) Every holder of stock in the corporation shall be entitled to have a certificate signed by, or in the name of, the corporation by the President and by the Treasurer or the Secretary, certifying the number of shares owned by him.

               (b) If such certificate is countersigned by a transfer agent other than the corporation or its employee, or by a registrar other than the corporation or its employee, the signatures of the officers of the corporation may be facsimiles, and, if permitted by law, any other signature may be a facsimile.

               (c) In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of issue.

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               (d) Certificates of stock shall be issued in such form not inconsistent with the Certificate of Incorporation as shall be approved by the Board of Directors, and shall be numbered and registered in the order in which they were issued.

               (e) All certificates surrendered to the corporation shall be canceled with the date of cancellation, and shall be retained by the Secretary, together with the powers of attorney to transfer and the assignments of the shares represented by such certificates, for such period of time as shall be prescribed from time to time by resolution of the Board of Directors.

          5.2 Record Ownership: A record of the name and address of the holder of such certificate, the number of shares represented thereby and the date of issue thereof shall be made on the corporation’s books. The corporation shall be entitled to treat the holder of any share of stock as the holder in fact thereof, and accordingly shall not be bound to recognize any equitable or other claim to or interest in any share on the part of any other person, whether or not it shall have express or other notice thereof, except as required by law.

          5.3 Transfer of Record Ownership: Transfers of stock shall be made on the books of the corporation only by direction of the person named in the certificate or his attorney, lawfully constituted in writing, and only upon the surrender of the certificate therefor and a written assignment of the shares evidenced thereby. Whenever any transfer of stock shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer if, when the certificates are presented to the corporation for transfer, both the transferor and the transferee request the corporation to do so.

          5.4 Lost, Stolen or Destroyed Certificates: Certificates representing shares of the stock of the corporation shall be issued in place of any certificate alleged to have been lost, stolen or destroyed in such manner and on such terms and conditions as the Board of Directors from time to time may authorize.

          5.5 Transfer Agent; Registrar; Rules Respecting Certificates: The corporation may maintain one or more transfer offices or agencies where stock of the corporation shall be transferable. The corporation may also maintain one or more registry offices where such stock shall be registered. The Board of Directors may make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of stock certificates.

          5.6 Fixing Record Date for Determination of Stockholders of Record: The Board of Directors may fix, in advance, a date as the record date for the purpose of determining stockholders entitled to notice of, or to vote at, any meeting of the stockholders or any adjournment thereof, or the stockholders entitled to receive payment of any dividend or other distribution or the allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or to express consent to corporate action in writing without a meeting, or in order to make a determination of the stockholders for the purpose of any other lawful action. Such record date in any case shall be not more than sixty days nor less than ten days before the date of a meeting of the stockholders, nor more than sixty days prior to any other action requiring such determination of the stockholders. A determination of stockholders of record entitled to notice or to vote at a meeting of stockholders shall apply to any adjournment

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of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

          5.7 Dividends: Subject to the provisions of the Certificate of Incorporation, the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon the capital stock of the corporation as and when they deem expedient. Before declaring any dividend there may be set apart out of any funds of the corporation available for dividends, such sum or sums as the Board of Directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the Board of Directors shall deem conducive to the interests of the corporation.

ARTICLE VI

SECURITIES HELD BY THE CORPORATION

          6.1 Voting: Unless the Board of Directors shall otherwise order, the President, the Secretary or the Treasurer shall have full power and authority, on behalf of the corporation, to attend, act and vote at any meeting of the stockholders of any corporation in which the corporation may hold stock, and at such meeting to exercise any or all rights and powers incident to the ownership of such stock, and to execute on behalf of the corporation a proxy or proxies empowering another or others to act as aforesaid. The Board of Directors from time to time may confer like powers upon any other person or persons.

          6.2 General Authorization to Transfer Securities Held by the Corporation (a) Any of the following officers, to wit: the President and the Treasurer shall be, and they hereby are, authorized and empowered to transfer, convert, endorse, sell, assign, set over and deliver any and all shares of stock, bonds, debentures, notes, subscription warrants, stock purchase warrants, evidence of indebtedness, or other securities now or hereafter standing in the name of or owned by the corporation, and to make, execute and deliver, under the seal of the corporation, any and all written instruments of assignment and transfer necessary or proper to effectuate the authority hereby conferred.

               (b) Whenever there shall be annexed to any instrument of assignment and transfer executed pursuant to and in accordance with the foregoing paragraph (a), a certificate of the Secretary of the corporation in office at the date of such certificate setting forth the provisions of this Section 6.2 and stating that they are in full force and effect and setting forth the names of persons who are then officers of the corporation, then all persons to whom such instrument and annexed certificate shall thereafter come, shall be entitled, without further inquiry or investigation and regardless of the date of such certificate, to assume and to act in reliance upon the assumption that the shares of stock or other securities named in such instrument were theretofore duly and properly transferred, endorsed, sold, assigned, set over and delivered by the corporation, and that with respect to such securities the authority of these provisions of the by-laws and of such officers is still in full force and effect.

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ARTICLE VII

MISCELLANEOUS

          7.1 Signatories: All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

          7.2 Seal: The seal of the corporation shall be in such form and shall have such content as the Board of Directors shall from time to time determine.

          7.3 Notice and Waiver of Notice: Whenever any notice of the time, place or purpose of any meeting of the stockholders, directors or a committee is required to be given under the law of the State of Delaware, the Certificate of Incorporation or these by-laws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the holding thereof, or actual attendance at the meeting in person or, in the case of any stockholder, by his attorney-in-fact, shall be deemed equivalent to the giving of such notice to such persons.

          7.4 Indemnity: The corporation shall indemnify its directors, officers and employees to the fullest extent allowed by law, provided, however, that it shall be within the discretion of the Board of Directors whether to advance any funds in advance of disposition of any action, suit or proceeding, and provided further that nothing in this section 7.4 shall be deemed to obviate the necessity of the Board of Directors to make any determination that indemnification of the director, officer or employee is proper under the circumstances because he has met the applicable standard of conduct set forth in subsections (a) and (b) of Section 145 of the Delaware General Corporation Law.

          7.5 Fiscal Year: Except as from time to time otherwise determined by the Board of Directors, the fiscal year of the corporation shall end on

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EX-3.19

Exhibit 3.19

State of Delaware
Secretary of State
Division of Corporations
Delivered 05:32 PM 09/12/2006
FILED 05:32 PM 09/12/2006
SRV 060843081 — 4218715 FILE

State of Delaware

Limited Liability Company

Certificate of Formation

• First: The name of the limited liability company is: FIS Capital Markets, LLC.

• Second: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The Corporation Trust Company.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this September 12, 2006.

By:	/s/ Michael L. Gravelle
	Authorized Person
	Name: Michael L. Gravelle

EX-3.20

Exhibit 3.20

FIS Capital Markets, LLC
A Delaware Limited Liability Company

OPERATING AGREEMENT

September 12, 2006

     This Operating Agreement is adopted as of September 12, 2006, by Fidelity National Information Solutions, Inc., a Delaware corporation (the “Member”) in connection with the operation of FIS Capital Markets, LLC, a Delaware limited liability company. Certain capitalized words used herein have the meanings set forth in Section 2 hereof.

1. ORGANIZATION

1.1	General. FIS Capital Markets, LLC (the “Company”) was formed as a Delaware limited liability company by the execution and filing of the Certificate of Formation with the Delaware Secretary of State in accordance with the Act, and the rights and liabilities of the Member shall be as provided in such Act, as may be modified in this Agreement. In the event of a conflict between the provisions of the Act and the provisions of this Agreement, the provisions of this Agreement shall prevail unless the Act specifically provides that an operating agreement may not change the provision in question.
1.2	Business Purpose. The Company may engage in any lawful business activity in which a Delaware limited liability company may engage, as determined from time to time by the Member, except that the Company shall not engage in the trust company business or in the business of banking or insurance.
1.3	Name and Address of Company. The business of the Company shall be conducted under the name “FIS Capital Markets, LLC”, and its initial principal office shall be located at the following address: 601 Riverside Avenue, Jacksonville, FL 32204. The principal office address may be changed from time to time as directed by the Member.
1.4	Term. The term of this Agreement shall be coterminous with the period of duration of the Company as provided in the Certificate, which is perpetual unless sooner terminated as provided in this Agreement.
1.5	Required Filings. The Member shall cause to be executed, filed, recorded, or published, such certificates and documents as may be required by this Agreement or by law in connection with the formation and operation of the Company.

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1.6	Registered Agent. The Company’s initial registered agent shall be as provided in the Certificate. The registered agent may be changed from time to time by the Member by causing the filing of the name of the new registered agent in accordance with the Act.
1.7	Tax Status. The Company shall be treated as a disregarded entity of the Member for federal and state income tax purposes.

2. DENIFITIONS

For purposes of this Agreement, the terms defined herein below shall have the following meaning unless the context clearly requires a different interpretation:

2.1	“Act” shall mean the Delaware Limited Liability Company Act, codified in the Delaware Statutes under Title 6, Section 18:101, et seq., as may be amended from time to time.
2.2	“Agreement” shall mean this Operating Agreement of the Company.
2.3	“Capital Contributions” shall mean the contributions to the capital of the Company by the Member, as provided in Section 3.1 hereof.
2.4	“Certificate” shall mean the Certificate of Formation of the Company filed with the Delaware Secretary of State, as may be amended from time to time.
2.5	“Company” shall refer to the limited liability company created pursuant to the Certificate as governed by this Agreement.
2.6	“Distributions” shall mean any cash (or property to the extent applicable) distributed to the Member arising from his ownership in the Company.
2.7	“Member” shall mean Fidelity National Information Solutions, Inc., a Delaware corporation
2.8	“Net Income” and “Net Losses” shall mean the net income and net losses, respectively, of the Company as determined for federal income tax purposes.

3. CAPITAL

3.1	Capital Contributions. The Member may make contributions to the capital of the Company from time to time in its sole and absolute discretion.
3.2	Interest. The Member shall not receive interest on its contributions to the capital of the Company.

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4. FINANCIAL

4.1	Fiscal Year. The fiscal year of the Company shall end on December 31, unless the Member determines that some other fiscal year would be more appropriate and obtains the consent of the Internal Revenue Service to use that other fiscal year.
4.2	Expenses of the Company. The Company shall pay or reimburse to the Member any expenses incurred by the Member on behalf of the Company.
4.3	Net Income, Net Losses and Distribution. All Net Income and Net Losses shall be allocated to the Member. Cash and other assets shall be distributed at such times and in such amounts as determined by the Member in its sole discretion.

5. MANAGEMENT

5.1	Management of the Company. The operations and affairs of the Company shall be administered by the Member. The Member shall have all authority, rights, and powers conferred by law and those necessary or appropriate to carry out the purposes of the Company as set forth in Section 1.2.
5.2	Authority of the Member. The Member is an agent of the Company for the purpose of its business or affairs, and the act of the Member, including, but not limited to, the execution in the name of the Company, of any instrument, for the apparent purpose of carrying on in the usual way the business or affairs of the Company, binds the Company, unless the Member has, in fact, no authority to act for the Company in the particular matter and the person with whom the Member is dealing has actual knowledge of the fact that the member has no such authority.
5.3	Appointment and Duties of Officers.
(a)	Appointment of Officers. In connection with the management of the operations and affairs of the Company, the Member may, but is not required to, appoint officers of the Company. The officers of this Company may include a President, a Vice President, a Secretary, and a Chief Financial Officer. The Member, at its discretion, may also appoint such other officers, as it deems appropriate. Each officer shall exercise such powers and perform such duties as are prescribed herein or as determined by the Member. Any number of offices may be held by the same person. An officer need not be a Member of the Company.

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(b)	Term of Office. The Member may appoint officers to serve for any period of time that it deems appropriate. Each officer shall hold office and perform such duties appurtenant thereto until he or she shall resign or shall be removed or otherwise be disqualified to serve, or until a successor to such office is appointed upon the expiration of his or her term if a term is specified.
(c)	Removal and Resignation. Any officer may be removed, either with or without cause, by the Member or by any officer upon whom such power of removal may be conferred by the Member (subject, in each case, to the rights, if any, of an officer under any contract of employment). Any officer may resign at any time by giving written notice to the Member or to the Secretary of the Company, without prejudice, however, to the rights, if any, of the Company under any contract to which such officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
(d)	Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled, if at all, in the manner prescribed in this Agreement for regular appointments to such office.
(e)	President. The President shall be the Chief Executive Officer of the Company and shall, subject to the control of the Member, have general supervision, direction, and control of the business and officers of the Company.
(f)	Vice President. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Member or, if not ranked, the Vice President designated by the Member, shall perform all the duties of the President, and when so acting shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Member.
(g)	Secretary. The Secretary shall record or cause to be recorded, and shall keep or cause to be kept, at the Company’s principal executive office and such other place as the Member may order, a book of minutes of written actions taken by the Member. The Secretary shall keep, or cause to be kept, at the Company’s principal executive office (i) a current list of the full name and last known business or residence address of each Member and of each holder of an economic interest in the Company, together with the Capital Contribution and the Percentage Interest of each Member, (ii) a copy of the Certificate, and all amendments thereto, (iii) copies of the Company’s federal, state and local income tax or information returns and reports, if any, for the six most recent taxable years, (iv) a copy of this Agreement, and any amendments thereto, (v) copies of any written executed powers of attorney executed in relation to the Agreement and Certificate, (vi) copies of the financial statements of the Company, if any, for the six most recent fiscal years, and (vii) the books and records of the Company as

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they relate to the internal affairs of the Company for at least the current and past four fiscal years.

(h) Chief Financial Officer. The Chief Financial Officer of the Company shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and Capital Accounts. The books of account shall at all reasonable times be open to inspection by the Member. The Chief Financial Officer shall deposit all monies and other valuables in the name and to the credit of the Company with such depositories as may be designated by the Member. The Chief Financial Officer shall disburse the funds of the Company as may be ordered by the Member, shall render to the President and the Member, whenever they request it, an account of all of his or her transactions as Chief Financial Officer and of the financial condition of the Company, and shall have such other powers and perform such other duties as may be prescribed by the Member.

6. LIABILITY OF THE MEMBER

6.1 Liability of Member. Except as specifically provided in the Act, the Member shall not be liable for the debts, liabilities, contracts, or any other obligations of the Company.

7. DISSOLUTION AND TERMINATION OF THE COMPANY

7.1 Events Causing Cancellation. Notwithstanding any provisions of the Act, the Company shall be dissolved and its affairs shall be wound up only upon the earliest to occur of the following events:

(a)	The written consent of the Member; or
(b)	Entry of a decree of judicial dissolution pursuant to the Act.

7.2

Certification of Dissolution. As soon as possible following the occurrence of any of the events specified in Section 7.1, the Member, or its legal representative, shall execute a Certificate of Cancellation in such form as shall be prescribed by the Delaware Secretary of State and file such Certificate as required by the Act.

7.3

Distribution on Dissolution. In the event of dissolution, the Member shall take full account of the Company’s assets and liabilities, shall liquidate the assets as promptly as is consistent with obtaining their fair value, or, if the assets cannot be sold, they shall be valued and distributed in kind, and shall apply and distribute the proceeds or assets in the following order: (a) To the payment of

5

creditors of the Company; (b) To the creation of any reserves which the Member deems reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company; (c) To the repayment of any outstanding loans made by the Member to the Company; and (d) The remaining balance to the Member.

8. INDEMNIFICATION

8.1

General. The Company, its receiver or its trustee, shall indemnify, defend and save harmless the Member and officers of the Member and the Company from any claims, liability, loss or damage incurred by the Member by reason of any act performed or omitted to be performed by the Member in connection with the business of the Company, including costs and attorney’s fees and any amounts expended in the settlements of any claims of liability, loss or damage; provided that if the liability, loss or claim arises out of any action or inaction of the member: (a) the Member must have determined, in good faith, that its course of conduct was in the best interests of the Company; and (b) the action or inaction did not constitute fraud, breach of fiduciary duty, gross negligence or willful malfeasance by the Member; and, provided further, that the indemnification shall be recoverable only from the assets of the Company. The Company may, however purchase and pay for that insurance, including extended coverage liability and casualty and worker’s compensation, as would be customary for any person engaging in a similar business, and name the Member as additional or primary insured parties.

8.2

Advancement of Expenses. The Company shall advance all expenses incurred by the Member in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding referenced in Section 8.1 hereof. The Member shall repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that the Member is not entitled to be indemnified by the Company as authorized hereby. The advances to be made hereunder shall be paid by the Company to the Member within ten (10) days following delivery of a written request therefore by the Member to the Company.

9. MISCELLANEOUS

9.1	Binding on Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors and permitted assigns of the Member.
9.2	Severability. If any provision of this Agreement is declared by a court of competent jurisdiction to be void or unenforceable, such provision shall be deemed severed from the remainder of this Agreement and the balance of this Agreement shall remain in effect.

6

9.3	Notices. All notices under this Agreement shall be in writing and shall be given to the person entitled thereto, by personal service, or by mail, first class postage prepaid and addressed to the address maintained by the Company for that person or at any other address that he or she specifies in writing.
9.4	Captions. Paragraph titles or captions contained in this Agreement are inserted only as a matter of convenient reference. The title and captions in no way define, limit, extend, or describe the scope of this Agreement nor the intent of any provision hereof.
9.5	Gender. Whenever required by the context, the masculine shall include the feminine and neuter genders, and vice versa; and the word “person” shall include a corporation, partnership, firm, or other form of association; the singular shall include the plural, and vice versa.
9.6	Choice of Law. Except as necessary to ensure compliance with the Act, this Agreement shall be construed under the laws of the State of Delaware as if this Agreement were executed in and to be performed entirely within the Delaware.

     IN WITNESS WHEREOF, the undersigned, being the sole member of FIS Capital Markets, LLC, has executed this Operating Agreement as of the date first above written.

MEMBER Fidelity National Information Solutions, Inc. A Delaware corporation
By:	/s/ Todd C. Johnson
	Todd C. Johnson
	Senior Vice President and Secretary

7

EX-3.21

Exhibit 3.21

A0658990

State of California
Secretary of State

     I, DEBRA BOWEN, Secretary of State of the State of California, hereby certify:

     That the attached transcript of 1 page(s) has been compared with the record on file in this office, of which it purports to be a copy, and that it is full, true and correct.

	IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of MAR 31 2007
	/s/ DEBRA BOWEN
	DEBRA BOWEN  Secretary of State

Sec/State Form CE-107 (REV 1/2007)  OSP 06 99734

A0658990

ENDORSED — FILED
In the office of the Secretary of State
of the State of California

MAR 29 2007

CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION

The undersigned certify that:

1.	They are the president and the secretary, respectively, of International Data Management Corporation, a California corporation.
2.	Article 1 of the Articles of Incorporation of this corporation is amended to read as follows:
	The name of this corporation is FIS Data Services, Inc.
3.	The foregoing amendment of Articles of Incorporation has been duly approved by the board of directors.
4.	The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902, California Corporations Code. The total number of outstanding shares of the corporation is one (1). The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge

Date: March 9, 2007

/s/ Eric D. Swenson  

Eric D. Swenson, President  

/s/ Todd C. Johnson  

Todd C. Johnson, Secretary 

1648205

ENDORSED FILED
In the office of the Secretary of State
of the State of California

AUG 23 1989

MARCH FONG EU, Secretary of State

ARTICLES OF INCORPORATION
OF
INTERNATIONAL DATA MANAGEMENT CORPORATION

I

          The name of this corporation is:

          INTERNATIONAL DATA MANAGEMENT CORPORATION

II

          The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business, or the practice of a profession permitted to be incorporated by the California Corporations Code.

III

          The name and address in California of this corporation’s initial agent for service of process is:

David Nitka
416 South Hudson Avenue
Los Angeles, California 90020

IV

          This corporation is authorized to issue only one class of shares, designated Common Stock, and the total number of shares which this corporation is authorized to issue is One Million (1,000,000).

V

          The liability of the directors of this corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

VI

          This corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code) through bylaw provisions, agreements with agents, vote of shareholders or disinterested

directors, or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject only to the applicable limits set forth in Section 204 of the California Corporations Code with respect to actions for breach of duty to the corporation and its shareholders.

          Dated: August 18, 1989.

/s/ William F. Rinehart  

William F. Rinehart 

Incorporator 

2

CERTIFICATE OF SOLE INCORPORATOR

          (1) I am the sole incorporator named in the original Articles of Incorporation of International Data Management Corporation, a California corporation, as filed with the California Secretary of State on August 23, 1989.

          (2) The foregoing Bylaws, comprising 22 pages, constitute the original Bylaws of said corporation as duly adopted by me as sole incorporator of the corporation on August 24, 1989.

          (3) At the time of adoption of said Bylaws, said corporation had no directors, no stock outstanding and no shareholders.

          IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said corporation as of this 24th day of August, 1989.

/s/ William F. Rinehart  

William F. Rinehart  

Sole Incorporator 

EX-3.22

Exhibit 3.22

EXHIBIT “A”

INTERNATIONAL DATA MANAGEMENT CORPORATION

AMENDED AND RESTATED BYLAWS
Effective December 30, 2005

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office shall be in the State of Delaware.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. Time and Place of Meetings. All meetings of the shareholders shall be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meetings. Annual meetings of shareholders shall be held on the first Tuesday of April, if not a legal holiday, and if a legal holiday, then on the next business day following, or at such other date as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. At the annual meeting, the shareholders entitled to vote thereat shall elect a Board of Directors and transact such other business as may properly be brought before the meeting.

Section 3. Special Meetings. Special meetings of the shareholders, unless otherwise prescribed by statute or provided by the Articles of Incorporation or these bylaws, may be called by the President or the Board of Directors or by the holders of at least 10% of all shares entitled to vote at the meeting. Business conducted at any special meeting shall be confined to the purpose or purposes described in the notice thereof.

Section 4. Notice. Written or printed notice stating the place, day and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 calendar days (20 days in the case of a meeting to approve a plan of merger or exchange) nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the President,

International Data Management Corporation
Amended and Restated Bylaws
December 30, 2005

the Secretary or the officer or other person calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his or its address as it appears on the share transfer records of the Corporation, with postage prepaid.

Section 5. Quorum. A quorum shall be present at a meeting of shareholders if the holder or holders of a majority of the shares entitled to vote are present in person, represented by duly authorized representative in the case of a corporation or other legal entity or represented by proxy, unless otherwise provided in the Articles of Incorporation. Unless otherwise provided in the Articles of Incorporation or these bylaws, once a quorum is present at a duly constituted meeting of shareholders, the shareholders present or represented at the meeting may conduct such business as may be properly brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any shareholder present or represented shall not affect the presence of a quorum at the meeting. Unless otherwise provided in the Articles of Incorporation or these bylaws, the shareholders entitled to vote and present or represented at a meeting of shareholders at which a quorum is not present may adjourn the meeting until such time and to such place as may be determined by a vote of the holders of a majority of the shares represented at the meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be conducted which might have been conducted at the meeting as originally notified.

Section 6. Voting. With respect to any matter, other than the election of directors or a matter for which the affirmative vote of the holders of a specified portion of the shares is required by statute, the affirmative vote of the holders of a majority of the shares entitled to vote on that matter and represented at a meeting of shareholders at which a quorum is present shall be the act of the shareholders, unless otherwise provided in the Articles of Incorporation or these bylaws. Unless otherwise provided in the Articles of Incorporation of these bylaws, directors shall be elected by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present.

Section 7. Method of Voting. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the Articles of Incorporation provide for more or less than one vote per share or limit or deny voting rights to the holders of the shares of any class or series or as otherwise provided by statute. A shareholder may vote in person, by duly authorized representative in the case of a corporation or other legal entity or by proxy executed in writing by the shareholder or by his or its duly authorized attorney-in-fact. Each proxy shall be filed with the Secretary of the Corporation prior to the time of the meeting.

Section 8. Action Without Meeting. Unless otherwise provided in the Articles of Incorporation, any action required or permitted to be taken at any meeting of the shareholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall have been signed

2

International Data Management Corporation
Amended and Restated Bylaws
December 30, 2005

by the holder or holders of all the shares entitled to vote with respect to the action that is the subject of the consent.

ARTICLE III

DIRECTORS

Section 1. Responsibilities. The powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, its Board of Directors.

Section 2. Number; Term. The number of initial directors shall be no less than one (1) and no more than three (3). The number of directors shall be fixed from time to time by the Board of Directors or by the shareholders at the annual or a special meeting if this bylaw is amended to provide for more than one director. No decrease in the number of directors shall have the effect of shortening the term of an incumbent director. The directors shall be elected at the annual meeting of the shareholders, except as provided in Section 3 below. At each annual meeting, the holders of shares entitled to vote in the election of directors shall elect directors to hold office until the next succeeding annual meeting. Unless removed in accordance with the Articles of Incorporation or this Section, each director elected shall hold office for the term for which he is elected and until his successor shall have been elected and qualified. Directors need not be residents of the State of Delaware or shareholders of the Corporation. At any meeting of shareholders called expressly for that purpose, any director or the entire Board of Directors may be removed, with or without cause, by the affirmative vote of the holder or holders of a majority of the shares then entitled to vote at an election of directors.

Section 3. Vacancies; Increases. Any vacancy occurring in the Board of Directors (by death, resignation, removal or otherwise) may be filled by election at an annual or special meeting of shareholders called for that purpose, by the affirmative vote of a majority of the remaining directors then in office, though less than a quorum, or by a sole remaining director. Each director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual or special meeting of shareholders called for that purpose or by the Board of Directors for a term of office continuing only until the next election of one or more directors by the shareholders; provided, however, that the Board of Directors may not fill more than two such directorships during the period between any two successive annual meetings of shareholders.

Section 4. Place of meetings. Meetings of the Board of Directors, regular or special, may be held either within or without the State of Delaware.

3

International Data Management Corporation
Amended and Restated Bylaws
December 30, 2005

Section 5. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and at such place as shall from time to time be determined by the Board of Directors. Regular meetings of the Board of Directors may be held without notice.

Section 6. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of by the President and shall be called by the Secretary on the written request of at least two directors. Written notice specifying the time and place of special meetings shall be given to each director at least three days before the date of the meeting. Such notice may, but need not, specify the purpose or purposes of the meeting.

Section 7. Quorum; Majority Vote. At all meetings, a majority of the number of the directors fixed in the manner provided in these bylaws shall constitute a quorum for the transaction of business unless a greater number is specifically required by statute or provided in the Articles of Incorporation or these bylaws. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise specifically required by statute or provided in the Articles of Incorporation or these bylaws, in which case the express provision shall control. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 8. Minutes. The Board of Directors shall keep regular minutes of its proceedings. The minutes shall be placed in the minute book of the Corporation.

Section 9. Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees, each of which shall be comprised of one or more members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified members, at any meeting of that committee. Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these bylaws, shall have and may exercise all of the authority of the Board of Directors, except as otherwise provided by statute. The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law, Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 10. Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. Such minutes shall be place in the minute book of the Corporation.

Section 11. Action Without Meeting. Unless otherwise restricted by the Articles of Incorporation or these bylaws, any action required or permitted to be taken at a meeting of the Board of Directors or any committee may be taken without a meeting if a consent

4

International Data Management Corporation
Amended and Restated Bylaws
December 30, 2005

in writing, setting forth the action so taken, is signed by all the members of the Board of Directors or committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting.

ARTICLE IV

NOTICES

Section 1. Method. Whenever by statute, the Articles of Incorporation, these bylaws or otherwise, notice is required to be given to a director or shareholder, and no provision is made as to how the notice shall be given, it shall not be construed to be personal notice, but any such notice may be given; (a) in writing, by mail, postage prepaid, addressed to the director at the last address known by the Corporation for such director or shareholder at the address appearing on the share transfer records of the Corporation, or (b) in any other method permitted by law. Any notice required or permitted to be given by mail shall be deemed given at the time when the same is deposited in the United States mail.

Section 2. Waiver. Whenever by statute, the Articles of Incorporation or these bylaws, any notice is required to be given to a director or shareholder, a waiver thereof in writing, signed by the person or persons entitled to such notice, or in the case of a corporation or other legal entity by its duly authorized representative, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

ARTICLE V

OFFICERS

Section 1. Number. The officers of the Corporation shall consist of a President and a Secretary, each of whom shall be elected by the Board of Directors. The Board of Directors may also elect such other officers as they deem necessary or desirable, including a Chairman of the Board, a Treasurer, a Controller and one or more Vice Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and Assistant Controllers. All officers of the Corporation shall hold office at the pleasure of the Board of Directors. The same person may, at the discretion of the Board of Directors, hold any two or more offices.

5

International Data Management Corporation
Amended and Restated Bylaws
December 30, 2005

Section 2. Appointed Officers. The President may appoint such other officers and agents as he shall deem necessary or desirable who shall hold their offices for such terms as the President shall determine.

Section 3. Removal. Any officer elected by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby.

Section 4. Compensation. The compensation of all officers and agents of the Corporation who are also directors of the Corporation shall be fixed by the Board of Directors. The Board of Directors may delegate the power to fix the compensation of all other officers and agents of the Corporation to an officer of the Corporation.

Section 5. Duties. The officers of the Corporation, whether elected or appointed, shall have such authority and shall perform such duties as are customarily incident to their respective offices, or as may be specified from time to time by resolution of the Board of Directors regardless of whether such authority and duties are customarily incident to such office.

ARTICLE VI

CERTIFICATE OF STOCK

     Every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of, the Corporation, by the President or the Vice President, and by the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation.

ARTICLE VII

INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Each person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust or other enterprise or employee benefit plan (including he heirs, executors, administrators or estate of such person) shall be indemnified by the Corporation to the fullest extent that a corporation is required or permitted to grant indemnification to such person under the Delaware General Corporation Law, as the same exists or may hereafter be amended. Reasonable expenses incurred by a director, officer, employee or agent of the Corporation who was, is or is threatened to be made a named defendant or respondent in a proceeding shall be paid or

6

International Data Management Corporation
Amended and Restated Bylaws
December 30, 2005

reimbursed by the Corporation, in advance of the final disposition of the proceeding, to the maximum extent permitted under Delaware law, as the same exists or may hereafter be amended. The right to indemnification under this Article shall be a contract right. In the event of the death of any person having a right of indemnification under this Article, such right will inure to the benefit of his or her heirs, executors, administrators and personal representatives. The rights under this Article will not be exclusive of any other right which any person may have or hereinafter acquire under any statute, bylaw, resolution of shareholders of directors, agreement or otherwise.

ARTICLE VIII

GENERAL PROVISIONS

     Section 1. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate

     Section 2. Fiscal Year. The fiscal year of the Corporations shall be fixed by resolution of the Board of Directors.

     Section 3. Telephone and Similar Meetings. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, the shareholders, members of the Board of Directors or members of any committee of the Board of Directors may participate in and hold a meeting of such shareholders, the Board of Directors or committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meting is not lawfully called or convened.

     Section 4. Distributions and Share Dividends. Subject to statute and any provision of the Articles of Incorporation, distributions in the form of cash or property or share dividends may be declared by the Board of Directors at any regular or special meeting.

     Section 5. Amendment of Bylaws. Unless otherwise provided by law, the Articles of Incorporation or these bylaws, these bylaws may be altered, amended or repealed, or new bylaws may be adopted, by the shareholders or the Board of Directors, subject to the shareholders providing in amending, repealing or adopting a particular bylaw that it may not be amended or repealed by the Board of Directors.

7

EX-3.23

Exhibit 3.23

COPY

FILED

DEC 11 2007

JESSE WHITE
SECRETARY OF STATE

State of California
Secretary of State

     I, DEBRA BOWEN, Secretary of State of the State of California, hereby certify:

     That the attached transcript of 1 page(s) was prepared by and in this office from the record on file, of which it purports to be a copy, and that it is full, true and correct.

	IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of
	DEC 01 2007
	/s/ Debra Bowen
	DEBRA BOWEN  Secretary of State

Sec/State Form CE 108 (REV 1/2007) OSP 06 99733

A0668046

FILED
In the Office of the Secretary of State
of the State of California

OCT 10 2007

CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION

The undersigned certify that:

1.	They are the president and the secretary, respectively, of Fidelity National Tax Service, Inc., a California corporation.
2.	Article I of the Articles of Incorporation of this corporation is amended to read as follows:
	The name of this corporation is FIS Tax Services, Inc.
3.	The foregoing amendment of Articles of Incorporation has been duly approved by the board of directors.
4.	The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902, California Corporations Code. The total number of outstanding shares of the Common Stock of the corporation is two hundred thousand (200,000) and the total number of outstanding shares of the Series A Preferred Stock is one hundred sixty thousand (160,000). The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge

Date: September 11, 2007

/s/ Eric D. Swenson  

Eric D. Swenson, President 

/s/ Todd C. Johnson  

Todd C. Johnson, Secretary 

A488258

A488258

ENDORSED
FILED

In the office of the Secretary of State
of the State of California

FEB 26 1997

/s/ Bill Jones

BILL JONES, Secretary of State

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

     Christopher M. McCreary and M’Liss Jones Kane certify that:

1.	They are the Chief Executive Officer and Secretary, respectively, of CRM, Inc., a California corporation.
2.	Article FIRST of the Articles of Incorporation of this corporation is amended to read as follows:

Article FIRST: The name of the corporation is FIDELITY NATIONAL TAX SERVICE, INC.

3.	The foregoing Amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporations Code. The total number of outstanding shares of the corporation is 200,000. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.
4.	The foregoing Amendment of Articles of Incorporation has been duly approved by the Board of Directors.

     We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

DATE: December 18, 1996	/s/ Christopher M. McCreary
	Christopher M. McCreary, Chief Executive Officer
	/s/ M’Liss Jones Kane
	M’Liss Jones Kane, Secretary

A483338

FILED

In the office of the Secretary of State
of the State of California

OCT 28 1996

/s/ Bill Jones

BILL JONES, Secretary of State

1257476

CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION

Christopher M. McCreary and Alan H. Martin certify that:

     1. They are the president and the secretary, respectively, of CRM, Inc., a California corporation.

     2. Article FOURTH of the articles of Incorporation of this corporation is amended to read as follows:

     “FOURTH: This corporation is authorized to issue two classes of shares to be designated, respectively, Common Stock and Preferred Stock. The total number of shares of Common Stock which this corporation is authorized to issue is Three Hundred Thousand (300,000), and the total number of shares of Preferred Stock which this corporation is authorized to issue is One Hundred Sixty Thousand (160,000), all of which shares are designated “Series A Preferred Stock”.

     The relative rights, preferences, privileges and restrictions granted to or imposed on the respective classes of the shares of capital stock or the holders thereof are as follows:

          1. Dividends. The holders of the Series A Preferred Stock shall be entitled when and as declared by the board of directors of the corporation, out of funds legally available therefore, dividends payable in preference and priority to any payment of any dividend on Common Stock of the Corporation. No dividend or distribution shall be declared or paid on any shares of Common Stock or other shares of capital stock (other than dividends payable solely in Common Stock of the corporation) in any fiscal year unless (i) a dividend in the amount of at least $1.10 per share of Series A Preferred Stock has been previously declared and paid or set apart during that fiscal year and (ii) in addition, at the time of the declaration of the dividend with respect to the Common Stock or other shares of capital stock, an equivalent dividend or distribution is paid or declared and set aside for payment on the Series A Preferred Stock (on an as-if converted to Common Stock basis). The right to dividends on shares of Series A Preferred Stock shall not be

1

cumulative, and no right shall accrue to the holders of Series A Preferred Stock under this paragraph (i) by reason of the fact that dividends on such shares are not declared in any prior period or (ii), in any event, unless declared by the board of directors of the corporation.

          For the purposes of this Section I, a “distribution” shall mean the transfer of cash or other property without consideration by way of a dividend or otherwise, payable other than in Common Stock, or the purchase or redemption of shares of the corporation (other than repurchases at cost of Common Stock issued to or held by employees, officers, directors or consultants of the Corporation or its subsidiaries pursuant to agreements providing for the rights of such repurchase) for cash or property.

          2. Liquidation Preference. In the event of any liquidation, dissolution, or winding up of the corporation, either voluntary or involuntary, distributions to the shareholders of the corporation shall be made in the following manner:

               (a) The holders of the Series A Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the corporation to the holders of the Common Stock by reason of their ownership of such shares, an amount equal to Twenty-Two Dollars ($22) per share for each share of Series A Preferred Stock then held by them, plus an amount equal to 5% per annum, compounded annually, of Twenty-Two Dollars ($22) multiplied by a fraction, the numerator of which is the number of days from the date such share of Series A Preferred Stock was first issued (the Original Issue Date”) through and including the date of such liquidation, dissolution or winding up and the denominator of which is 365. minus an amount equal to all dividends per share on the Series A Preferred Stock paid since the Original Issue Date. If the assets and funds thus distributed among the holders of the Series A Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amount, then the entire assets and funds of the corporation legally available for distribution shall be distributed among the holders of the Series A Preferred Stock in proportion to the shares of Series A Preferred Stock then held by them. After payment has been made to the holders of the Series A Preferred Stock of the full amounts as to which they shallbe entitled as aforesaid, the holders of the Common Stock and the Series A Preferred Stock (on an as-if converted to Common Stock basis) shall be entitled to receive ratably all of the remaining assets.

               (b) For purposes of this paragraph 2, a merger or consolidation of the

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corporation with or into any other corporation or corporations, or the merger of any other corporation or corporations into the corporation shall not be deemed to be a liquidation, dissolution or winding up of the corporation within the meaning of this Section 2.

          3. Voting Rights. Except as otherwise required by law, the holder of each share of Common Stock issued and outstanding shall have one vote and the holder of each share of Series A Preferred Stock shall be entitled to the number of votes equal to the number of shares of Common Stock into which such share of Series A Preferred Stock could be converted at the record date for determination of the shareholders entitled to vote on such matters or, if no such record date is established, at the date such vote is taken or any written consent of shareholders is solicited, such votes to be counted together with all other shares of the corporation having general voting power and not separately as a class. Fractional votes by the holders of Series A Preferred Stock shall not, however, be permitted and any fractional voting rights shall (after aggregating all shares into which shares of Series A Preferred Stock held by each holder could be converted) be rounded to the nearest whole number.

          4. Conversion. The holders of the Series A Preferred Stock shall have conversion rights as follows (the “Conversion Rights”):

               (a) Right to Convert. Each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share at the office of the corporation or any transfer agent for the Series A Preferred Stock. Each share of Series A Preferred Stock shall be convertible into fully paid, non-assessable and duly authorized Common Stock. The number of shares of Common Stock issuable with respect to any share of Series A Preferred Stock upon conversion shall be determined by dividing $22.00 by the conversion price in effect on the date of conversion. The conversion price per share shall be $22.00 (the “Conversion Price”), subject to adjustment as provided in subsection (d) below. The corporation shall make no payment or adjustment on account of any dividend accrued and unpaid on the Series A Preferred Stock surrendered for conversion.

               (b) Mechanics of Conversion. Before any holder of Series A Preferred Stock shall be entitled to convert the same into full shares of Common Stock and receive certificates therefor, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the corporation or of any transfer agent for the Series A Preferred Stock

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(or in lieu thereof, shall deliver a declaration under penalty of perjury that the stock certificate(s) has been lost), and shall give written notice to the corporation at such office that such holder elects to convert the same. The corporation shall, as soon as practicable after such delivery, issue and deliver at such office to such holder of Series A Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which the holder shall be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date. If surrendered certificates for Series A Preferred Stock are converted only in part, the corporation will issue and deliver to the record holder, or his nominee or nominees, a new certificate(s) representing the aggregate of the unconverted shares of Series A Preferred Stock.

                (c) Fractional Shares. In lieu of any fractional shares to which the holder of Series A Preferred Stock would otherwise be entitled, the corporation shall pay cash equal to such fraction multiplied by the fair market value of one share of Common Stock, as determined by the board of directors of the corporation. Whether or not fractional shares are issuable upon such conversion shall be determined on the basis of the total number of shares of Series A Preferred Stock of each holder at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.

                (d) Conversion Price Adjustments of Preferred Stock. The Conversion Price for Series A Preferred Stock shall be subject to adjustment as set forth in subsections 4(d)(i) through 4(d)(iv) below:

                    (i) (A) If the corporation shall issue any Additional Stock (as defined below) without consideration or for a consideration per share less than the Conversion Price for the Series A Preferred Stock in effect immediately prior to the issuance of such Additional Stock, the Conversion Price for the Series A Preferred Stock in effect immediately prior to each such issuance shall forthwith (except as otherwise provided in this clause (i)) be adjusted to a price equal to the quotient obtained by dividing the total computed under clause (x) below by the total computed under clause (y) below as follows:

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                         (x) an amount equal to the sum of:

                              (1) the aggregate purchase price of the shares of the Series A Preferred Stock (at a purchase price of $22.00 per share), plus;

                              (2) the aggregate consideration, if any, received by the corporation for all Additional Stock issued on or after the date of the first issuance by the corporation of Series A Preferred Stock (the “Purchase Date”);

                         (y) an amount equal to the sum of:

                              (1) the aggregate purchase price of the shares of Series A Preferred Stock divided by the Conversion Price for the Series A Preferred Stock in effect on the Purchase Date (or such higher or lower Conversion Price for such series as results from the application of subsections 4(d)(iii) and (iv)), plus;

                              (2) the number of shares of Additional Stock issued since the Purchase Date (increased or decreased to the extent that the number of such shares of Additional Stock shall have been increased or decreased as the result of the application of subsections 4(d)(iii) and (iv));

provided, however, that the foregoing calculation shall not take into account shares deemed issued pursuant tosubsection 4(d)(i)(E) on account of options, rights or convertible or exchangeable securities (or the actual or deemed consideration therefor), except to the extent the consideration to be paid upon such exercise, conversion or exchange per share of underlying Common Stock is less than or equal to the per share consideration for the Additional Stock which has given rise to the Conversion Price adjustment being calculated.

                         (B) No adjustment of the Conversion Price for the Series A Preferred Stock shall be made in an amount lessthan one cent per share, provided that any adjustments which are not required to be made by reason of this sentence shall be carried forward and shall be either taken into account in any subsequent adjustment made prior to 3 years from the date of the event giving rise to the adjustment being carried forward, or shall be made at the end of

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3 years from the date of the event giving rise to the adjustment being carried forward. Except to the limited extent provided for in subsections (E)(3) and (E)(4), no adjustment of such Conversion Price pursuant to this subsection (4)(d)(i) shall have the effect of increasing the Conversion Price above the Conversion Price in effect immediately prior to such adjustment.

                         (C) In the case of the issuance of Common Stock for cash, the consideration shall be deemed to be the amount of cash paid therefor before deducting any reasonable discounts, commissions or other expenses allowed, paid or incurred by this corporation for any underwriting or otherwise in connection with the issuance and sale thereof.

                         (D) In the case of the issuance of the Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair value thereof as reasonably determined by the Board of Directors in good faith irrespective of any accounting treatment.

                         (E) In the case of the issuance (whether before, on or after the Purchase Date) of options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock or options to purchase or rights to subscribe for such convertible or exchangeable securities, the following provisions shall apply for all purposes of this subsection (4)(d)(i) and subsection 4(d)(ii):

                              (1) The aggregate maximum number of shares of Common Stock deliverable upon exercise (assuming the satisfaction of any conditions to exercisability, including without limitation, the passage of time, but without taking into account potential antidilution adjustments) of such options to purchase or rights to subscribe for Common Stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subsections 4(d)(i)(C) and (d)(i)(D)), if any, received by the corporation upon the issuance of such options or rights plus the minimum exercise price provided in such options or rights (without taking into account potential antidilution adjustments) for the Common Stock covered thereby.

                              (2) The aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange (assuming the satisfaction of any conditions to convertibility or exchangeability, including, without limitation, the passage of time

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but without taking into account potential antidilution adjustments) for any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration, if any, received by the corporation for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by the corporation (without taking into account potential antidilution adjustments) upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in subsections 4(d)(i)(C) and (d)(i)(D)).

                              (3) In the event of any change in the number of shares of Common Stock deliverable or in the consideration payable to this corporation upon exercise of such options or rights or upon conversion of or in exchange for such convertible or exchangeable securities, including, but not limited to a change resulting from the antidilution provisions thereof, the Conversion Price of the Series A Preferred Stock, to the extent in any way affected by or computed using such options, rights or securities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the exercise of any such options or rights or the conversion or exchange of such securities.

                              (4) Upon the expiration of any such option or rights, the termination if any such right to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the Conversion Price of the Series A Preferred Stock, to the extent in any way affected by or computed using such options, rights or securities or options or rights related to such securities, shall be recomputed to reflect the issuance of only the number of shares of Common Stock (and convertible or exchangeable securities which remain in effect) actually issued upon the exercise of such options or rights, upon the conversion or exchange of such securities or upon the exercise of the options or rights related to such securities.

                              (5) The number of shares of Common Stock deemed issued and the consideration deemed paid therefor pursuant to subsections 4(d)(i)(E)(1)

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and (2) shall be appropriately adjusted to reflect any change, termination or expiration of the type described in either subsection 4(d)(i)(E)(3) or (4).

                    (ii) “Additional Stock” shall mean any shares of Common Stock issued (or deemed to have been issued pursuant to subsection 4(d)(i)(E)) by the corporation after the Purchase Date other than:

                         (A) Common Stock issued pursuant to a transaction described in subsection 4(d)(iii) hereof.

                         (B) Shares of Common Stock issuable or issued to officers, directors, employees, consultants, vendors, or other persons with important business relationships with, the corporation directly or pursuant to a stock option plan, or restricted stock plan, a stock purchase agreement or similar plan or arrangement approved by the Board of Directors of this corporation.

                         (C) Share of Common Stock issuable upon Conversion of the Series A Preferred Stock, or

                         (D) Shares of Common Stock issued as a dividend or distribution on Series A Preferred Stock.

                    (iii) In the event the corporation should at any time or from time to time after the Purchase Date fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (hereinafter referred to as “Common Stock Equivalents”) without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such dividend distribution, split or subdivision if no record date is fixed), the Conversion Price of the Series A Preferred Stock shall be appropriately decreased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be increased in proportion to such

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increase of the aggregate number of shares of Common Stock outstanding and those issuable with respect to Common Stock Equivalents, with the number of shares issuable with respect to Common Stock Equivalents determined from time to time in the manner provided for deemed issuances in subsection 4(d)(i)(E).

                    (iv) If the number of shares of Common Stock outstanding at any time after the Purchase Date is decreased by a combination of the outstanding shares of Common Stock, then, following the record date of such combination, the Conversion Price for the Series A Preferred Stock, as the case may be, shall be appropriately increased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be decreased in proportion to such decrease in outstanding shares.

               (e) Consent; Notices of Record Date. The corporation shall not without first obtaining the approval of the Series A Preferred Stock, voting as a separate class, take any of the actions listed in (i) through (iv) below. In the event that the corporation shall propose at any time:

                    (i) to declare any dividend or distribution upon its Common Stock, whether in cash, property, stock or other securities, whether or not a regular cash dividend and whether or not out of earnings or earned surplus;

                    (ii) to offer for subscription, pro rata or otherwise, to the holders of any class or series of its stock any additional shares of stock of any class or series or other rights to purchase or acquire any shares of stock of the corporation;

                    (iii) to effect any reorganization, reclassification or recapitalization of the capital stock of the corporation; or

                    (iv) to merge or consolidate with or into any other corporation or any other entity, or sell, lease or convey all or substantially all its property or business, or to liquidate, dissolve or wind up;

then, in connection with each such event, the corporation shall send to the holders of the Series A Preferred Stock:

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                         (A) at least 20 days prior written notice of the date on which a record shall be taken for such dividend, distribution or subscription rights (and specifying the date on which the holders of Common Stock shall be entitled thereto and the amount and character of such dividend, distribution or right) or for determining rights to vote in respect of the matters referred to in (iii) and (iv) above; and

                         (B) in the case of the matters referred to in (iii) and (iv) above, at least 30 days prior written notice of the date when the same shall take place (and specifying the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon the occurrence of such event or the record date for the determination of such holders if such record date is earlier).

     Each such written notice shall be delivered personally or given by facsimile or first class mail, postage prepaid, addressed to the holders of the Series A Preferred Stock at the address for each such holder as shown on the books of the corporation, and shall be deemed given on the day on which it is personally delivered or sent by facsimile or mail.

               (f) Reservation of Stock Issuable Upon Conversion. The corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of Series A Preferred Stock such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series A Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of Series A Preferred Stock, the corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.

               (g) Reissuance of Converted Shares. No shares of Series A Preferred Stock which have been converted into Common Stock after the original issuance thereof shall ever again be reissued and all such shares so converted shall upon such conversion cease to be a part of the authorized shares of the corporation.

          5. Covenants. In addition to any other rights provided by law, so long as any

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of the Series A Preferred Stock shall be outstanding, this corporation shall not, without first obtaining the vote or written consent of the holders of not less than fifty percent (50%) of such outstanding shares of Series A Preferred Stock:

               (a) amend or repeal any provision of, or add any provision to, this corporation’s Articles of Incorporation or bylaws if such action would materially and adversely alter or change the preferences, rights, privileges or powers of, or the restrictions provided for the benefit of, the Series A Preferred Stock;

               (b) increase the authorized number of shares of the capital stock of the corporation;

               (c) authorize or issue any additional shares of Common Stock or any class or series of stock (or securities convertible into, or exchangeable for, or exercisable into such stock) having any rights, preferences or privileges superior to or on a parity with any such rights, preferences or privileges of the Series A Preferred Stock; or

               (d) repurchase or redeem any outstanding shares of Common Stock, other than shares held by employees or consultants of the corporation upon termination of their services pursuant to contractual rights of repurchase.

Upon the amendment of this article FOURTH to read as set forth above, each share of Common Stock is split up, divided, and converted into one (1) share of Common Stock and four (4) shares of Series A Preferred Stock.”

     3. The Articles of Incorporation of this corporation are amended to add Article FIFTH as follows:

     “FIFTH: The liability of the directors of the Corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.”

     4. The Articles of Incorporation of this corporation are amended to add Article SIXTH as follows:

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     “SIXTH: The Corporation is authorized to indemnify the directors and officers of the Corporation to the fullest extent permissible under California law and in excess of that otherwise permitted under Section 317 of the California Corporations Code.”

     5. The foregoing amendment of articles of incorporation has been duly approved by the board of directors.

     6. The foregoing amendment of articles of incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporation Code. The total number of outstanding shares of the corporation is 40,000 shares of Common Stock. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50% of the Common Stock.

     I further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of my own knowledge.

Date: October 17, 1996

/s/ Christopher M. McCreary  

Christopher M. McCreary 

President 

/s/ Alan H. Martin  

Alan H. Martin 

Secretary 

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1257476

ENDORSED

FILED

In the office of the Secretary of State

of the State of California

SEP 24 1984

MARCH FONG EU, Secretary of State

Gloria J. Carroll

Deputy

ARTICLES OF INCORPORATION

OF

CRM, INC.

-oOo-

     FIRST: The name of the corporation is CRM, INC.

     SECOND: The purpose of the corporation is to engage in any lawful act or activity for which the corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

     THIRD: The name and complete address of the corporation’s initial agent for service of process is:

Robert W. Lautz, Jr.
2450 Mission St., Ste. 6
San Marino, CA 91108

     FOURTH: The corporation is authorized to issue only one class of shares. The total number of shares which the corporation is authorized to issue is 100,000.

     For the purpose of forming the corporation under the laws of the State of California, the undersigned incorporator has executed these Articles of Incorporation.

/s/ Robert W. Lautz, Jr.  

ROBERT W. LAUTZ, JR. 

     Robert Lautz, Jr. declares that he is the person who executed the foregoing Articles of Incorporation and that said instrument is his act and deed.

/s/ Robert W. Lautz, Jr.  

ROBERT W. LAUTZ, JR. 

EX-3.24

Exhibit 3.24

FIDELITY NATIONAL TAX SERVICE, INC.

AMENDED AND RESTATED BYLAWS
Effective January 23, 2006

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office shall be in the State of California.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of California as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. Time and Place of Meetings. All meetings of the shareholders shall be held at such time and place, within or without the State of California, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meetings. Annual meetings of shareholders shall be held on the first Tuesday of April, if not a legal holiday, and if a legal holiday, then on the next business day following, or at such other date as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. At the annual meeting, the shareholders entitled to vote thereat shall elect a Board of Directors and transact such other business as may properly be brought before the meeting.

Section 3. Special Meetings. Special meetings of the shareholders, unless otherwise prescribed by statute or provided by the Articles of Incorporation or these bylaws, may be called by the President or the Board of Directors or by the holders of at least 10% of all shares entitled to vote at the meeting. Business conducted at any special meeting shall be confined to the purpose or purposes described in the notice thereof.

Section 4. Notice. Written or printed notice stating the place, day and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 calendar days (20 days in the case of a meeting to approve a plan of merger or exchange) nor more than 60 days before the

Fidelity National Tax Service, Inc.
Amended and Restated Bylaws
January 23, 2006

date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary or the officer or other person calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his or its address as it appears on the share transfer records of the Corporation, with postage prepaid.

Section 5. Quorum. A quorum shall be present at a meeting of shareholders if the holder or holders of a majority of the shares entitled to vote are present in person, represented by duly authorized representative in the case of a corporation or other legal entity or represented by proxy, unless otherwise provided in the Articles of Incorporation. Unless otherwise provided in the Articles of Incorporation or these bylaws, once a quorum is present at a duly constituted meeting of shareholders, the shareholders present or represented at the meeting may conduct such business as may be properly brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any shareholder present or represented shall not affect the presence of a quorum at the meeting. Unless otherwise provided in the Articles of Incorporation or these bylaws, the shareholders entitled to vote and present or represented at a meeting of shareholders at which a quorum is not present may adjourn the meeting until such time and to such place as may be determined by a vote of the holders of a majority of the shares represented at the meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be conducted which might have been conducted at the meeting as originally notified.

Section 6. Voting. With respect to any matter, other than the election of directors or a matter for which the affirmative vote of the holders of a specified portion of the shares is required by statute, the affirmative vote of the holders of a majority of the shares entitled to vote on that matter and represented at a meeting of shareholders at which a quorum is present shall be the act of the shareholders, unless otherwise provided in the Articles of Incorporation or these bylaws. Unless otherwise provided in the Articles of Incorporation of these bylaws, directors shall be elected by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present.

Section 7. Method of Voting. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the Articles of Incorporation provide for more or less than one vote per share or limit or deny voting rights to the holders of the shares of any class or series or as otherwise provided by statute. A shareholder may vote in person, by duly authorized representative in the case of a corporation or other legal entity or by proxy executed in writing by the shareholder or by his or its duly authorized attorney-in-fact. Each proxy shall be filed with the Secretary of the Corporation prior to the time of the meeting.

Section 8. Action Without Meeting. Unless otherwise provided in the Articles of Incorporation, any action required or permitted to be taken at any meeting of the shareholders may be taken without a meeting, without prior notice and without a vote, if

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Fidelity National Tax Service, Inc.
Amended and Restated Bylaws
January 23, 2006

a consent or consents in writing, setting forth the action so taken, shall have been signed by the holder or holders of all the shares entitled to vote with respect to the action that is the subject of the consent.

ARTICLE III

DIRECTORS

Section 1. Responsibilities. The powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, its Board of Directors.

Section 2. Number; Term. The number of initial directors shall be no less than one (1) and no greater than three (3). The number of directors shall be fixed from time to time by the Board of Directors or by the shareholders at the annual or a special meeting. No decrease in the number of directors shall have the effect of shortening the term of an incumbent director. The directors shall be elected at the annual meeting of the shareholders, except as provided in Section 3 below. At each annual meeting, the holders of shares entitled to vote in the election of directors shall elect directors to hold office until the next succeeding annual meeting. Unless removed in accordance with the Articles of Incorporation or this Section, each director elected shall hold office for the term for which he is elected and until his successor shall have been elected and qualified. Directors need not be residents of the State of California or shareholders of the Corporation. At any meeting of shareholders called expressly for that purpose, any director or the entire Board of Directors may be removed, with or without cause, by the affirmative vote of the holder or holders of a majority of the shares then entitled to vote at an election of directors.

Section 3. Vacancies; Increases. Any vacancy occurring in the Board of Directors (by death, resignation, removal or otherwise) may be filled by election at an annual or special meeting of shareholders called for that purpose, by the affirmative vote of a majority of the remaining directors then in office, though less than a quorum, or by a sole remaining director. Each director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual or special meeting of shareholders called for that purpose or by the Board of Directors for a term of office continuing only until the next election of one or more directors by the shareholders; provided, however, that the Board of Directors may not fill more than two such directorships during the period between any two successive annual meetings of shareholders.

Section 4. Place of meetings. Meetings of the Board of Directors, regular or special, may be held either within or without the State of California.

3

Fidelity National Tax Service, Inc.
Amended and Restated Bylaws
January 23, 2006

Section 5. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and at such place as shall from time to time be determined by the Board of Directors. Regular meetings of the Board of Directors may be held without notice.

Section 6. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of by the President and shall be called by the Secretary on the written request of at least two directors. Written notice specifying the time and place of special meetings shall be given to each director at least three days before the date of the meeting. Such notice may, but need not, specify the purpose or purposes of the meeting.

Section 7. Quorum; Majority Vote. At all meetings, a majority of the number of the directors fixed in the manner provided in these bylaws shall constitute a quorum for the transaction of business unless a greater number is specifically required by statute or provided in the Articles of Incorporation or these bylaws. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise specifically required by statute or provided in the Articles of Incorporation or these bylaws, in which case the express provision shall control. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 8. Minutes. The Board of Directors shall keep regular minutes of its proceedings. The minutes shall be placed in the minute book of the Corporation.

Section 9. Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees, each of which shall be comprised of one or more members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified members, at any meeting of that committee. Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these bylaws, shall have and may exercise all of the authority of the Board of Directors, except as otherwise provided by statute. The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 10. Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. Such minutes shall be place in the minute book of the Corporation.

Section 11. Action Without Meeting. Unless otherwise restricted by the Articles of Incorporation or these bylaws, any action required or permitted to be taken at a meeting of the Board of Directors or any committee may be taken without a meeting if a consent

4

Fidelity National Tax Service, Inc.
Amended and Restated Bylaws
January 23, 2006

in writing, setting forth the action so taken, is signed by all the members of the Board of Directors or committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting.

ARTICLE IV

NOTICES

Section 1. Method. Whenever by statute, the Articles of Incorporation, these bylaws or otherwise, notice is required to be given to a director or shareholder, and no provision is made as to how the notice shall be given, it shall not be construed to be personal notice, but any such notice may be given: (a) in writing, by mail, postage prepaid, addressed to the director at the last address known by the Corporation for such director or shareholder at the address appearing on the share transfer records of the Corporation, or (b) in any other method permitted by law. Any notice required or permitted to be given by mail shall be deemed given at the time when the same is deposited in the United States mail.

Section 2. Waiver. Whenever by statute, the Articles of Incorporation or these bylaws, any notice is required to be given to a director or shareholder, a waiver thereof in writing, signed by the person or persons entitled to such notice, or in the case of a corporation or other legal entity by its duly authorized representative, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

ARTICLE V

OFFICERS

Section 1. Number. The officers of the Corporation shall consist of a President and a Secretary, each of whom shall be elected by the Board of Directors. The Board of Directors may also elect such other officers as they deem necessary or desirable, including a Chairman of the Board, a Treasurer, a Controller and one or more Vice Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and Assistant Controllers. All officers of the Corporation shall hold office at the pleasure of the Board of Directors. The same person may, at the discretion of the Board of Directors, hold any two or more offices.

5

Fidelity National Tax Service, Inc.
Amended and Restated Bylaws
January 23, 2006

Section 2. Appointed Officers. The President may appoint such other officers and agents as he shall deem necessary or desirable who shall hold their offices for such terms as the President shall determine.

Section 3. Removal. Any officer elected by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby.

Section 4. Compensation. The compensation of all officers and agents of the Corporation who are also directors of the Corporation shall be fixed by the Board of Directors. The Board of Directors may delegate the power to fix the compensation of all other officers and agents of the Corporation to an officer of the Corporation.

Section 5. Duties. The officers of the Corporation, whether elected or appointed, shall have such authority and shall perform such duties as are customarily incident to their respective offices, or as may be specified from time to time by resolution of the Board of Directors regardless of whether such authority and duties are customarily incident to such office.

ARTICLE VI

CERTIFICATE OF STOCK

     Every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of, the Corporation, by the President or the Vice President, and by the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation.

ARTICLE VII

INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Each person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust or other enterprise or employee benefit plan (including he heirs, executors, administrators or estate of such person) shall be indemnified by the Corporation to the fullest extent that a corporation is required or permitted to grant indemnification to such person under the California General Corporation Law, as the same exists or may hereafter be amended. Reasonable expenses incurred by a director, officer, employee or agent of the Corporation who was, is or is threatened to be made a named defendant or respondent in a proceeding shall be

6

Fidelity National Tax Service, Inc.
Amended and Restated Bylaws
January 23, 2006

paid or reimbursed by the Corporation, in advance of the final disposition of the proceeding, to the maximum extent permitted under California law, as the same exists or may hereafter be amended. The right to indemnification under this Article shall be a contract right. In the event of the death of any person having a right of indemnification under this Article, such right will inure to the benefit of his or her heirs, executors, administrators and personal representatives. The rights under this Article will not be exclusive of any other right which any person may have or hereinafter acquire under any statute, bylaw, resolution of shareholders of directors, agreement or otherwise.

ARTICLE VIII

GENERAL PROVISIONS

     Section 1. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate

     Section 2. Fiscal Year. The fiscal year of the Corporations shall be fixed by resolution of the Board of Directors.

     Section 3. Telephone and Similar Meetings. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, the shareholders, members of the Board of Directors or members of any committee of the Board of Directors may participate in and hold a meeting of such shareholders, the Board of Directors or committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meting is not lawfully called or convened.

     Section 4. Distributions and Share Dividends. Subject to statute and any provision of the Articles of Incorporation, distributions in the form of cash or property or share dividends may be declared by the Board of Directors at any regular or special meeting.

     Section 5. Amendment of Bylaws. Unless otherwise provided by law, the Articles of Incorporation or these bylaws, these bylaws may be altered, amended or repealed, or new bylaws may be adopted, by the shareholders or the Board of Directors, subject to the shareholders providing in amending, repealing or adopting a particular bylaw that it may not be amended or repealed by the Board of Directors.

7

EX-3.25

Exhibit 3.25

State of California
Secretary of State

FILED 10/24/2007 12.25 PM   Business Registration Division
DEPT. OF COMMERCE AND
CONSUMER AFFAIRS
State of Hawali  

CERTIFICATE OF FILING
OF NAME CHANGE

I. DEBRA BOWEN, Secretary of State of the State of California, hereby certify:

That on the 14th day of September, 2007, there was filed in this office an amendment whereby the Limited Liability Company name of HANSEN QUALITY, LLC. a(n) limited liability company, was changed to: FlS VALUATION SOLUTIONS, LLC.

	IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State Of California this day of October 23, 2007.
	/s/ Debra Bowen
	DEBRA BOWEN  Secretary of State

NP-25 (REV 1/2007) [illegible]

State of California
Secretary of State

     I, DEBRA BOWEN, Secretary of State of the State of California, hereby certify:

     That the attached transcript of 1 page(s) has been compared with the record on file in this office, of which it purports to be a copy, and that it is full, true and correct.

	IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of NOV 01 2007
	/s/ Debra Bowen
	DEBRA BOWEN Secretary of State

Sec/State Form CE-107 (REV 1/2007)  OSP 06 99734

EX-3.26

Exhibit 3.26

OPERATING AGREEMENT

FOR

HANSEN QUALITY, LLC,

a California limited liability company

TABLE OF CONTENTS

FOR OPERATING AGREEMENT OF

HANSEN QUALITY, LLC

ARTICLE 1 DEFINITIONS		1
1.1	“Act”	1
1.2	“Adjusted Capital Account Deficit”	1
1.3	“Affiliate”	1
1.4	“Agreement”	2
1.5	“Articles”	2
1.6	“Arms-Length Transaction”	2
1.7	“Bankruptcy”	2
1.8	“Capital Account”	2
1.9	“Capital Contributions”	3
1.10	“Code”	3
1.11	“Company”	3
1.12	“Company Minimum Gain”	3
1.13	“Corporations Code”	3
1.14	“Dissolution Event”	3
1.15	“Distributable Cash”	3
1.16	“Economic Interest”	3
1.17	“Economic Interest Owner”	3
1.18	“Effective Date”	4
1.19	“FNIS”	4
1.20	“Fiscal Year”	4
1.21	“Former Member”	4
1.22	“Former Member’s Interest”	4
1.23	“Gross Asset Value”	4
1.24	“Hansen Employment Agreement”	5
1.25	“Hansen Quality”	5
1.26	“Hansen Trust”	5
1.27	“Interim Period”	5
1.28	“Majority Interest” or “Majority in Interest”	5
1.29	“Member”	5
1.30	“Member Nonrecourse Debt”	5
1.31	“Member Nonrecourse Deductions”	5
1.32	“Membership Interest”	5
1.33	“Net Profits” and “Net Losses”	5
1.34	“Nonrecourse Deductions”	6
1.35	“Nonrecourse Liability”	6
1.36	“Percentage Interest”	6
1.37	“Person”	6
1.38	“Preferred Return”	6
1.39	“Regulations”	6
1.40	“Remaining Members”	7
1.41	“Reserve”	7
1.42	“Transfer”	7
ARTICLE 2 COMPANY PURPOSES		7

i

2.1	General	7
ARTICLE 3 ORGANIZATIONAL MATTERS		7
3.1	Formation	7
3.2	Name	7
3.3	Statutory Filings	8
3.4	Principal Office	8
3.5	Term	8
3.6	Office and Agent	8
3.7	Addresses of the Members	8
ARTICLE 4 CAPITAL CONTRIBUTIONS		8
4.1	Initial Capital Contributions	8
4.2	Additional Capital Contributions	8
4.3	Voluntary Capital Contributions	9
4.4	Capital Accounts	9
4.5	No Interest	9
4.6	Withdrawals of Capital	9
4.7	Loans	9
ARTICLE 5 MEMBERS		9
5.1	Limited Liability	9
5.2	Admission of Additional Members	9
5.3	Withdrawals or Resignations	9
5.4	Termination of Membership Interest	9
5.5	Voting Rights	9
5.6	Meetings of Members	10
	5.6.1      Date, Time and Place of Meetings of Members; Secretary	10
	5.6.2      Power to Call Meetings	10
	5.6.3      Notice of Meeting	10
	5.6.4      Waiver of Notice or Consent	10
	5.6.5      Action by Written Consent without a Meeting	10
	5.6.6      Meetings Other than In-Person	11
	5.6.7      Record Date	11
	5.6.8      Other Procedures; Proxies	11
5.7	Certificate of Membership Interest	11
	5.7.1      Certificate	11
	5.7.2      Cancellation of Certificate	12
	5.7.3      Replacement of Lost, Stolen, or Destroyed Certificate	12
ARTICLE 6 MANAGEMENT AND CONTROL OF THE COMPANY		12
6.1	Management of the Company	12
6.2	Officers	12
	6.2.1      Appointment of Officers	12
	6.2.2      Removal	13
	6.2.3      Resignation	13
	6.2.4      Vacancy	13
	6.2.5      Salaries of Officers	13
	6.2 6      Duties and Powers of the Chairperson	14
	6.2.7      Duties and Powers of the Chief Executive Officer	14
	6.2.8      Duties and Powers of the President	14

ii

	6.2.9      Duties and Powers of Chief Operating Officer	15
	6.2.10    Duties and Powers of Chief Technical Officer	15
	6.2.11    Duties and Powers of Vice-President	15
	6.2.12    Duties and Powers of Secretary	15
	6.2.13    Duties and Powers of Chief Financial Officer	16
	6.2.14    Acts of Officers as Conclusive Evidence of Authority	17
	6.2.15    Limited Liability	17
6.3	Manager(s)	17
6.4	Handling Funds	17
6.5	General Fiduciary Duty	17
6.6	Devotion of Time	17
6.7	Performance of Duties; Liability of Members	17
6.8	Limited Liability	18
6.9	Competing Activities	18
6.10	Transactions Between the Company and a Member	19
ARTICLE 7 ALLOCATIONS OF NET PROFIT AND NET LOSSES		19
7.1	Allocations of Net Profit and Net Loss	19
	7.1.1      Net Loss	19
	7.1.2      Net Income	20
7.2	Special Allocations	20
	7.2.1      Minimum Gain Chargeback	20
	7.2.2      Chargeback of Minimum Gain Attributable to Member Nonrecourse Debt	20
	7.2.3      Nonrecourse Deductions	21
	7.2.4      Member Nonrecourse Deductions	21
	7.2.5      Qualified Income Offset	21
	7.2.6      Recapture	21
	7.2.7      Code Section 754 Adjustment	21
	7.2.8      Tax Allocations	22
7.3	Code § 704(c) Allocations	22
7.4	Allocation of Net Profits and Losses and Distributions in Respect of a Transferred Interest	22
7.5	Curative Allocations	23
7.6	Obligations of Members to Report Allocations	23
ARTICLE 8 DISTRIBUTIONS		23
8.1	Minimum Distribution	23
8.2	Distribution of Cash by the Company	24
8.3	Form of Distribution	24
8.4	Other Distribution Limitations	24
8.5	Return of Distributions	24
ARTICLE 9 TRANSFERS OF INTERESTS		25
9.1	“Hansen’s Family”	25
ARTICLE 10 SPECIAL POWER OF ATTORNEY		25
10.1	Attorney-in-Fact	25
10.2	Special Provisions	26
10.3	Signatures	26
ARTICLE 11 CONSEQUENCES OF DISSOLUTION EVENT		26

iii

11.1	Dissolution Event	26
11.2	Purchase Price	26
11.3	Notice of Intent to Purchase	26
11.4	Election to Purchase Less Than All of the Former Member’s Interest	26
11.5	Payment of Purchase Price	27
11.6	Closing of Purchase of Former Member’s Interest	27
11.7	Purchase Terms Varied by Agreement	27
ARTICLE 12 ACCOUNTING, RECORDS, REPORTING		27
12.1	Books and Records	27
12.2	Delivery to Members and Inspection	28
12.3	Annual Statements	29
12.4	Filings	29
12.5	Tax Matters for the Company Handled by Tax Matters Partner	29
12.6	Code § 754 Election	29
ARTICLE 13 DISSOLUTION AND WINDING UP		30
13.1	Dissolution	30
13.2	Certificate of Dissolution	30
13.3	Winding Up	30
13.4	Distributions in Kind	30
13.5	Order of Payments Upon Dissolution	31
13.6	Payment of Liabilities	31
13.7	Compliance with Regulations	31
13.8	Limitations on Payments Made in Dissolution	31
13.9	Certificate of Cancellation	32
13.10	No Action for Dissolution	32
ARTICLE 14 INDEMNIFICATION AND INSURANCE		32
14.1	Definitions	32
	14.1.1      “Expenses”	32
	14 1.2      “Proceeding”	32
14.2	Indemnification of Members and Officers	32
14.3	Successful Defense	33
14.4	Determination of Conduct	33
14.5	Payment of Expenses in Advance	33
14.6	Indemnification of Other Agents	34
14.7	Indemnity Not Exclusive	34
14.8	Insurance	34
14.9	Heirs, Executors and Administrators	35
14.10	Right to Indemnification Upon Application	35
14.11	Limitations on Indemnification	35
14.12	Partial Indemnification	35
ARTICLE 15 INVESTMENT REPRESENTATIONS		36
15.1	Preexisting Relationship or Experience	36
15.2	No Advertising	36
15.3	Investment Intent	36
15.4	Accredited Investor	36
15.5	Residency	36
15.6	Economic Risk	36

iv

15.7	No Registration of Membership Interest	36
15.8	Membership Interest in Restricted Security	37
15.9	No Obligation to Register	37
15.10	No Disposition in Violation of Law	37
15.11	Legends	37
15.12	Investment Risk	38
15.13	Investment Experience	38
15.14	Restrictions on Transferability	38
15.15	Information Reviewed	38
15.16	No Representations By Company	38
15.17	Consultation with Attorney	38
15.18	Tax Consequences	38
15.19	No Assurance of Tax Benefits	39
15.20	Indemnity	39
ARTICLE 16 MEDIATION OF DISPUTES		39
16.1	Agreement to Use Procedure	39
16.2	Initiation of Procedure	39
16.3	Direct Negotiations	40
16 4	Mediator Selection	40
16.5	Mediation Time and Place	40
16.6	Information Exchange	40
16.7	Summary of Views	40
16.8	Parties to be Represented	40
16.9	Conduct of Mediation	41
	16.9.1      Mediation Format	41
	16.9.2      Commitment to Participate in Mediation in Good Faith	41
16.10	Termination of Procedure	41
	16.10.1     Procedure to Terminate Mediation	41
	16.10.2     If Dispute Is Not Resolved	41
16.11	Additional Proceedings	41
16.12	Mediation Fees; Disqualification	42
16.13	Confidentiality	42
ARTICLE 17 MISCELLANEOUS		42
17.1	Complete Agreement	42
17.2	Binding Effect	42
17.3	Parties in Interest	42
17.4	Pronouns; Statutory References	42
17.5	Headings	43
17.6	Interpretation	43
17.7	References to this Agreement	43
17.8	Jurisdiction	43
17.9	Exhibits	43
17.10	Severability	43
17.11	Additional Documents and Acts	43
17.12	Notices	43
17.13	Amendments	43
17.14	Reliance on Authority of Person Signing Agreement	44
17.15	Waiver of Action for Partition	44
17 16	Multiple Counterparts	44
17.17	Attorney Fees	44
17.18	Time is of the Essence	44

v

17.19	Governing Law	44
17.20	Remedies Cumulative	44

vi

OPERATING AGREEMENT
FOR
HANSEN QUALITY, LLC,
a California limited liability company

     This Operating Agreement, dated for reference purposes only May 22, 2002, is made by Hansen Quality Loan Services, a California corporation (“Hansen Quality”) and Gregory F. Hansen and Kathleen Hansen, as Trustees of the Hansen Family Trust dated April 4, 1997, Trust 3 (the “Hansen Trust”) with reference to the following facts:

     NOW, THEREFORE, the Members, intending to be legally bound, hereby agree to the following:

1. Definitions. Words or phrases having their initial letter capitalized in this Agreement shall (unless otherwise expressly provided herein or unless the context otherwise requires) have the respective meanings set forth below. The following definitions are for the convenience of the reader of this document, and they are not intended to be an exhaustive list of the definitions used herein.

     1.1 “Act” means the Beverly-Killea Limited Liability Company Act, codified in the California Corporations Code, § 17100 et seq., as the same may be amended from time to time.

     1.2 “Adjusted Capital Account Deficit” shall mean, with respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant fiscal year, after giving effect to the following adjustments:

          1.2.1 Credit to such Capital Account any amounts which such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(l) and 1.704-2(i)(5); and

          1.2.2 Debit to such Capital Account the items described in Sections 1.704-l(b)(2)(ii)(d)(4), 1.704-l(b)(ii)(d)(5) and 1.7041(b)(2)(iii)(d)(6) of the Treasury Regulations.

     The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted consistently therewith.

     1.3 “Affiliate” of a specified Person means a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person or a member of such specified Person’s immediate family. “Control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a Person, whether through the ownership of voting securities, by contract or credit arrangement, as trustee or executor, or otherwise. From and after the Closing, the Company shall be an Affiliate of Fidelity.

     1.4 “Agreement” means this Operating Agreement, as originally executed and as amended from time to time. Words such as “herein,” “hereinafter,” “hereof,” “hereto,” and “hereunder” refer to this Agreement as a whole, unless the context otherwise requires.

     1.5 “Articles” means the Articles of Organization for the Company filed with the California Secretary of State’s office promptly after the execution of this Agreement, as they may be amended from time to time.

     1.6 “Arms-Length Transaction”: means money, services or products provided (a) (i) to the Company by an Affiliate of it or by an Affiliate of a Member, or (ii) by the Company to an Affiliate of it or an Affiliate of a Member, (b) pursuant to an agreement that (i) is, on an overall basis, fair and reasonable to the Company, and (ii) contains terms that are at least as favorable to the Company as those that would be available from Persons capable of similarly providing them in similar transactions.

     1.7 “Bankruptcy” means: (a) the filing of an application by a Member for, or his or her consent to, the appointment of a trustee, receiver, or custodian of his or her other assets; (b) the entry of an order for relief with respect to a Member in proceedings under the United States Bankruptcy Code, as amended or superseded from time to time; (c) the making by a Member of a general assignment for the benefit of creditors; (d) the entry of an order, judgment, or decree by any court of competent jurisdiction appointing a trustee, receiver, or custodian of the assets of a Member unless the proceedings and the person appointed are dismissed within ninety (90) days; or (e) the failure by a Member generally to pay his or her debts as the debts become due within the meaning of § 303(h)(l) of the United States Bankruptcy Code, as determined by the Bankruptcy Court, or the admission in writing of his or her inability to pay his or her debts as they become due.

     1.8 “Capital Account” means, with respect to any Member, the capital account of that Member determined from the inception of the Company strictly in accordance with the rules set forth in Section 1.704-l(b)(2)(iv) of the Treasury Regulations. In accordance with that Section of the Treasury Regulations, a Member’s Capital Account shall be equal to the amount of money contributed by the Member and the initial Gross Asset Value of any property contributed by the Member, increased by (a) allocations of Net Income to the Member, and (b) the amount of any Company liabilities assumed by such Member or which are secured by any property distributed to such Member, and decreased by (v) the amount of money distributed to the Member, (w) the Gross Asset Value of any property distributed to the Member by the Company, (x) the Member’s share of expenditures of the Company described in Section 705(a)(2)(B) of the Code (including, for this purpose, losses which are nondeductible under Section 267(a)(l) or Section 707(b) of the Code), (y) the Net Losses allocated to the Member, and (z) the amount of any liabilities of such Member assumed by the Company or which are secured by any property contributed by such Member to the Company. In addition, the Capital Accounts of Members may be adjusted by a Majority in Interest of the Members to reflect a revaluation of Company assets pursuant to Section 2.16(b) or 2.16(c). The Capital Account of a Member shall be further adjusted as required by Section 1.704-l(b)(2)(iv) of the Treasury Regulations. To the extent that anything contained herein shall be inconsistent with Section 1.704-l(b)(2)(iv) of the Treasury

Operating Agreement for Hansen Quality, LLC

Page 2

Regulations, the Treasury Regulations shall control. The Capital Account of an Assignee shall be the same as the Capital Account of the Member from whom the Assignee acquired its Interest, as further adjusted pursuant to this Section 1.8.

     1.9 “Capital Contributions” means the total value of cash and fair market value of property contributed to the Company by Members with respect to a Membership Interest (net of liabilities secured by such contributed property that the Company is considered to assume or take “subject to” under Code § 752). The principal amount of a promissory note which is not readily traded on an established securities market and which is contributed to the Company by the maker of the note shall not be included in the Capital Account until the Company makes a taxable disposition of the note or until (and to the extent) principal payments are made on the note, all in accordance with Regulations § 1.704-l(b)(2)(iv)(d)(2).

     1.10 “Code” means the internal Revenue Code of 1986, as amended from time to time, the provisions of succeeding law, and to the extent applicable, the Regulations.

     1.11 “Company” means Hansen Quality, LLC, the limited liability company formed as a result of the filing of the Articles.

     1.12 “Company Minimum Gain” shall have the meaning ascribed to the term “Partnership Minimum Gain” in the Regulations § 1.704-2(d).

     1.13 “Corporations Code” means the California Corporations Code, as amended from time to time, and the provisions of succeeding law.

     1.14 “Dissolution Event” means, with respect to any Member, the Bankruptcy or dissolution of any Member; provided, however, that no “dissolution” shall be deemed to have occurred if the dissolution of the Member occurs in connection with a merger, reorganization, or other transaction in which the obligations of the dissolving Member are assumed by another Person.

     1.15 “Distributable Cash” means the amount of cash from any source that a Majority in Interest of the Members deems available for distribution to the Members, after considering the Reserve and the purposes of this Company.

     1.16 “Economic Interest” means a Member’s or Economic Interest Owner’s share of the Company’s Net Income, Net Losses, and distributions of the Company’s assets pursuant to this Agreement and the Act, but shall not include any other rights of a Member, including, without limitation, the right to vote or participate in the management, or except as required by § 17106 of the Corporations Code and where that requirement cannot be waived by the Operating Agreement, any right to information concerning the business and affairs of Company.

     1.17 “Economic Interest Owner” means the owner of an Economic Interest who is not a Member.

Operating Agreement for Hansen Quality, LLC

Page 3

     1.18 “Effective Date” means the date that the Articles are originally filed with the California Secretary of State.

     1.19 “FNIS” means Fidelity National Information Solutions, a Delaware corporation.

     1.20 “Fiscal Year” means the Company’s fiscal year, which shall be the calendar year.

     1.21 “Former Member” shall have the meaning ascribed to it in Section 11.1.

     1.22 “Former Member’s Interest” shall have the meaning ascribed to it in Section 11.1.

     1.23 “Gross Asset Value” shall mean, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:

          1.23.1 The initial Gross Asset Value of any asset contributed by a Member to the Company shall be the gross fair market value of such asset, as determined by consent of at least three-fourth (3/4) of the Percentage Interests of the Members or, absent such consent, by outside appraisal (with Company paying the cost of that appraisal);

          1.23.2 The Gross Asset Values of all Company assets shall be adjusted to equal their respective gross fair market values, determined by consent of at least three-fourth (3/4) of the Percentage Interests of the Members or, absent such consent, by outside appraisal (with Company paying the cost of that appraisal), with that adjustment being made at the request of any Member as of the following times: (a) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution; (b) the distribution by the Company to a Member of more than a de minimis amount of property as consideration for an interest in the Company; and (c) liquidation of the Company within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g);

          1.23.3 The Gross Asset Value of any Company asset distributed to any Member shall be adjusted to equal the gross fair market value of such assets on the date of distribution as determined by consent of at least three-fourth (3/4) of the Percentage Interests of the Members or, absent such consent, by outside appraisal (with Company paying the cost of that appraisal); and

          1.23.4 The Gross Asset Value of Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m); provided, however, that Gross Asset Values shall not be adjusted pursuant to this Section 1.23 to the extent it is determined by a Majority in Interest of the Members that an adjustment pursuant to Section 1.23.2 hereof is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this Section 1.23.4.

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     If the Gross Asset Value of an asset has been determined or adjusted pursuant to Sections 1.23.1, 1.23.2, or 1.23.4 hereof, such Gross Asset Value shall thereafter be adjusted by the depreciation taken into account with respect to such asset for purposes of computing Net Income and Net Losses.

      1.24 “Hansen Employment Agreement” means the written employment agreement between Greg Hansen and the Company that is dated as of the same date set forth in the introductory paragraph to this Agreement.

     1.25 “Hansen Qualify” is defined in the introductory paragraph on page 1 of this Agreement.

     1.26 “Hansen Trust” is defined in the introductory paragraph on page 1 of this Agreement.

     1.27 “Interim Period” means the term beginning on the Effective Date and ending on the December 31, 2005, or, if earlier, the date Hansen Quality no longer owns any interest in the Company.

     1.28 “Majority Interest” or “Majority in Interest” or references in this Agreement to the “consent of the Members” or variations thereof means the vote or written consent one or more Percentage Interests of Members which taken together exceed fifty percent (50%) of the aggregate of all Percentage Interests entitled to vote on the matter. All references in this Agreement to a different specified Percentage Interest of the Members means Members whose combined Percentage Interests represent such specified percentage of the Percentage Interests held by all Members entitled to vote on the matter.

     1.29 “Member” means each Person who (a) is an initial signatory to this Agreement, has been admitted to the Company as a Member in accordance with the Articles or this Agreement or an assignee who has become a Member in accordance with Section 5 or Section 9 and (b) has not resigned, withdrawn, been expelled or, if other than an individual, dissolved.

     1.30 “Member Nonrecourse Debt” shall have the meaning ascribed to the term “Partner Nonrecourse Debt” in Regulations § 1.704-2(b)(4).

     1.31 “Member Nonrecourse Deductions” means items of Company loss, deduction, or Code § 705(a)(2)(B) expenditures that are attributable to Member Nonrecourse Debt.

     1.32 “Membership Interest” means a Member’s entire interest in the Company including the Member’s Economic Interest, the right to vote on or participate in the management, and the right to receive information concerning the business and affairs of the Company.

     1.33 “Net Income” and “Net Losses” shall mean the net income and net losses, respectively, of the Company computed in accordance with federal income tax principles (i) under the method of accounting elected by the Company for federal income tax purposes,

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(ii) as applied without regard to any recharacterization of transactions or relationships that might otherwise be required under such tax principles, and (iii) as otherwise adjusted pursuant to the provisions in this Section 1.33. The net book income or net loss of the Company shall also be computed, inter alia, by:

          1.33.1 including as Net Income or Net Loss, as appropriate, any adjustment to the Gross Asset Value of any Company asset pursuant to Section 1.23.2 or 1.23.3;

          1.33.2 including as income or deductions, as appropriate, any tax-exempt income and related expenses that are neither properly included in the computation of taxable income nor capitalized for federal income tax purposes;

          1.33.3 including as a deduction or loss any losses incurred by the Company in connection with the sale or exchange of property notwithstanding that such losses may be disallowed to the Company for federal income tax purposes under the related party rules of Code Sections 267(a)(l) or 707(b) or otherwise;

          1.33.4 calculating the gain or loss on disposition of Company assets and the depreciation, amortization or other cost recovery deductions, if any, with respect to Company assets by reference to their Gross Asset Value rather than their adjusted tax basis;

          1.33.5 excluding any gain or income, or loss specially allocated under Sections 7.2, 7.3 or 7.5 hereof;

          1.33.6 excluding any Nonrecourse Deductions.

     1.34 “Nonrecourse Deductions” in any fiscal year means the amount of Company deductions that are characterized as “nonrecourse deductions” under Regulations § 1.704-2(b)(l).

     1.35 “Nonrecourse Liability” shall have the meaning set forth in Regulations § 1.752-1(a)(2).

     1.36 “Percentage Interest” means the interest of a Member as set forth on Exhibit A and as may thereafter be adjusted as specified in this Agreement.

     1.37 “Person” means any natural person, corporation, partnership, limited liability company, proprietorship, association, trust, joint venture or other legal entity, including any governmental authority, body or agency.

     1.38 “Preferred Return” means an amount equal to fifteen percent (15%) of the Net Income of the Company from the Effective Date through December 31, 2004.

     1.39 “Regulations” shall, unless the context clearly indicates otherwise, mean the regulations currently in force as final or temporary that have been issued by the U.S. Department of Treasury pursuant to its authority under the Code.

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     1.40 “Remaining Members” shall have the meaning ascribed to it in Section 11.1.

     1.41 “Reserve” shall be the amount established as a reserve account to be used for such purposes as working capital to provide for the anticipated needs and expenses of the Company, debt service to third parties or Members (including made by FNIS pursuant to Section 8.1 below), the payment of all Company expenses, reinvestment, capital improvements, acquisitions, replacements, additional investments and contingencies, all as determined as follows: (a) during the Interim Period, by consent of at least three-fourth (3/4) of the Percentage Interests of the Members; and (b) after the Interim Period, by consent of a Majority in Interest of the Members.

     1.42 “Transfer” means, as a noun, any attempted direct or indirect, voluntary or involuntary, transfer, sale, assignment, mortgage, encumbrance, pledge, hypothecation, alienation or other disposition and, as a verb, directly or indirectly, voluntarily or involuntarily, to transfer, sell, assign, mortgage, encumber, pledge, hypothecate, alienate or otherwise dispose of.

2. Company Purposes.

     2.1 General. The purpose of the Company is to engage in any lawful activity for which a limited liability company may be organized under the Act. Notwithstanding the prior sentence, the Company shall not, without the consent of at least three-fourth (3/4) of the Percentage Interests of the Members, engage in any business other than the business of providing the following real estate-related services: appraisal review, risk assessment and analysis, valuation and consulting, provided, however, that the Company may engage in activities that are directly related to said real estate-related services if the CEO or President of the Company determine that those activities are necessary, advisable or appropriate.

3. Organizational Matters.

     3.1 Formation. Pursuant to the Act, the Members have formed a California limited liability company under the laws of the State of California by filing the Articles with the California Secretary of State. The rights and liabilities of the Members shall be determined pursuant to the Act and this Agreement. To the extent that the rights or obligations of any Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

     3.2 Name. The name of the Company shall be “Hansen Quality, LLC,” and Hansen Quality and Greg Hansen consent to the use of that name by the Company or its successors in interest, including, without limitation, at all times after the expiration of the Interim Period. The business of the Company may be conducted under that name or, upon compliance with applicable laws, any other name that the CEO of the Company may designate in writing, provided, however, that during the Interim Period the name of the Company may only be changed if Hansen Quality consents in writing to the change.

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     3.3 Statutory Filings. The Members, or any one of them on the Company’s behalf, shall sign and cause to be filed and published an appropriate fictitious business name statement under the California Fictitious Business Name Law in each county in California in which the Company does business within forty (40) days after the Company begins doing business in that county under a fictitious name, within forty (40) days after any subsequent change in its membership which requires and amendment to the statement previously on file, and before the expiration of any previously filed statement.

     3.4 Principal Office. The principal business office of the Company shall initially be located at 2204 Garnet Ave., Suite 102, San Diego, California, 92109. The principal place of business or the mailing address may be changed from time to time, and other offices or mailing addresses may be established by actions taken in accordance with the provisions of this Agreement that govern management of the Company’s business and affairs; provided, however, that the Company must continuously maintain an office in the State of California as required by the Act and provided further, that during the Interim Period, the principal business office of the Company may only be changed from the office designated in the prior sentence if Hansen Quality consents in writing to the change.

     3.5 Term. The term of this Agreement commenced on the filing of the Articles, and shall continue perpetually unless terminated as expressly provided in this Agreement.

     3.6 Office and Agent. The Company shall continuously maintain an office and registered agent in the State of California as required by the Act. The principal office of the Company shall be as determined by a Majority in Interest of the Members. The Company also may have such offices, anywhere within and without the State of California, as a Majority in Interest of the Members from time to time may determine. The registered agent shall initially be as stated in the Articles and shall thereafter be as determined by a Majority in Interest of the Members.

     3.7 Addresses of the Members. The addresses of the Members are set forth on Exhibit A.

4. Capital Contributions.

     4.1 Initial Capital Contributions. The Members shall contribute the assets with the values, net of liabilities assigned to the Company, and tax basis set forth on Exhibit A as their initial Capital Contributions. The Company hereby agrees to assume and timely pay all of the liabilities of the Acquired Business other than the “Excluded Liabilities,” as that term is used in the Membership Purchase Agreement by and between FNIS, Hansen Quality and the Hansen Trust.

     4.2 Additional Capital Contributions. No Member shall be required to make any Capital Contributions over and above those described in Section 4.1.

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     4.3 Voluntary Capital Contributions. No Member may make any voluntary contribution of capital to the Company without the written consent of at least three-fourth (3/4) of the Percentage Interests of the Members.

     4.4 Capital Accounts. The Company shall establish an individual Capital Account for each Member. The Company shall make an election under § 754 of the Code upon the permitted Transfer of any Member’s interest in the Company and the assets of the Company shall be booked to fair market value at such time with appropriate adjustments to the Members’ respective Capital Accounts. No Member shall have any liability to the Company, to any other Member, or to the creditors of the Company on account of any deficit Capital Account balance.

     4.5 No Interest. No Member shall receive any interest with respect to its Capital Contributions or its Capital Account.

     4.6 Withdrawals of Capital. No Member may withdraw capital from the Company without the consent of at least three-fourth (3/4) of the Percentage Interests of the Members.

     4.7 Loans. Loans by a Member to the Company are allowed so long as Section 6.10 below is complied with.

5. Members.

     5.1 Limited Liability. Except as required under the Act or as expressly set forth in this Agreement, no Member shall be personally liable for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise. No Member or officer, manager or employee of the Company shall have any personal liability for the repayment of any Capital Contributions of any Member.

     5.2 Admission of Additional Members. The Company may not issue additional Membership Interests in the Company without the unanimous consent of the Members.

     5.3 Withdrawals or Resignations. No Member has the right to withdraw, resign or retire from the Company.

     5.4 Termination of Membership Interest. Upon (i) the transfer of a Member’s Membership Interest in violation of this Agreement; or (ii) the occurrence of a Dissolution Event as to such Member which does not result in the dissolution of the Company, the Membership Interest of a Member shall be terminated and converted into an Economic Interest.

     5.5 Voting Rights. Unless a higher percentage is expressly required by this Agreement, then a vote, consent or approval of Members holding a Majority Interest shall be sufficient to authorize or approve all matters in which a vote, approval or consent of the Members is required.

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     5.6 Meetings of Members.

          5.6.1 Date, Time and Place of Meetings of Members; Secretary. No annual or regular meetings of Members are required. Meetings of Members, if any, may be held at such date, time and place within or without the State of California as a Majority in Interest of the Members may fix from time to time. At any Members’ meeting, a Majority in Interest of the Members shall appoint a person to act as secretary of the meeting. The secretary of the meeting shall prepare minutes of the meeting that shall be placed in the minute book of the Company.

          5.6.2 Power to Call Meetings. Unless otherwise prescribed by: (a) the Act in a provision that cannot be waived by this Agreement or (b) by the Articles, meetings of the Members may be called upon written demand of Members holding ten percent (10%) or more of the Percentage Interests for the purpose of addressing any matters on which the Members may vote.

          5.6.3 Notice of Meeting. Written notice of a meeting of Members shall be sent or otherwise given to each Member in accordance with Corporations Code § 17104(c)(2) not less than three (3) nor more than sixty (60) days before the date of the meeting. The notice shall specify the place, date and hour of the meeting and the general nature of the business to be transacted. Any Member entitled to call a meeting of Members may cause notice to be given to the Members entitled to vote that a meeting will be held at a time requested by the person calling the meeting, not less than three (3) days nor more than sixty (60) days after the receipt of the request. If the notice is not given within ten (10) days after the receipt of the request, the person entitled to call the meeting may give the notice.

          5.6.4 Waiver of Notice or Consent. The actions taken at any meeting of Members, however called and noticed, and wherever held, shall have the same validity as if taken at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the Members entitled to vote but who was not present in person or by proxy, signs a written waiver of notice or consents to the holding of the meeting or approves the minutes of the meeting. All such waivers, consents or approvals shall be filed with the Company records or made a part of the minutes of the meeting.

          Attendance of a person at a meeting shall constitute a waiver of notice of that meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the meeting. Neither the business to be transacted nor the purpose of any meeting of Members need be specified in any written waiver of notice.

          5.6.5 Action by Written Consent without a Meeting. Any action that may be taken at a meeting of Members may be taken without a meeting, if a consent in writing setting forth the action so taken is signed and delivered to the Company within sixty (60) days of the record date for that action by all of the Members. All such consents shall be filed with the

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Secretary, if any, of the Company and shall be maintained in the Company records. Any Member giving a written consent, or the Member’s proxy holders, may revoke the consent by a writing received by the president or secretary, if any, of the Company before written consents of the number of shares required to authorize the proposed action have been filed.

          5.6.6 Meetings Other than In-Person. So long as not prohibited by statute, managers or Members may participate in any meeting through any means of communication, including conference telephone, electronic video screen communication, or other communications equipment. Participating in a meeting pursuant to the prior sentence constitutes presence in person at that meeting if each participating Person is provided the means to communicate with all the other Persons concurrently and (i) the meeting is held by conference telephone or video conferencing or other communications mode enabling participants to determine, through voice or image recognition, that a participant is or is not a Person entitled to participate in the meeting, or (ii) another communications device (e.g., a computer modem) is used in conjunction with another method (determined in the discretion of the chairperson of the meeting) enabling participants to determine that a participant is or is not entitled to participate in the meeting. Such verification method may include use of passwords or similar codes for gaining access to the meeting or encryption and authentication technology approved in the discretion of the chairperson of the meeting.

          5.6.7 Record Date. In order that the Company may determine the Members of record entitled to notices of any meeting or to vote, or entitled to receive any distribution or to exercise any rights in respect of any distribution or to exercise any rights in respect of any other lawful action, Members representing fifty percent (50%) or more of the Membership Interests may fix, in advance, a record date, that is not more than sixty (60) days nor less than ten (10) days prior to the date of the meeting and not more than sixty (60) days prior to any other action. If no record date is fixed, the record date shall be as set forth in § 17104(k) of the Corporations Code.

          5.6.8 Other Procedures; Proxies. Except as specifically altered by this Agreement, the procedures relating to meetings of Members and the use of proxies shall be governed by § 17104 of the Corporations Code.

     5.7 Certificate of Membership Interest.

          5.7.1 Certificate. A Membership Interest may, but need not be, represented by a certificate of membership. A Majority in Interest of the Members shall determine whether Membership Interests shall be represented by certificates of membership. If a Majority in Interest of the Members determine that Memberships Interests shall be represented by certificates of membership, the exact contents of a certificate of membership shall be determined by a Majority in Interest of the Members but shall be issued substantially in conformity with the following requirements. The certificates of membership shall be respectively numbered serially; as they are issued, shall be impressed with the Company seal or a facsimile thereof, if any; and shall be signed by the CEO or COO and the Secretary of the Company. Each certificate of membership shall state the name of the Company, the fact that the

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Company is organized under the laws of the State of California as a limited liability company, the name of the person to whom issued, the date of issue, and the Percentage Interests represented thereby. A statement of the designations, preferences, qualifications, limitations, restrictions, and material special or relative rights of the Membership Interest, if any, shall be set forth in full or summarized on the face or back of the certificates which the Company shall issue, or in lieu thereof, the certificate may set forth that such a statement or summary will be furnished to any holder of the Membership Interests upon request without charge. Each certificate of membership shall be otherwise in such form as may be determined by a Majority in Interest of the Members.

          5.7.2 Cancellation of Certificate. All certificates of membership surrendered to the Company for transfer shall be canceled and no new certificates of membership shall be issued in lieu thereof until the former certificates for a like number of Membership interests shall have been surrendered and canceled, except as herein provided with respect to lost, stolen, or destroyed certificates.

          5.7.3 Replacement of Lost, Stolen, or Destroyed Certificate. Any Member claiming that his or her certificate of membership is lost, stolen, or destroyed may make an affidavit or affirmation of that fact and request a new certificate. Upon the giving of an indemnity to the Company that is satisfactory to a Majority in Interest of the Members, a new certificate may be issued of the same tenor and representing the same Percentage Interest of membership as was represented by the certificate alleged to be lost, stolen, or destroyed.

6. Management and Control of the Company.

     6.1 Management of the Company. Subject to any voting rights hereunder or mandated by the Act, the President of the Company shall be responsible for the day-to-day affairs of the Company. Matters that, if the Company were a California corporation, would require the approval or ratification of the board of directors of that corporation will require the approval or ratification of at least three-fourth (3/4) of the Percentage Interests of the Members.

     6.2 Officers. If there is a conflict between the terms of this Section 6.2 and the terms of the Hansen Employment Agreement, the terms of the Hansen Employment Agreement shall govern and control.

          6.2.1 Appointment of Officers.

               6.2.1.1 If FNIS acquires a Membership Interest in the Company, then, during the Interim Period and for so long as FNIS holds such Membership Interest, the Chief Executive Officer (sometimes referred to herein as the “CEO”), the Chief Financial Officer and the Secretary of the Company shall be the same person that generally holds such offices of the subsidiaries of FNIS.

               6.2.1.2 As described in, and subject to the terms of, the Hansen Employment Agreement, Greg Hansen shall serve as President of the Company.

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               6.2.1.3 During the Interim Period, the President of the Company, subject to the terms and conditions of the Hansen Employment Agreement, may, but is not obligated to, appoint such other officers (e.g., Chief Operating Officer, Chief Technical Officer, Vice President) as the President advisable, provided, however, that the President may not, without the approval of a Majority in Interest of the Members, cause the Company to enter into a written employment agreement with any such Person where that employment agreement has a term of more than one-year.

               6.2.1.4 After the Interim Period, the Members may, but are not obligated to, appoint such other officers (e.g., Chief Operating Officer, Chief Technical Officer, Vice President) as is deemed advisable by the vote of a Majority in Interest of the Members.

The officers shall serve at the pleasure of the Members, subject to all rights, if any, of an officer under any contract of employment. Each officer shall be considered an at-will employee or independent contractor, as applicable, unless the officer has a written contract of employment and no such officer shall have a written employment agreement having a term of more than one-year unless a Majority in Interest of the Members has approved that agreement. Any individual may hold any number of offices. No officer need be a resident of the State of California or citizen of the United States. If a Member is not an individual, such Member’s officers or members may serve as officers of Company. The officers shall exercise such powers and perform such duties as specified in this Agreement and as shall be determined from time to time by the Members.

          6.2.2 Removal. Subject to the rights, if any, of an officer under contract of employment, any officer may be removed at any time, either with or without cause, by the vote of at least Majority in Interest of the Members.

          6.2.3 Resignation. Any officer may resign at any time by giving written notice to the Company and each Member. Any resignation shall take effect on the second (2^nd) business day after the mailing of the described notice to the Company; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party.

          6.2.4 Vacancy. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in this Agreement for regular appointments to that office.

          6.2.5 Salaries of Officers. The officers described m Section 6.2.1.1 shall not receive compensation from the Company for their services to the Company. Greg Hansen shall receive a salary for acting as President of the Company as is described in the Hansen Employment Agreement. All other salaries of all other officers and agents of the Company, if any, shall be fixed by the vote of a Majority in Interest of the Members unless delegated to an officer or agent (e.g., as provided in the Hansen Employment Agreement).

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          6.2.6 Duties and Powers of the Chairperson. The Chairperson (or Chairman or Chairwoman), if such an officer be appointed by the CEO and, shall, if present, preside at meetings of the Members, and exercise and perform such other powers and duties as may be from time to time assigned to him by vote as follows: as follows: (a) during the Interim Period, by vote of at least three-fourth (3/4) of the Percentage Interests of the Members; and (b) after the Interim Period, by vote of a Majority in Interest of the Members. If there is no CEO and no COO, the Chairperson shall, in addition, have the powers and duties of the CEO as described in Section 6.2.7.

          6.2.7 Duties and Powers of the Chief Executive Officer. The Chief Executive Officer, if such an officer be appointed, shall, subject to the control of a vote of a Majority in Interest of the Members, have general supervision, direction and control over the Company’s business and its officers, including such general powers and duties usually vested in the office of a chief executive officer. Without limiting the generality of the foregoing, the Chief Executive Officer shall have the following powers:

               6.2.7.1 in the absence of a Chairperson or if there is no Chairperson, preside at meetings of the Members, and be ex officio a member of all committees of the Company or the Members;

               6.2.7.2 to call meetings of the Members to be held, subject to the limitations prescribed by law or by this Operating Agreement, at such times and at such places as the CEO shall deem proper;

               6.2.7.3 to execute proxies on behalf of the Company, to vote stock or other interests owned by it in any other Person as the agent of the Company;

               6.2.7.4 unless otherwise directed by the vote of a Majority in Interest of the Members and subject to the control of such a vote of the Members, attend in person and, unless prohibited by law, act and vote, on behalf of the Company, at all meetings of the owners of any Person in which the Company owns an interest; and

               6.2.7.5 subject to any other applicable restrictions herein, execute bonds, mortgages and other contracts requiring a seal, under the seal of Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by agreement (e.g., an employment agreement) or vote of a Majority in Interest of the Members to some other officer or agent of Company.

               6.2.7.6 to delegate in writing to the President of the Company any or all of the foregoing, including such duties and responsibilities expressly set forth in the Hansen Employment Agreement.

          6.2.8 Duties and Powers of the President. If there should be a President, he or she shall be the general manager of the daily operations of the Company and shall have

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general and active management of the operations and affairs of the Company, subject, however, to the control of the Members and the powers granted to the Chief Executive Officer, if any. If no Chief Executive Officer is elected or that office is vacant then the President shall have all of the powers and duties of the Chief Executive Officer. In the absence or disability of the CEO, the President shall perform all the duties of the CEO and shall for this purpose act within the CEO’s scope of authority. The President may also be elected or appointed as the Chief Operating Officer of the corporation.

          6.2.9 Duties and Powers of the Chief Operating Officer. If there should be a Chief Operating Officer (sometimes referred to for convenience as the “COO”), he or she shall, in the case of the absence, disability or death of the Chief Executive Officer, Chairperson and the President, exercise all the powers and perform all duties of the President. The Chief Operating Officer shall have such other powers and perform such other duties as may be granted or prescribed by this Operating Agreement, the vote of a Majority in Interest of the Members, the Chief Executive Officer or the President in that order of priority should there be a conflict.

          6.2.10 Duties and Powers of Chief Technical Officer. Should such an office be established, the Chief Technical Officer would be primarily responsible for overseeing all information technology functions, including information systems, computer operations, network systems, data warehouse, telecommunications, enterprise wide systems, applications programming, and systems programming (internal). The Chief Technical Officer shall have such other powers and perform such other duties as may be granted or prescribed by this Operating Agreement, the vote of a Majority in Interest of the Members, the Chief Executive Officer, the President and the COO in that order of priority should there be a conflict.

          6.2.11 Duties and Powers of Vice President. Should such an office (or offices) be established, then, in case of the absence, disability, or death of the Chairperson, Chief Executive Officer, the Chief Operating Officer, and the President, then the Vice President, or one of the Vice Presidents, shall exercise all the powers and perform all duties of the President. If there are more than one Vice President, the order in which the Vice Presidents shall succeed to the powers and duties of the President shall be fixed by the CEO or the vote of a Majority in Interest of the Members. The Vice President or Vice Presidents shall have such other powers and perform such other duties as may be granted or prescribed by this Operating Agreement, the vote of a Majority in Interest of the Members, the Chief Executive Officer, the President and the COO in that order of priority should there be a conflict.

          6.2.12 Duties and Powers of Secretary. The Secretary, should such an office be established, shall attend all meetings of the Members, and shall record all the proceedings of the meetings in a book to be kept for that purpose, and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Members. The Secretary shall have custody of the seal of the Company (if applicable) and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his or her signature. The Members may give general authority to any other officer to affix the seal of Company and to attest the affixing by his or her signature.

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     The Secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by resolution of the Members, a register, or a duplicate register, showing the names of all Members and their addresses, their Percentage Interests, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation. The Secretary shall also be responsible for the books and records (other than the accounting-type books and records since they are within the purview of the chief financial officer) and such other documents as may be required under the Act. The Secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the vote of a Majority in Interest of the Members, the Chief Executive Officer, the President and the COO in that order of priority should there be a conflict. The Secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.

     If the Members choose to appoint an Assistant Secretary or Assistant Secretaries, the Assistant Secretaries, in the order of their seniority, in the absence, disability or inability to act or inability to act of the Secretary, shall perform the duties and exercise the powers of the Secretary, and shall perform such other duties as the Members may from time to time prescribe.

          6.2.13 Duties and Powers of Chief Financial Officer. The Chief Financial Officer, should such an office be established, shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, Capital Accounts, Percentage Interests, Membership Interests and Economic Interests. The books of account shall at all reasonable times be open to inspection by any Member.

          The Chief Financial Officer shall have the custody of the funds and securities of Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to Company, and shall deposit all moneys and other valuable effects in the name and to the credit of Company in such depositories as may be designated by the Members.

          The Chief Financial Officer shall disburse the funds of Company as required by this Agreement, as directed by the vote of a Majority in Interest of the Members, or the CEO, in that order of priority should there be a conflict, taking proper vouchers or receipts for such disbursements, and shall render to the CEO and the Members, at their regular meetings (if applicable), when the Members so require, or at a special meeting of the Members, an account of all his or her transactions as treasurer and of the financial condition of Company.

          The Chief Financial Officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed by this Operating Agreement, the vote of a Majority in Interest of the Members, the Chief Executive Officer, the President and the COO in that order of priority should there be a conflict. The Chief Financial Officer shall have the general duties, powers and responsibility of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.

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          If the Members choose to elect an Assistant Treasurer or Assistant Treasurers, the Assistant Treasurers in the order of their seniority shall, in the absence, disability or inability to act of the Chief Financial Officer, perform the duties and exercise the powers of the Chief Financial Officer, and shall perform such other duties as the Members shall from time to time prescribe.

          6.2.14 Acts of Officers as Conclusive Evidence of Authority. Subject to any other applicable restrictions herein, any note, mortgage, evidence of indebtedness, contract, certificate, statement, conveyance, or other instrument in writing, and any assignment or endorsement thereof, executed or entered into between the Company and any other person, when signed by the Chairperson, the CEO, the President or any Vice President and any Secretary, any Assistant Secretary, the Chief Financial Officer, or any Assistant Treasurer of the Company, is not invalidated as to the Company by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the same.

          6.2.15 Limited Liability. No person who is an officer shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being an officer of the Company.

     6.3 Manager(s). The Company shall, pursuant to this Agreement, initially be managed by its Members. The Members, by the written consent of at least three-fourth (3/4) of the Percentage Interests of the Members, may elect a manager, in which case the Articles shall be amended as required by Corporations Code §§ 17150 and 17151.

     6.4 Handling Funds. The bank accounts of the Company shall be maintained in such banking institutions as are approved by the CEO and withdrawals shall be made only in the regular course of Company business and as otherwise authorized in this Agreement.

     6.5 General Fiduciary Duty. The Members covenant to take all actions which may be necessary or appropriate (i) for the continuation of the Company’s valid existence as a limited liability company under the laws of the State of California (and of each other jurisdiction in which such existence is necessary to enable the Company to conduct the business in which it is engaged) and (ii) for the accomplishment of the Company’s purposes. The Members shall be under a fiduciary duty to conduct the affairs of the Company in the best interests of the Company and of the Members, including the safekeeping and use of all of the property of the Company and the use thereof for the exclusive benefit of the Company.

     6.6 Devotion of Time. Except as set forth in any employment agreement between the Company and a Member, the Members shall devote to the Company such time as may be necessary for the proper performance of their respective duties hereunder, but no Member shall be required to devote full time to the performance of such duties.

     6.7 Performance of Duties: Liability of Members. The Members shall perform their respective duties hereunder in good faith, in a manner that each Member reasonably believes to

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be in the best interests of the Company and its other Members, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

     In performing their respective duties, Members shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, of the following persons or groups unless they have knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that the Member acts in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:

          6.7.1 one or more officers, employees or other agents of the Company whom the Member reasonably believes to be reliable and competent in the matters presented;

          6.7.2 any attorney, independent accountant, or other person as to matters which the Member reasonably believes to be within such person’s professional or expert competence; or

          6.7.3 a committee upon which he does not serve, duly designated in accordance with a provision of the Articles or this Agreement, as to matters within its designated authority, which committee the Member reasonably believes to merit competence.

The foregoing list is not intended to be inclusive of all such information or persons upon which the Members may rely.

     6.8 Limited Liability. No person who is a Member and/or officer of the Company, shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Member and/or officer of the Company.

     6.9 Competing Activities. Each Member covenants that they will themselves, and they will cause each of their Affiliates to, conduct on behalf of the Company all activities that involve, directly or indirectly, the design, creation, marketing or selling of products or the provision of services which are substantially similar to and directly competitive with those products or services sold or provided by: (a) Hansen Quality, immediately prior to the Effective Date; or (b) the Company. Notwithstanding anything to the contrary in the preceding sentence, if FNIS acquires a Membership Interest in the Company, then FNIS shall not be considered to have violated that prior sentence so long as it does not take active action to direct or divert business from Company another Affiliate of FNIS. Hansen Quality and the Hansen Trust each acknowledge that FNIS has one or more Affiliates that currently directly compete with the Company and/or its predecessor, Hansen Quality. The parties intend that FNIS may allow such Affiliate(s) to compete with the Company provided that FNIS does not actively direct or divert business from Company to another Affiliate of FNIS.

          6.9.1 FNIS and its Affiliates do not currently have on the market a collateral risk scoring product or technology and Hansen Quality and the Company have educated FNIS

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about certain aspects of that business. If FNIS becomes a Member of this Company, then by doing so FNIS agrees that, if FNIS or an Affiliate of it develops a collateral risk scoring product or technology that is ready to be marketed (e.g., licensed or sold), then: (a) the Company shall have the first right to negotiate the terms upon which the Company shall license or purchase that product or technology; and (b) (i) FNIS shall negotiate (or cause its Affiliate to negotiate) in good faith with Company regarding the same; (ii) if FNIS (or the applicable Affiliate) or the Company gives the other written notice they desire to terminate negotiations about the license or sale, then the Company shall within five business days of that notice send FNIS (or the applicable Affiliate) the last best written offer of the Company to license or purchase the product or technology in question (the “Last Best Offer”); and (iii) after termination of such negotiations as described in the prior clause (ii), FNIS shall not (and it will cause its Affiliate to not) license or sell the product or technology in question on terms materially more favorable to the licensee or buyer than the terms described in the Last Best Offer.

     6.10 Transactions between the Company and a Member. Subject to any limitations set forth in this Agreement and with the prior approval of a Majority in Interest of the Members after full disclosure of the Member’s involvement, a Member may lend money to and/or transact other business with the Company so long as the loan or transaction is an Arms-Length Transaction. Subject to that limitation and any other applicable law, such Member has the same rights and obligations with respect thereto as a Person who is not a Member.

7. Allocations of Net Income and Net Losses.

     7.1 Allocations of Net Income and Net Loss.

          7.1.1 Net Loss. Subject to Section 7.2, Net Loss for any fiscal year shall be allocated in the following order and priority:

               7.1.1.1 Except as provided in Sections 7.1.1.2 and 7.1.1.3 below, Net Losses shall be allocated to the Members in proportion to their Percentage Interest.

               7.1.1.2 Except as provided in Section 7.1.1.3 below, to the extent Net Income has been allocated pursuant to Sections 7.1.2.2 or 7.1.2.3 below, Net Losses shall be allocated (a) first to offset any Net Income allocated pursuant to Section 7.1.2.3 below, and (b) next to offset any Net Income allocated pursuant to Section 7.1.2.2 below (in each case in proportion to the Member’s respective share of the Net Income so allocated). To the extent any allocations of Net Income are offset pursuant to this Section 7.1.1.2, such allocations shall be disregarded for purposes of computing subsequent allocations pursuant to this Section 7.

               7.1.1.3 The Losses allocated pursuant to Sections 7.1.1.1 and 7.1.1.2 above shall be made only to the extent that such loss allocations will not create an Adjusted Capital Account Deficit for that Member in excess of an amount, if any, equal to such Member’s share of Company Minimum Gain that would be realized on a foreclosure of the Company’s property. Any loss not allocated to a Member because of the foregoing provision shall be allocated to the other Members (to the extent the other Members are not limited in

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respect of the allocation of losses under this Section 7.1.1.3). Any loss reallocated under this Section 7.1.1.3 shall be taken into account in computing subsequent allocations of net income and losses pursuant to this Section 7, so that the net amount of any item so allocated and the income and losses allocated to which Member pursuant to this Section 7, to the extent possible, shall be equal to the net amount that would have been allocated to each such Member pursuant to this Section 7 if no reallocation of losses had occurred under this Section 7.1.1.3. This provision, when used with the qualified income offset provisions in Section 7.2.5, is intended to (i) comply with the alternative test for economic effect set forth in Treasury Regulations § 1.704-1 (b)(2) and (ii) operate as a substitute for the deficit restoration requirement otherwise required in order for allocations to have substantial economic effect.

          7.1.2 Net Income. Subject to Section 7.2, Net Income for any fiscal year shall be allocated in the following order and priority;

               7.1.2.1 First, to the Members until the cumulative Net Income allocated to such Member under this Section 7.1.2.1 for all fiscal years of the Company equals the cumulative Net Losses allocated to such Members pursuant to Section 7.1.1 for all prior periods in proportion to the Member’s respective share of the Net Losses so allocated, and

               7.1.2.2 Second, to Hansen Quality and Hansen Trust, proportionate to their respective Percentage Interests, until the cumulative amounts allocated to them pursuant to this Section 7.1.2.2 is equal to the cumulative Preferred Return calculated through the end of the most recent fiscal year;

               7.1.2.3 the balance, if any, shall be allocated to the Members in proportion to their respective Percentage Interests.

     7.2 Special Allocations.

          7.2.1 Minimum Gain Chargeback. If there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, in subsequent fiscal years) in an amount equal to the portion of such Member’s share of the net decrease in Company Minimum Gain that is allocable to the disposition of Company property subject to a Nonrecourse Liability, which share of such net decrease shall be determined in accordance with Regulations § 1.704(g)(2). Allocations pursuant to this Section 7.2.1 shall be made in proportion to the amounts required to be allocated to each Member under this Section 7.2.1. The items to be so allocated shall be determined in accordance with Regulations § 1.704-2(f). This Section 7.2.1 is intended to comply with the minimum gain chargeback requirement contained in Regulations § 1.704-2(f) and shall be interpreted consistently therewith.

          7.2.2 Chargeback of Minimum Gain Attributable to Member Nonrecourse Debt. If, during any Fiscal Year, there is a net decrease in Company Minimum Gain attributable to a Member Nonrecourse Debt, each member who has a share of the Company Minimum Gain attributable to such Member Nonrecourse Debt (which share shall be determined

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in accordance with Regulations § 1.704-2(i)(5)) shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, in subsequent Fiscal Years) in an amount equal to that portion of such Member Nonrecourse Debt (which share of such net decrease shall be determined in accordance with Regulations §1.704-2(i)(4)). This Section 7.2.2 is intended to comply with the minimum gain chargeback requirement contained in Regulations § 1.704-2(i)(4) and shall be interpreted consistently therewith.

          7.2.3 Nonrecourse Deductions. Any nonrecourse deductions (as defined in Regulations § 1.704-2(b)(l)) for any Fiscal Year or other period shall be allocated to the Members in proportion to their Percentage Interests.

          7.2.4 Member Nonrecourse Deductions. Those items of Company loss, deduction, or Code § 705(a)(2)(B) expenditures which are attributable to Member Nonrecourse Debt for any Fiscal Year or other period shall be specially allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such items are attributable in accordance with Regulations § 1.704-2(i).

          7.2.5 Qualified Income Offset. Notwithstanding Section 7.1, if a Member unexpectedly receives any adjustments, allocations, or distributions described in Regulations §§ 1.704-1 (b)(2)(ii)(d)(4), (5) or (6), or any other event creates a deficit balance in such Member’s Capital Account in excess of such Member’s share of Company Minimum Gain, items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate such excess deficit balance as quickly as possible. Any special allocations of items of income and gain pursuant to this Section 7.2.5 shall be taken into account in computing subsequent allocations of income and gain pursuant to this Section 7 so that the net amount of any item so allocated and the income, gain, and losses allocated to each Member pursuant to this Section 7 to the extent possible, shall be equal to the net amount that would have been allocated to each such Member pursuant to the provisions of this Section 7 if such unexpected adjustments, allocations, or distributions had not occurred.

          7.2.6 Recapture. In the event that the Company has taxable income that is characterized as ordinary income under the recapture provisions of the Code, each Member’s distributive share of taxable gain or loss from the sale of Company assets (to the extent possible) shall include a proportionate share of this recapture income equal to that Member’s prior share of prior cumulative depreciation deductions with respect to the assets which gave rise to the recapture income.

          7.2.7 Code Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Treasury Regulations Section 1.704-l(b)(2)(iv)3(m)(2) or Treasury Regulations Section 1.704-l(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a result of a distribution to a Member in complete liquidation of his interest, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specifically allocated to the Members in accordance with their interests

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in the Company in the event Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or the Members to whom such distribution was made in the event that Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

          7.2.8 Tax Allocations. Except for the allocations contained in Section 7.3, all income, gains, losses, deductions and credits of the Company shall be allocated for federal, state and local income tax purposes in accordance with the allocations of Net Income and Net Loss.

     7.3 Code § 704(c) Allocations. Notwithstanding any other provision in this Section 7, in accordance with Code § 704(c) and the Regulations promulgated thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Gross Asset Value on the date of contribution.

     In the event the Gross Asset Value of any Company asset is adjusted due to a revaluation of Company assets under Treasury Regulations Section 1.704(b)(2)(iv)(f), subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Treasury Regulations thereunder.

     Subject to any contrary provisions elsewhere in this Agreement, any elections or other decisions relating to such allocations shall be made by the Members in any manner that reasonably reflects the purpose and intention of this Agreement, with the Members vote on that determination being made as follow: (a) during the Interim Period, by consent of at least three-fourth (3/4) of the Percentage Interests of the Members; and (b) after the Interim Period, by consent of a Majority in Interest of the Members.

     Allocations pursuant to this Section 7.3 are solely for purposes of federal, state and local taxes. As such, they shall not affect or in any way be taken into account in computing a Member’s Capital Account or share of profits, losses, or other items of distributions pursuant to any provision of this Agreement.

     7.4 Allocation of Net Incomes and Losses and Distributions in Respect of a Transferred Interest. If any Membership Interest is transferred, or is increased or decreased by reason of the admission of a new Member or otherwise, during any fiscal year of the Company, each item of income, gain, loss, deduction or credit of the Company for such fiscal year shall be assigned pro rata to each day in the particular period of such fiscal year to which such item is attributable (i.e., the day on or during which it is accrued or otherwise incurred) and the amount of each such item so assigned to any such day shall be allocated to the Member based upon its respective Interest at the close of such day.

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Notwithstanding any provision above to the contrary, gain or loss of the Company realized in connection with a sale or other disposition of any of the assets of the Company shall be allocated solely to the parties owning Membership Interests as of the date such sale or other disposition occurs.

     7.5 Curative Allocations. The allocations set forth in Sections 7.2.1, 7.2.2, 7.2.5, 7.2.4 and 7.2.7 hereof and the allocations of Nonrecourse Deductions in Sections 7.1.1 and 7.2.3 (the “Regulatory Allocations”) are intended to comply with certain requirements of the Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss, or deduction pursuant to this Section 7.5. Therefore, notwithstanding any other provision of this Section 7 (other than the Regulatory Allocations), there shall be made such offsetting special allocations of Company income, gain, loss or deduction in whatever manner a Majority in Interest of the Members determine appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of the Agreement and all Company items were allocated pursuant to Section 7.1. In exercising their discretion under this Section 7.5, the Members shall take into account future Regulatory Allocations under Sections 7.2.1 and 7.2.2 that, although not yet made, are likely to offset Regulatory Allocations made under Section 7.1 and Section 7.2.4.

     7.6 Obligations of Members to Report Allocations. The Members are aware of the income tax consequences of the allocations made by Section 7 and hereby agree to be bound by the provisions of it in reporting their shares of Company income and loss for income tax purposes.

8. Distributions.

     8.1 Minimum Distribution.

          8.1.1 If the Company has allocated Net Income to any Member for a calendar year then, unless the Members unanimously agree otherwise, the Company shall, on or before April 15 of the next calendar year, make a cash distribution to such Member in an amount equal to:

               8.1.1.1 One hundred percent (100%) of the Net Income for that calendar year allocated to the Member pursuant to Section 7.1.2.2; and

               8.1.1.2 Forty-six percent (46%) of the balance of the Net Income allocated to such Member.

          8.1.2 If FNIS is a Member of the Company and the Company does not have sufficient Distributable Cash to make the minimum distributions described in Section 8.1.1 above, then FNIS shall, pursuant to an Arms-Length Agreement, loan the Company funds sufficient to make the minimum distributions. Such loan shall be repaid prior to any

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distributions of Distributable Cash to the Members over and above the minimum distributions described in Section 8.1.1 above.

     8.2 Distribution of Cash by the Company. Subject to applicable law and any provisions contained elsewhere in this Agreement (including Section 8.1 above or Section 13 below), Distributable Cash shall, unless the Members unanimously agree otherwise, be distributed in the following order and priority:

          8.2.1 First, to Hansen Quality and Hansen Trust until the cumulative cash distributions made to such Members pursuant to Section 8.1.1.1 and this Section 8.2.1 for all fiscal years of the Company equals the cumulative Net Income allocated to such Members pursuant to Section 7.1.2.2 above (net of any Net Losses charged back against that income pursuant to Section 7.1.1.2 above) for all prior periods, in proportion to the Member’s respective share of the Net Income so allocated.

          8.2.2 The balance to the Members in the amounts necessary such that, after considering the distributions pursuant to Section 8.1.1.2 above and this Section 8.2.2, the cumulative distributions made to the Members pursuant to Section 8.1.1.2 above and this Section 8.2.2 are in proportion to the Member’s respective Percentage Interests.

     8.3 Form of Distribution. A Member, regardless of the nature of the Member’s Capital Contribution, has no right to demand and receive any distribution from the Company in any form other than money.

     8.4 Other Distribution Limitations.

          8.4.1 The Members intend to waive, to the fullest extent allowed by applicable law, the provisions of § 17254 of the Corporations Code. To the extent, and only to the extent, some or all of those provisions cannot be waived, then no distribution (whether it be of Distributable Cash or otherwise) shall be made to any Member unless it complies with such portion(s) of Corporations Code § 17254 as cannot be waived.

          8.4.2 The Members desire to waive the provisions of § 17255 of the Corporations Code to the fullest extent allowed by law. To the extent, and only to the extent, such provisions cannot be waived, then a Member who votes for a distribution in violation of this Agreement or the Act is personally liable to the Company, for a period of four years following the distribution, for the amount of the distribution that exceeds what could have been distributed without violating this Agreement or the Act if it is established that the Member did not act in compliance with Section 8.4.1 or Section 13.5 of this Agreement. Any Member who is so liable shall be entitled to compel contribution from each other Member who also is so liable.

     8.5 Return of Distributions. Except for distributions made in violation of the Act or this Agreement, no Member or Economic Interest Owner shall be obligated to return any distribution to the Company or pay the amount of any distribution for the account of the Company or to any creditor of the Company. The amount of any distribution returned to the

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Company by a Member or Economic Interest Owner or paid by a Member or Economic Interest Owner for the account of the Company or to a creditor of the Company shall be added to the account or accounts from which it was subtracted when it was distributed to the Member or Economic Interest Owner and shall increase such Member’s Capital Account accordingly.

9. Transfers of Interests. During the Interim Period, no Member may Transfer any interest in the Company to any Person other than as follows: (a) a Transfer to another Member; (b) a Transfer by Hansen Quality and/or the Hansen Trust of a fifty-five percent (55%) Percentage Interest to FNIS; (c) a Transfer by FNIS to an Affiliate of it so long as the Affiliate does not design, create, market or sell products or services that are competitive to products or services sold or provided by the Company; (d) a Transfer by Hansen Quality to Hansen, (e) a transfer by Hansen Quality or Hansen to the Hansen Family; and (f) a Transfer approved in writing by all Members.

     9.1 “Hansen’s Family” is any Person who, at the time of the Transfer, is: (a) Greg Hansen or Kathleen Hansen, (b) Greg Hansen’s or Kathleen Hansen’s, natural or adoptive lineal ancestors or descendants, and trusts for his, her or their exclusive benefit; and/or (c) any Personal Representative; provided, however, that in the case of clauses (a) and (b), Greg Hansen retains control over voting the Transferred Membership Interest. “Personal Representative” is the Person who succeeds to any part of Greg Hansen’s or Kathleen Hansen’s estate as a result of his or her death, legal incompetence, or Bankruptcy and any transferee of their beneficial interest from any such Person.

10. Special Power of Attorney.

     10.1 Attorney-in-Fact. Each Member grants the CEO of the Company a special power of attorney irrevocably making, constituting, and appointing the CEO as the Members’ attorney-in-fact, with power and authority to act in its name and on its behalf to execute, acknowledge, and swear to in the execution, acknowledgment, and filing of documents, including, without limitation:

          10.1.1 The Certificate and any amendment thereto, or any analogous document of any other State required to be filed or that a Majority in Interest of the Members elect to file;

          10.1.2 Any other instrument or document required to be filed by the Company under the laws of any State or by any governmental agency, or that the CEO elects to file; and

          10.1.3 Any instrument or document that may be required to effect the continuation of the Company, the admission of an additional or substituted Member, or the dissolution and termination of the Company (provided that the continuation, admission, or dissolution and termination are according to the terms of this Agreement), or to reflect any adjustment in amount of the Member’s Capital Contribution or reduction in the Member’s

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Capital Accounts (provided such adjustments are otherwise allowed by the terms of this Agreement).

     10.2 Special Provisions. This special power of attorney (i) is a special power of attorney coupled with an interest, (ii) is irrevocable, (iii) shall survive the granting Member’s death or incapacity, and (iv) is limited to the matters stated in Section 10.

     10.3 Signatures. The CEO may exercise the special power of attorney on behalf of each Member by a facsimile or original signature of the CEO acting as an attorney-in-fact for all the Members.

11. Consequences of Dissolution Event.

     11.1 Dissolution Event. Upon the occurrence of any Dissolution Event, the Company shall dissolve unless the remaining Members (“Remaining Members”) holding a majority of the remaining Membership Interests consent within ninety (90) days of the Dissolution Event to the continuation of the business of the Company. If the Remaining Members consent to the continuation of the business of the Company, the Company and/or the Remaining Members shall purchase, and the member whose actions or conduct resulted in the Dissolution Event (“Former Member”) or such Former Member’s legal representative shall sell, the Former Member’s Membership Interest (“Former Member’s Interest”) as provided in this Section 11 to avoid dissolution of Company.

     11.2 Purchase Price. The purchase price for the Former Member’s Interest shall be the Capital Account balance of the Former Member as adjusted pursuant to Section 4.4 (i.e., after first booking to fair market value the Member’s share of the Company’s assets to determine the Net Income or Net Loss that would have resulted if such asset were sold for such value, with such Net Income or Net Loss shall then be allocated pursuant to Section 7); provided, however, if the Dissolution Event results from a breach of this Agreement by the Former Member, the purchase price shall be reduced by an amount equal to the damages suffered by the Company or the Remaining Members as a result of such breach.

     11.3 Notice of Intent to Purchase. Within thirty (30) days after the fair market value of the Former Member’s Interest has been determined in accordance with Section 1.1, each Remaining Member desiring to purchase a portion of the Former Member’s Interest shall notify the each other Member in writing of his or her interest. The failure of any Remaining Member to submit a notice within the applicable period shall constitute an election on the part of the Member not to purchase any of the Former Member’s Interest. Each Remaining Member so electing to purchase shall be entitled to purchase a portion of the Former Member’s Interest in the same proportion that the Percentage Interest of the Remaining Member bears to the aggregate of the Percentage Interests of all of the Remaining Members electing to purchase the Former Member’s Interest.

     11.4 Election to Purchase Less Than All of the Former Member’s Interest. If any Remaining Member elects to purchase none or less than all of his or her pro rata share of the

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Former Member’s Interest, then the Remaining Members can elect to purchase more than their pro rata share. If the Remaining Members fail to purchase the entire interest of the Former Member, the Company shall purchase any remaining share of the Former Member’s Interest.

     11.5 Payment of Purchase Price. The purchase price shall be paid by the Company or the Remaining Members, as the case may be, by either of the following methods, each of which may be selected separately by the Company or the Remaining Members:

          11.5.1 the Company or the Remaining Members shall at the closing pay in cash the total purchase price for the Former Member’s Interest; or

          11.5.2 the Company or the Remaining Members shall pay at the closing twenty percent (20%) of the purchase price in which case the balance of the purchase price shall then be paid in four equal annual principal installments, plus accrued interest, and be payable each year on the anniversary date of the closing. The unpaid principal balance shall accrue interest at the current applicable federal rate as provided in the Code for the month in which the initial payment is made, but the Company and the Remaining Members shall have the right to prepay in full or in part at any time without penalty. The obligation to pay the balance due shall be evidenced by a promissory note, and if purchased by a Remaining Member, secured by a pledge of the Membership Interest being purchased.

     11.6 Closing of Purchase of Former Member’s Interest. The closing for the sale of a Former Member’s Interest pursuant to this Section 11 shall be held at 10:00 a.m. at the principal office of Company no later than sixty (60) days after the determination of the purchase price, except that if the closing date falls on a Saturday, Sunday, or California legal holiday, then the closing shall be held on the next succeeding business day. At the closing, the Former Member or such Former Member’s legal representative shall deliver to the Company or the Remaining Members an instrument of transfer (containing warranties of title and no encumbrances) conveying the Former Member’s Interest. The Former Member or such Former Member’s legal representative, the Company and the Remaining Members shall do all things and execute and deliver all papers as may be necessary fully to consummate such sale and purchase in accordance with the terms and provisions of this Agreement.

     11.7 Purchase Terms Varied by Agreement. Nothing contained herein is intended to prohibit Members from agreeing upon other terms and conditions for the purchase by the Company or any Member of the Membership Interest of any Member in the Company desiring to retire, withdraw or resign, in whole or m part, as a Member.

12. Accountings, Records, Reporting.

     12.1 Books and Records. The books and records of the Company shall be kept, and the financial position and the results of its operations recorded, for financial purposes in accordance with GAAP and for tax purposes on the accrual method of accounting. The books and records of the Company shall reflect all the Company transactions and shall be appropriate and adequate for the Company’s business. The Company shall maintain at its principal office in California all of the

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information required by § 17058 of the Corporations Code to be maintained there, which statute currently requires that the following be so maintained:

          12.1.1 A current list of the full name and last known business or residence address of each Member and Economic Interest Owner set forth in alphabetical order, together with the Capital Contributions, Capital Account and Percentage Interest of each Member and Economic Interest Owner;

          12.1.2 A current list of the full name and business or residence address of each manager;

          12.1.3 A copy of the Articles and any and all amendments thereto together with executed copies of any powers of attorney pursuant to which the Articles or any amendments thereto have been executed;

          12.1.4 Copies of the Company’s federal, state, and local income tax or information returns and reports, if any, for the six most recent taxable years;

          12.1.5 A copy of this Agreement and any and all amendments thereto together with executed copies of any powers of attorney pursuant to which this Agreement or any amendments thereto have been executed;

          12.1.6 Copies of the financial statements of the Company, if any, for the six most recent Fiscal Years; and

               12.1.6.1 The Company’s books and records as they relate to the internal affairs of the Company for at least the current and past four Fiscal Years.

     12.2 Delivery to Members and Inspection.

          12.2.1 Each Member, manager and Economic Interest Owner has the right, upon reasonable request for purposes reasonably related to the interest of the Person as Member, manager or Economic Interest Owner, (all of which purpose[s] shall be set forth in the written request) to:

               12.2.1.1 inspect and copy during normal business hours any of the Company records described in Sections 12.1.1 through 12.1.6.1; and

               12.2.1.2 obtain from the Company, promptly after their becoming available, a copy of the Company’s federal, state, and local income tax or information returns for each Fiscal Year.

          12.2.2 As and only to the extent allowed by § 17106(i) of the Corporations Code, any request, inspection or copying by a Member or Economic Interest Owner under this Section 12.2 may be made by that Person or that Person’s agent or attorney.

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     12.3 Annual Statements.

          12.3.1 To the extent required by § 17106(e) of the Corporations Code, the Company shall cause to be prepared at least annually, at Company expense, information relating to the Company that is necessary for the preparation of the Member’s federal and state income tax returns. The Company shall send or cause to be sent to each Member or Economic Interest Owner within 90 days after the end of each taxable year such information as is necessary to complete federal and state income tax or information returns, and, a copy of the Company’s federal, state, and local income tax or information returns for that year.

          12.3.2 The Company shall, at such times as is required by law, cause to be filed with the California Secretary of State the statement required under California Corporations Code § 17060.

     12.4 Filings. The Members, at Company expense, shall cause the income tax returns for the Company to be prepared and timely filed with the appropriate authorities. The Members, at Company expense, shall also cause to be prepared and timely filed, with appropriate federal and state regulatory and administrative bodies, amendments to, or restatements of, the Articles and all reports required to be filed by the Company with those entities under the Act or other then current applicable laws, rules, and regulations. If the Company is required by the Act to execute or file any document and, after demand, fails to do so within a reasonable period of time or refuses to do so, any officer or Member may prepare, execute and file that document with the California Secretary of State.

     12.5 Tax Matters for the Company Handled by Tax Matters Partner. Subject to Section 12.6 below, the Members, by the vote of a Majority in Interest, shall from time to time cause the Company to make such tax elections as they deem to be in the best interests of the Company and the Members. For so long as FNIS is a Member, it shall be designated as “Tax Matters Partner” (as defined in Code § 6231) and will serve as such so long as he is a Member, unless said designation is changed by the affirmative vote or written consent of a Majority in Interest of the Members. The Tax Matters Partners is authorized to act (at the Company’s expense) in connection with all examination of the Company’s affairs by tax authorities, including resulting judicial and administrative proceedings and to expend the Company funds for professional services and costs associated therewith. The “Tax Matters Partner” shall oversee the Company tax affairs in the overall best interests of the Company.

     12.6 Code § 754 Election. Any Member has the right and authority to make any election, if permitted by applicable law, to adjust the basis of Company property pursuant to Code Sections 754, 734(b) and 743(b), or comparable provisions of state or local law, in connection with transfers of interests in the Company and Company distributions.

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13. Dissolution and Winding Up.

     13.1 Dissolution. The Company shall be dissolved, its assets shall be disposed of, and its affairs wound upon the first to occur of the following:

          13.1.1 the happening of any Dissolution Event;

          13.1.2 the entry of a decree of judicial dissolution pursuant to § 17351 of the Corporations Code; or

          13.1.3 the vote or written consent of: (a) for so long as Hansen Quality or Hansen Trust are Members, all of the Members; and (b) at any other time, by vote of a Majority in Interest of the Members.

     13.2 Certificate of Dissolution. As soon as possible following the occurrence of any of the events specified in Section 13.1, the Members shall execute a Certificate of Dissolution in such form as shall be prescribed by the California Secretary of State and file the Certificate as required by the Act.

     13.3 Winding Up. Upon the occurrence of any event specified in Section 13.1, the Company shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors. The Members, or a Person designated by a Majority in Interest of the Members, shall be responsible for overseeing the winding up and liquidation of Company, shall take full account of the liabilities of Company and assets, shall either cause its assets to be sold or distributed, and if sold (as promptly as is consistent with obtaining the fair market value thereof), shall cause the proceeds, to the extent sufficient, to be applied and distributed as provided in Section 13.5. The Persons winding up the affairs of the Company shall give written notice of the commencement of winding up by mail to all known creditors and claimants whose addresses appear on the records of the Company. The Members or other Person winding upon the affairs of the Company shall be entitled to reasonable compensation for such services.

     13.4 Distributions in Kind. Any non-cash asset distributed to one or more Members shall first be valued at its fair market value to determine the Net Income or Net Loss that would have resulted if such asset were sold for such value, such Net Income or Net Loss shall then be allocated pursuant to Section 7, and the Members’ Capital Accounts shall be adjusted to reflect such allocations. The amount distributed and charged to the Capital Account of each Member receiving an interest in such distributed asset shall be the fair market value of such interest (net of any liability secured by such asset that such Member assumes or takes subject to). The fair market value of such asset shall be determined by the Member receiving the asset; provided, however, in the latter case, if Members holding a Majority in Interest object (ignoring the Percentage Interest of the Member receiving the asset), the valuation shall be made by an independent appraiser (any such appraiser must be recognized as an expert in valuing the type of asset involved) selected by said Majority in Interest. The Member objecting to the valuation shall pay for the appraisal unless the appraisal indicates a mid-range, value for the asset(s) in question that is, in the aggregate, ten

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percent (10%) or more above or below the contested value, in which case the Member setting the value shall pay for the appraisal.

     13.5 Order of Payments Upon Dissolution. Within a reasonable period of time after the occurrence of any one of the events described in Section 13.1, the Company’s assets and/or the proceeds from the sale of illiquid assets, shall, to the extent sufficient therefor, shall be applied and distributed in the following order:

          13.5.1 First, to the payment and discharge (or the adequate provision for payment and discharge) of all of the Company’s debts and liabilities to creditors other than Members;

          13.5.2 Second, to the payment and discharge of all of the Company’s debts and liabilities to Members; and

          13.5.3 The balance to each Member in accordance with their respective Capital Accounts, after giving effect to all contributions, distributions, and allocations for all periods, until each Member’s Capital Account is reduced to zero.

     13.6 Payment of Liabilities. The payment of a debt or liability, whether the whereabouts of the creditor is known or unknown, has been adequately provided for upon dissolution of the Company if the payment has been provided for by either of the following means:

          13.6.1 Payment thereof has been assumed or guaranteed in good faith by one or more financially responsible persons or by the United States government or any agency thereof, and the provision, including the financial responsibility of the Person, was determined in good faith and with reasonable care by the Members to be adequate at the time of any distribution of the assets pursuant to this Section.

          13.6.2 The amount of the debt or liability has been deposited as provided in § 2008 of the California Corporations Code.

     This Section 13.6 shall not prescribe the exclusive means of making adequate provision for debts and liabilities.

     13.7 Compliance with Regulations. All payments to the Members upon the winding up and dissolution of the Company shall be strictly in accordance with the positive capital account balance limitation and other requirements of Regulations § 1.704-1.

     13.8 Limitations on Payments Made in Dissolution. Except as otherwise specifically provided in this Agreement, each Member shall only be entitled to look to the assets of Company for the return of his or her positive Capital Account balance and shall have no recourse for his or her Capital Contribution and/or share of Net Incomes (upon dissolution or otherwise) against any other Member except as expressly provided in Section 14.

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     13.9 Certificate of Cancellation. The Person or Members who filed the Certificate of Dissolution shall cause to be filed in the office of, and on a form prescribed by, the California Secretary of State, a certificate of cancellation of the Articles upon the completion of the winding up of the affairs of the Company.

     13.10 No Action for Dissolution. Except as expressly permitted in this Agreement, no Member shall take any voluntary action that directly causes the dissolution of the Company (whether the dissolution is under this Section 13 or otherwise). The Members acknowledge that irreparable damage would be done to the goodwill and reputation of the Company if any Member should bring an action in court to dissolve the Company under circumstances where dissolution is not required by Section 13.1. This Agreement has been drawn carefully to provide fair treatment of all parties and equitable payment in liquidation. Accordingly, except where the Members have failed to liquidate the Company as required by this Section 13, each Member hereby waives and renounces his or her right to initiate legal action to seek the appointment of a receiver or trustee to liquidate the Company or to seek a decree of judicial dissolution of the Company on the ground that (a) it is not reasonably practicable to carry on the business of the Company in conformity with the Act or this Agreement, or (b) dissolution is reasonably necessary for the protection of the rights or interests of the complaining Member. Damages for breach of this Section 13.10 shall be monetary damages only (and not specific performance), and the damages may be offset against distributions by the Company to which such Member would otherwise be entitled.

14. Indemnification and Insurance.

     14.1 Definitions. For purposes of this Section 14, the following definitions shall apply:

          14.1.1 “Expenses” shall include, without limitation, attorneys’ fees, disbursements and retainers, court costs, transcript costs, fees of accountants, experts and witnesses, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness or other participant in a Proceeding.

          14.1.2 “Proceeding” includes any action, suit, arbitration, alternative dispute resolution mechanism, investigation, administrative hearing or other proceeding, whether civil, criminal, administrative or investigative in nature, except a proceeding initiated by a Person pursuant to Section 14.10.2 of this Agreement to enforce such Person’s rights under this Agreement.

     14.2 Indemnification of Members and Officers.

          14.2.1 The Company shall indemnify any Member or officer of the Company who was or is a party or is threatened to be made a party to, or otherwise becomes involved in, any Proceeding (other than a Proceeding by or in the right of the Company) by reason of the fact that such Member or officer of the Company is or was an agent of the Company, against all Expenses, amounts paid in settlement, judgments, fines, penalties and

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ERISA excise taxes actually and reasonably incurred by or levied against such manager or officer in connection with such Proceeding if it is determined as provided in Section 14.4 or by a court of competent jurisdiction that such Member or officer acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any Proceeding, whether by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that a Member or officer of the Company did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that a Member or officer had reasonable cause to believe that his or her conduct was unlawful.

          14.2.2. The Company shall indemnify any Member or officer of the Company who was or is a party or is threatened to be made a party to, or otherwise becomes involved in, any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that such Member or officer is or was an agent of the Company only against Expenses actually and reasonably incurred by such Member or officer in connection with such Proceeding if it is determined as provided in Section 14.4 or by a court of competent jurisdiction that such Member or officer acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made with respect to any claim, issue or matter as to which such Member or officer shall have been adjudged liable to the Company unless and only to the extent that the court in which such Proceeding was brought (or other court of competent jurisdiction) shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Member or officer is fairly and reasonably entitled to indemnification for such Expenses which such court shall deem proper.

     14.3 Successful Defense. Notwithstanding any other provision of this Agreement, to the extent that a Member or officer of the Company has been successful on the merits or otherwise in defense of any Proceeding referred to in Section 14.2, or in defense of any claim, issue or matter therein, such manager or officer shall be indemnified against Expenses actually and reasonably incurred in connection therewith.

     14.4 Determination of Conduct. Any indemnification under Section 14.2 (unless ordered by a court as referred to in such Section) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Member or officer of the Company is proper in the circumstances because such Member or officer has met the applicable standard of conduct set forth in Section 14.2. Such determination shall be made by the Members by a vote of a majority-in-interest of Members, whether or not constituting a quorum, who were not parties to such Proceeding.

     14.5 Payment of Expenses in Advance. Expenses incurred by a Member or officer of the Company in connection with a Proceeding shall be paid by the Company in advance of the final disposition of such Proceeding upon receipt of a written undertaking by or on behalf of such Member or officer to repay such amount if it shall ultimately be determined that such Member or

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officer is not entitled to be indemnified by the Company as authorized in this Section 14, with such undertaking being secured by the Member’s entire interest in the Company, if applicable.

     14.6 Indemnification of Other Agents. The Company may, but shall not be obligated to, indemnify any Person (other than a Member or officer of the Company) who was or is a party or is threatened to be made a party to, or otherwise becomes involved in, any Proceeding (including any Proceeding by or in the right of the Company) by reason of the fact that such Person is or was an agent of the Company (including Members who are not officers of the Company), against all Expenses, amounts paid in settlement, judgments, fines, penalties and ERISA excise taxes actually and reasonably incurred by such Person in connection with such Proceeding under the same circumstances and to the same extent as is provided for or permitted in this Section 14 with respect to a Member or officer of the Company.

     14.7 Indemnity Not Exclusive. The indemnification and advancement of Expenses provided by, or granted pursuant to, the provisions of this Section 14, shall not be deemed exclusive of any other rights to which any Person seeking indemnification or advancement of Expenses may be entitled under any agreement, vote of Members, or otherwise, both as to action in such Person’s capacity as an agent of the Company and as to action in another capacity while serving as an agent. All rights to indemnification under this Section 14 shall be deemed to be provided by a contract between the Company and each Member and officer, if any, of the Company who serves in such capacity at any time while this Agreement and relevant provisions of the Act and other applicable law, if any are in effect. Any repeal or modification hereof or thereof shall not affect any such rights then existing.

     14.8 Insurance. The Company shall have the power to purchase and maintain insurance on behalf of any Person who is or was an agent of the Company against any liability asserted against such Person and incurred by such Person in any such capacity, or arising out of such Person’s status as an agent, whether or not the Company would have the power to indemnify such Person against such liability under the provisions of this Section 14 or of Corporations Code § 17155. in the event a person shall receive payment from any insurance carrier or from the plaintiff in any action against such Person with respect to indemnified amounts after payment on account of all or part of such indemnified amounts having been made by the Company pursuant to this Section 14, such Person shall reimburse the Company for the amount, if any, by which the sum of such payment by such insurance carrier or such plaintiff and payments by the Company to such Person exceed such indemnified amounts; provided, however, that such portions, if any, of such insurance proceeds that are required to be reimbursed to the insurance carrier under the terms of its insurance policy shall not be deemed to be payments to such Person hereunder. In addition, upon payment of indemnified amounts under the terms and conditions of this Agreement, the Company shall be subrogated to such Person’s rights against any insurance carrier with respect to such indemnified amounts (to the extent permitted under such insurance policies). Such right of subrogation shall be terminated upon receipt by the Company of the amount to be reimbursed by such Person pursuant to the first sentence of this Section 14.8.

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     14.9 Heirs, Executors and Administrators. The indemnification and advancement of Expenses provided by, or granted pursuant to, this Section 14 shall, unless otherwise provided when authorized or ratified, continue as to a Person who has ceased to be an agent of the Company and shall inure to the benefit of such Person’s heirs, executors and administrators.

     14.10 Right to Indemnification Upon Application.

          14.10.1 Any indemnification or advance under Section 14.2 or Section 14.5 shall be made promptly, and in no event later than sixty (60) days, after the Company’s receipt of the written request of a Member or officer of the Company therefor, unless, in the case of an indemnification, a determination shall have been made as provided in Section 14.4 that such Member or officer has not met the relevant standard for indemnification set forth in Section 14.2.

          14.10.2 The right of a Person to indemnification or an advance of Expenses as provided by this Section 14 shall be enforceable in any court of competent jurisdiction. Neither the failure by the Members of the Company or its independent legal counsel to have made a determination that indemnification or an advance is proper in the circumstances, nor any actual determination by the Members of the Company or its independent legal counsel that indemnification or an advance is not proper, shall be a defense to the action or create a presumption that the relevant standard of conduct has not been met. In any such action, the Person seeking indemnification or advancement of Expenses shall be entitled to recover from the Company any and all expenses of the types described in the definition of Expenses in Section 14.1.1 of this Agreement actually and reasonably incurred by such Person in such action, but only if he or she prevails therein.

     14.11 Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company:

          14.11.1 To indemnify or advance funds to any Person with respect to a Proceeding initiated or brought voluntarily by such Person and not by way of defense, except as provided in Section 14.10.2 with respect to a Proceeding brought to establish or enforce a right to indemnification under this Agreement, otherwise than as required under California law, but indemnification or advancement of Expenses may be provided by the Company in specific cases if a determination is made in the manner provided in Section 14.4 that it is appropriate; or

          14.11.2 If a court of competent jurisdiction finally determines that any indemnification or advance of Expenses hereunder is unlawful.

     14.12 Partial Indemnification. If a Person is entitled under any provision of this Section 14 to indemnification by the Company for a portion of Expenses, amounts paid in settlement, judgments, fines, penalties incurred by such Person in any Proceeding but not, however, for the total amount thereof, the Company shall nevertheless indemnify such Person for the portion of such Expenses, amounts paid in settlement, judgments, fines, penalties or ERISA excise taxes to which such Person is entitled.

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15. Investment Representations. Each Member hereby represents and warrants to, and agrees with the other Members, and the Company as follows:

     15.1 Preexisting Relationship or Experience. (i) He or she has a preexisting personal or business relationship with the Company or one or more of its officers, other Members or control persons or (ii) by reason of his or her business or financial experience, or by reason of the business or financial experience of his or her financial advisor who is unaffiliated with and who is not compensated, directly or indirectly, by the Company or any affiliate or selling agent of the Company, he or she is capable of evaluating the risks and merits of an investment in the Membership Interest and of protecting his or her own interests in connection with this investment.

     15.2 No Advertising. He or she has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of advertising or general solicitation with respect to the sale of the Membership Interest.

     15.3 Investment Intent. He or she is acquiring the Membership Interest for investment purposes for his or her own account only and not with a view to or for sale in connection with any distribution of all or any part of the Membership Interest. No other person will have any direct or indirect beneficial interest in or right to the Membership Interest.

     15.4 Accredited Investor. He or she is an “accredited investor” as defined in Rule 501(c) promulgated by the Securities and Exchange Commission (the “SEC”).

     15.5 Residency. He or she is a resident of the state of California.

     15.6 Economic Risk. He or she is financially able to bear the economic risk of an investment in the Membership Interest, including the total loss thereof.

     15.7 No Registration of Membership Interest. He or she acknowledges that the Membership interest has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or qualified under the California Corporate Securities Law of 1968, as amended, or any other applicable blue sky laws in reliance, in part, on her representations, warranties, and agreements herein.

     15.8 Membership Interest in Restricted Security. He or she understands that the Membership Interest is a “restricted security” under the Securities Act in that the Membership Interest will be acquired from the Company in a transaction not involving a public offering, and that the Membership Interest may be resold without registration under the Securities Act only in certain limited circumstances and that otherwise the Membership Interest must be held indefinitely. In this connection, he or she understands the resale limitations imposed by the Securities Act and is familiar with SEC Rule 144, as presently in effect, and the conditions which must be met in order for that Rule to be available for resale of “restricted securities,” including the requirement that the securities must be held for at least two years after purchase thereof from the Company prior to

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resale (three years in the absence of publicly available information about the Company) and the condition that there be available to the public current information about the Company under certain circumstances. He or she understands that the Company has not made such information available to the public and has no present plans to do so.

     15.9 No Obligation to Register. He or she represents, warrants, and agrees that the Company is under no obligation to register or qualify the Membership Interest under the Securities Act or under any state securities law, or to assist him or her in complying with any exemption from registration and qualification.

     15.10 No Disposition in Violation of Law. Without limiting the representations set forth above, he or she will not make any disposition of all or any part of the Membership Interest which will result in the violation by her or by the Company of the Securities Act, the California Corporate Securities Law of 1968, or any other applicable securities laws. Without limiting the foregoing, he or she agrees not to make any disposition of all or any part of the Membership Interest unless and until:

          15.10.1 There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement and any applicable requirements of state securities laws; or

          15.10.2 (i) He or she has notified the Company of the proposed disposition and has furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Company she has furnished the Company with a written opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of any securities under the Securities Act or the consent of or a permit from appropriate authorities under any applicable state securities law.

     15.11 Legends. He or she understands that the certificates (if any) evidencing the Membership Interest may bear one or all of the following legends:

          15.11.1 “THE SECURITIES REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 NOR REGISTERED NOR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, SUCH QUALIFICATION AND REGISTRATION IS NOT REQUIRED. ANY TRANSFER OF THE SECURITIES REPRESENTED BY THIS AGREEMENT IS FURTHER SUBJECT TO OTHER RESTRICTIONS, TERMS, AND CONDITIONS WHICH ARE SET FORTH HEREIN.”

          15.11.2 Any legend required by applicable state securities laws.

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     15.12 Investment Risk. He or she acknowledges that the Membership Interest is a speculative investment which involves a substantial degree of risk of loss by him or her of his or her entire investment in the Company, that he or she understands and takes full cognizance of the risk factors related to the purchase of the Membership Interest, and that the Company is newly organized and has no financial or operating history.

     15.13 Investment Experience. He or she is an experienced investor in unregistered and restricted securities of limited liability companies and are speculative and high-risk ventures.

     15.14 Restrictions on Transfer ability. He or she acknowledges that there are substantial restrictions on the transferability of the Membership Interest pursuant to this Agreement, that there is no public market for the Membership Interest and none is expected to develop, and that, accordingly, it may not be possible for him or her to liquidate his or her investment in the Company.

     15.15 Information Reviewed. He or she has received and reviewed all information he or she considers necessary or appropriate for deciding whether to purchase the Membership Interest. He or she has had an opportunity to ask questions and receive answers from the Company, the other Members and employees regarding the terms and conditions of purchase of the Membership Interest and regarding the business, financial affairs, and other aspects of the Company and has further had the opportunity to obtain all information (to the extent the Company possesses or can acquire such information without unreasonable effort or expense) which he or she deems necessary to evaluate the investment and to verify the accuracy of information otherwise provided to him or her.

     15.16 No Representations By Company. Neither any Member, any agent or employee of the Company or of any Member, or any other Person has at any time expressly or implicitly represented, guaranteed, or warranted to him or her that he or she may freely transfer the Membership Interest, that a percentage of profit and/or amount or type of consideration will be realized as a result of an investment in the Membership Interest that past performance or experience on the part of the Member or their Affiliates or any other person in any way indicates the predictable results of the ownership of the Membership Interest or of the overall Company business, that any cash distributions from Company operations or otherwise will be made to the Members by any specific date or will be made at all, or that any specific tax benefits will accrue as a result of an investment in the Company.

     15.17 Consultation with Attorney. He or she has been advised to consult with his or her own attorney regarding all legal matters concerning an investment in the Company and the tax consequences of participating in the Company, and has done so, to the extent he or she considers necessary.

     15.18 Tax Consequences. He or she acknowledges that the tax consequences to his or her of investing in the Company will depend on his or her particular circumstances, and neither the Company, the Members, nor the partners, shareholders, members, managers, agents, officers, directors, employees, Affiliates, or consultants of any of them will be responsible or liable for the

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tax consequences to him or her own advisers with respect to the tax consequences of this investment.

     15.19 No Assurance of Tax Benefits. He or she acknowledges that there can be no assurance that the Code or the Regulations will be amended or interpreted in the future in such a manner so as to deprive the Company and the Members of some or all of the tax benefits they might now receive, nor that some of the deductions claimed by the Company or the allocations of items of income, gain, loss, deduction, or credit among the Members may not be challenged by the Internal Revenue Service.

     15.20 Indemnity. He or she shall indemnify and hold harmless the Company, each and every other Member, and any officers, directors, shareholders, managers, members, employees, partners, agents, attorneys, registered representatives, and control persons of any such entity who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of or arising from any misrepresentation or misstatement of facts or omission to represent or state facts made by him or her including, without limitation, the information in this Agreement, against losses, liabilities, and expenses of the Company, each and every other Member, and any officers, directors, shareholders, managers, members, employees, partners, attorneys, accountants, agents, registered representatives, and control persons of any such Person (including attorneys’ fees, judgments, fines, and amounts paid in settlement, payable as incurred) incurred by such Person in connection with such action, suit, proceeding, or the like.

16. Mediation of Disputes.

     16.1 Agreement to Use Procedure. The Members have entered into this Agreement in good faith and in the belief that it is mutually advantageous to them. It is with that same spirit of cooperation that they pledge to attempt to resolve any dispute amicably toward the objective of avoiding litigation. Accordingly, the Members agree if any dispute arises between them relating to this Agreement (the “Dispute”), they will first utilize the procedures specified in this Section 16 (the “Procedure ”)before any Additional Proceedings. The Procedure shall be used in connection with any alleged breach of this Agreement as well as any deadlock in voting or disagreement regarding the operations of the Company.

     16.2 Initiation of Procedure. The Member seeking to initiate the Procedure (the “Initiating Member”) will give written notice to the other Member(s). The notice must describe in general terms the nature of the Dispute and the Initiating Member’s claim for relief. Additionally, the notice must identify one or more individuals with authority to settle the Dispute on the Initiating Member’s behalf. The Members receiving the notice (collectively, the “Responding Member” whether one or more) will have five business days within which to designate by written notice to the Initiating Member, one or more individuals with authority to settle the dispute on the Responding Member’s behalf. The individuals so designated will be known as the “Authorized Individuals.” The Responding Member may authorize himself or herself as an Authorized Individual. The Initiating Member and the Responding Member will collectively be referred to as the “Disputing Members” or individually “Disputing Member.”

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     16.3 Direct Negotiations. The Authorized Individuals may investigate the Dispute as they deem appropriate. But they agree to promptly, and in no event later than 30 days from the date of the Initiating Member’s written notice, meet to discuss the Dispute’s resolution. The Authorized Individuals will meet at the times and places and with the frequency as they may agree. If the Dispute has not been resolved within 30 days from their initial meeting date, the Disputing Members will cease direct negotiations and will submit the Dispute to mediation in accordance with the following procedure.

     16.4 Mediator Selection. The Authorized Individuals will have five business days from the date they cease direct negotiations to submit to each other a written list of acceptable qualified attorney-mediators not affiliated with any Member. Within five days from the date the list is received, the Authorized Individuals will rank the mediators in numerical order of preference and exchange the rankings. If one or more names are on both lists, the highest-ranking person will be designated as the mediator. If no mediator has been selected under this procedure, the Disputing Members agree jointly to request a State or Federal District Judge of their choosing to supply within ten business days a list of potential qualified attorney-mediators. If they cannot agree upon a State or Federal Judge, the Local Administrative Judge for the county in which the Partnership’s principal office is located may supply the list. Within five business days from the date the list is received, the Authorized Individuals will again rank the proposed mediators in numerical order of preference and will simultaneously exchange the list and will select as the mediator the individual receiving the highest combined ranking. If the mediator is not available to serve, they will proceed to contact the mediator who was next highest in ranking until they are able to select a mediator.

     16.5 Mediation Time and Place. In consultation with the mediator selected, the Authorized Individuals will promptly designate a mutually convenient time and place for the mediation. Unless circumstances require otherwise, the time for mediation may not be later than 45 days after selecting the mediator.

     16.6 Information Exchange. If any Disputing Member to this Agreement has substantial need for information in another Disputing Member’s possession in order to prepare for the mediation, all Disputing Members will attempt in good faith to agree to procedures to expeditiously exchange the information, with the mediator’s help if required.

     16.7 Summary of Views. At least seven days before the first scheduled mediation session, each Disputing Member will deliver to the mediator and to the other Disputing Members a concise written summary (no more than ten pages) of its views on the matter in Dispute and the other matters required by the mediator. The mediator may also request that a confidential issue paper be submitted by each Disputing Member to him or her.

     16.8 Parties to be Represented. In the mediation, each Disputing Member will be represented by an Authorized Individual and may be represented by counsel. In addition, each Disputing Member may, with the mediator’s permission, bring the additional Persons as needed to respond to questions, contribute information, and participate in the negotiations.

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     16.9 Conduct of Mediation.

          16.9.1 Mediation Format. The Mediator will determine the format for the meetings. The format must be designed to assure that:

               16.9.1.1 both the mediator and the Authorized Individuals have an opportunity to hear an oral presentation of each Disputing Member’s views on the matter in dispute; and

               16.9.1.2 the authorized parties attempt to negotiate to resolve the matter in dispute, with or without the assistance of counsel or others, but with the mediator’s assistance.

          16.9.2 Commitment to Participate in Mediation in Good Faith. To this end, the mediator is authorized to conduct both joint meetings and separate private caucuses with the Disputing Members. The mediation session will be private. The mediator will keep confidential all information learned in private caucus with any Disputing Member unless specifically authorized by the Disputing Member to disclose the information to the other Disputing Member. The Disputing Members commit to participate in the proceedings in good faith with the intention of resolving the Dispute if at all possible.

     16.10 Termination of Procedure.

          16.10.1 Procedure to Terminate Mediation. The Disputing Members agree to participate in the mediation procedure to its conclusion. The mediation will be terminated by:

               16.10.1.1 executing a settlement agreement by the Disputing Members;

               16.10.1.2 declaring to the mediator that the mediation is terminated; or

               16.10.1.3 a Disputing Member declaring in writing that the mediation process is terminated when one half-day’s mediation session is concluded.

          16.10.2 If Dispute Is Not Resolved. Even if the mediation is terminated without the Dispute’s resolution, the Disputing Members agree not to terminate negotiations and not to commence any Additional Proceedings before five days following the mediation expire. Any Disputing Member may, however, commence Additional Proceedings within the five-day period if the Dispute could be barred by any applicable statute of limitations.

     16.11 Additional Proceedings. The parties agree to participate in good faith in the ADR to its conclusion. If the Disputing Members are not successful in resolving the dispute through the ADR, then the Disputing Members agree that the dispute will be settled as otherwise allowed by law (“Additional Proceedings”).

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     16.12 Mediation Fees; Disqualification. The mediator’s fees and expenses will be shared equally by the Disputing Members. The mediator will be disqualified as a witness, consultant, expert, or counsel for any Disputing Member with respect to the Dispute and any related matters.

     16.13 Confidentiality. Mediation is a compromise negotiation for purposes of Federal and State Rules of Evidence and constitutes privileged communication under California law. The entire mediation process is confidential, and no stenographic, visual, or audio record will be made. All conduct, statements, promises, offers, views, and opinions, whether oral or written, made in the mediation’s course by any Disputing Member, their agents, employees, representatives or other invitees and by the mediator are confidential and will, in addition and where appropriate, be deemed privileged. The conduct, statements, promises, offers, views, and opinions will not be discoverable or admissible for any purpose, including impeachment, in any litigation or other proceeding involving the parties. It will not be disclosed to anyone not any Partner’s agent, employee, expert, witness, or representative. Evidence otherwise discoverable or admissible is not, however, excluded from discovery or admission as a result of its use in mediation.

17. Miscellaneous.

     17.1 Complete Agreement. This Agreement and the Articles constitute the complete and exclusive statement of agreement among the Members with respect to the subject matter herein and therein and replace and supersede all prior written and oral agreements or statements by and among the Members or any of them. No representation, statement, condition or warranty not contained in this Agreement or the Articles will be binding on the Members or have any force or effect whatsoever.

     17.2 Binding Effect. Subject to the provisions of this Agreement relating to transferability, this Agreement will be binding upon and inure to the benefit of the Members, and their respective successors and assigns.

     17.3 Parties in Interest. Except as expressly provided in the Act, nothing in this Agreement shall confer any rights or remedies under or by reason of this Agreement on any Persons other than the Members and their respective successors and assigns nor shall anything in this Agreement relieve or discharge the obligation or liability of any third person to any party to this Agreement, nor shall any provision give any third person any right of subrogation or action over or against any party to this Agreement.

     17.4 Pronouns; Statutory References. All pronouns and all variations thereof shall be deemed to refer to the masculine, feminine, or neuter, singular or plural, as the context in which they are used may require. Any reference to the Code, the Regulations, the Act, Corporations Code or other statutes or laws will include all amendments, modifications, or replacements of the specific sections and provisions concerned.

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     17.5 Headings. All headings herein are inserted only for convenience and ease of reference and are not to be considered in the construction or interpretation of any provision of this Agreement.

     17.6 Interpretation. In the event any claim is made by any Member relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a particular Member or his or her counsel.

     17.7 References to this Agreement. Numbered or lettered articles, sections and subsections herein contained refer to articles, sections and subsections of this Agreement unless otherwise expressly stated.

     17.8 Jurisdiction. Each Member hereby consents to the exclusive jurisdiction of the state and federal courts sitting in San Diego, California in any action on a claim arising out of, under or in connection with this Agreement or the transactions contemplated by this Agreement. Each Member further agrees that personal jurisdiction over him or her maybe effected by service of process by registered or certified mail addressed as provided in Section 17.12 of this Agreement, and that when so made shall be as if served upon him or her personally within the State of California.

     17.9 Exhibits. All Exhibits attached to this Agreement are incorporated and shall be treated as if set forth herein.

     17.10 Severability. If any provision of this Agreement or the application of such provision to any person or circumstance shall be held invalid, the remainder of this Agreement or the application of such provision to persons or circumstances other than those to which it is held invalid shall not be affected thereby.

     17.11 Additional Documents and Acts. Each Member agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions, and conditions of this Agreement and the transactions contemplated hereby.

     17.12 Notices. Any notice to be given or to be served upon the Company or any party hereto in connection with this Agreement must be in writing (which may include facsimile) and will be deemed to have been given and received when delivered to the address specified by the party to receive the notice. Such notices will be given to a Member at the address specified in Exhibit A hereto. Any party may, at any time by giving five (5) days’ prior written notice to the other parties, designate any other address in substitution of the foregoing address to which such notice will be given.

     17.13 Amendments. All amendments to this Agreement will be in writing and signed by all of the Members; provided, however, that any voting provision that relates to a matter in which

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the vote required to approve or reject the item, is more than said percentage, then the amendment must be approved by that greater vote percentage.

     17.14 Reliance on Authority of Person Signing Agreement. If a Member is not a natural person, neither the Company nor any Member will (a) be required to determine the authority of the individual signing this Agreement to make any commitment or undertaking on behalf of such entity or to determine any fact or circumstance bearing upon the existence of the authority of such individual or (b) be responsible for the application or distribution of proceeds paid or credited to individuals signing this Agreement on behalf of such entity.

     17.15 Waiver of Action for Partition. No Member or Economic Interest Owner has any interest in specific property of the Company. Without limiting the foregoing, each Member and Economic Interest Owner irrevocably waives during the term of the Company any right that he or she may have to maintain any action for partition with respect to the property of the Company.

     17.16 Multiple Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

     17.17 Attorney Fees. In the event that any dispute between the Company and the Members or among the members should result in litigation or arbitration, the prevailing party in such dispute shall be entitled to recover from the other party all reasonable fees, costs and expenses of enforcing any right of the prevailing party, including without limitation, reasonable attorneys’ fees and expenses.

     17.18 Time is of the Essence. All dates and times in this Agreement are of the essence.

     17.19 Governing Law. The laws of the State of California shall govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties of the Members.

     17.20 Remedies Cumulative. The remedies under this Agreement are cumulative and shall not exclude any other remedies to which any person may be lawfully entitled.

(the balance of this page is intentionally blank)
(the signature page follows)

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Page 44

     IN WITNESS WHEREOF, the Members of Hansen Quality, LLC, a California limited liability company, have executed this Agreement, effective as of the Effective Date.

	Hansen Family Trust dated April 4, 1997, Trust 3
5/28/02	/s/ Gregory F. Hansen
Date	By: Gregory F. Hansen, Co-trustee
5/28/02	/s/ Kathleen Hansen
Date	By: Kathleen Hansen, Co-trustee

	Hansen Quality Loan Services, a California corporation
5/28/02	/s/ Greg Hansen
Date	By: Greg Hansen
	Its:  President

Operating Agreement for Hansen Quality, LLC

Page 45

EXHIBIT A
to
Operating Agreement for Hansen Quality, LLC

MEMBER’S INITIAL CAPITAL CONTRIBUTION;

PERCENTAGE INTERESTS AND ADDRESSES

		Member’s Capital		Member’s
Member’s Name	Member’s Address	Contribution		Percentage Interest
Gregory F. Hansen and Kathleen Hansen, as Trustees of the Hansen Family Trust dated April 4, 1997, Trust 3	1518 Glorietta Blvd., Coronado CA 92118	$	150,000		1	%
Hansen Quality Loan Services, a California corporation	2204 Garnet Avenue, Suite 102, San Diego, CA 92109	See Note 1			99	%

Note 1:  The assets described on Schedule 1.

Members

	Hansen Family Trust dated April 4, 1997, Trust 3
5/28/02	/s/ Gregory F. Hansen
Date	By: Gregory F. Hansen, Co-trustee
5/28/02	/s/ Kathleen Hansen
Date	By: Kathleen Hansen, Co-trustee

	Hansen Quality Loan Services, a California corporation
5/28/02	/s/ Greg Hansen
Date	By: Greg Hansen
	Its:  President

     This Exhibit or a copy of it should be prepared and signed by the Members each time an additional Capital Contribution is made to the Company and/or each time a transfer of a Membership Interest is made by Members in order to keep Membership Interests up to date for voting and distribution purposes. Each revised Exhibit should be attached to this Agreement and made available for inspection by each Member.

Exhibit A to Hansen Quality, LLC Operating Agreement

Member’s Initial Capital Contribution; Percentage Interests and Addresses

ASSIGNMENT OF 55% LLC MEMBERSHIP INTEREST

     For value received, receipt and sufficiency of which is acknowledged, the undersigned hereby sells, assigns and transfers to Fidelity National Information Services, Inc., a Delaware corporation (“FNIS”), a fifty-five percent (55%) membership interest and percentage interest in and to Hansen Quality, LLC, a California limited liability company (the “LLC”).

     The undersigned hereby appoints the Secretary of Hansen Quality as Attorney to transfer the said membership and percentage interest on the books of Hansen Quality, with full power of substitution in the premises. This Assignment of LLC Membership Interest is signed pursuant to a Membership Purchase Agreement by and between the undersigned, its sole shareholder, and FNIS.

	Hansen Quality Loan Services, a California corporation
5/28/02	/s/ Gregory F. Hansen
Date	By: Gregory F. Hansen
	Its:  President

AGREEMENT TO BE BOUND TO OPERATING AGREEMENT

     By its signature below, the undersigned acknowledges delivery of the foregoing Assignment of LLC Membership Interest and agrees to be bound to the Operating Agreement for Hansen Quality, LLC, a copy of which is attached hereto as Exhibit A (the “Operating Agreement”), to the same extent as if it were a signatory thereto.

	Fidelity National Information Solutions, Inc. a Delaware corporation
	By:
Date	Its:

ACKNOWLEDGEMENT OF ADMISSION TO HANSEN QUALITY, LLC

     The undersigned approve the admission of FNIS as a member of Hansen Quality, LLC, holding a fifty-five percent Percentage Interest (as that term is defined in the Operating Agreement) in that LLC, and acknowledge that FNIS is now a member of that LLC.

5/28/02	/s/ Gregory F. Hansen
Date	Gregory F. Hansen, as President of Hansen
	Corporation, as  President of Hansen LLC, and as Co-Trustee of the Hansen Family Trust date April 4, 1997, Trust 3 (each separately)
5/28/02	/s/ Kathleen Hansen
Date	Kathleen Hansen, as Co-Trustee of the Hansen Family Trust dated April 4, 1997, Trust 3

EX-3.27

Exhibit 3.27

CERTIFICATE OF FORMATION

OF

FNIS Flood Group, LLC

1.	The name of the limited liability company is FNIS Flood Group, LLC.
2.	The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its registered agent at that address is The Corporation Trust Company.
3.	The limited liability company shall exist in perpetuity.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of FNIS Flood Group, LLC on March 1, 2002.

/s/ Marjorie Nemzura  

Marjorie Nemzura, Authorized Person 

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 12:30 PM 03/04/2002

020144350 — 3497919

EX-3.28

Exhibit 3.28

2/1/2005

FNIS Flood Group, LLC

A Delaware Limited Liability Company

AMENDED AND RESTATED OPERATING AGREEMENT

     This Amended and Restated Operating Agreement is adopted as of February 1, 2005, by Fidelity National Information Solutions, Inc., a Delaware corporation (the “Member”) in connection with the operation of FNIS Flood Group, LLC, a Delaware limited liability company. Certain capitalized words used herein have the meanings set forth herein.

1. ORGANIZATION

1.1	General. FNIS Flood Group, LLC (the “Company”) was formed as a Delaware limited liability company on March 4, 2002 by the execution and filing of a Certificate of Formation with the Delaware Secretary of State, which was filed in accordance with the Act, and the rights and liabilities of the Member shall be as provided in such Act, as may be modified in this Agreement. In the event of a conflict between the provisions of the Act and the provisions of this Agreement, the provisions of this Agreement shall prevail unless the Act specifically provides that an operating agreement may not change the provision in question.
1.2	Business Purpose. The Company may engage in any lawful business activity in which a Delaware limited liability company may engage, as determined from time to time by the Member, except that the Company shall not engage in the trust company business or in the business of banking or insurance.
1.3	Name and Address of Company. The business of the Company shall be conducted under the name “FNIS Flood Group, LLC”. Its executive office shall be located at the following address: 601 Riverside Avenue, Jacksonville, FL 32204 or at such other location as the Member shall determine from time to time.
1.4	Term. The term of this Agreement shall be coterminous with the period of duration of the Company as provided in the Certificate, which is perpetual unless sooner terminated as provided in this Agreement.
1.5	Required Filings. The Member shall cause to be executed, filed, recorded, or published, such certificates or documents as may be required by this Agreement or by law in connection with the formation and operation of the Company.

1.6	Registered Agent. The Company’s initial registered agent shall be as provided in the Certificate. The registered agent may be changed from time to time by the Member by causing the filing of the name of the new registered agent in accordance with the Act.
1.7	Tax Status. The Company shall be treated as a disregarded entity of the Member for federal and state income tax purposes.

2. DENIFITIONS

For purposes of this Agreement, the terms defined herein below shall have the following meaning unless the context clearly requires a different interpretation:

2.1	“Act” shall mean the Delaware Limited Liability Company Act, codified in the Delaware Statutes under Title 6, Section 18:101, et. seq., as may be amended from time to time.
2.2	“Agreement” shall mean this Operating Agreement of the Company.
2.3	“Capital Contributions” shall mean the contributions to the capital of the Company by the Member, as provided in Section 3.1 hereof.
2.4	“Certificate” shall mean the Certificate of Formation of the Company, as may be amended from time to time.
2.5	“Company” shall refer to the limited liability company created pursuant to the Certificate as governed by this Agreement.
2.6	“Distributions” shall mean any cash, or property to the extent applicable, distributed to the Member arising from his ownership in the Company.
2.7	“Member” shall mean Fidelity National Information Solutions, Inc., a Delaware corporation.
2.8	“Net Income” and “Net Losses” shall mean the net income and net losses, respectively, of the Company as determined for federal income tax purposes.

3. CAPITAL

3.1 Capital Contributions. The Member may make contributions to the capital of the Company from time to time in its sole and absolute discretion.

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3.2	Interest. The Member shall not receive interest on its contributions to the capital of the Company.
3.3	No Withdrawal and No Return of Capital. No Member shall be entitled to withdraw any part of its funds or its Capital Contributions, or to receive any distribution, except as determined by the Member and as permitted by the Act.

4. FINANCIAL

4.1	Fiscal Year. The fiscal year of the Company shall end on December 31, unless the Member determines that some other fiscal year would be more appropriate and obtains the consent of the Internal Revenue Service to use that other fiscal year.
4.2	Expenses of the Company. The Company shall pay or reimburse to the Member any expenses incurred by the Member on behalf of the Company.
4.3	Net Income, Net Losses and Distributions. All Net Income and Net Losses shall be allocated to the Member. Distributions in cash or other property or assets shall be distributed at such times and in such amounts as determined by the Member in its sole discretion.

5. MANAGEMENT

5.1	Management of the Company. The operations and affairs of the Company shall be administered and managed by the Member. The Member shall have all authority, rights, and powers conferred by law and those necessary or appropriate to carry out the purposes of the Company as set forth in Section 1.2.
5.2	Authority of the Member. The Member is an agent of the Company for the purpose of its business or affairs, and the act of the Member, including, but not limited to, the execution in the name of the Company, of any instrument for the apparent purpose of carrying on in the usual way the business or affairs of the Company, binds the Company, unless the Member has, in fact, no authority to act for the Company in the particular matter and the person with whom the Member is dealing has actual knowledge of the fact that the member has no such authority.
5.3	Appointment and Duties of Officers.
(a)	Appointment of Officers. In connection with the management of the operations and affairs of the Company, the Member, or an officer of the Company designated by the Member, may, but is not required to, appoint officers of the Company. The

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	officers of this Company may include a Chief Executive Officer, a President, one or more Vice Presidents, a Secretary, and a Chief Financial Officer, and such other officers as it deems appropriate. The officers shall have such authority and shall perform such duties as are customarily incident to their respective offices, or as may be specified from time to time by the Member, or by the officer of the Company designated by the Member, regardless of whether such authority and duties are customarily incident to such office. The same person may hold any number of offices. An officer need not be a Member of the Company.
(b)	Term of Office. The Member, or an officer of the Company designated by the Member, may appoint officers to serve for any period of time that it deems appropriate. Each officer shall hold office and perform such duties appurtenant thereto until he or she shall resign or shall be removed or otherwise be disqualified to serve, or until a successor to such office is appointed upon the expiration of his or her term if a term is specified.
(c)	Removal and Resignation. Any officer may be removed, either with or without cause, by the Member or by any officer upon whom such power of removal may be conferred by the Member (subject, in each case, to the rights, if any, of an officer under any contract of employment). Any officer may resign at any time by giving written notice to the Member or to the Secretary of the Company, without prejudice, however, to the rights, if any, of the Company under any contract to which such officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
(d)	Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled, if at all, in the manner prescribed in this Agreement for regular appointments to such office.
(e)	President. The President shall be the Chief Executive Officer of the Company unless another person is appointed as Chief Executive Officer. The President shall have general supervision, direction, and control of the business and officers of the Company.
(f)	Vice President. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Member or, if not ranked, the Vice President designated by the Member, shall perform all the duties of the President, and when so acting shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Member or by the officer of the Company designating the officer.
(g)	Secretary. The Secretary shall record or cause to be recorded, and shall keep or cause to be kept, at the Company’s principal executive office and such other place as the Member may order, a book of minutes of written actions taken by the

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Member. The Secretary shall keep, or cause to be kept, at the Company’s principal executive office or at an office in the State of Delaware: (i) a current list of the full name and last known business or residence address of each Member and of each holder of an economic interest in the Company, together with the Capital Contribution and the Percentage Interest of each Member, (ii) a copy of the Certificate, and all amendments thereto, and any powers of attorney pursuant to which any certificate has been executed, (iii) copies of the Company’s federal, state and local income tax or information returns and reports, if any, for the three most recent taxable years, (iv) a copy of this Agreement and any amendments thereto, (v) copies of any written executed powers of attorney executed in relation to the Agreement and the Certificate, (vi) copies of the financial statements of the Company, if any, for the three most recent fiscal years, (vii) the books and records of the Company as they relate to the internal affairs of the Company for at least the current and past four fiscal years, and (viii) any other records and documents required to be kept in the State of Delaware by the Act.

(h)

Chief Financial Officer. The Chief Financial Officer of the Company shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and Capital Accounts. The books of account shall at all reasonable times be open to inspection by the Member. The Chief Financial Officer shall deposit all monies and other valuables in the name and to the credit of the Company with such depositories as may be designated by the Member. The Chief Financial Officer shall disburse the funds of the Company as may be ordered by the Member, shall render to the President and the Member, whenever they request it, an account of all of his or her transactions as Chief Financial Officer and of the financial condition of the Company, and shall have such other powers and perform such other duties as may be prescribed by the Member.

6. LIABILITY OF THE MEMBER

6.1 Liability of Member. Except as specifically provided in the Act, the Member shall not be liable for the debts, liabilities, contracts, or any other obligations of the Company.

7. DISSOLUTION AND TERMINATION OF THE COMPANY

7.1 Events Causing Cancellation. Notwithstanding any provisions of the Act, the Company shall be dissolved and its affairs shall be wound up only upon the earliest to occur of the following events:

(a) The written consent of the Member; or

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(b) Entry of a decree of judicial dissolution pursuant to the Act.

7.2

Certificate of Cancellation. As soon as possible following the occurrence of any of the events specified in Section 7.1, the Member, or its legal representative, shall execute a Certificate of Cancellation or other document in such form as shall be prescribed by the Delaware Secretary of State to dissolve the Company, and file such Certificate or other document as required by the Act.

7.3

Distribution on Dissolution. In the event of dissolution, the Member shall take full account of the Company’s assets and liabilities, shall liquidate the assets as promptly as is consistent with obtaining their fair value, or, if the assets cannot be sold, they shall be valued and distributed in kind, and shall apply and distribute the proceeds or assets in the following order: (a) to the payment of creditors of the Company; (b) to the creation of any reserves which the Member deems reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company; (c) to the repayment of any outstanding loans made by the Member to the Company; and (d) the remaining balance to the Member.

8. INDEMNIFICATION

8.1

General. The Company, its receiver or its trustee, shall indemnify, defend and save harmless the Member from any claims, liability, loss or damage incurred by the Member by reason of any act performed or omitted to be performed by the Member in connection with the business of the Company, including costs and attorney’s fees and any amounts expended in the settlements of any claims of liability, loss or damage; provided that if the liability, loss or claim arises out of any action or inaction of the member: (a) the Member must have determined, in good faith, that its course of conduct was in the best interests of the Company; and (b) the action or inaction did not constitute fraud, breach of fiduciary duty, gross negligence or willful malfeasance by the Member; and, provided further, that the indemnification shall be recoverable only from the assets of the Company. The Company may, however, purchase and pay for that insurance, including extended coverage liability and casualty and worker’s compensation, as would be customary for any person engaging in a similar business, and name the Member as additional or primary insured parties.

8.2

Advancement of Expenses. The Company shall advance all expenses incurred by the Member in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding referenced in Section 8.1 hereof. The Member shall repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that the Member is not entitled to be indemnified by the Company as authorized hereby. The advances to be made hereunder shall be paid by the Company to the Member within ten (10)

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days following delivery of a written request therefore by the Member to the Company.

9. MISCELLANEOUS

9.1	Binding on Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors and permitted assigns of the Member.
9.2	Severability. If any provision of this Agreement is declared by a court of competent jurisdiction to be void or unenforceable, such provision shall be deemed severed from the remainder of this Agreement and the balance of this Agreement shall remain in effect.
9.3	Notices. All notices under this Agreement shall be in writing and shall be given to the person entitled thereto, by personal service, or by mail, first class postage prepaid and addressed to the address maintained by the Company for that person or at any other address that he or she specifies in writing.
9.4	Captions. Paragraph titles or captions contained in this Agreement are inserted only as a matter of convenient reference. The title and captions do not define, limit, extend, or describe the scope of either this Agreement or the intent of any provision hereof.
9.5	Gender. Whenever required by the context, the masculine shall include the feminine and neuter genders, and vice versa; and the word “person” shall include a corporation, partnership, firm, or other form of association; the singular shall include the plural, and vice versa.
9.6	Choice of Law. Except as necessary to ensure compliance with the Act, this Agreement shall be construed under the laws of the State of Delaware as if this Agreement were executed in and to be performed entirely within the Delaware.
9.7	Amendment. This Agreement may be amended by the Member.

     IN WITNESS WHEREOF, the Member has executed this Agreement on the date first above written.

MEMBER

Fidelity National Information Solutions, Inc.
A Delaware corporation

By:	/s/ Todd C. Johnson
	Todd C. Johnson
	Senior Vice President and Secretary

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EX-3.29

Exhibit 3.29

CERTIFICATE OF FORMATION

OF

FNIS Flood of California, LLC

1.	The name of the limited liability company is FNIS Flood of California, LLC.
2.	The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its registered agent at that address is The Corporation Trust Company.
3.	The limited liability company shall exist in perpetuity.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of FNIS Flood of California, LLC on March 1, 2002.

/s/ Marjorie Nemzura  

Marjorie Nemzura, Authorized Person 

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:45 AM 03/05/2002
020146935 — 3498329

EX-3.30

Exhibit 3.30

FNIS FLOOD OF CALIFORNIA, LLC

OPERATING AGREEMENT

     This Operating Agreement (the “Agreement”), is dated as of March 5, 2002, by and between FNIS Flood Group, LLC, a Delaware limited liability company, having an address of 4050 Calle Real, Santa Barbara, CA 93110 (the “Member”), and FNIS Flood of California, LLC, a Delaware limited liability company, having an address of 4050 Calle Real, Santa Barbara, CA 93110 (the “Company”).

ARTICLE I

DEFINED TERMS

1.1	Defined Terms. The defined terms used in this Agreement shall, unless the context otherwise requires, have the meanings specified in this Article I.
	“Act” shall mean the Delaware Limited Liability Company Act (6 Del. C. Section 18-101, et seq.).
	“Affiliate” shall mean, with respect to a designated Person, (i) any other Person controlling, controlled by, or under common control with the designated Person, and (ii) if the designated Person is a natural person, any other Person related to the designated Person by blood or marriage.
	“Agreement” shall mean this Operating Agreement, as it may be amended from time to time.
	“Capital Contribution” shall mean an amount contributed to the capital of the Company by the Member in the capacity of member of the Company.
	“Code” means the Internal Revenue Code of 1986, as amended, and any successor provision.
	“Company” means the limited liability company formed pursuant to the Certificate of Formation referred to hereinabove.
	“Distributable Cash” for any period means such portion of the cash in hand or in bank accounts of the Company as, in the reasonable discretion of the Managers (subject to Section 7.3 hereof), is available for distribution.
	“Manager” shall mean each person designated in Section 6.1 hereof.

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“Member” shall mean FNIS Flood Group, LLC, a Delaware limited liability company, and if applicable, any other Person admitted as such from time to time. After the formation of the Company, additional Members may be admitted as such upon compliance with Section 9.1 hereof. While the parties hereto desire to provide for the admission of additional Members, the parties hereto do not anticipate that the Company shall have any Members other than FNIS Flood Group, LLC, which shall be the sole Member.

“Membership Interest” means the sole Member’s interest in the Company, which shall entitle the holder thereof to (i) an interest in the Net Profits, Net Losses, and Distributable Cash of the Company, as set forth herein, (ii) any right to vote, as set forth herein or as required under the Act, and (iii) any right to participate in the management of the Company, as set forth herein or as required under the Act. A Membership Interest is personal property and the sole Member shall have no interest in the specific assets or property of the Company.

“Net Profits and Net Losses” of the Company mean the taxable net income and net losses, respectively, of the Company, determined in accordance with the Code and applicable Treasury Regulations. In the event that the determination of Net Profits and Net Losses must be determined in some manner other than as set forth in this Section, by virtue of the method of accounting employed by the sole Member, then Net Profits and Net Losses shall be determined accordingly.

“Person” shall be construed broadly and shall include any individual, partnership, corporation, limited liability company, unincorporated organization or association, trust (including the trustees thereof, in their capacity as such) or other entity.

“Treasury Regulations” means the regulations (including temporary regulations) of the United States Treasury Department pertaining to income tax, as amended, and any successor regulations.

ARTICLE II

ORGANIZATION

2.1 Formation. The parties hereto have previously agreed to establish a limited liability company in accordance with and pursuant to the Act. The parties hereto agree that such law and this Agreement shall govern the rights and obligations of the parties hereto except as otherwise herein expressly stated. The parties hereto acknowledge that, although the Company is a “limited liability company” under Delaware law, for tax purposes its existence shall be ignored and it shall not be treated as a separate tax entity. Such treatment refers only to the tax treatment of the Company and not to the state non-income tax law status of the Company as a limited liability company.

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2.2

Company Name and Address. The name of the Company shall be FNIS Flood of California, LLC. The business of the Company may be conducted, upon compliance with all applicable laws, under any other name designated in writing by the Member, provided such name contains the initials “LLC”. The Company shall maintain its principal office at 4050 Calle Real, Santa Barbara, CA 93110. The Member may at any time change the location of the Company’s offices and may establish additional offices.

2.3

Commencement and Term. The term of the Company shall commence on the date of this Agreement. The Company shall continue until terminated as provided in Section 8.1 hereof.

ARTICLE III

REGISTERED OFFICE AND REGISTERED AGENT

          The Company shall initially maintain a registered office at c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, and the registered agent of the Company shall be The Corporation Trust Company. The Company may change the registered office and agent at any time.

ARTICLE IV

BUSINESS, PURPOSES AND POWERS

4.1

Purpose. The principal purpose of the Company is to act as a limited partner of FNIS Flood Services, L.P., a Delaware limited partnership.

4.2

Business Permitted; Powers. The Company may carry on any lawful business, purpose or activity with the exception of the business of granting policies of insurance or assuming insurance risks, or banking. The Company shall possess and may exercise all of the powers and privileges granted by the Act or by any other law or this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion, or attainment of the business, purposes or activities of the Company.

ARTICLE V

FINANCING

5.1 Capital of the Member. The sole Member will contribute $1,000.00 to the capital of

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	the Company as a Capital Contribution and the sole Member shall have no obligation to contribute any cash or other property to the Company at any time.
5.2	Liability of the Sole Member or Managers. No Member or Manager of the Company shall be obligated personally for any debt, liability or obligation of the Company.
5.3	No Interest on Capital. Unless specifically agreed with the Company, no Member shall be entitled to receive any interest on its funds contributed to the Company.
5.4	Withdrawal and Return of Capital. No Member shall be entitled to withdraw any part of its funds or to receive any distribution except as determined by the Managers and as permitted by the Act.

ARTICLE VI

MANAGEMENT OF THE COMPANY

6.1 General.

(a)	The management of the Company shall be vested in one or more Managers. Subject to any provision in the Certificate of Formation, this Agreement or the Act restricting, enlarging or modifying the management rights and duties of any Manager, or management procedures, if there is more than one Manager, each Manager shall have equal rights and authority to participate in the management of the Company, and management decisions shall require the approval, consent, agreement or ratification of a majority of the Managers, but such consent may be given orally or in writing, and any one Manager may execute any document on behalf of the Company, and such signature shall evidence the approval of the requisite number of Managers.
(b)	The initial Managers of the Company shall be Eric D. Swenson, Neil A. Johnson, and Brian T. Layfield.
(c)	Nothing contained in this Agreement (including without limitation this Section 6.1) is intended to deprive the Member from participating in any vote or consent to which such Member is required to participate under the terms of the Act (or any successor provision), where depriving such Member of such vote or consent is not permitted under such statute. Accordingly, to the extent that the Member is required to vote or consent to such matters under the Act, the Member shall be permitted to vote or consent. In such event, the vote of the Member shall control.
(d)	No Manager shall have or acquire any interest in the profits or capital of the Company.
(e)	The Company shall always have at least one Manager.

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(f)	Any Manager may resign at any time.
(g)	The sole Member may appoint and remove Managers with or without cause at any time.

6.2 Authority of Managers

(a)	Each of the Managers shall have the exclusive right, power and authority to sign contracts on behalf of the Company authorized or approved in accordance with the Agreement and otherwise to bind the Company in dealings with third parties. Further the Managers may appoint agents to act on their behalf and on behalf of the Company.
(b)	Without limiting the generality of the foregoing, but subject to the terms and conditions set forth in this Agreement, the Managers are hereby authorized:

(i)	To expend the Company’s capital and income in furtherance of or relating to the Company’s business and purposes;
(ii)	To employ or retain from time to time, on such terms and for such compensation as the Managers may determine, such Persons as the Managers may deem advisable, including without limitation, attorneys, accountants, bookkeepers, financial and technical consultants;
(iii)	To open accounts and deposit and maintain funds in the name of the Company in accordance with Section 10.3 hereof;
(iv)	Subject to Section 10.5 hereof, to make all decisions relating to principles and methods of accounting and Federal income tax elections;
(v)	Generally to possess and exercise any and all of the rights, powers and privileges of Managers under the laws of the State of Delaware.

6.3	Restrictions on Authority of Managers
	Without the written consent of the Member, the Managers shall not have the authority to:

(a)	do any act in contravention of this Agreement;
(b)	do any act which would make it impossible to carry on the ordinary business of the Company;
(c)	confess a judgment against the Company;

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(d)	admit an additional Member, except as provided in this Agreement;
(e)	knowingly perform any act that would subject the Member to liability;
(f)	alter the purposes of the Company as set forth in Article IV;
(g)	possess any property or assign the rights of the Company in specific property for other than a Company purpose;
(h)	employ, or permit to employ, the funds or assets of the Company in any manner except for the exclusive benefit of the Company;
(i)	commingle the Company funds with those of any other Person;
(j)	amend this Agreement;
(k)	merge the Company into or with another limited liability company; or
(l)	make any loans of Company funds.

6.4	No Duty to Record Decisions. The Managers shall have no duty to record, in writing or otherwise, any decision by the Managers in their capacity as such, and the Managers’ failure to make any such record shall not impair the validity of any such decision.
6.5	Managers’ Titles. In exercising the Managers’ rights, powers and authority as Managers of the Company, the Managers may use the title “Manager” or “President” or any other title which the Managers shall determine to use from time to time.
6.6	Indemnification of Managers. Subject to applicable provisions of the Act, the Company shall fully indemnify the Managers for any claim against the Managers in their capacity as Managers.
6.7	Advancement of Managers’ Litigation Expenses. The Company shall advance litigation expenses to the Managers for any claim against the Managers in their capacity as Managers.
6.8	Maintenance of Company Status. The Managers shall take all action that shall be necessary or appropriate for the continuation of the Company’s valid existence as a limited liability company under the laws of the State of Delaware.
6.9	Tax Returns. The Managers shall prepare or cause to be prepared and shall file on or before the due date (or any extension thereof) any federal, state or local tax returns required to be filed by the Company. The Managers shall cause the Company to pay any taxes payable by the Company to the extent of the funds available to the Company.

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6.10	Other Business of Managers. The Managers may engage independently or with others in other business ventures of every nature and description, including, without limitation, the rendering of advice or services of any kind to other investors and the making or management of other investments.
6.11	Limitation on liability of Sole Member and Managers. The Member and each Manager shall not be personally obligated to any third party for any debt, obligation, or liability of the Company solely by reason of being a Member or Manager thereof.
6.12	Protection of Limited Liability of Member. The Managers shall use their best efforts to protect the limited liability of the sole Member as the sole Member of the Company.

ARTICLE VII

ALLOCATIONS OF NET PROFITS AND NET LOSSES; DISTRIBUTIONS

7.1	Allocation of Net Profits and Net Losses. The Net Profits and Net Losses of the Company shall be allocated exclusively to the sole Member.
7.2	Distributable Cash. Subject to Section 7.3 and Section 8.2, Distributable Cash shall be distributed exclusively to the sole Member.
7.3	Limitation on Distribution. Notwithstanding anything to the contrary contained herein, no distribution may be made if, after giving effect to the distribution, all liabilities of the Company, other than liabilities to the sole Member on account of its Membership Interest and liabilities for which the recourse of creditors is limited to specific property, exceed the fair value of the assets of the Company, except that the fair value of property that is subject to a liability for which the recourse of creditors is limited shall be included in the assets of the Company only to the extent that the fair value of that property exceeds that liability. Such determination may be made in accordance with Section 18-607 of the Act. Nothing in this Section 7.3 shall prohibit the Company from paying any fee, expense, reimbursement or indemnity payment otherwise due the sole Member.
7.4	Multiple Members. In the event an additional Member is admitted as such to the Company, the parties hereto agree that this Agreement shall be amended and restated to address the allocations of the Net Profits and Net Losses, and distributions of the Distributable Cash, among the various Members. The provisions governing such allocations and distributions shall be drafted so as to comply with Section 704(b) of the Code and the accompanying regulations.

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ARTICLE VIII

DISSOLUTION AND WINDING UP OF THE COMPANY

8.1 Dissolution of the Company

(a) The Company shall be dissolved and its activities shall be wound up upon the first to occur of the following:

(i)	By written consent of the Member;
(ii)	At any time there are no Members;
(iii)	By entry of a decree of judicial dissolution under Section 18-802 of the Act; or
(iv)	By filing with the Delaware Secretary of State a Certificate of Cancellation.

8.2 Final Liquidation

(a)

Upon any dissolution of the Company, its assets shall be liquidated, and its affairs shall be wound up as soon as practicable thereafter by the Member. A court may wind up the Company’s affairs, or appoint a person to wind up its affairs, on application of the Member, its legal representative, or assignee. The persons charged with winding up the Company shall collect its assets, dispose of its properties that will not be distributed in kind to the Member, discharge or make provision for discharging its liabilities, and distribute its remaining assets as provided in Section 8.2(b) below. Upon such dissolution, a reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to minimize the losses normally attendant to a liquidation. The Company shall continue in existence following its dissolution and during its winding up, but shall carry on only that business appropriate to wind up and liquidate its business affairs.

(b)

Upon any such dissolution of the Company, the net assets, if any, of the Company available for distribution, and any cash proceeds from the liquidation of any such assets, shall be applied and distributed in the following order, to the extent available:

(i) first to creditors, including the Member, as creditor, to the extent permitted by law, in satisfaction of liabilities of the Company; and

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(ii) thereafter to the sole Member

(c) Upon the dissolution and commencement of winding up of the Company, the Managers shall file Articles of Cancellation with the Delaware Secretary of State.

ARTICLE IX

WITHDRAWAL OF SOLE MEMBER
AND TRANSFER OF SOLE MEMBER’S INTEREST

9.1

Member’s Right to Assign. The Member shall have the authority to assign its Membership Interest to one or more entities it may select in its sole discretion, and in such situation, determine whether the transferee shall be merely an Assignee or a Member with full rights and privileges as such. Further, the Member may at any time transfer all or a portion of its Membership Interest to any parent, subsidiary or other Affiliate of the Member.

9.2

Allocations Between Transferor and Transferee. Upon the transfer of a Membership Interest, all items of income, gain, loss, deduction and credit attributable to the Membership Interest so transferred shall be allocated between the transferor and the transferee in such manner as the transferor and transferee agree at that time of transfer, provided such allocation does not violate Federal or state income tax law.

ARTICLE X

RECORDS, ACCOUNTING AND REPORTS

10.1	Books and Records. At all times during the continuation of the Company, the Mangers shall keep or cause to be kept true and full books of account showing all receipts and expenditures, assets and liabilities, profits and losses and all other records necessary for recording the Company’s business and affairs including those sufficient to record the allocations and distributions provided for in Article VII hereof. The Managers shall cause such books of account to be maintained at all times at the principal office of the Company in California at 4050 Calle Real, Santa Barbara, CA.
10.2	Access to Records. The books and records of the Company shall be open to the inspection and examination by any Member in person or by its duly authorized representatives at reasonable times and may be copied by that Member at its own expense.
10.3	Bank Accounts and Investment of Funds

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(a)

The Managers shall open and maintain, on behalf of the Company, a bank account or accounts at such time and in such depositories as it shall determine, in which all monies received by or on behalf of the Company shall be deposited. All withdrawals from such accounts shall be made upon the signature of such person or persons as the Managers may from time to time designate.

(b)

Any funds of the Company which the Managers may determine are not currently required for the conduct of the Company’s business may be invested in short-term debt obligations (including but not limited to obligations of federal or state governments and their agencies commercial paper, money market accounts, and certificates of deposit of commercial banks, savings banks or savings and loan associations), at the discretion of the Managers.

10.4 Reports

(a)

The Managers shall prepare or cause to be prepared, at the Company’s request and expense, at the end of each fiscal year of the Company, an annual accounting showing the financial condition of the Company at the end of such fiscal year and the results of its operations for the fiscal year then ended, which annual accounting shall be prepared on a cash or accrual basis. Such annual accounting shall include a balance sheet as of the end of such fiscal year and statements of income, Members’ equity and changes in financial position for such fiscal year.

(b)

The Managers shall file all annual reports required under law to be made on behalf of the Company. Such reports shall be delivered within the time required by applicable law.

10.5.

Tax Accounting Methods; Periods; Elections

The Company shall keep its financial accounting records utilizing such methods as may be selected by the Managers from time to time. The determination of whether to utilize accelerated cost recovery or another method of cost recovery or depreciation, and the selection among any other allowable, alternative tax accounting methods or principles shall be made by the Managers, in their sole discretion. The Company’s annual financial accounting and tax accounting period shall be selected by the Member. The Managers may cause the Company to make any election allowable to the Company under the Code.

ARTICLE XI

MISCELLANEOUS

11.1. No Waiver of Provisions. The failure or delay in enforcing compliance at any time with respect to any of the provisions, terms or conditions of this

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	Agreement shall not be considered a waiver of such provision, term or condition itself or of any of the other provisions, terms of conditions hereof.
11.2.	Interpretation and Construction. This Agreement and any Exhibits hereto contain the entire agreement among the parties. Where the context so requires, the masculine shall include the feminine and the neuter and the singular shall include the plural. The headings and captions in this Agreement are inserted for convenience and identification only and are in no way intended to define, limit or expand the scope and intent of this Agreement or any provision hereof. The references to Section and Article in this Agreement are to the Sections and Articles of this Agreement. Any references such as “herein” and “hereof” shall refer to this entire Agreement and not any particular Section, Article or paragraph only.
11.3.	Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of laws thereof.
11.4.	Partial Invalidity. In the event that any part or provision of this Agreement shall be determined to be invalid or unenforceable, the remaining parts and provisions of said Agreement which can be separated from the invalid, unenforceable provision shall continue in full force and effect.
11.5.	Binding Effect. The terms, conditions and provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective heirs, successors, distributes, legal representatives and permitted assigns. Provided, however, that nothing in this Agreement, expressed or implied, is intended or shall be construed to give to any creditor of the company or any creditor of the Member or any other Person whatsoever, other than the Member of the Company, any legal or equitable right, remedy or claim under or in respect of this Agreement or any covenant, condition or provisions herein contained, and such provisions are and shall be held to be for the sole and exclusive benefit of the Member and the Company.
11.6.	Notices and Delivery.

(a) To the Member. Any notice to be given hereunder at any time to the Member, or any documents, reports or returns required by this Agreement to be delivered to the Member, may be delivered personally or mailed by registered or certified mail, postage prepaid, addressed to the Member at such address as the Member shall by notice to the Company have designated as its address for the mailing of all notices hereunder. Any notice, or any document, report or return so delivered or mailed shall be deemed to have been given or delivered to the Member at the time it is delivered or mailed, as the case may be.

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(b) To the Company. Any notice to be given to the Company hereunder may either be delivered personally or mailed by registered or certified mail, postage prepaid, addressed to the Company at such address as the Managers shall by notice to the Member have designated as its address for the mailing of all notices hereunder. Any notice, or any document, report or return so delivered or mailed to the Company shall be deemed to have been given or delivered to the Company at the time it is delivered or mailed, as the case may be.

11.7.	Counterparts. This Agreement may be executed in any number of separate counterparts, each of which shall be deemed an original, and the several counterparts taken together shall constitute the agreement of the Member.
11.8.	Statutory Provisions. Any statutory reference in this Agreement shall include a reference to any successor to such statute and revision thereof.
11.9.	Action by Written Consent. Any action required or permitted to be taken by the Member may be taken by written consent without a meeting. Any writing executed by the Member shall be conclusive evidence of such action and consent.

     IN WITNESS WHEREOF, the undersigned have signed this Agreement as of the day and year first above written.

MEMBER: FNIS Flood Group, LLC A Delaware limited liability company
By:	/s/ Neil A. Johnson
	Neil A. Johnson, Manager
COMPANY: FNIS Flood of California, LLC A Delaware limited liability company
By:	/s/ Brian T. Layfield
	Brian T. Layfield, Manager

MANAGERS:

/s/ Eric D. Swenson	/s/ Neil A. Johnson	/s/ Brian T. Layfield
Eric D. Swenson	Neil A. Johnson	Brian T. Layfield

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EX-3.31

Exhibit 3.31

FNIS INTELLECTUAL PROPERTY HOLDINGS, INC.

CERTIFICATE OF INCORPORATION

1.	The name of the corporation (the “Corporation”) is FNIS Intellectual Property Holdings, Inc.
2.	The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.
3.	The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
4.	The total number of shares which the Corporation shall have authority to issue is 3,000 shares of common stock, par value $1.00 per share.
5.	The name and mailing address of each incorporator is as follows:

NAME	MAILING ADDRESS
Marjorie Nemzura	171 North Clark Street Chicago, Illinois 60601

6.	The corporation is to have perpetual existence.
7.	In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the bylaws of the Corporation.
8.	Elections of directors need not be by written ballot except and to the extent provided in the bylaws of the Corporation.

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 01:30 PM 01/04/2002
020006786 — 3476909

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9. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

10. A.  A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of the State of Delaware is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware as so amended. Any repeal or modification of this Section (A) by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

B.  (1)  Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she or a person of whom he or she is the legal representative is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expenses, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise

2

taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided in subsection (2) of this Section (B) with respect to proceedings seeking to enforce rights to indemnification, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section (B) shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of an undertaking by or on behalf of such director or officer to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section (B) or otherwise.

(2)

If a claim under subsection (1) of this Section (B) is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or

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	stockholders) that the claimant has not met such applicable standards of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.
(3)	The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section (B) shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, bylaw, agreement, vote of stockholders or disinterested directors or otherwise.
(4)	The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability, loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware.
(5)	The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and rights to be paid by the Corporation the expenses incurred in defending any proceeding in advance of its final disposition, to any employee or agent of the Corporation to the fullest extent of the provisions of this Section (B) with respect to the indemnification and advancement of expenses of directors and officers of the Corporation

     I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stared are true, and accordingly have hereunto set my hand on January 4, 2002.

/s/ Marjorie Nemzura  

Marjorie Nemzura 

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EX-3.32

Exhibit 3.32

EXHIBIT “A”

FNIS INTELLECTUAL PROPERTY HOLDINGS, INC.

AMENDED AND RESTATED BYLAWS
Effective December 30, 2005

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office shall be in the State of Delaware.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. Time and Place of Meetings. All meetings of the shareholders shall be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meetings. Annual meetings of shareholders shall be held on the first Tuesday of April, if not a legal holiday, and if a legal holiday, then on the next business day following, or at such other date as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. At the annual meeting, the shareholders entitled to vote thereat shall elect a Board of Directors and transact such other business as may properly be brought before the meeting.

Section 3. Special Meetings. Special meetings of the shareholders, unless otherwise prescribed by statute or provided by the Articles of Incorporation or these bylaws, may be called by the President or the Board of Directors or by the holders of at least 10% of all shares entitled to vote at the meeting. Business conducted at any special meeting shall be confined to the purpose or purposes described in the notice thereof.

Section 4. Notice. Written or printed notice stating the place, day and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 calendar days (20 days in the case of a meeting to approve a plan of merger or exchange) nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the President,

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Amended and Restated Bylaws
December 30, 2005

the Secretary or the officer or other person calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his or its address as it appears on the share transfer records of the Corporation, with postage prepaid.

Section 5. Quorum. A quorum shall be present at a meeting of shareholders if the holder or holders of a majority of the shares entitled to vote are present in person, represented by duly authorized representative in the case of a corporation or other legal entity or represented by proxy, unless otherwise provided in the Articles of Incorporation. Unless otherwise provided in the Articles of Incorporation or these bylaws, once a quorum is present at a duly constituted meeting of shareholders, the shareholders present or represented at the meeting may conduct such business as may be properly brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any shareholder present or represented shall not affect the presence of a quorum at the meeting. Unless otherwise provided in the Articles of Incorporation or these bylaws, the shareholders entitled to vote and present or represented at a meeting of shareholders at which a quorum is not present may adjourn the meeting until such time and to such place as may be determined by a vote of the holders of a majority of the shares represented at the meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be conducted which might have been conducted at the meeting as originally notified.

Section 6. Voting. With respect to any matter, other than the election of directors or a matter for which the affirmative vote of the holders of a specified portion of the shares is required by statute, the affirmative vote of the holders of a majority of the shares entitled to vote on that matter and represented at a meeting of shareholders at which a quorum is present shall be the act of the shareholders, unless otherwise provided in the Articles of Incorporation or these bylaws. Unless otherwise provided in the Articles of Incorporation of these bylaws, directors shall be elected by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present.

Section 7. Method of Voting. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the Articles of Incorporation provide for more or less than one vote per share or limit or deny voting rights to the holders of the shares of any class or series or as otherwise provided by statute. A shareholder may vote in person, by duly authorized representative in the case of a corporation or other legal entity or by proxy executed in writing by the shareholder or by his or its duly authorized attorney-in-fact. Each proxy shall be filed with the Secretary of the Corporation prior to the time of the meeting.

Section 8. Action Without Meeting. Unless otherwise provided in the Articles of Incorporation, any action required or permitted to be taken at any meeting of the shareholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall have been signed

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FNIS Intellectual Property Holdings, Inc.
Amended and Restated Bylaws
December 30, 2005

by the holder or holders of all the shares entitled to vote with respect to the action that is the subject of the consent.

ARTICLE III

DIRECTORS

Section 1. Responsibilities. The powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, its Board of Directors.

Section 2. Number; Term. The number of initial directors shall be no less than one (1) and no more than three (3). The number of directors shall be fixed from time to time by the Board of Directors or by the shareholders at the annual or a special meeting if this bylaw is amended to provide for more than one director. No decrease in the number of directors shall have the effect of shortening the term of an incumbent director. The directors shall be elected at the annual meeting of the shareholders, except as provided in Section 3 below. At each annual meeting, the holders of shares entitled to vote in the election of directors shall elect directors to hold office until the next succeeding annual meeting. Unless removed in accordance with the Articles of Incorporation or this Section, each director elected shall hold office for the term for which he is elected and until his successor shall have been elected and qualified. Directors need not be residents of the State of Delaware or shareholders of the Corporation. At any meeting of shareholders called expressly for that purpose, any director or the entire Board of Directors may be removed, with or without cause, by the affirmative vote of the holder or holders of a majority of the shares then entitled to vote at an election of directors.

Section 3. Vacancies; Increases. Any vacancy occurring in the Board of Directors (by death, resignation, removal or otherwise) may be filled by election at an annual or special meeting of shareholders called for that purpose, by the affirmative vote of a majority of the remaining directors then in office, though less than a quorum, or by a sole remaining director. Each director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual or special meeting of shareholders called for that purpose or by the Board of Directors for a term of office continuing only until the next election of one or more directors by the shareholders; provided, however, that the Board of Directors may not fill more than two such directorships during the period between any two successive annual meetings of shareholders,

Section 4. Place of meetings. Meetings of the Board of Directors, regular or special, may be held either within or without the State of Delaware.

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Amended and Restated Bylaws
December 30, 2005

Section 5. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and at such place as shall from time to time be determined by the Board of Directors. Regular meetings of the Board of Directors may be held without notice.

Section 6. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of by the President and shall be called by the Secretary on the written request of at least two directors. Written notice specifying the time and place of special meetings shall be given to each director at least three days before the date of the meeting. Such notice may, but need not, specify the purpose or purposes of the meeting.

Section 7. Quorum; Majority Vote. At all meetings, a majority of the number of the directors fixed in the manner provided in these bylaws shall constitute a quorum for the transaction of business unless a greater number is specifically required by statute or provided in the Articles of Incorporation or these bylaws. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise specifically required by statute or provided in the Articles of Incorporation or these bylaws, in which case the express provision shall control. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 8. Minutes. The Board of Directors shall keep regular minutes of its proceedings. The minutes shall be placed in the minute book of the Corporation.

Section 9. Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees, each of which shall be comprised of one or more members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified members, at any meeting of that committee. Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these bylaws, shall have and may exercise all of the authority of the Board of Directors, except as otherwise provided by statute. The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 10. Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. Such minutes shall be place in the minute book of the Corporation.

Section 11. Action Without Meeting. Unless otherwise restricted by the Articles of Incorporation or these bylaws, any action required or permitted to be taken at a meeting of the Board of Directors or any committee may be taken without a meeting if a consent

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Amended and Restated Bylaws
December 30, 2005

in writing, setting forth the action so taken, is signed by all the members of the Board of Directors or committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting.

ARTICLE IV

NOTICES

Section 1. Method. Whenever by statute, the Articles of Incorporation, these bylaws or otherwise, notice is required to be given to a director or shareholder, and no provision is made as to how the notice shall be given, it shall not be construed to be personal notice, but any such notice may be given: (a) in writing, by mail, postage prepaid, addressed to the director at the last address known by the Corporation for such director or shareholder at the address appearing on the share transfer records of the Corporation, or (b) in any other method permitted by law. Any notice required or permitted to be given by mail shall be deemed given at the time when the same is deposited in the United States mail.

Section 2. Waiver. Whenever by statute, the Articles of Incorporation or these bylaws, any notice is required to be given to a director or shareholder, a waiver thereof in writing, signed by the person or persons entitled to such notice, or in the case of a corporation or other legal entity by its duly authorized representative, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

ARTICLE V

OFFICERS

Section 1. Number. The officers of the Corporation shall consist of a President and a Secretary, each of whom shall be elected by the Board of Directors. The Board of Directors may also elect such other officers as they deem necessary or desirable, including a Chairman of the Board, a Treasurer, a Controller and one or more Vice Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and Assistant Controllers. All officers of the Corporation shall hold office at the pleasure of the Board of Directors. The same person may, at the discretion of the Board of Directors, hold any two or more offices.

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Amended and Restated Bylaws
December 30, 2005

Section 2. Appointed Officers. The President may appoint such other officers and agents as he shall deem necessary or desirable who shall hold their offices for such terms as the President shall determine.

Section 3. Removal. Any officer elected by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby.

Section 4. Compensation. The compensation of all officers and agents of the Corporation who are also directors of the Corporation shall be fixed by the Board of Directors. The Board of Directors may delegate the power to fix the compensation of all other officers and agents of the Corporation to an officer of the Corporation.

Section 5. Duties. The officers of the Corporation, whether elected or appointed, shall have such authority and shall perform such duties as are customarily incident to their respective offices, or as may be specified from time to time by resolution of the Board of Directors regardless of whether such authority and duties are customarily incident to such office.

ARTICLE VI

CERTIFICATE OF STOCK

     Every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of, the Corporation, by the President or the Vice President, and by the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation.

ARTICLE VII

INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Each person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust or other enterprise or employee benefit plan (including he heirs, executors, administrators or estate of such person) shall be indemnified by the Corporation to the fullest extent that a corporation is required or permitted to grant indemnification to such person under the Delaware General Corporation Law, as the same exists or may hereafter be amended. Reasonable expenses incurred by a director, officer, employee or agent of the Corporation who was, is or is threatened to be made a named defendant or respondent in a proceeding shall be paid or

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Amended and Restated Bylaws
December 30, 2005

reimbursed by the Corporation, in advance of the final disposition of the proceeding, to the maximum extent permitted under Delaware law, as the same exists or may hereafter be amended. The right to indemnification under this Article shall be a contract right. In the event of the death of any person having a right of indemnification under this Article, such right will inure to the benefit of his or her heirs, executors, administrators and personal representatives. The rights under this Article will not be exclusive of any other right which any person may have or hereinafter acquire under any statute, bylaw, resolution of shareholders of directors, agreement or otherwise.

ARTICLE VIII

GENERAL PROVISIONS

     Section 1. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

     Section 2. Fiscal Year. The fiscal year of the Corporations shall be fixed by resolution of the Board of Directors.

     Section 3. Telephone and Similar Meetings. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, the shareholders, members of the Board of Directors or members of any committee of the Board of Directors may participate in and hold a meeting of such shareholders, the Board of Directors or committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

     Section 4. Distributions and Share Dividends. Subject to statute and any provision of the Articles of Incorporation, distributions in the form of cash or property or share dividends may be declared by the Board of Directors at any regular or special meeting.

     Section 5. Amendment of Bylaws. Unless otherwise provided by law, the Articles of Incorporation or these bylaws, these bylaws may be altered, amended or repealed, or new bylaws may be adopted, by the shareholders or the Board of Directors, subject to the shareholders providing in amending, repealing or adopting a particular bylaw that it may not be amended or repealed by the Board of Directors.

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EX-3.33

Exhibit 3.33

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 01/31/2002

020066216 — 3487018

FNIS Services, Inc.

CERTIFICATE OF INCORPORATION

1.	The name of the corporation (the “Corporation”) is FNIS Services, Inc.
2.	The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.
3.	The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
4.	The total number of shares which the Corporation shall have authority to issue is 3,000 shares of common stock, par value $1.00 per share.
5.	The name and mailing address of each incorporator is as follows:

NAME	MAILING ADDRESS
Marjorie Nemzura	171 North Clark Street Chicago, Illinois 60601

6.	The corporation is to have perpetual existence.
7.	In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the bylaws of the Corporation.
8.	Elections of directors need not be by written ballot except and to the extent provided in the bylaws of the Corporation.

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9. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

10. A. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of the State of Delaware is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware as so amended. Any repeal or modification of this Section (A) by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

       B.   (1)  Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she or a person of whom he or she is the legal representative is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expenses, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise

2

taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided in subsection (2) of this Section (B) with respect to proceedings seeking to enforce rights to indemnification, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section (B) shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of an undertaking by or on behalf of such director or officer to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section (B) or otherwise.

(2) If a claim under subsection (I) of this Section (B) is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or stockholders) that the claimant has not met such applicable standards of

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conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

(3)	The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section (B) shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, bylaw, agreement, vote of stockholders or disinterested directors or otherwise.
(4)	The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability, loss, whether or not the Corporation would have the power to indemnify such person against such expense, Liability or loss under the General Corporation Law of the State of Delaware.
(5)	The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and rights to be paid by the Corporation the expenses incurred in defending any proceeding in advance of its final disposition, to any employee or agent of the Corporation to the fullest extent of the provisions of this Section (B) with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

     I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand on January 31, 2002.

/s/ Marjorie Nemzura  

Marjorie Nemzura 

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EX-3.34

Exhibit 3.34

EXHIBIT “A”

FNIS SERVICES, INC.

AMENDED AND RESTATED BYLAWS
Effective December 30, 2005

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office shall be in the State of Delaware.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. Time and Place of Meetings. All meetings of the shareholders shall be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meetings. Annual meetings of shareholders shall be held on the first Tuesday of April, if not a legal holiday, and if a legal holiday, then on the next business day following, or at such other date as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. At the annual meeting, the shareholders entitled to vote thereat shall elect a Board of Directors and transact such other business as may properly be brought before the meeting.

Section 3. Special Meetings. Special meetings of the shareholders, unless otherwise prescribed by statute or provided by the Articles of Incorporation or these bylaws, may be called by the President or the Board of Directors or by the holders of at least 10% of all shares entitled to vote at the meeting. Business conducted at any special meeting shall be confined to the purpose or purposes described in the notice thereof.

Section 4. Notice. Written or printed notice stating the place, day and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 calendar days (20 days in the case of a meeting to approve a plan of merger or exchange) nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the President,

FNIS Services, Inc.
Amended and Restated Bylaws
December 30, 2005

the Secretary or the officer or other person calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his or its address as it appears on the share transfer records of the Corporation, with postage prepaid.

Section 5. Quorum. A quorum shall be present at a meeting of shareholders if the holder or holders of a majority of the shares entitled to vote are present in person, represented by duly authorized representative in the case of a corporation or other legal entity or represented by proxy, unless otherwise provided in the Articles of Incorporation. Unless otherwise provided in the Articles of Incorporation or these bylaws, once a quorum is present at a duly constituted meeting of shareholders, the shareholders present or represented at the meeting may conduct such business as may be properly brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any shareholder present or represented shall not affect the presence of a quorum at the meeting. Unless otherwise provided in the Articles of Incorporation or these bylaws, the shareholders entitled to vote and present or represented at a meeting of shareholders at which a quorum is not present may adjourn the meeting until such time and to such place as may be determined by a vote of the holders of a majority of the shares represented at the meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be conducted which might have been conducted at the meeting as originally notified.

Section 6. Voting. With respect to any matter, other than the election of directors or a matter for which the affirmative vote of the holders of a specified portion of the shares is required by statute, the affirmative vote of the holders of a majority of the shares entitled to vote on that matter and represented at a meeting of shareholders at which a quorum is present shall be the act of the shareholders, unless otherwise provided in the Articles of Incorporation or these bylaws. Unless otherwise provided in the Articles of Incorporation of these bylaws, directors shall be elected by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present.

Section 7. Method of Voting. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the Articles of Incorporation provide for more or less than one vote per share or limit or deny voting rights to the holders of the shares of any class or series or as otherwise provided by statute. A shareholder may vote in person, by duly authorized representative in the case of a corporation or other legal entity or by proxy executed in writing by the shareholder or by his or its duly authorized attorney-in-fact. Each proxy shall be filed with the Secretary of the Corporation prior to the time of the meeting.

Section 8. Action Without Meeting. Unless otherwise provided in the Articles of Incorporation, any action required or permitted to be taken at any meeting of the shareholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall have been signed

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by the holder or holders of all the shares entitled to vote with respect to the action that is the subject of the consent.

ARTICLE III

DIRECTORS

Section 1. Responsibilities. The powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, its Board of Directors.

Section 2. Number; Term. The number of initial directors shall be no less than one (1) and no more than three (3). The number of directors shall be fixed from time to time by the Board of Directors or by the shareholders at the annual or a special meeting if this bylaw is amended to provide for more than one director. No decrease in the number of directors shall have the effect of shortening the term of an incumbent director. The directors shall be elected at the annual meeting of the shareholders, except as provided in Section 3 below. At each annual meeting, the holders of shares entitled to vote in the election of directors shall elect directors to hold office until the next succeeding annual meeting. Unless removed in accordance with the Articles of Incorporation or this Section, each director elected shall hold office for the term for which he is elected and until his successor shall have been elected and qualified. Directors need not be residents of the State of Delaware or shareholders of the Corporation. At any meeting of shareholders called expressly for that purpose, any director or the entire Board of Directors may be removed, with or without cause, by the affirmative vote of the holder or holders of a majority of the shares then entitled to vote at an election of directors.

Section 3. Vacancies; Increases. Any vacancy occurring in the Board of Directors (by death, resignation, removal or otherwise) may be filled by election at an annual or special meeting of shareholders called for that purpose, by the affirmative vote of a majority of the remaining directors then in office, though less than a quorum, or by a sole remaining director. Each director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual or special meeting of shareholders called for that purpose or by the Board of Directors for a term of office continuing only until the next election of one or more directors by the shareholders; provided, however, that the Board of Directors may not fill more than two such directorships during the period between any two successive annual meetings of shareholders.

Section 4. Place of meetings. Meetings of the Board of Directors, regular or special, may be held either within or without the State of Delaware.

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Amended and Restated Bylaws
December 30, 2005

Section 5. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and at such place as shall from time to time be determined by the Board of Directors. Regular meetings of the Board of Directors may be held without notice.

Section 6. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of by the President and shall be called by the Secretary on the written request of at least two directors. Written notice specifying the time and place of special meetings shall be given to each director at least three days before the date of the meeting. Such notice may, but need not, specify the purpose or purposes of the meeting.

Section 7. Quorum; Majority Vote. At all meetings, a majority of the number of the directors fixed in the manner provided in these bylaws shall constitute a quorum for the transaction of business unless a greater number is specifically required by statute or provided in the Articles of Incorporation or these bylaws. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise specifically required by statute or provided in the Articles of Incorporation or these bylaws, in which case the express provision shall control. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 8. Minutes. The Board of Directors shall keep regular minutes of its proceedings. The minutes shall be placed in the minute book of the Corporation.

Section 9. Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees, each of which shall be comprised of one or more members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified members, at any meeting of that committee. Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these bylaws, shall have and may exercise all of the authority of the Board of Directors, except as otherwise provided by statute. The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 10. Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. Such minutes shall be place in the minute book of the Corporation.

Section 11. Action Without Meeting. Unless otherwise restricted by the Articles of Incorporation or these bylaws, any action required or permitted to be taken at a meeting of the Board of Directors or any committee may be taken without a meeting if a consent

4

FNIS Services, Inc.
Amended and Restated Bylaws
December 30, 2005

in writing, setting forth the action so taken, is signed by all the members of the Board of Directors or committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting.

ARTICLE IV

NOTICES

Section 1. Method. Whenever by statute, the Articles of Incorporation, these bylaws or otherwise, notice is required to be given to a director or shareholder, and no provision is made as to how the notice shall be given, it shall not be construed to be personal notice, but any such notice may be given: (a) in writing, by mail, postage prepaid, addressed to the director at the last address known by the Corporation for such director or shareholder at the address appearing on the share transfer records of the Corporation, or (b) in any other method permitted by law. Any notice required or permitted to be given by mail shall be deemed given at the time when the same is deposited in the United States mail.

Section 2. Waiver. Whenever by statute, the Articles of Incorporation or these bylaws, any notice is required to be given to a director or shareholder, a waiver thereof in writing, signed by the person or persons entitled to such notice, or in the case of a corporation or other legal entity by its duly authorized representative, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

ARTICLE V

OFFICERS

Section 1. Number. The officers of the Corporation shall consist of a President and a Secretary, each of whom shall be elected by the Board of Directors. The Board of Directors may also elect such other officers as they deem necessary or desirable, including a Chairman of the Board, a Treasurer, a Controller and one or more Vice Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and Assistant Controllers. All officers of the Corporation shall hold office at the pleasure of the Board of Directors. The same person may, at the discretion of the Board of Directors, hold any two or more offices.

5

FNIS Services, Inc.
Amended and Restated Bylaws
December 30, 2005

Section 2. Appointed Officers. The President may appoint such other officers and agents as he shall deem necessary or desirable who shall hold their offices for such terms as the President shall determine.

Section 3. Removal. Any officer elected by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby.

Section 4. Compensation. The compensation of all officers and agents of the Corporation who are also directors of the Corporation shall be fixed by the Board of Directors. The Board of Directors may delegate the power to fix the compensation of all other officers and agents of the Corporation to an officer of the Corporation.

Section 5. Duties. The officers of the Corporation, whether elected or appointed, shall have such authority and shall perform such duties as are customarily incident to their respective offices, or as may be specified from time to time by resolution of the Board of Directors regardless of whether such authority and duties are customarily incident to such office.

ARTICLE VI

CERTIFICATE OF STOCK

     Every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of, the Corporation, by the President or the Vice President, and by the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation.

ARTICLE VII

INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Each person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust or other enterprise or employee benefit plan (including he heirs, executors, administrators or estate of such person) shall be indemnified by the Corporation to the fullest extent that a corporation is required or permitted to grant indemnification to such person under the Delaware General Corporation Law, as the same exists or may hereafter be amended. Reasonable expenses incurred by a director, officer, employee or agent of the Corporation who was, is or is threatened to be made a named defendant or respondent in a proceeding shall be paid or

6

FNIS Services, Inc.
Amended and Restated Bylaws
December 30, 2005

reimbursed by the Corporation, in advance of the final disposition of the proceeding, to the maximum extent permitted under Delaware law, as the same exists or may hereafter be amended. The right to indemnification under this Article shall be a contract right. In the event of the death of any person having aright of indemnification under this Article, such right will inure to the benefit of his or her heirs, executors, administrators and personal representatives. The rights under this Article will not be exclusive of any other right which any person may have or hereinafter acquire under any statute, bylaw, resolution of shareholders of directors, agreement or otherwise.

ARTICLE VIII

GENERAL PROVISIONS

     Section 1. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate

     Section 2. Fiscal Year. The fiscal year of the Corporations shall be fixed by resolution of the Board of Directors.

     Section 3. Telephone and Similar Meetings. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, the shareholders, members of the Board of Directors or members of any committee of the Board of Directors may participate in and hold a meeting of such shareholders, the Board of Directors or committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meting is not lawfully called or convened.

     Section 4. Distributions and Share Dividends. Subject to statute and any provision of the Articles of Incorporation, distributions in the form of cash or property or share dividends may be declared by the Board of Directors at any regular or special meeting.

     Section 5. Amendment of Bylaws. Unless otherwise provided by law, the Articles of Incorporation or these bylaws, these bylaws may be altered, amended or repealed, or new bylaws may be adopted, by the shareholders or the Board of Directors, subject to the shareholders providing in amending, repealing or adopting a particular bylaw that it may not be amended or repealed by the Board of Directors.

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EX-3.35

Exhibit 3.35

PAGE 1

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF OWNERSHIP, WHICH MERGES:

     “GEOTRAC OF AMERICA, INC.”, A FLORIDA CORPORATION, WITH AND INTO “GEOTRAC HOLDINGS, INC.” UNDER THE NAME OF “GEOTRAC, INC.”, A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF OWNERSHIP IS THE SECOND DAY OF JANUARY, A.D. 2002, AT 1 O’CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

		/s/ Harriet Smith Windsor
		Harriet Smith Windsor, Secretary of State
3430379      8100M		AUTHENTICATION: 1541459
020000507		DATE: 01-04-02

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 01/02/2002

020000507 — 3430379

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

GEOTRAC OF AMERICA, INC.

INTO

GEOTRAC HOLDINGS, INC.

*******

     Geotrac Holdings, Inc., a corporation organized and existing under the laws of Delaware, (the “Corporation”)

     DOES HEREBY CERTIFY:

     FIRST: That the Corporation was incorporated on the 28th day of August, 2001, pursuant to the General Corporation Law of the State of Delaware.

     SECOND: That the Corporation owns all of the outstanding shares of common stock of Geotrac of America, Inc., a corporation incorporated on the 16^th day of June, 1988 pursuant to the Florida Business Corporation Act of the State of Florida (“Merged Corporation”),

     THIRD: That the Corporation, by the following resolutions of its Board of Directors, duly adopted by written consent of its member on the 28th day of December, 2001, determined to and did merge into itself said Geotrac of America, Inc.:

RESOLVED, that the Corporation merge, and it hereby does merge into itself, the Merged Corporation and assumes all of its obligations;

RESOLVED, that the merger shall become effective as of 1:00 p.m. eastern standard time of January 2, 2002;

RESOLVED, that the officers of the Corporation be and he or she is hereby authorized and directed to make and execute a Certificate of Ownership and Merger setting forth a copy of the resolutions to merge said Merged Corporation with and into the Corporation and assume its liabilities and obligations, and the date of adoption thereof, and to cause the same to be filed with the Secretary of State of the State of Delaware and to do all acts and things whatsoever, whether within or without the State of Delaware, which may be in anywise necessary or proper to effect said merger, and

RESOLVED, that the Corporation change its corporate name by amending Article FIRST of the Certificate of Incorporation of the Corporation to read in its entirety as follows:

Article FIRST. The name of the corporation is Geotrac Inc.

     FOURTH: Anything herein or elsewhere to the contrary notwithstanding, this merger may be amended or terminated and abandoned by the Board of Directors of the Corporation at any time prior to the time that this merger filed with the Secretary of State becomes effective.

     IN WITNESS WHEREOF, said Geotrac Holdings, Inc. has caused this Certificate to be signed by Daniel J. White, its President, this 2^nd day of January, 2002.

GEOTRAC HOLDINGS, INC.
By	/s/ Daniel J. White
	Daniel J. White, President

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

     Geotrac Holdings, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”) originally incorporated on August 28, 2001,

     DOES HEREBY CERTIFY:

     FIRST: That the Board of Directors of said Corporation adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said Corporation:

RESOLVED, that ARTICLE FOURTH of the Corporation’s Certificate of Incorporation be, and it hereby is, amended and restated in its entirety to read as follows.

     FOURTH: The number of shares for all classes of stock which the Corporation is authorized to have outstanding is One Hundred Thousand (100,000), all of which shall be Common Shares, $.01 par value.

     SECOND: That in lieu of a meeting and vote of the holders of the Corporation’s capital stock entitled to vote on such amendments, the Stockholders of the Corporation have given unanimous written consent to said amendments in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

     THIRD: That the aforesaid amendment was duly adopted in accordance with applicable provisions of Section 228 and 242 of the General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, said Geotrac Holdings, Inc. has caused this Certificate to be signed by Daniel J. White, its President, this 18 day of December, 2001.

GEOTRAC HOLDINGS, INC.
By:	/s/ Daniel J. White
	Daniel J. White, President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 12/19/2001

010653518 — 3430379

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 01:31 PM 08/28/2001
010425217 — 3430379

CERTIFICATE OF INCORPORATION

OF

GEOTRAC HOLDINGS, INC.

     FIRST: The name of the Corporation is Geotrac Holdings, Inc.

     SECOND: The address of its registered office in the State of Delaware is No. 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

     THIRD: The nature of the business or purposes to be conducted or promoted is: To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

     FOURTH: The number of shares for all classes of stock which the Corporation is authorized to have outstanding is Three Thousand (3,000), all of which shall be Common Shares, $.01 par value.

     FIFTH: The name and mailing address of the Incorporator is as follows:

NAME	MAILING ADDRESS
ACFB Incorporated	200 Public Square Suite 2300 Cleveland, Ohio 44114

     SIXTH: The Corporation is to have perpetual existence.

     SEVENTH: In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

     To make, alter or repeal the bylaws of the Corporation.

     To authorize and cause to be executed mortgages and liens upon the real property of the Corporation.

     To set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created.

     By a majority of the whole board, to designate one or more committees, each committee to consist of one or more of the directors of the Corporation.

     When and as authorized by the stockholders in accordance with this Certificate of Incorporation and applicable statutes, to sell, lease or exchange all or substantially all of the property and assets of the Corporation, including its goodwill and its corporate franchises, upon such terms and conditions and for such consideration (which may consist, in whole or in part, of money or property, including shares of stock in, and/or other securities of, any other corporation or corporations) as the Corporation’s Board of Directors shall deem appropriate and in the best interests of the Corporation.

     EIGHTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

     NINTH: Meetings of stockholders may be held within or without the State of Delaware, as the bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the bylaws of the Corporation. Elections of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.

     TENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

     ELEVENTH: No director shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) under Section 174 of the Delaware General Corporation Law, or (4) for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation, in addition to the limitations on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Delaware General

2

Corporation Law. Any repeal or modification of this Article shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification.

     TWELFTH: A. Each person who was or is made a party to or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent, authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA, excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in subsection B of this Article, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Article shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final deposition; provided, however, that if the Delaware General Corporation Law requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Article or otherwise. The Corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

     B. If a claim under subsection A of this Article is not paid in full by the Corporation within thirty (30) days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the

3

claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor on actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

     C. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of this Certificate of Incorporation, bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

     D. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

     E. As used in this Article, references to “the Corporation” shall include, in addition to the resulting or surviving corporation, any constituent corporation absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees and agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise, shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

     F. If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director, officer, employee and agent of the Corporation as to expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including a grand jury proceeding and an action by the Corporation, to the fullest extent permitted by any applicable portion of this Article that shall not have been invalidated or by any other applicable law.

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     THE UNDERSIGNED, being the Incorporator hereinabove named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is its act and deed and the facts herein stated are true, and accordingly have hereunto set its hand this 28th day of August, 2001.

ACFB INCORPORATED Incorporator
By:	/s/ Donna Fuller
	Donna Fuller, Assistant Secretary

5

EX-3.36

Exhibit 3.36

EXHIBIT “A”

GEOTRAC, INC.

AMENDED AND RESTATED BYLAWS
Effective October 20, 2005

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office shall be in the State of Delaware.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. Time and Place of Meetings. All meetings of the shareholders shall be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meetings. Annual meetings of shareholders shall be held on the first Tuesday of April, if not a legal holiday, and if a legal holiday, then on the next business day following, or at such other date as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. At the annual meeting, the shareholders entitled to vote thereat shall elect a Board of Directors and transact such other business as may properly be brought before the meeting.

Section 3. Special Meetings. Special meetings of the shareholders, unless otherwise prescribed by statute or provided by the Articles of Incorporation or these bylaws, may be called by the President or the Board of Directors or by the holders of at least 10% of all shares entitled to vote at the meeting. Business conducted at any special meeting shall be confined to the purpose or purposes described in the notice thereof.

Section 4. Notice. Written or printed notice stating the place, day and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 calendar days (20 days in the case of a meeting to approve a plan of merger or exchange) nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the President,

Geotrac, Inc.
Amended and Restated Bylaws
October 20, 2005

the Secretary or the officer or other person calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his or its address as it appears on the share transfer records of the Corporation, with postage prepaid.

Section 5. Quorum. A quorum shall be present at a meeting of shareholders if the holder or holders of a majority of the shares entitled to vote are present in person, represented by duly authorized representative in the case of a corporation or other legal entity or represented by proxy, unless otherwise provided in the Articles of Incorporation. Unless otherwise provided in the Articles of Incorporation or these bylaws, once a quorum is present at a duly constituted meeting of shareholders, the shareholders present or represented at the meeting may conduct such business as may be properly brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any shareholder present or represented shall not affect the presence of a quorum at the meeting. Unless otherwise provided in the Articles of Incorporation or these bylaws, the shareholders entitled to vote and present or represented at a meeting of shareholders at which a quorum is not present may adjourn the meeting until such time and to such place as may be determined by a vote of the holders of a majority of the shares represented at the meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be conducted which might have been conducted at the meeting as originally notified.

Section 6. Voting. With respect to any matter, other than the election of directors or a matter for which the affirmative vote of the holders of a specified portion of the shares is required by statute, the affirmative vote of the holders of a majority of the shares entitled to vote on that matter and represented at a meeting of shareholders at which a quorum is present shall be the act of the shareholders, unless otherwise provided in the Articles of Incorporation or these bylaws. Unless otherwise provided in the Articles of Incorporation of these bylaws, directors shall be elected by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present.

Section 7. Method of Voting. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the Articles of Incorporation provide for more or less than one vote per share or limit or deny voting rights to the holders of the shares of any class or series or as otherwise provided by statute. A shareholder may vote in person, by duly authorized representative in the case of a corporation or other legal entity or by proxy executed in writing by the shareholder or by his or its duly authorized attorney-in-fact. Each proxy shall be filed with the Secretary of the Corporation prior to the time of the meeting.

Section 8. Action Without Meeting. Unless otherwise provided in the Articles of Incorporation, any action required or permitted to be taken at any meeting of the shareholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall have been signed

2

Geotrac, Inc.
Amended and Restated Bylaws
October 20, 2005

by the holder or holders of all the shares entitled to vote with respect to the action that is the subject of the consent.

ARTICLE III

DIRECTORS

Section 1. Responsibilities. The powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, its Board of Directors.

Section 2. Number; Term. The number of initial directors shall be no less than one (1) and no more than three (3). The number of directors shall be fixed from time to time by the Board of Directors or by the shareholders at the annual or a special meeting if this bylaw is amended to provide for more than one director. No decrease in the number of directors shall have the effect of shortening the term of an incumbent director. The directors shall be elected at the annual meeting of the shareholders, except as provided in Section 3 below. At each annual meeting, the holders of shares entitled to vote in the election of directors shall elect directors to hold office until the next succeeding annual meeting. Unless removed in accordance with the Articles of Incorporation or this Section, each director elected shall hold office for the term for which he is elected and until his successor shall have been elected and qualified. Directors need not be residents of the State of Delaware or shareholders of the Corporation. At any meeting of shareholders called expressly for that purpose, any director or the entire Board of Directors may be removed, with or without cause, by the affirmative vote of the holder or holders of a majority of the shares then entitled to vote at an election of directors.

Section 3. Vacancies; Increases. Any vacancy occurring in the Board of Directors (by death, resignation, removal or otherwise) may be filled by election at an annual or special meeting of shareholders called for that purpose, by the affirmative vote of a majority of the remaining directors then in office, though less than a quorum, or by a sole remaining director. Each director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual or special meeting of shareholders called for that purpose or by the Board of Directors for a term of office continuing only until the next election of one or more directors by the shareholders; provided, however, that the Board of Directors may not fill more than two such directorships during the period between any two successive annual meetings of shareholders.

Section 4. Place of meetings. Meetings of the Board of Directors, regular or special, may be held either within or without the State of Delaware.

3

Geotrac, Inc.
Amended and Restated Bylaws
October 20, 2005

Section 5. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and at such place as shall from time to time be determined by the Board of Directors. Regular meetings of the Board of Directors may be held without notice.

Section 6. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of by the President and shall be called by the Secretary on the written request of at least two directors. Written notice specifying the time and place of special meetings shall be given to each director at least three days before the date of the meeting. Such notice may, but need not, specify the purpose or purposes of the meeting.

Section 7. Quorum; Majority Vote. At all meetings, a majority of the number of the directors fixed in the manner provided in these bylaws shall constitute a quorum for the transaction of business unless a greater number is specifically required by statute or provided in the Articles of Incorporation or these bylaws. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise specifically required by statute or provided in the Articles of Incorporation or these bylaws, in which case the express provision shall control. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 8. Minutes. The Board of Directors shall keep regular minutes of its proceedings. The minutes shall be placed in the minute book of the Corporation.

Section 9. Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees, each of which shall be comprised of one or more members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified members, at any meeting of that committee. Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these bylaws, shall have and may exercise all of the authority of the Board of Directors, except as otherwise provided by statute. The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 10. Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. Such minutes shall be place in the minute book of the Corporation.

Section 11. Action Without Meeting. Unless otherwise restricted by the Articles of Incorporation or these bylaws, any action required or permitted to be taken at a meeting of the Board of Directors or any committee may be taken without a meeting if a consent

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October 20, 2005

in writing, setting forth the action so taken, is signed by all the members of the Board of Directors or committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting.

ARTICLE IV

NOTICES

Section 1. Method. Whenever by statute, the Articles of Incorporation, these bylaws or otherwise, notice is required to be given to a director or shareholder, and no provision is made as to how the notice shall be given, it shall not be construed to be personal notice, but any such notice may be given: (a) in writing, by mail, postage prepaid, addressed to the director at the last address known by the Corporation for such director or shareholder at the address appearing on the share transfer records of the Corporation, or (b) in any other method permitted by law. Any notice required or permitted to be given by mail shall be deemed given at the time when the same is deposited in the United States mail.

Section 2. Waiver. Whenever by statute, the Articles of Incorporation or these bylaws, any notice is required to be given to a director or shareholder, a waiver thereof in writing, signed by the person or persons entitled to such notice, or in the case of a corporation or other legal entity by its duly authorized representative, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

ARTICLE V

OFFICERS

Section 1. Number. The officers of the Corporation shall consist of a President and a Secretary, each of whom shall be elected by the Board of Directors. The Board of Directors may also elect such other officers as they deem necessary or desirable, including a Chairman of the Board, a Treasurer, a Controller and one or more Vice Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and Assistant Controllers. All officers of the Corporation shall hold office at the pleasure of the Board of Directors. The same person may, at the discretion of the Board of Directors, hold any two or more offices.

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Amended and Restated Bylaws
October 20, 2005

Section 2. Appointed Officers. The President may appoint such other officers and agents as he shall deem necessary or desirable who shall hold their offices for such terms as the President shall determine.

Section 3. Removal. Any officer elected by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby.

Section 4. Compensation. The compensation of all officers and agents of the Corporation who are also directors of the Corporation shall be fixed by the Board of Directors. The Board of Directors may delegate the power to fix the compensation of all other officers and agents of the Corporation to an officer of the Corporation.

Section 5. Duties. The officers of the Corporation, whether elected or appointed, shall have such authority and shall perform such duties as are customarily incident to their respective offices, or as may be specified from time to time by resolution of the Board of Directors regardless of whether such authority and duties are customarily incident to such office.

ARTICLE VI

CERTIFICATE OF STOCK

     Every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of, the Corporation, by the President or the Vice President, and by the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation.

ARTICLE VII

INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Each person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust or other enterprise or employee benefit plan (including he heirs, executors, administrators or estate of such person) shall be indemnified by the Corporation to the fullest extent that a corporation is required or permitted to grant indemnification to such person under the Delaware General Corporation Law, as the same exists or may hereafter be amended. Reasonable expenses incurred by a director, officer, employee or agent of the Corporation who was, is or is threatened to be made a named defendant or respondent in a proceeding shall be paid or

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reimbursed by the Corporation, in advance of the final disposition of the proceeding, to the maximum extent permitted under Delaware law, as the same exists or may hereafter be amended. The right to indemnification under this Article shall be a contract right. In the event of the death of any person having a right of indemnification under this Article, such right will inure to the benefit of his or her heirs, executors, administrators and personal representatives. The rights under this Article will not be exclusive of any other right which any person may have or hereinafter acquire under any statute, bylaw, resolution of shareholders of directors, agreement or otherwise.

ARTICLE VIII

GENERAL PROVISIONS

     Section 1. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate

     Section 2. Fiscal Year. The fiscal year of the Corporations shall be fixed by resolution of the Board of Directors.

     Section 3. Telephone and Similar Meetings. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, the shareholders, members of the Board of Directors or members of any committee of the Board of Directors may participate in and hold a meeting of such shareholders, the Board of Directors or committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meting is not lawfully called or convened.

     Section 4. Distributions and Share Dividends. Subject to statute and any provision of the Articles of Incorporation, distributions in the form of cash or property or share dividends may be declared by the Board of Directors at any regular or special meeting.

     Section 5. Amendment of Bylaws. Unless otherwise provided by law, the Articles of Incorporation or these bylaws, these bylaws may be altered, amended or repealed, or new bylaws may be adopted, by the shareholders or the Board of Directors, subject to the shareholders providing in amending, repealing or adopting a particular bylaw that it may not be amended or repealed by the Board of Directors.

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EX-3.37

Exhibit 3.37

State of Indiana
Office of the Secretary of State

CERTIFICATE OF ORGANIZATION

of

INDIANA RESIDENTIAL NOMINEE SERVICES, LLC

I, SUE ANNE GILROY, Secretary of State of Indiana, hereby certify that Articles of Organization of the above Domestic Limited Liability Company (LLC) have been presented to me at my office, accompanied by the fees prescribed by law and that the documentation presented conforms to law as prescribed by the provisions of the Indiana Business Flexibility Act.

NOW, THEREFORE, with this document I certify that said transaction will become effective Friday, June 07, 2002.

	In Witness Whereof, I have caused to be affixed my signature and the seal of the State of Indiana, at the City of Indianapolis, June 7, 2002.
	/s/ Sue Anne Gilroy
	SUE ANNE GILROY, SECRETARY OF STATE

EX-3.38

Exhibit 3.38

Exhibit A

AMENDMENT TO

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

INDIANA RESIDENTIAL NOMINEE SERVICES, LLC
(“Company”)

     Pursuant to the authority contained in Section 17.5, of the Amended and Restated Limited Liability Company Operating Agreement of Indiana Residential Nominee Services, LLC, dated February 15, 2007 (the “Operating Agreement”), the undersigned Sole Member of the Company hereby adopts the following Amendment to the Company’s Operating Agreement:

     1. Section 15.2(a), is hereby deleted in its entirety.

     2. Section 17.1 Restrictions on Transfer, is hereby deleted in its entirety.

     IN WITNESS WHEREOF, the undersigned Sole Member of the Company has hereunto set his hand this 16th day of June, 2008.

Investment Property Exchange Services, Inc., a California corporation
By:	/s/ Todd C. Johnson
	Todd C. Johnson
	Senior Vice President and Secretary

EXHIBIT A

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

INDIANA RESIDENTIAL NOMINEE SERVICES, LLC

A MANAGER MANAGED
INDIANA LIMITED LIABILITY COMPANY

Dated as of February 15, 2007

E.I.N. 75-3064873

     This Amended and Restated Operating Agreement is dated as of February 15, 2007, by and between National Residential Nominee Services Inc., a Delaware corporation, with a principal place of business located at 601 Riverside Avenue, Jacksonville, FL 32204 (the “Manager”), as the sole Manager; and Investment Property Exchange Services, Inc., a California corporation, with a principal place of business located at 50 California Street, Suite 3550, San Francisco, CA 94111 (“IPEX”), as the member (the “Member”).

     The parties hereto, being duly sworn, certify and agree as follows:

ARTICLE I
Formation and Name

     The limited liability company (the “Company”) was formed pursuant to the provisions of the Act. The business and affairs of the Company shall be conducted under the name “Indiana Residential Nominee Services, LLC” or such other name or names as may be designated by the Manager.

ARTICLE II
Principal Place of Business, Agent for Service of Process

     The principal place of business of the Company shall be 601 Riverside Avenue, Jacksonville FL 32204. The principal place of business and other places of business may be designated by the Manager. The records required to be maintained pursuant to the Act shall be initially maintained at the principal office of the Company, and the initial resident agent of the Company in the State of Indiana for service of process shall be CT Corporation System, 36 South Pennsylvania Street, Indianapolis, Indiana 46204.

ARTICLE III
Purposes

Section 3.1

     The purposes of the Company are to take, hold and transfer title to residential real estate, and to engage in such lawful business or activities which may be necessary or incidental to the foregoing; and in general to carry on any business activity permitted and to exercise all the powers and rights granted a limited liability company organized under the Act.

Section 3.2 Powers

     In furtherance of the above purposes, the Company shall have the following powers:

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     A. to acquire property, real or personal, in fee or under lease, or any rights therein or appurtenant thereto, necessary or convenient for the business and operations of the Company;

     B. to enter into, perform and carry out contracts of any kind, including contracts with Affiliates, necessary to, in connection with, or incidental to, the accomplishment of the purposes of the Company;

     C. to borrow money and to issue evidence of indebtedness and to secure the same by mortgage, pledge or other lien on any assets of the Company, in furtherance of any and all of the purposes of the Company;

     D. to repay in whole or in part, refinance, recast, increase, modify or extend any mortgages affecting the Company’s property, and in connection therewith to execute any extensions, renewals, modifications of any such mortgages;

     E. to guaranty obligations of Affiliates upon terms and conditions determined by the Manager;

     F. to invest and reinvest the assets of the Company in, and to purchase or otherwise acquire, hold, sell, transfer, exchange or otherwise dispose of securities of all types and descriptions and any other interests in business ventures; and

     G. to carry on any other activities necessary to, or in connection with, or incidental to, the accomplishment of the purposes of the Company, so long as such activities may be lawfully carried on or performed by a limited liability company under the Act and other applicable laws of the State.

     Except as expressly provided herein, no Member shall have any authority to act for, or assume any obligations or responsibility on behalf of, any other Member or the Company.

ARTICLE IV
Term

     The Company shall commence on the date of the filing of the Articles of Organization with the Office of the Secretary of State of the State of Indiana and shall continue thereafter until terminated by operation of law or in accordance with the provisions of this Agreement.

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ARTICLE V
Capital Contributions

Section 5.1 Original Capital Contributions

     The Member has contributed to the capital of the Company the aggregate amount of cash and other property set forth in Exhibit A attached hereto and made a part hereof.

Section 5.2 Additional Contributions

     Capital Contributions in addition to those referred to in Section 5.1 above may be made from time to time when, as and if it is determined by the Members that additional Capital Contributions are necessary or desirable to accomplish the purposes of the Company.

Section 5.3 Interest on Capital Contributions

     No interest shall be paid upon Capital Contributions.

Section 5.4 Withdrawal of Capital

     No Member shall have the right to withdraw any capital contributed to the Company except as specifically provided herein.

Section 5.5 Liability of Members

     Notwithstanding anything to the contrary elsewhere contained herein, and except as otherwise specifically provided herein or in the Act, no Member shall be liable for Company obligations in an amount in excess of its aggregate Capital Contributions to the Company, including any additional Capital Contributions if and to the extent the same become due and payable under Section 5.2.

Section 5.6 Property Other Than Cash

     No Member shall have the right to demand or receive property other than cash in return for its Capital Contribution, and except as its interest may appear in the accounts of the Company, no Member shall have priority over any other Member, either as to contributions of capital or as to compensation by way of income.

Section 5.7 Capital Accounts

     An individual Capital Account shall be established and maintained for each Member, including any additional or substituted Member who shall hereafter receive an interest in the Company. The original Capital Account established for

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each such substituted Member shall be in the same amount as, and shall replace, the Capital Account of the Member which such substituted Member succeeds, and, for the purposes of this Agreement, such substituted Member shall be deemed to have made the Capital Contribution, to the extent actually paid in, of the Member which such substituted Member succeeds. The Capital Account of each Member shall be (i) credited with (a) the amount of cash such Member has contributed to the Company plus (b) the fair market value of any property such Member has contributed to the Company net of any liabilities assumed by the Company or to which such property is subject plus (c) the amount of profits or gain of the Company allocated to such Member, and (ii) charged with (a) the amount of losses and deductions of the Company allocated to such Member, (b) the amount of all cash distributed by the Company to such Member, (c) the fair market value of any property distributed by the Company to such Member net of any liabilities assumed by the Company or to which such property is subject and (d) such Member’s share of any other expenditures of the Company which are not deductible by the Company for Federal income tax purposes or which are not allowable as additions to the basis of the Company property and shall be (iii) subject to other adjustments as may be required under the Code. The term “substituted Member,” as used in this paragraph, shall mean a Person who shall become entitled to receive a share of the profits, losses and distributions of the Company by reason of such Person succeeding to the interest in the Company of a Member by assignment of all or any part of a Member’s interest in the Company. To the extent a substituted Member receives less than 100% of the interest in the Company of a Member it succeeds, the original Capital Account of such substituted Member and its Capital Contribution shall be in proportion to the interest it receives and the Capital Account of the Member who retains a partial interest in the Company and its Capital Contribution shall continue, and not be replaced, in proportion to the interest it retains. Any special basis adjustments resulting from an election by the Company pursuant to Section 754 of the Code shall not be taken into account for any purpose in establishing and maintaining Capital Accounts for the Members pursuant to this Section 4.3. Nothing in this section shall affect the limitation on the transferability of Company interests set forth in Article VII, Article VIII or Section 13.1 of this Agreement.

ARTICLE VI
Additional Members

     The Manager is authorized to admit additional Members to the Company, at such times, and upon such terms and conditions, as it may determine.

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ARTICLE VII
Loans

Section 7.1 Company Borrowings

     If, at any time or from time to time, the Manager determines that additional funds are required to carry on the business of the Company in the manner contemplated hereunder, the Company may, in lieu of or in addition to obtaining funds from any other source, borrow such funds upon terms and conditions it may determine.

Section 7.2 Operating Loans

     In lieu of or in addition to making additional Capital Contributions pursuant to Section 5.2 hereof, or borrowing funds pursuant to Section 7.1 hereof, each Member may advance or cause to be advanced to the Company funds. Such advances (herein called “Operating Loans”) shall be deemed to be loans rather than Capital Contributions and shall bear interest at a rate determined by the Manager. Operating Loans shall be evidenced by promissory notes of the Company (“Operating Notes”) and shall be repaid in the manner and at the times specified in Sections 11.2 and 12.1. If the Members so determine, and subject to the approval, if required, of any lenders or governmental authorities having jurisdiction over any Property, such notes may be secured by a lien on all real or personal property owned by the Company or on the beneficial interest therein (or so much thereof as is then owned by the Company), evidenced by a security instrument (which may be, among other types, a mortgage or collateral assignment of beneficial interest) in appropriate form with respect to the law of the jurisdiction in which such property is located, subject to liens, if any, of mortgages granted by the Company or to which such property was subject when acquired by the Company, and to any other lien theretofore granted by the Company. Such security instrument shall also contain provisions requiring its subordination by its holder, to the extent of the cost of improvements reasonably necessary to accomplish the purposes set forth in Article III hereof, to any lien thereafter granted by the Company or its successors in title to a recognized bank, savings and loan association or other lending institution.

Section 7.3 Benefit

     The undertakings of the Members in Section 5.2 and this Article VII are made for the benefit of the Members and the Company and shall not inure to the benefit of any creditor of the Company other than a Member.

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Amended & Restated Operating Agreement
February 15, 2007

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ARTICLE VIII
Rights, Duties and Powers

Section 8.1 Rights and Responsibilities of Manager

     The Manager shall be solely responsible for the management of the Company business with all rights and powers generally conferred by law or necessary, advisable or consistent in connection therewith. All decisions with respect to the management and control of the Company which are made by the Manager as aforesaid shall be binding on the Company and all Members.

Section 8.2 Duties and Powers of Manager

     The Manager has full and sole authority to cause the Company to exercise the powers conferred on the Company in Article III. The Manager shall use reasonable efforts to carry out the purposes, business and objectives of the Company referred to in Article III, and shall devote to the Company business such time and effort as shall be reasonably required for the proper conduct of the business of the Company. Anything in this Agreement to the contrary notwithstanding, all Persons dealing with the Company may rely upon the authority of the Manager to execute, for and in behalf of the Company, any contract or other document pertaining to the business of the Company and every contract deed, mortgage, lease and other instrument executed by the Manager shall be conclusive evidence in favor of every Person relying thereon or claiming thereunder that at the time of the delivery thereof the execution and delivery of such instruments were duly authorized by the Manager in accordance with Section 8.1 of this Agreement. No Member (except a Member who is also a Manager and then only in its capacity as a Manager) shall be entitled to bind the Company. The Manager is authorized and empowered to designate and appoint any officers, agents and/or attorneys-in-fact to act for any one or more purposes for and in behalf of the Company, and any Person dealing with the Company may rely upon the efficacy of any such designation, appointment or power of attorney authorizing any such officer, agent or attorney-in-fact to act for and in behalf of the Company to the same extent as if the action so authorized had been taken by the Manager of the Company for and in behalf of the Company. Every contract, deed, mortgage, lease and other instrument executed by the Manager or by any such officer, agent and/or attorney-in-fact so designated by the Manager shall be conclusive evidence in favor of every Person relying thereon or claiming thereunder that at the time of delivery thereof (i) the Company was in existence, (ii) the Manager or such officer, agent or attorney-in-fact was duly authorized to execute such instrument and (iii) this Agreement had not been terminated, canceled or amended in any manner so as to restrict such authority.

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Amended & Restated Operating Agreement
February 15, 2007

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Section 8.3 Prohibited Acts and Limitations

     Nothing contained in this Article VIII shall be construed as giving the Manager the power or right to possess Company property for other than a Company purpose nor to do any act prohibited by the terms of any statutes, ordinances, regulations or agreements applicable to the Company. All powers and rights of the Manager shall always be subject to the foregoing so long as the same continue in force and to be applicable to this Company as aforesaid.

Section 8.4 Compensation of Manager

     The Manager shall be entitled to such salary and other compensation for its services to the Company as may be Approved by the Members from time to time. Such salaries or other compensation, if any, shall be deducted as an expense of the Company in determining the Cash Flow of the Company to be distributed pursuant to Section 11.2 hereof.

Section 8.5 Indemnity of Manager

     The Manager shall be entitled to indemnity from the Company for any liability arising out of any act performed by it within the scope conferred upon it by this Agreement, provided that the Manager acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and its Members. Any indemnity under this Section 8.5 shall be provided out of and to the extent of Company assets only, and no Member shall have any personal liability on account thereof.

Section 8.6 Activities of Members

     The Members (except a Member who is also a Manager and then only in its capacity as a Manager) shall take no part in, nor interfere in any manner with, the conduct or control of the Company business, and shall have no right or authority to act for or bind the Company.

ARTICLE IX
Independent Ventures — Self-Dealing Provisions

Section 9.1 Competition

     Any of the Members, including any Manager, may engage in or possess an interest in other business ventures of any and every nature and description. Neither the Company nor the other Members shall have any right by virtue of this Agreement in and to such independent ventures or to the income, gain or profits derived therefrom.

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February 15, 2007

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Section 9.2 Self-Dealing

     The fact that a Member, including any Manager, or its stockholders, officers, or directors as the case may be, is employed by, or is directly or indirectly interested in or connected with, any person, firm, or corporation employed by the Company to render or perform a service, or to whom or which the Company shall convey any property or lease any space, or from whom or which the Company shall acquire any property or lease any space, shall not prohibit the Manager from contracting with or otherwise dealing with him or it. Neither the Company nor any of the other Members, as such, shall have any rights by virtue of this Agreement in or to any income or profits derived therefrom.

ARTICLE X
Profits and Losses

Section 10.1 Basic Ratio

     Except as provided in Section 10.3, the Profits and Losses of the Company shall be allocated among the Members in proportion to their Percentage Interests, as set forth in Exhibit A attached hereto and made a part hereof.

     The term “Profits and Losses” as used in this Agreement shall mean income and losses, and each item of income, gain, loss, deduction or credit entering into the computation thereof, as determined in accordance with the accounting methods followed by the Company and computed in a manner consistent with Treasury Regulation Section 1.704-1(b)(2)(iv). Profits and losses for Federal income tax purposes shall be allocated in the same manner as Profits and Losses for purposes of this Article X, except as provided in Section 10.3(B).

Section 10.2 Individual Items

     Except as otherwise specifically provided herein, whenever a proportionate part of the Company’s Profits or Losses is credited or charged to a Member’s capital account, each item of income, gain, loss, deduction or credit entering into the computation of such Profits or Losses, or applicable to the period during which such Profits or Losses were realized, shall be considered credited or charged, as the case may be, to such account in the same proportion.

Section 10.3 Special Tax Provisions

     A. Section 704 of the Code and the Regulations issued thereunder, including but not limited to the provisions of such regulations addressing qualified income offset provisions, minimum gain chargeback requirements, partner nonrecourse debt minimum gain chargeback provisions and allocations of

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deductions attributable to nonrecourse debt and partner nonrecourse debt, are hereby incorporated by reference into this Agreement.

     B. Income, gain, loss and deduction with respect to Company property which has a variation between its basis computed in accordance with Treasury Regulation Section 1.704-(b) and its basis computed for Federal income tax purposes shall be shared among Members so as to take account of the variation in a manner consistent with the principles of Section 704(c) of the Code and Treasury Regulation Section 1.704-3.

ARTICLE XI
Cash Flow of the Company

Section 11.1 Cash Flow

     The term “Cash Flow” of the Company for a particular fiscal year shall include all Profits from the operation of the Company for such fiscal year except Profits for such fiscal year arising from the sale or other disposition of all or a substantial part of the assets of the Company, and shall be determined by adjusting such Profits as follows:

     (a) Items described in Section 705(a)(1)(B) of the Code shall be included in Cash Flow. Items described in Section 705(a)(2)(B) of the Code shall be considered a deduction in calculating Cash Flow;

     (b) Depreciation of buildings, improvements and personal property shall not be considered as a deduction;

     (c) Amortization of financing fees, organizational expenses or similar items (for federal income tax purposes) shall not be considered as a deduction;

     (d) Principal payments on all mortgage loans, conditional sales contracts and other secured obligations (other than Operating Loans) shall be considered a deduction;

     (e) If the Manager so determines, a reasonable reserve shall be deducted to provide for replacements, improvements, capital improvements or any other contingency of the Company;

     (f) Any amounts paid by the Company for capital expenditures or replacements (and not withdrawn from a reserve fund established for such purpose) shall be considered as a deduction;

     (g) Amounts required to maintain reasonable working capital shall be considered a deduction;

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     (h) Capital Contributions to the Company, the proceeds of any mortgage refinancing, the proceeds of any sale, exchange, eminent domain taking, damage or destruction by fire or other casualty, whether insured or uninsured, or other disposition of all or a substantial part of the assets of the Company (or of the assets of any partnership, joint venture or other comparable entity of which the Company is a member or of the interest of the Company in any such entity) shall not be included in Cash Flow of the Company and payments made from such sources of funds shall be excluded in determining Cash Flow of the Company; and

     (i) Any other receipts from the operations of the Company not properly includable in Profits and Losses of the Company and any amounts released from reserve accounts and available for distribution shall be included in Cash Flow of the Company.

Section 11.2 Cash Flow Distributions

     The Cash Flow of the Company shall be determined for each fiscal year. The Manager shall make periodic (and in no event less frequent than annual) distributions to the Members of the Cash Flow of the Company in the manner and amounts hereinafter provided:

     First, to repay principal and interest on outstanding Operating Loans; and

     Second, to the Members in accordance with their respective Percentage Interests in the Company.

Section 11.3 Allocations and Distributions

     (a) In the event that there are at any time more than one class of Members, Profits and Losses of the Company allocated to and distributions made to the Members in each class shall be allocated to each of them in the ratio which the Percentage Interest of such Member bears to the aggregate Percentage Interests of all of the Members in such class.

     (b) All Profits, Losses and distributions to the Members shall be credited or charged, as the case may be, to their Capital Accounts as of the date at which Profits and Losses are determined.

     (c) Except as may be otherwise expressly provided to the contrary in this Agreement, the Members’ Capital Accounts shall be maintained, both for book purposes and for federal income tax purposes in the manner provided in Treasury Regulations 1.704-I (b) (the “Regulations”) and profits and losses and items thereof for book purposes, and all items of income, deduction, gain,

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loss or credit for Federal income tax purposes shall be allocated among the Members in a manner consistent with the Regulations, so that the allocations provided in this Agreement may, to the extent possible, have “substantial economic effect” within the meaning of the Regulations.

ARTICLE XII

Section 12.1 Other Distributions and Payments

     All cash available from the cash proceeds resulting from the refinancing of any mortgage on, or the sale, exchange, condemnation (or similar eminent domain taking), casualty or other disposition of all or a substantial part of the assets of the Company, or from the liquidation of the assets of the Company following a dissolution of the Company, and, subject to the provisions of Article XIII, all cash other than cash distributed pursuant to Section 11.2 hereof which is determined by the Manager to be available for distribution, shall be distributed and applied in the following priority:

     First, to the payment of all debts and liabilities of the Company then due (or required by any lender or creditor to be repaid on account of the event referred to in this Article XII which makes such cash available) other than loans by a Member to the Company;

     Second, to fund reserves for contingent liabilities to the extent deemed reasonable by the Manager, provided, that at the expiration of such period of time as the Manager shall deem advisable, the balance of such reserves remaining after payment of such contingencies shall be distributed in the manner hereinafter set forth in this Article XII;

     Third, to the payment of principal and interest on outstanding Operating Loans;

     Fourth, the balance of any remaining cash proceeds shall be distributed to the Members in accordance with their respective Percentage Interests in the Company.

ARTICLE XIII
Accounting

Section 13.1 Books and Reporting

     (a) The Manager shall keep or cause to be kept a complete and accurate set of books and supporting documentation of transactions with respect to the conduct of the Company’s business. The books of the Company

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shall be kept on such basis as may be determined by the Manager and shall at all times be maintained at the principal office of the Company or at such other location as the Manager may determine. Each of the Members and their duly authorized representatives shall have the right to examine the books of the Company and all other records and information concerning the operation of the Property at reasonable times.

     (b) The Manager shall determine and prepare or cause to be prepared a balance sheet, statement of profit and loss, statement of receipts and disbursements including its best estimate of Cash Flow available for distribution to the Members, statement of surplus (or deficit) cash, statement of loans payable and any other statements it deems necessary to comply with the requirements of this Agreement. Said balance sheet and statement of profit and loss shall be prepared in accordance with generally accepted accounting principles applied consistently with prior periods. As a note to the statement of loans payable, there shall be included a schedule of all loans to the Company from Affiliates or any other party, setting forth the section of this Agreement under which such debt was incurred, and the purpose for which such loan was applied by the Company. Such schedule shall demonstrate that loans have been made, used, carried on the books of the Company (and repaid, if applicable) in accordance with the provisions of this Agreement. The Manager shall promptly upon preparation or receipt of such balance sheet and statements and in any event within 105 days after the end of each fiscal year, transmit to all Members a copy thereof. The Manager shall cause the Auditors to prepare the federal and state income tax returns of the Company and the Manager shall use reasonable efforts to cause such Auditors to prepare such tax returns within 105 days after the end of such fiscal year. The Manager shall cause such tax returns to be filed on a timely basis and shall promptly after the filing thereof transmit to all the Members a copy of such tax returns.

Such reports and estimates shall clearly indicate the methods under which they were prepared, and shall be made at the expense of the Company.

Section 13.2 Bank Accounts

     The bank accounts of the Company shall be maintained in such banking institutions as the Manager shall determine, and withdrawals shall be made only in the regular course of Company business on such signature or signatures as the Manager shall determine.

Section 13.3 Special Basis Adjustments

     In the event of a transfer of all or any part of the interest of any Member (including a transfer by reason of death), the Company shall elect pursuant to

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Sections 734, 743 and 754 of the Code (or corresponding provisions of succeeding law) and pursuant to similar provisions of applicable state or local income tax laws, to adjust the basis of the assets of the Company. Notwithstanding anything to the contrary contained in this Agreement, any such adjustments shall affect only the successor in interest to the transferring Member. Each Member will furnish the Company with all information necessary to give effect to such election.

Section 13.4 Fiscal Year

     The fiscal year of the Company shall be the calendar year.

ARTICLE XIV
Withdrawal of Manager; New Managers

Section 14.1 Voluntary Withdrawal

     Except as provided in the Act, no Manager shall have the right to withdraw or retire voluntarily from the Company or sell, assign or encumber its partnership interest without the consent of all Members.

Section 14.2 Election to Continue

     In the event of the Retirement of any Manager, the remaining Managers, if any, and any successor Manager, and those Members representing not less than 51% in interest of all Members, may elect to continue the business of the Company employing its assets and name, all as contemplated by the Act. Within ten (10) days after the occurrence of such Retirement, the remaining Managers, if any, shall notify the Members thereof.

Section 14.3 Successor Manager

     (a) Upon the occurrence of any Retirement referred to in Section 14.2, the remaining Managers, if any, may designate a Person to become a successor Manager to the Manager as to whom such event shall have occurred. Any Person so designated, subject to the Approval of the Members, shall become a successor Manager upon its written agreement to be bound by the provisions of this Agreement.

     (b) If any Retirement referred to in Section 14.2 shall occur at a time when there is no remaining Manager and no successor becomes a successor Manager pursuant to the preceding provisions of this Section 14.3, then 51% or more in interest of the Members shall have the right, to designate a Person to become a successor Manager upon its written agreement to be bound by the provisions of the Agreement.

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     (c) If the Members elect to reconstitute the Company pursuant to this Section 14.3 and admit a successor Manager pursuant to this Section 14.3, the relationship of the parties in the reconstituted Company shall be governed by this Agreement.

Section 14.4 Interest of Predecessor Manager

     No assignee or transferee of all or any part of the interest as a Manager of a Manager shall have the right to become a Manager and any such assignee or transferee shall have only such rights as are afforded to such Person as a matter of law; without limiting the generality of the foregoing no such assignee or transferee shall have any rights to vote or consent with respect to any transactions involving the Company; provided, however, that in the event of the withdrawal of a Manager under circumstances not constituting any violation of the terms or provisions of this Agreement, such Manager or its legal representatives, estate or distributees shall have the right to become a Member, with all the rights of a Member hereunder, in which case this Agreement shall be amended accordingly.

Section 14.5 Designation of New Manners

     The Manager may, with the consent of all Members, at any time designate new Managers with such interest as a Manager in the Company as the Managers may specify.

     Any new Manager shall as a condition of receiving any interest in the Company agree to be bound by the provisions of this Agreement to the same extent and on the same terms as any other Manager.

Section 14.6 Approval of Certain Events

     Each Member hereby consents to and authorizes any admission or substitution of a Manager or any other transaction, including, without limitation, the continuation of the Company business, which has been authorized by the requisite percentage of Members under the provisions of this Agreement and hereby ratifies and confirms each amendment of this Agreement necessary or appropriate to give effect to any such transaction.

ARTICLE XV
Transfer of Member Interests

Section 15.1 Right to Assign

     Except by operation of law, or by bequest, no Member shall have the right to assign its Member Interest in the Company, or in the capital, assets or property of the Company, or enter into any agreement as a result of which any Person shall

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become interested with it in the Company, without the written consent of the Manager, which may be given or withheld in the sole discretion of the Manager.

Section 15.2 Restrictions

     (a) No sale or exchange of the interest of any Person as Member in the Company shall be made if such sale or exchange would violate Section 17.1.

     (b) In no event shall all or any part of a Member’s Interest in the Company be assigned or transferred to a minor or to an incompetent (other than to a member of a Member’s Immediate Family by reason of death).

     (c) The Manager may require as a condition of any assignment of any interest in the Company, that the assignor (i) assume all costs incurred by the Company in connection therewith, and (ii) furnish it with an opinion of counsel satisfactory to counsel to the Company that such sale, transfer, exchange or other disposition complies with applicable Federal and state securities laws.

     (d) Any assignment in contravention of any of the provisions of Section 15.1 or this Section 15.2 shall be void and ineffectual and shall not bind, or be recognized by, the Company.

Section 15.3 Substitute Members

     Any Substitute Member shall, as a condition of receiving any interest in the Company assets, agree to be bound (to the same extent as his assignor was bound) by the provisions of this Agreement.

Section 15.4 Assignees

     An assignee of a Member who does not become a Substitute Member in accordance with Section 15.3 shall, if such assignment is in compliance with the terms of this Agreement, have the right to receive the same share of profits, losses and distributions of the Company to which the assigning Member would have been entitled if no such assignment had been made by such Member.

     Any Member who shall assign all its interest in the Company shall cease to be a Member of the Company, and shall no longer have any rights or privileges or obligations of a Member except that, unless and until the assignee of such Member is admitted to the Company as a Substitute Member in accordance with Section 15.3, said assigning Member shall retain the statutory rights and be subject to the statutory obligations of an assignor limited partner under the Act as well as the obligation to make the Capital Contributions attributable to the interest in question, if any portion thereof remains unpaid.

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     In the event of any assignment of a Member’s interest as a Member, there shall be filed with the Company a duly executed and acknowledged counterpart of the instrument making such assignment; such instrument must evidence the written acceptance of the assignee to all the terms and provisions of this Agreement; and if such an instrument is not so filed, the Company need not recognize any such assignment for any purpose.

     An assignee of a Member’s interest as a Member who does not become a Substitute Member as provided in Section 15.3 and who desires to make a further assignment of its interest shall be subject to the provisions of this Article XV to the same extent and in the same manner as any Member desiring to make an assignment of its interest.

ARTICLE XVI
Termination and liquidation

Section 16.1 Events Causing Termination

     The Company shall be terminated and its affairs wound up on the first to occur of the following:

     (a) the Retirement of a Manager unless the business of the Company is continued as provided in Article XIV; or

     (b) the election to dissolve the Company made in writing by all the Members; or

     (c) the sale or other disposition of all or a substantial part of the assets of the Company; or

     (d) any other act or event causing a dissolution under the Act.

Section 16.2 Distributions Upon Termination

     Unless the business of the Company is continued, upon the termination and dissolution of the Company, the Managers, or if there are none, such other Person required by law to wind up the Company’s affairs, shall proceed with the liquidation of the Company (including cancellation of the Certificate), and the net proceeds of such liquidation shall be applied and distributed in accordance with the Capital Account balances of the Members.

Section 16.3 Distributions in Kind

     If it becomes necessary to make a distribution of Company property in kind, due to the economic impracticability of liquidating the assets of the Company, such property shall be transferred and conveyed to the Members and their Assignees so

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as to vest in each of them as a tenant-in-common an undivided interest in the whole of said property equal to its interest had there been a distribution of net cash proceeds made in accordance with Section 16.2.

Section 16.4 Period for Orderly Liquidation

     A reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to enable the Managers to minimize losses attendant upon a liquidation.

Section 16.5 Records of Liquidation

     Each of the Members shall be furnished with a statement prepared by the Company’s then accountants, which shall set forth the assets and liabilities of the Company as of the date of complete liquidation. Upon the consummation of the transactions contemplated in this Article XVI, the Manager shall execute, acknowledge and cause to be filed a writing to cancel the Certificate of Organization of the Company.

Section 16.6 Liability of Manager

     The Manager shall not be personally liable for any distributions to the Members, or any portion thereof, including a return of invested capital, all such distributions to be made solely from Company assets.

ARTICLE XVII
General

Section 17.1 Restrictions on Transfer

     (a) Notwithstanding any other provision of this Agreement, except as otherwise provided in this Section 17. 1, no sale or exchange of any Member’s interest in the Company may be made if the interest sought to be sold or exchanged, when added to the total of all other interests in the Company sold or exchanged within the period of twelve consecutive months prior to the proposed date of sale or exchange, would result in the termination of the Company under Section 708 of the Code.

     (b) Any sale, exchange or other transfer in contravention of any of the provisions of this Section 17.1 shall be void and ineffective, and shall not bind or be recognized by the Company.

Section 17.2 Notices

     (a) All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing. All notices, demands

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and requests to be sent to a Member or to any assignee of the interest of a Member hereunder pursuant hereto shall be deemed to have been properly given or served by depositing the same in the United States mail, addressed to such Member, prepaid, and registered or certified with return receipt requested, at the address set forth in Exhibit A attached hereto and made a part hereof.

     (b) All notices, demands and requests shall be effective upon being deposited in the United States mail. However, the time period in which a response to any such notice, demand or request must be given shall commence to run from the date of receipt on the return receipt of the notice, demand or request by the addressee thereof.

     (c) By giving to the other parties at least thirty (30) days’ written notice thereof, the Members and their respective successors and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses and each shall have the right to specify as its address any other address within the United States of America.

     (d) No transferee of any interest by any Member shall be entitled to receive a notice independent of the notice sent to the Member making such transfer. A notice sent or made to a Member shall be deemed to have been sent and made to all transferees, if any, of such Member.

     (e) All payments to be made pursuant hereto to any Member shall be made at the address set forth herein for such Member. All such payments shall be effective upon receipt.

Section 17.3 Obligations and Rights of Transferees

     Any Person who acquires in any manner whatsoever any interest in the Company, irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of the benefit of the acquisition thereto to have agreed to be subject to and bound by the same obligations under this Agreement that the predecessor in interest of such Person was subject to or bound by. However, no assignee of an interest in the Company shall be entitled to be admitted as a Member unless and until it has accepted and adopted in writing the terms and provisions of this Agreement to the same extent and on the same terms as the present Members.

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Section 17.4 Governing Law

     This Agreement and the rights and obligations of the Members hereunder shall be governed by and construed in accordance with the Act, as amended, and other applicable laws of the State.

Section 17.5 Entire Agreement and Amendments

     This Agreement contains the entire agreement between the parties hereto relative to the formation and operations of the Company and, except as otherwise specifically provided herein, may be modified or amended only by a written document consented to by all Members.

Section 17.6 Separability of Provisions: Rights and Remedies; Arbitration

     (a) Each provision of this Agreement shall be considered separable and (i) if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of this Agreement which are valid, or (ii) if for any reason any provision or provisions herein would cause the Members to be bound by the obligations of the Company under the laws of the State as the same may now or hereafter exist, such provision or provisions shall be deemed void and of no effect.

     (b) Each of the parties hereto irrevocably waives during the term of the Company any right that such party may have to maintain any action for partition with respect to the property of the Company.

     (c) The rights and remedies of any of the parties hereunder shall not be mutually exclusive, and the exercise of one or more of the provisions hereof shall not preclude the exercise of any other provisions hereof. Each of the parties confirms that damages at law may be an inadequate remedy for breach or threat of breach of any provisions hereof. The respective rights and obligations hereunder shall be enforceable by specific performance, injunction, or other equitable remedy, but nothing herein contained is intended to limit or affect any rights at law or by statute or otherwise of any party aggrieved as against the other parties for a breach or threat of breach of any provisions hereof, it being the intention by this paragraph to make clear that under this Agreement the respective rights and obligations of the Members shall be enforceable in equity as well as at law or otherwise.

     (d) In any instance in which any matter is to be determined by Arbitration under the provisions of this Agreement, such matter shall be submitted to arbitration in the manner provided under the Commercial Arbitration Rules of the American Arbitration Association then in effect; such

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arbitration shall be conducted before one arbitrator, chosen in accordance with such rules in Indianapolis, Indiana, and shall be binding on all parties to the dispute; judgment on the award of such arbitrator may be rendered by any court having jurisdiction of such parties and the subject matter. Insofar as any action is required to be taken by the Members in respect of any such arbitration, such action may be taken by the vote or written consent of at least 51% in interest of the Members.

Section 17.7 Benefits and Obligations

     Subject to the provisions of Articles XIV and XV hereof, this Agreement shall be binding upon and inure to the benefit of the undersigned Members and their respect heirs, executors, legal representatives, successors and assigns. Any Person succeeding to the interest of a Member shall succeed to all of such Member’s rights, interests and obligations hereunder subject to and with the benefit of all terms and conditions of this Agreement.

Section 17.8 Word Meanings

     The words such as “herein,” “hereinafter,” “hereof” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires. The singular shall include the plural and the masculine gender shall include the feminine and neuter, and vice versa unless the context otherwise requires. Any references to “Sections” or “Articles” are to Sections or Articles of this Agreement, unless reference is expressly made to a different document. References herein to a specified percentage “in interest” of the Members shall mean Members whose Percentage Interests in the Company equal such percentage of the aggregate Percentage Interests of all Members in the Company.

Section 17.9 Counterparts

     The Agreement may be executed in several counterparts and all so executed shall constitute one agreement binding on all parties hereto, notwithstanding that all the parties have not signed the original or the same counterpart, except that no counterpart shall be binding unless signed by the Managers.

ARTICLE XVIII
Definitions

     Unless the context specifically requires otherwise, capitalized terms used in this Agreement and not otherwise defined shall have the meanings specified below:

     “Act” means the Indiana Business Flexibility Act as adopted by the State of Indiana, Indiana Code, Title 23, Article 18, as amended from time to time.

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     “Affiliate” (whether capitalized or not) means any (i) Member, (ii) member of the Immediate Family of any Member, (iii) legal representative of any Person referred to in the preceding clauses (i) or (ii), (iv) trustee of a trust for the benefit of any Person referred to in the preceding clauses (i) or (ii), (v) Entity of which a majority of the voting interest is owned by any one or more of the Persons referred to in the preceding clauses (i) through (iv), (vi) Person who owns common stock of any corporate Member, or (vii) Person who is an officer, director, trustee, employee, stockholder or partner of any Entity or Person referred to in the preceding clauses (v) and (vi). The term “Affiliated with” shall mean related to in one or more of the foregoing ways.

     “Agreement” means this Operating Agreement, as the same may be amended from time to time.

     “Approved by the Members” means approved or consented to in writing by 70% in interest of the Members and “Approval of the Members” means a writing evidencing such approval or consent. When applied to such a particular class of Member, such terms shall mean approved by 70% in interest of such class. In any instance under this Agreement in which the consent or approval of a Member to any proposed action is required, such consent or approval shall be deemed to have been given unless written objection to such proposed action, stating with particularity grounds therefor, is sent by such objecting Member to the other Members within thirty (30) days after receipt of a written request for such consent or approval.

     “Arbitration” shall have the meaning set forth in Section 17.6(d).

     “Assignee” means the recipient of an Assignment of a Company Interest.

     “Assignor” means the assignor of a Company Interest.

     “Assignment” means, with respect to a Company Interest or part thereof, any offer, sale, assignment, transfer, hypothecation, pledge, gift or any other disposition, whether voluntary or by operation of law.

     “Auditors” means a firm of independent certified public accountants selected by the Manager to perform certain services on behalf of the Company.

     “Capital Account” means the capital account established for each Member under Section 5.7.

     “Capital Contribution” means the amount of cash and the agreed value of property contributed to the Company by a Member.

     “Capital Transaction” means any transaction the proceeds of which are not includable in determining Cash Flow, including, without implied limitation, the sale, refinancing or other disposition of all or substantially all of the assets of the

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Company, but excluding loans to the Company (other than a refinancing of the Mortgage Loan) and contributions of capital to the Company by the Members.

     “Cash Flow” shall have the meaning set forth in Article XI.

     “Certificate” means the Articles of Organization, as filed with the Secretary of State of the State of Indiana as of the date first written above, as amended from time to time hereafter in accordance with the terms hereof and the Act.

     “Code” means the Internal Revenue Code of 1986, as amended, or corresponding provisions of subsequent laws.

     “Company” means the limited liability company formed in accordance with the Certificate and this Agreement, as said limited liability company may from time to time be constituted.

     “Company Interest” or “Interest” means the interest of each of the Members in and to the capital, Profits and Losses, Cash Flow and Sale-Refinancing Proceeds of the Company.

     “Designated Prime Rate” means the annual rate of interest which is at all times equal to the lesser of (i) the Prime Rate plus 2%, calculations of interest to be made on a daily basis and on the basis of a 360 day year and (ii) the maximum rate permitted by law; the term “Prime Rate” in this sentence means the rate as periodically published in The Wall Street Journal.

     “Entity” means any general partnership, limited partnership, corporation, limited liability company, limited liability partnership, joint venture, trust, business trust, association or other business entity.

     “Event of Bankruptcy” or “Bankruptcy” as the context may require, means as to a specified Person:

     (a) the entry of a decree or order for relief by a court having jurisdiction in the premises in respect of such Person in an involuntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of his or its property, or ordering the winding-up or liquidation of his or its affairs and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or

     (b) the commencement by such Person of a voluntary case under the federal bankruptcy laws, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy, insolvency or other similar law,

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or the consent by him or it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or similar official) of such Person or for any substantial part of his property, or the making by him or it of any assignment for the benefit of creditors, or the failure of such Person generally to pay his or its debts as such debts become due, or the taking off of action by such Person in furtherance of any of the foregoing.

     “Immediate Family” means with respect to any person, his spouse, parents, parents-in-law, descendants, nephews, nieces, brothers, sisters, brothers-in-law, sisters-in-law, children-in-law anti grandchildren-in-law.

     “Manager” or “Managers” means any or all of the Persons designated as Managers in this Agreement or any Person who becomes a Manager as provided in this Agreement, in each such person’s capacity as such, and if there is only one Manager at any time, such term shall refer to the sole Manager alone.

     “Member” or “Members” means any Person designated herein as a Member (including, without limitation, any Manager in its capacity as a Member) or any Person admitted to the Company as a Substitute Member in such Person’s capacity as a Member of the Company.

     “Member Interest” means the interest in the Company held by each Member in its capacity as a Member.

     “Operating Loan” means a loan by a Member to the Company pursuant to Article VII and shall be evidenced by an “Operating Note.”

     “Percentage Interest” means the interest of a Member in the Profits and Losses of the Company set forth in Exhibit A as the same may be adjusted from time to time in accordance with the provisions of this Agreement.

     “Person” means any individual or Entity and the heirs, executors, administrators, successors and assigns of such Person where the context so admits.

     “Profits and Losses” means the net profits and losses of the Company as determined for purposes of Section 704(b) of Code.

     “Property” means the real and personal property owned by the Company and by each other partnership in which the Company is a partner.

     “Residual Interest” means the Residual Interest of each Member set forth opposite its name in Exhibit A hereto, subject to adjustment in accordance with the provisions of this Agreement.

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     “Retirement” (including the verb form Retire and the adjective form Retired) means as to a Manager, and shall be deemed to have occurred automatically upon, the occurrence of death, adjudication of insanity or incompetence, resignation, expulsion, Bankruptcy, dissolution or voluntary or involuntary withdrawal from the Company for any reason. Involuntary withdrawal shall occur whenever a Manager may no longer continue as a Manager by law, and shall also be deemed to have occurred when a Manager, by reason of illness or other mental or physical disability, shall have been unable to perform his obligations hereunder for a period of twelve months. A voluntary withdrawal of a Manager shall be deemed to have occurred thirty days after such Manager shall be given written notice to all Members of his intention to so withdraw; notwithstanding the foregoing, in no event shall any Manager have any right to withdraw voluntarily as such except as expressly permitted by this Agreement; in addition, a voluntary withdrawal shall also be deemed to have occurred upon the occurrence of any act constituting the withdrawal of a Manager as a matter of law (other than an involuntary withdrawal as described above).

     “Sale-Refinancing Proceeds” means the net cash proceeds distributable under Article XII hereof.

     “State” means the State of Indiana.

     “Successor Manager” means the Assignee of a Manager Interest who is admitted to the Company as a Manager.

     “Substitute Member” means the Assignee of a Member Interest who is admitted to the Company as a Member.

     IN WITNESS WHEREOF, the parties hereto have executed this Operating Agreement of Indiana Residential Nominee Services, LLC under seal as of the day, month and year first above written.

MEMBER: INVESTMENT PROPERTY EXCHANGE SERVICES, INC.
By:	/s/ Radah Butler
	Radah Butler
	President

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MANAGER: NATIONAL RESIDENTIAL NOMINEE SERVICES INC.
By:	/s/ Todd C. Johnson
	Todd C. Johnson
	Senior Vice President and Secretary

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EXHIBIT A

MEMBER

of

Indiana Residential Nominee Services, LLC

				Percentage
				Interest &
		Capital		Residual
Name	Address	Contribution		Interest
Investment Property Exchange Services, Inc.	50 California Street Suite 3550 San Francisco, CA 94111	$	1,000.00		100	%

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EX-3.39

Exhibit 3.39

A0594756

A0594756

ENDORSED — FILED

In the office of the Secretary of State

of the State of California

FEB 20 2003

KEVIN SHELLEY
Secretary of State

INVESTMENT PROPERTY EXCHANGE SERVICES, INC.
C1626315

CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION

The undersigned certify that:

1.	They are the vice president and assistant secretary, respectively, of Investment Property Exchange Services, Inc., a California corporation.
2.	Article IV of the Articles of Incorporation of this corporation is amended to read as follows:

Article IV

     The authorized capitalization of the Corporation shall consist of 1,000 shares of common stock, par value $1.00 per share. Shares of the Corporation’s common stock may be issued upon such terms and conditions as shall be prescribed by the Board of Directors of the Corporation. The stock of this Corporation shall be fully paid for when issued and shall be forever nonassessable. Each stockholder in the Corporation shall, at all stockholders meetings, whether general or special, be entitled to one (1) vote for each share of common stock that he shall hold, except as otherwise provided in the Constitution and laws of the State of California.

3.	The foregoing amendment of Articles of Incorporation has been duly approved by the board of directors.
4.	The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902, California Corporations Code. The total number of outstanding shares of the corporation is 100. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date: February 19, 2003	/s/ Eileen W. Van Roeyen
	Eileen W. Van Roeyen, Vice President
	/s/ Marjorie Nemzura
	Marjorie Nemzura, Assistant Secretary

A0539877

1626315

FILED

In the office of the Secretary of State

of the State of California

FEB 22 2000

/s/ Bill Jones
BILL JONES, Secretary of State

CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION

We, the undersigned certify that:

FIRST, They are the President and the Secretary, respectively, of FIDELITY NATIONAL 1031 EXCHANGE SERVICES, INC., a California corporation.

SECOND, Article FIRST of the Articles of Incorporation of this corporation is amended to read as follows:

“I: The name of the corporation is INVESTMENT PROPERTY EXCHANGE SERVICES, INC.”

THIRD, The foregoing amendment of Articles of Incorporation has been duly approved by the Board of Directors.

FOURTH, The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902, California Corporations Code. The total number of outstanding shares of the corporation is 100. The number of shares voting favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Articles of Incorporation on this 5th day of February, 2000.

/s/ Radah Butler  

Radah Butler, President 

/s/ M’Liss Jones Kane  

M’Liss Jones Kane, Secretary 

A0514212

1626315

FILED

In the office of the Secretary of State

of the State of California

SEP 21 1998

/s/ Bill Jones
BILL JONES Secretary of State

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF

WESTERN AMERICAN EXCHANGE CORPORATION
a California corporation

     We, Andrew F. Puzder the Vice President and M’Liss Jones Kane the Secretary of Western American Exchange Corporation (the “Corporation”), a corporation duly organized and existing under the laws of the State of California, do hereby certify:

1.	That they are the Vice President and the Secretary, respectively, of Western American Exchange Corporation, a California corporation.
2.	That an amendment to the Articles of Incorporation of this Corporation has been approved by the Board of Directors.
3.	The amendment so approved by the Board of Directors is as follows: Article I of the Articles of incorporation of this Corporation is amended to read as follows:
	“I: The name of the Corporation is Fidelity National 1031 Exchange Services. Inc.”
4.	That the sole shareholder has adopted said amendment by written consent. That the wording of said amendment as approved by written consent of the sole shareholder is the same as that set forth above. That said written consent was signed by the holder of outstanding shares having not less than the minimum number of required votes of shareholders necessary to approve said amendment in accordance with Section 902 of the California Corporations Code.
5.	That the designation and total number of outstanding shares entitled to vote on or give written consent to said amendment and the minimum percentage vote required of each class or series entitled to vote on or give written, consent to said amendment for approval thereof are as follows:

	Number of shares
	outstanding
	entitled to vote or
	give written	Minimum percentage vote
Designation	consent	required to approve
common stock	100	more than 50 percent

6.	Thai this certificate shall become effective on the date of filing.
	Each of the undersigned declares under penalty of perjury that the statements contained in the foregoing certificate are true of their own knowledge.
	Executed at Santa Barbara, California on September 18, 1998.

/s/ Andrew F. Puzder  

Andrew F. Puzder, Vice President 

/s/ M’Liss Jones Kane  

M’Liss Jones Kane, Secretary 

1626315

FILED

In the office of the Secretory of State

of the State of California

NOV 1 1988

/s/ March Fong Eu

MARCH FONG EU, Secretory of State

ARTICLES OF INCORPORATION

OF

WESTERN AMERICAN EXCHANGE CORPORATION

I

          The name of this Corporation is WESTERN AMERICAN EXCHANGE CORPORATION.

II

          The purpose of this Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the Practice of a profession permitted to be incorporated by the California Corporations Code.

III

          The name and address in the State of California of this Corporation’s initial agent for service of process is:

Frank P. Willey
2100 S. E. Main Street
Suite 400
Irvine, California 92714

IV

          The authorized capitalization of the Corporation shall consist of 1,000,000 shares of common stock without par value. Shares of the Corporation’s common stock may be issued upon such terms and conditions as shall be prescribed by the Board of Directors of the Corporation. The stock of this Corporation shall be fully paid for when issued and shall be forever nonassessable. Each stockholder in the Corporation shall, at all stockholders meetings, whether general or special, be entitled to one (1) vote for each share of common stock that he shall hold, except as otherwise provided in the Constitution and laws of the State of California.

V 

          The holders from time to time of the capital stock of the Corporation shall have no preemptive rights whatsoever as to the capital stock then or thereafter authorized to be issued, including treasury stock.

CJH55D

          DATED: October 28, 1988.

/s/ Cynthia J. Hunt  

Cynthia J. Hunt 

Incorporator 

          I hereby declare that I am the person who executed the foregoing Articles of Incorporation, which execution is my act and deed.

/s/ Cynthia J. Hunt  

Cynthia J. Hunt 

Incorporator 

EX-3.40

Exhibit 3.40

EXHIBIT “A”

INVESTMENT PROPERTY EXCHANGE SERVICES, INC.

BYLAWS
Effective July 15, 2005

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office shall be in the State of California.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of California as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. Time and Place of Meetings. All meetings of the shareholders shall be held at such time and place, within or without the State of California, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meetings. Annual meetings of shareholders shall be held on the first Tuesday of April, if not a legal holiday, and if a legal holiday, then on the next business day following, or at such other date as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. At the annual meeting, the shareholders entitled to vote thereat shall elect a Board of Directors and transact such other business as may properly be brought before the meeting.

Section 3. Special Meetings. Special meetings of the shareholders, unless otherwise prescribed by statute or provided by the Articles of Incorporation or these bylaws, may be called by the President or the Board of Directors or by the holders of at least 10% of all shares entitled to vote at the meeting. Business conducted at any special meeting shall be confined to the purpose or purposes described in the notice thereof.

Section 4. Notice. Written or printed notice stating the place, day and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 calendar days (20 days in the case of a meeting to approve a plan of merger or exchange) nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the President,

Investment Property Exchange Services, Inc.
Amended and Restated Bylaws
July 15, 2005

the Secretary or the officer or other person calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his or its address as it appears on the share transfer records of the Corporation, with postage prepaid.

Section 5. Quorum. A quorum shall be present at a meeting of shareholders if the holder or holders of a majority of the shares entitled to vote are present in person, represented by duly authorized representative in the case of a corporation or other legal entity or represented by proxy, unless otherwise provided in the Articles of Incorporation. Unless otherwise provided in the Articles of Incorporation or these bylaws, once a quorum is present at a duly constituted meeting of shareholders, the shareholders present or represented at the meeting may conduct such business as may be properly brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any shareholder present or represented shall not affect the presence of a quorum at the meeting. Unless otherwise provided in the Articles of Incorporation or these bylaws, the shareholders entitled to vote and present or represented at a meeting of shareholders at which a quorum is not present may adjourn the meeting until such time and to such place as may be determined by a vote of the holders of a majority of the shares represented at the meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be conducted which might have been conducted at the meeting as originally notified.

Section 6. Voting. With respect to any matter, other than the election of directors or a matter for which the affirmative vote of the holders of a specified portion of the shares is required by statute, the affirmative vote of the holders of a majority of the shares entitled to vote on that matter and represented at a meeting of shareholders at which a quorum is present shall be the act of the shareholders, unless otherwise provided in the Articles of Incorporation or these bylaws. Unless otherwise provided in the Articles of Incorporation of these bylaws, directors shall be elected by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present.

Section 7. Method of Voting. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the Articles of Incorporation provide for more or less than one vote per share or limit or deny voting rights to the holders of the shares of any class or series or as otherwise provided by statute. A shareholder may vote in person, by duly authorized representative in the case of a corporation or other legal entity or by proxy executed in writing by the shareholder or by his or its duly authorized attorney-in-fact. Each proxy shall be filed with the Secretary of the Corporation prior to the time of the meeting.

Section 8. Action Without Meeting. Unless otherwise provided in the Articles of Incorporation, any action required or permitted to be taken at any meeting of the shareholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall have been signed

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Investment Property Exchange Services, Inc.
Amended and Restated Bylaws
July 15, 2005

by the holder or holders of all the shares entitled to vote with respect to the action that is the subject of the consent.

ARTICLE III

DIRECTORS

Section 1. Responsibilities. The powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, its Board of Directors.

Section 2. Number; Term. The number of initial directors shall be no less than one (1) and no greater than three (3). The number of directors shall be fixed from time to time by the Board of Directors or by the shareholders at the annual or a special meeting if this bylaw is amended to provide for more than one director. No decrease in the number of directors shall have the effect of shortening the term of an incumbent director. The directors shall be elected at the annual meeting of the shareholders, except as provided in Section 3 below. At each annual meeting, the holders of shares entitled to vote in the election of directors shall elect directors to hold office until the next succeeding annual meeting. Unless removed in accordance with the Articles of Incorporation or this Section, each director elected shall hold office for the term for which he is elected and until his successor shall have been elected and qualified. Directors need not be residents of the State of California or shareholders of the Corporation. At any meeting of shareholders called expressly for that purpose, any director or the entire Board of Directors may be removed, with or without cause, by the affirmative vote of the holder or holders of a majority of the shares then entitled to vote at an election of directors.

Section 3. Vacancies; Increases. Any vacancy occurring in the Board of Directors (by death, resignation, removal or otherwise) may be filled by election at an annual or special meeting of shareholders called for that purpose, by the affirmative vote of a majority of the remaining directors then in office, though less than a quorum, or by a sole remaining director. Each director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual or special meeting of shareholders called for that purpose or by the Board of Directors for a term of office continuing only until the next election of one or more directors by the shareholders; provided, however, that the Board of Directors may not fill more than two such directorships during the period between any two successive annual meetings of shareholders.

Section 4. Place of meetings. Meetings of the Board of Directors, regular or special, may be held either within or without the State of California.

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Investment Property Exchange Services, Inc.
Amended and Restated Bylaws
July 15, 2005

Section 5. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and at such place as shall from time to time be determined by the Board of Directors. Regular meetings of the Board of Directors may be held without notice.

Section 6. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of by the President and shall be called by the Secretary on the written request of at least two directors. Written notice specifying the time and place of special meetings shall be given to each director at least three days before the date of the meeting. Such notice may, but need not, specify the purpose or purposes of the meeting.

Section 7. Quorum; Majority Vote. At all meetings, a majority of the number of the directors fixed in the manner provided in these bylaws shall constitute a quorum for the transaction of business unless a greater number is specifically required by statute or provided in the Articles of Incorporation or these bylaws. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise specifically required by statute or provided in the Articles of Incorporation or these bylaws, in which case the express provision shall control. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 8. Minutes. The Board of Directors shall keep regular minutes of its proceedings. The minutes shall be placed in the minute book of the Corporation.

Section 9. Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees, each of which shall be comprised of one or more members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified members, at any meeting of that committee. Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these bylaws, shall have and may exercise all of the authority of the Board of Directors, except as otherwise provided by statute. The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 10. Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. Such minutes shall be place in the minute book of the Corporation.

Section 11. Action Without Meeting. Unless otherwise restricted by the Articles of Incorporation or these bylaws, any action required or permitted to be taken at a meeting of the Board of Directors or any committee may be taken without a meeting if a consent

4

Investment Property Exchange Services, Inc.
Amended and Restated Bylaws
July 15, 2005

in writing, setting forth the action so taken, is signed by all the members of the Board of Directors or committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting.

ARTICLE IV

NOTICES

Section 1. Method. Whenever by statute, the Articles of Incorporation, these bylaws or otherwise, notice is required to be given to a director or shareholder, and no provision is made as to how the notice shall be given, it shall not be construed to be personal notice, but any such notice may be given: (a) in writing, by mail, postage prepaid, addressed to the director at the last address known by the Corporation for such director or shareholder at the address appearing on the share transfer records of the Corporation, or (b) in any other method permitted by law. Any notice required or permitted to be given by mail shall be deemed given at the time when the same is deposited in the United States mail.

Section 2. Waiver. Whenever by statute, the Articles of Incorporation or these bylaws, any notice is required to be given to a director or shareholder, a waiver thereof in writing, signed by the person or persons entitled to such notice, or in the case of a corporation or other legal entity by its duly authorized representative, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

ARTICLE V

OFFICERS

Section 1. Number. The officers of the Corporation shall consist of a President and a Secretary, each of whom shall be elected by the Board of Directors. The Board of Directors may also elect such other officers as they deem necessary or desirable, including a Chairman of the Board, a Treasurer, a Controller and one or more Vice Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and Assistant Controllers. All officers of the Corporation shall hold office at the pleasure of the Board of Directors. The same person may, at the discretion of the Board of Directors, hold any two or more offices.

5

Investment Property Exchange Services, Inc.
Amended and Restated Bylaws
July 15, 2005

Section 2. Appointed Officers. The President may appoint such other officers and agents as he shall deem necessary or desirable who shall hold their offices for such terms as the President shall determine.

Section 3. Removal. Any officer elected by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby.

Section 4. Compensation. The compensation of all officers and agents of the Corporation who are also directors of the Corporation shall be fixed by the Board of Directors. The Board of Directors may delegate the power to fix the compensation of all other officers and agents of the Corporation to an officer of the Corporation.

Section 5. Duties. The officers of the Corporation, whether elected or appointed, shall have such authority and shall perform such duties as are customarily incident to their respective offices, or as may be specified from time to time by resolution of the Board of Directors regardless of whether such authority and duties are customarily incident to such office.

ARTICLE VI

CERTIFICATE OF STOCK

     Every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of, the Corporation, by the President or the Vice President, and by the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation.

ARTICLE VII

INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Each person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust or other enterprise or employee benefit plan (including he heirs, executors, administrators or estate of such person) shall be indemnified by the Corporation to the fullest extent that a corporation is required or permitted to grant indemnification to such person under the California General Corporation Law, as the same exists or may hereafter be amended. Reasonable expenses incurred by a director, officer, employee or agent of the Corporation who was, is or is threatened to be made a named defendant or respondent in a proceeding shall be

6

Investment Property Exchange Services, Inc.
Amended and Restated Bylaws
July 15, 2005

paid or reimbursed by the Corporation, in advance of the final disposition of the proceeding, to the maximum extent permitted under California law, as the same exists or may hereafter be amended. The right to indemnification under this Article shall be a contract right. In the event of the death of any person having a right of indemnification under this Article, such right will inure to the benefit of his or her heirs, executors, administrators and personal representatives. The rights under this Article will not be exclusive of any other right which any person may have or hereinafter acquire under any statute, bylaw, resolution of shareholders of directors, agreement or otherwise.

ARTICLE VIII

GENERAL PROVISIONS

     Section 1. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

     Section 2. Fiscal Year. The fiscal year of the Corporations shall be fixed by resolution of the Board of Directors.

     Section 3. Telephone and Similar Meetings. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, the shareholders, members of the Board of Directors or members of any committee of the Board of Directors may participate in and hold a meeting of such shareholders, the Board of Directors or committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meting is not lawfully called or convened.

     Section 4. Distributions and Share Dividends. Subject to statute and any provision of the Articles of Incorporation, distributions in the form of cash or property or share dividends may be declared by the Board of Directors at any regular or special meeting.

     Section 5. Amendment of Bylaws. Unless otherwise provided by law, the Articles of Incorporation or these bylaws, these bylaws may be altered, amended or repealed, or new bylaws may be adopted, by the shareholders or the Board of Directors, subject to the shareholders providing in amending, repealing or adopting a particular bylaw that it may not be amended or repealed by the Board of Directors.

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EX-3.41

Exhibit 3.41

EX-3.42

Exhibit 3.42

EXHIBIT A

AMENDED AND RESTATED BY-LAWS

OF

LENDER’ S SERVICE TITLE AGENCY, INC.

LENDER’S SERVICE TITLE AGENCY, INC.

Incorporated Under the Laws of
the State of Ohio

AMENDED AND RESTATED BY-LAWS

ARTICLE I — SHAREHOLDERS

     1. CERTIFICATES REPRESENTING SHARES. Certificates representing shares shall be signed by the Chairman of the Board, if any, or the President or a Vice-President and by the Secretary, an Assistant Secretary, the Treasurer, or an Assistant Treasurer of the Corporation, shall certify the number and class of shares represented thereby, and shall set forth the statements prescribed by Section 1701.25 of the Revised Code of Ohio (“General Corporation Law”). When any such certificate is countersigned by an incorporated transfer agent or registrar, the signature of any of said officers of the Corporation may be facsimile, engraved, stamped, or printed. Although any officer of the Corporation whose manual or facsimile signature is affixed to such a certificate ceases to be such officer before the certificate is delivered, such certificate nevertheless shall be effective in all respects when delivered.

     A certificate representing shares shall not be executed or delivered until the share or shares represented thereby are fully paid.

     The corporation may issue a new certificate for shares in place of any certificate theretofore issued by it, alleged to have been lost, stolen, or destroyed and the Board may require the owner of any lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate or the issuance of any such new certificate.

     2. FRACTIONAL SHARE INTERESTS. The Corporation may but need not execute and deliver a certificate for or including a fraction of a share; or, in lieu thereof, may pay to the person otherwise entitled to become a holder of a fraction of a share an amount in cash specified as the value thereof in a resolution of the Directors, or other agreement or instrument pursuant to which such fraction of a share would otherwise be issued, or, if not specified, then the amount determined for such purpose by the Directors or the amount realized upon sale of such fraction of a share; or provide reasonable means to afford to such person the opportunity, on specified terms and conditions, to purchase or sell fractional interests in shares, to the exclusion of all rights he might otherwise have; or execute and deliver registered or bearer scrip over the manual or facsimile signature of an officer of the Corporation or of its agent for that purpose, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights as a shareholder except as therein provided. The scrip may provide that it shall become void unless the rights of the holders are exercised within a specified period and may contain any other provisions that the Corporation deems advisable. Whenever any such scrip ceases to be exchangeable for full shares, the shares that would otherwise have been issuable as therein provided shall be deemed to be treasury shares unless the scrip contains other provision for their disposition.

1

     3. SHARE TRANSFERS. Upon compliance with provisions restricting the transferability of shares, if any, transfers of shares of the Corporation shall be made only on the books of the Corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation or with an incorporated transfer agent or a registrar, if any, and on surrender of the certificate or certificates for such shares properly endorsed and the payment of all taxes due thereon, if any.

     4. RECORD DATE FOR SHAREHOLDERS. For any lawful purpose, including, without limitation, the determination of the shareholders who are entitled to: (1) receive notice of or to vote at a meeting of shareholders; (2) receive payment of any dividend or distribution; (3) receive or exercise rights or purchase of or subscription for, or exchange or conversion of, shares or other securities, subject to contract rights with respect thereto; or (4) participate in the execution of written consents, waivers, or releases, the Board of Directors may fix a record dare which shall not be a date earlier than the date on which the record date is fixed and in the cases provided for in clauses (1), (2), and (3) above, shall not be more than sixty days, preceding the date of the meeting of the shareholders, or the date fixed for the payment of any dividend or distribution, or the date diced for the receipt of the exercise of rights, as the case may be. The record date for the purpose of clause (1) above, shall continue to be the record date for all adjournments of such meeting unless the Directors shall fix another date, and in case a new record date is so fixed, notice thereof and of the date to which the meeting shall have been adjourned shall be given to the shareholders of record as of said date in accordance with the same requirements as those applying to a meeting newly called.

     5. MEANING OF CERTAIN TERMS. As used in these Regulations in respect to the right of notice of a meeting of shareholders or a waiver thereof or to participate or vote thereat or to execute a consent, waiver, or release, or to register dissent, as the case may be, the term “share” or “shares” or “shareholder” or “shareholders” refers to an outstanding share or shares and to a holder or holders of record of outstanding shares when the Corporation is authorized to issue only one class of shares and said reference is also intended to include any outstanding share or shares and any holder or holders of record or outstanding shares of any class upon which or upon whom the Articles of Incorporation consider such rights where there are two or more classes or series of shares or upon which or upon whom the General Corporation Law confers such rights notwithstanding that the Articles of Incorporation may provide for more than one class or series of shares, one or more of which are limited or denied such rights thereunder. Except for subscriptions received by the incorporators, and except as the contract of subscription price has not been fully paid shall not be deemed to be a shareholder and the shares so subscribed shall not be deemed to be outstanding shares.

     6. SHAREHOLDER MEETINGS.

          TIME. The annual meeting for the election of directors, the consideration of reports to be laid before the meeting, and for such any other purposes as shall be stated in the notice of the meeting, shall be held on the first day of April of each year, or as soon after such date as may be practicable. If said day be a legal holiday, said meeting shall be held on the next succeeding business day.

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          PLACE. Annual meeting and special meetings shall be held at such place within or without the State of Ohio as the Board of Directors shall fix, or if the Board shall fail to fix such place, then at the principal office of the Corporation in Ohio.

          CALL. Annual and special meetings may be called at any time by the Chairman of the Board, if any, the President, a Vice-President if the President is unable to act, the Secretary, by any other officer instructed by the directors to call the meeting, or by the holders of not less than fifty (50%) percent of the shares.

          NOTICE OR ACTUAL OR CONSTRUCTION WAIVER OF NOTICE. Written notice stating the time, place and purposes of each meeting shall be delivered not less than seven (7) days nor more than sixty (60) days before the date of the meeting, either personally or by mail by or at the direction of the directors, the Chairman of the Board, if any, the President, the Secretary, or the officer or persons calling the meeting to each shareholder. If mailed, such notice shall be addressed to the shareholder at his address as it appears on the records of the Corporation, with postage prepaid. The notice of any annual or special meeting shall also include, or be accompanied by, any additional statements, information, or documents prescribed by the General Corporation Law. Notice of the time, place and purposes of any meeting of shareholders may be waived in writing, either before or after the holding of such meeting, by any shareholder. The attendance of any shareholder at any such meeting without protesting prior to or at the commencement of the meeting, the lack of proper notice shall be deemed to be a waiver by him of notice of such meeting. Notice of adjournment of a meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting.

          ANNUAL FINANCIAL STATEMENT. At the annual meeting of shareholders, or the meeting held in lieu thereof, the Corporation shall lay before the shareholders the financial statement prescribed by Section 1701.38 of the General Corporation Law.

          VOTING LIST. Upon request of any shareholder at any meeting of shareholders, there shall be produced at such meeting an alphabetically arranged list, or classified lists, of shareholders of records as of the applicable record dare, who are entitled to vote, showing their respective addresses and the number and class of shares held by each. Such list or lists when certified by an officer or agent in charge of the transfer of shares shall be prima-facie evidence of the facts shown therein.

          CONDUCT OF MEETING. Meetings of the shareholders shall be presided over by one of the following officers in the order of seniority and of present and acting — the Chairman of the Board, if any, the President, a Vice President, or, if none of the foregoing is in office and present and acting, by a chairman to chosen by the shareholders. The Secretary of the Corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but, if neither the Secretary nor an Assistant Secretary is present and acting, the Chairman of the meeting shall appoint a secretary of the meeting.

          PROXY REPRESENTATION. A person who is entitled to attend a shareholder’s meeting to vote thereat, or to execute consents, waivers, or releases, may be represented at such meeting or vote thereat, and execute consents, waivers, and releases and exercise any of his other rights, by proxy or proxies appointed by a writing signed by such person. A

3

telegram or cablegram appearing to have been transmitted by such person, or a photographic, photostatic, or equivalent reproduction of a writing, appointing a proxy is a sufficient writing. No appointment of a proxy shall be valid after the expiration of eleven months after it is made unless the writing specifies the date on which it is to expire or the length of time it is to continue in force. Every proxy shall be revocable at the pleasure of the person executing it except as otherwise provided by the General Corporation Law.

          INSPECTORS OF ELECTION. The directors, in advance of any meeting of shareholders, may appoint inspectors of election to act at such meeting or any adjournment thereof. If inspectors are not so appointed, the officer acting as Chairman of any such meeting may make such appointment. In case any person who may be appointed as inspector fails to appear or to act, the vacancy may be filled by appointment made by the directors in advance of the meeting, or at the meeting by the officer acting as Chairman, If inspectors are appointed and, if there are three or more inspectors, the decision, act or certificate of a majority of them shall be effective in all respects as the decisions, act or certificate of all. The inspectors, if any, shall determine the number of shares outstanding, the voting rights with respect to each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies; receive votes, ballots, if any consents, waivers, or releases; hear and determine all challenges and questions arising in connection with the vote; count and tabulate all votes, consents, waivers, and releases; determine and announce the result; and to do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request, the inspectors, if any, shall make a report in writing of any challenge, question, or matter determined by them and execute a certificate of any fact found by them.

          QUORUM. Any number of stockholders, together holding at least a majority of the capital stock of the Corporation issued and outstanding and entitled to vote, who shall be present in person or represented by proxy at any meeting duly called, shall constitute a quorum for the transaction of all business, except at otherwise provided by law, by the Certificate of Incorporation or by these By-Laws.

          VOTING. Unless and until the Articles of Incorporation are mended as permitted by division (B)(10) of Section 1701.69 of the General Corporation Law, shareholders shall be entitled to cumulate their votes in the election of directors upon compliance with the provisions of Section 1701.55 of the General Corporation Law. Except in the case of such cumulative voting, each share shall entitle the holder thereof to one vote.

          In the election of directors, the candidates receiving the greatest number of votes at a meeting at which a quorum is present shall be elected.

          Any action which would otherwise require for its authorization, under the General Corporation Law, more than a majority, but less than all, of the voting power of shareholders or more than a majority, but less than all, of the shareholders entitled to vote, as the case may be, shall be authorized, pursuant to provisions of the Articles of Incorporation as authorized by Section 1701.52 of the General Corporation Law, by at least a majority of the voting power of the shareholders or by at least a majority of the shareholders entitled to vote, as the case may be.

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          Any action for which the General Corporation Law does not describe the proportion of voting power required to authorize the same shall be authorized by at least a majority of the voting power represented at a meeting at which a quorum is present.

          All other actions shall be authorized by the proportion of voting power or by the proportion of votes of shareholders entitled to vote, as the case may be, in the manner prescribed by the General Corporation Law, the Articles of Incorporation, or these Regulations.

     7. WRITTEN ACTION. Any action which may be authorized or taken at a meeting of the shareholders may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, all the shareholders who would be entitled to notice of a meeting of the shareholders held for such purpose, which writing or writings shall be filed with or entered upon the records of the Corporation.

ARTICLE II — DIRECTORS

     1. FUNCTIONS: DEFINITIONS: AND COMPENSATION. The business and affairs of the Corporation shall be managed by a Board of Directors. The use of the phrase full Board in these Regulations refers to the whole authorized number of directors fixed in these Regulations.

     The directors, by the affirmative vote of a majority of those in office, and irrespective of any financial or personal interest of any of them, shall have the authority to establish reasonable compensation, which may include pension, disability, and death benefits, for services to the Corporation by directors and officers, or to delegate such authority to one or more officers or directors.

     2. QUALIFICATIONS AND NUMBER. A director need not be a shareholder, a United States citizen, or a resident of the State of Ohio. The number of directors constituting the full board shall be at least, except that, where all the shares are owned of record by less than three shareholders, the number of directors may be less than three but not less than the number of such shareholders. Subject to the foregoing limitation, such number may be changed by an increase or decrease thereof from time to time. Any change in the fixed number may be effected by action of shareholders by an amendment to these Regulations or by the vote of the holders of at lest a majority of the shares which are presented at a meeting called for the purpose of electing directors, at which a quorum is present. Except as may otherwise be provided by the Articles of Incorporation, the number of directors may also be changed by action of the directors. No reduction in the number of directors shall have the effect of shortening the term of any incumbent director. Until sooner changed, the number of person constituting each succeeding Board of Director shall be not less than three nor more than five.

     3. ELECTION AND TERM. The initial Board of Directors shall consist of the person or persons elected at the first meeting of shareholders of the Corporation and shall hold office until the first annual meeting of shareholders and until his or their successors have been elected and qualified, or until his or their earlier resignation, removal form office, or death. Thereafter, directors who are elected at an annual meeting of shareholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office

5

until the next annual meeting of shareholders and until their successors have been elected and qualified, or until his or their earlier resignation, removal from office, or death. In the interim between annual meetings of the shareholders or of special meetings of shareholders called for the election of directors, newly created directorships and any vacancies in the Board of Directors, including vacancies resulting from the removal of directors which are not filled at the meeting of shareholders at which any such removal has been effected, may be filled by the affirmative vote of a majority of the remaining directors though less than a majority of the full Board of Directors.

     4. MEETINGS.

          TIME. Meetings shall be at such time as the Board shall fix, except that the first meeting of newly elected Board shall be held as soon after its election as the directors may conveniently assemble.

          PLACE. Meeting shall be held at such place within or without the State of Ohio as shall be fixed by the Board.

          CALL. Meetings may be called by the Chairman of the Board, if any, by the President, by any Vice-President, or by any two directors if the Board consists of three or more directors.

          NOTICE OR ACTUAL OR CONSTRUCTION WAIVER OF NOTICE. Except for regular meetings for which the time has been fixed, written notice stating the time and place of each meeting of directors shall be given to each director by either personal delivery or by mail, telegram, or cablegram at least two (2) days before the meeting. Such notice may but need not specify the purposes of the meeting. Notice of adjournment of a meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting. Notice of the time, place and purposes of any meeting may be waived in writing, either before or after the holding of such meeting by any director. Whenever any notice of the time, place, and purposes of a meeting is required to be given to any director, a waiver thereof in writing signed by any such director, whether before or after the holding of such meeting, shall be equivalent to the giving of such notice. The attendance of any director at any such meeting without protesting prior to or at the commencement of the meeting, the lack of proper notice shall be deemed to be a waiver by him of notice of such meeting.

          QUORUM AND ACTION. A majority of the full Board of Directors shall constitute a quorum. A majority of the directors present, whether or not a quorum exists, may adjourn a meeting to another time and place. Notice of any such meeting shall be given to the directors who were not present at the time of the adjournment, and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors. Except as in these Regulations, the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

          Meetings of the directors or of any committee thereof may be held through any communications equipment if all the persons participating can hear each other; and participation in a meeting through such communications equipment shall constitute presence at any such meeting.

6

          CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if present and acting, shall preside at all meetings. Otherwise, the President, if present and acting, or any other director chosen by the Board, shall preside.

     5. REMOVAL AND RESIGNATION OF DIRECTORS. Any director may be removed from the Board, with or without assigning cause, by the holders of a majority of the shares of capital stock entitled to vote, either by written consent or consents or at any special meeting of the shareholders called for that purpose, and the office of such director shall forthwith become vacant.

          Any director may resign at any time. Such resignation shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective, unless so specified therein.

     6. FILING VACANCIES. Any vacancy among the directors, occurring from any cause whatsoever, may be filled by a majority of the remaining directors, though less than a quorum, provided however, that the shareholders removing any director may at the same meeting fill the vacancy caused by such removal, and provided further, that if the directors fail to fill any such vacancy, the shareholders may at any special meeting called for that purpose fill such vacancy.

          Any person elected to fill a vacancy shall hold office subject to the right of removal as hereinbefore provided, until the next annual election and until his successor is elected and qualified.

     7. COMMITTEES. Whenever the number of directors shall be more than three, the Board of Directors, may, in its discretion, by resolution, designate three or more directors to constitute an Executive Committee or other committees, which shall have and may exercise such powers of the Board of Directors in the management of the Corporation as shall be conferred or authorized by the resolutions appointing them. Such committee or committees shall act only during the intervals between meetings of the directors and shall not have the power to fill vacancies among the directors or in any such committee. A majority of such committee may determine its actions and fix the time and place of its meetings, unless the Board of Directors shall otherwise provide. Any such committee may act by a majority of its members at a meeting or by a writing or writings signed by all of its members. The Board of Directors shall have power at any time to fill vacancies in, to change the membership of, or to discharge such committee.

     8. WRITTEN ACTION. Any action which may be authorized or taken at a meeting of directors or any committee thereof may be authorized or taken without a meeting with the affirmative vote or approval of, and in writing or writings signed by all of the directors, or by all of the members of the committee in the case of a committee.

ARTICLE III — OFFICERS

     1. Officers. The Board of Directors, initially and as soon as may be after the election thereof held in each year, shall elect a President and Chief Executive Officer, a

7

Secretary, and a Treasurer, and from time to time may elect a Chairman of the Board, one or more Vice Presidents, and such Assistant Secretaries, Assistant Treasurers, and such other officers, agents, and employees as it may deem proper. Any two or more offices may be held by the same person, but no officer shall execute, acknowledge, or verify any instrument in more than one capacity if such instrument is required by law or by the Articles of Incorporation or the Regulations, to be executed, acknowledged, or verified by two or more officers. The Chairman of the Board, if any, and the Vice Chairman of the Board, if any, shall be elected from among the directors. Unless the resolution electing an officer otherwise provides, no other officer need be a director in order to qualify.

     The term of office of all officers shall be one year and until their respective successors are elected and qualify, unless the resolution electing them shall specify a shorter or longer term, by any officer may be removed from office, either with or without cause, at any time by the Board of Directors.

     Any officer, or any agent elected or appointed by the Board of Directors, may be removed by the Board whenever in its judgment the best interests of the Corporation will be served thereby.

     2. Chairman of the Board. The Chairman of the Board, if one be elected, shall preside at all meetings of the Board and of the shareholders. The Chairman shall perform such duties as from time to time may be determined by resolution of the Board.

     3. PRESIDENT AND CHIEF EXECUTIVE OFFICER. The President and Chief Executive Officer shall be the chief executive officer of the Corporation and, in the absence or non-election of the Chairman, shall preside at all meetings of the Board of Directors and of the stockholders. The President and Chief Executive Officer shall exercise the powers and perform the duties usual to the chief executive officer of the corporation and, subject to the control of the Board, shall supervise and direct the business of the Corporation. The President and Chief Executive Officer may appoint and discharge employees and agents of the Corporation (other than officers elected by the Board of directors) and shall see that all orders and resolutions of the Board are carried into effect. The President and Chief Executive Officer shall have the power to execute bonds, mortgages, and other contracts, agreements, and instruments of the Corporation, and shall do and perform such other duties as from time to time may be determined by resolution of the Board.

     4. VICE PRESIDENT. The Vice President, or, if more than one, the Vice Presidents, in the order established by the Board, shall in the absence or disability of the President and Chief Executive Officer, exercise all of the powers and duties of the President and Chief Executive Officer. Each such Vice President shall have the power to execute bonds, notes, mortgages and other contracts, agreements and instruments of the Corporation, and shall do and perform such other duties of the Board may direct. Any Vice President may, in the discretion of the Board, be designated as “executive”, “senior”, assistant” or by any succeeding ordinal number or by departmental or functional classification.

     5. SECRETARY. The Secretary shall attend all sessions of the Board and all meeting of the stockholders and record all votes and the minutes of proceedings in a book to be kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings

8

of the shareholders and of the Board, and shall perform such other duties as may be prescribed by the Board. The Secretary shall affix the corporate seal to any instrument requiring it. The Secretary shall have and be the custodian of the stock records and all other books, records and papers of the Corporation (other than financial) and shall see that all books, reports, statements, certificates and other documents and records required by law are properly kept and filed.

     6. TREASURER. The Treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in book belonging to the Corporation; shall deposit all monies, and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors; and shall do and perform such other duties incident to the office of the Treasurer as the Board may direct. The Treasurer shall disburse the funds as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the directors, whenever they may require it, an account of all transactions.

     7. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. Assistant Secretaries and Assistant Treasurers shall have power to perform, on behalf of the Corporation, such duties as may be required to be performed by the Secretary and Treasurer, respectively, and shall perform such other duties as shall be determined by resolution of the Board.

ARTICLE IV — STATUTORY NOTICE TO SHAREHOLDERS

     The directors may appoint the Treasurer or other fiscal officer and/or the Secretary or any other officer to cause to be prepared and furnished to shareholders entitled thereto any special financial notice and or any financial statement, as the case may be, which may be required by any provision of law, and which more specifically, may be required by Section 1701.33 of the General Corporation Law.

ARTICLE V — PRINCIPAL OFFICE, STATUTORY AGENCY, BOOKS AND RECORDS

     The location of the principal office of the Corporation in the State of Ohio is 266 Corporate Exchange Drive, Columbus, Ohio 43229 and the name and the address of statutory agent of the Corporation are CT Corporation System, 815 Superior Avenue, NE, Cleveland, Ohio 44114.

     The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the shareholders, of the Board of Directors, and of committees of directors, if any, and shall keep records of its shareholders, showing the names and addresses of all shareholders and the number and class of shares issues or transferred or record to or by them from time to time.

ARTICLE VI — MISCELLANEOUS PROVISIONS

     1. CORPORATE SEAL. The corporate seal shall be in such form as the Board of Directors shall prescribe.

9

     2. FISCAL YEAR. The fiscal year of the Corporation shall commence of the first day of January and end on the last day of December.

     3. CHECKS, DRAFTS, ETC.. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner, as shall from time to time be designated by resolution of the Board.

     4. DEPOSITS. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such bank or banks, trust companies or other depositories as the Board may select, and, for the purpose of such deposit, checks, drafts, warrants, and other orders for the payment of money which are payable to the order of the Corporation, may be endorsed for deposit, assigned and delivered by any officer of the Corporation, or by such agents of the Corporation as the Board or President may authorize for that purpose.

     5. INDEMNIFICATION OF OFFICERS AND DIRECTORS. The Corporation shall indemnify any and all of its directors or officers, including former directors or officers, and any employee, who shall serve as an officer or director of any corporation at the request of the Corporation.

ARTICLE VII — CONTROL OVER REGULATIONS

     The Regulations of the Corporation shall be subject to alteration, amendment or repeal, and new Regulations not inconsistent with any provision of the Articles of Incorporation or the General Corporation Law may be made, either by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the Corporation, at any annual or special meeting of the shareholders or, without such meeting, by the written consent of the holders of shares entitling them to exercise a majority of the voting power. If the Regulations are altered, amended, or repealed, or new Regulations are adopted, without a meeting of the shareholders, the Secretary of the Corporation shall mail a copy of the alteration, amendment, or repeal of the new Regulations to each shareholder who would have been entitled to vote thereon or consent thereto, but who did not participate in such action.

ARTICLE VII — CONFLICTING INTERESTS

     No Director, officer or employee of the Corporation shall have any position with or a substantial interest in any other enterprise operated for profit (other than The Prudential Insurance Company of America or any direct or indirect subsidiary thereof) the existence of which would conflict with the proper performance of his or her Corporate responsibilities, or which might tend to affect his or her independence of judgment with respect to transactions between the Corporation and such other enterprise.

     If a director or any such officer or employee has a position with or substantial interest in another enterprise which, when acquired, did not create such an actual or apparent conflict or interest, he or she shall male timely disclosure of such position or interest to the Board of Directors when he or she learns that there is an impending transaction between such enterprise and the Corporation or The Prudential Insurance Company of America or any subsidiary or affiliate of either the Corporation or Prudential that might create such an actual

10

or apparent conflict.

     The Board of Directors, which may act through an appropriate committee or sub-committee, shall adopt such regulations and procedures as shall from time to time appear to it sufficient to secure compliance with the above policy.

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     I HEREBY CERTIFY that the foregoing is a full, true, and correct copy of the Regulations of Lender’s Service Title Agency, Inc., an Ohio corporation, as in effect on the date hereof.

     WITNESS my hand and the seal of the Corporation.

Dated: March 14, 1996

/s/  

Secretary 

(SEAL)

12

EX-3.43

Exhibit 3.43

A0681025

State of California
Secretary of State

     I, DEBRA BOWEN, Secretary of State of the State of California, hereby certify:

     That the attached transcript of 1 page(s) has been compared with the record on file in this office, of which it purports to be a copy, and that it is full, true and correct.

	IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of AUG 15 2008
	/s/ Debra Bowen
	DEBRA BOWEN Secretary of State

Sec/State Form CE-107 (REV 1/2007) OSP 06 99734

A0681025

ENDORSED — FILED

In the office of the Secretary of State

of the State of California

AUG 13 2008

CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
FIDELITY NATIONAL AGENCY SALES AND POSTING

We, the undersigned, certify that:

FIRST, they are the President and Corporate Secretary, respectively, of Fidelity National Agency Sales and Posting, a California Corporation.

SECOND, Article First of the Articles of Incorporation of this corporation is amended to read as follows:

“The name of this Corporation is: LPS Agency Sales and Posting, Inc.”

THIRD, the foregoing amendment of Articles of Incorporation has been duly approved by the Board of Directors.

FOURTH, the foregoing amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the California Corporations Code. The total number of outstanding shares of the corporation is 1,000. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Articles of Incorporation on this 1^st day of August, 2008.

By:	/s/ Jeffrey S. Carbiener
	Jeffrey S. Carbiener, President
By:	/s/ Todd C. Johnson
	Todd C. Johnson, EVP, General Counsel
	and Corporate Secretary

A0556255

A0556255

ENDORSED — FILED
in the office of the Secretary of State
of the State of California
NOV 30 2000
BILL JONES, Secretary of State

CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
FIDELITY NATIONAL FORECLOSURE, PUBLISHING, POSTING AND SALES, INC.
(a California corporation)

We, the undersigned, certify that:

FIRST, they are the President and Secretary, respectively, of FIDELITY NATIONAL FORECLOSURE, PUBLISHING, POSTING AND SALES, INC., a California Corporation.

SECOND, Article FIRST of the Articles of Incorporation of this corporation is amended to read as follows:

“I: The name of the corporation is FIDELITY NATIONAL AGENCY SALES AND POSTING.”

THIRD, the foregoing amendment of Articles of Incorporation has been duly approved by the Board of Directors.

FOURTH, the foregoing amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the California Corporations Code. The total number of outstanding shares of the corporation is 1,000. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage of the vote was more than 50%.

We further declare under penalty of perjury under the laws of the State of California that the matters set for the in this certificate are true and correct of our own knowledge.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Articles of Incorporation on this 1^st day of November, 2000, with execution in counterparts permitted.

/s/ Marco A. Brenes  

Marco A. Brenes, President 

/s/ Brad J. Brigante  

Brad J. Brigante, Secretary 

A0543133

A0543133

ENDORSED — FILED

In the office of the Secretary of State

of the State of California

APR 10 2000

BILL JONES, Secretary of State

CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION

We, the undersigned certify that:

FIRST, They are the President and the Secretary, respectively, of AGENCY SALES AND POSTING, a California Corporation.

SECOND, Article ONE: of the Articles of Incorporation of this corporation is amended to read as follows:

“The name of this Corporation is: FIDELITY NATIONAL FORECLOSURE, PUBLISHING, POSTING AND SALES, INC.”

THIRD, The foregoing amendment of Articles of Incorporation has been duly approved by the Board of Directors.

FOURTH, The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902, California Corporations Code. The total number of outstanding shares of the corporations is 100. The number of shares voting favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Articles of Incorporation on this 10th day of February, 2000.

/s/ Marco A. Brenes  

Marco A. Brenes, President 

/s/ M’Liss Jones Kane  

M’Liss Jones Kane, Secretary 

	1135580
ENDORSED
FILED
in the office of the Secretary of State
of the State of California
MAR 3 — 1983
MARCH FONG EU, Secretary of State
Gloria J. Carroll
Deputy

ARTICLES OF INCORPORATION

OF

AGENCY SALES AND POSTING

          The undersigned Incorporator does hereby execute, acknowledge and cause to be filed the following Articles of Incorporation, for the purpose of forming a Corporation under the Corporations Code of the State of California.

          ONE: The name of this Corporation is:

AGENCY SALES AND POSTING

          TWO: The purpose of this Corporation is to engage in any lawful act or activity for which a Corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business, or the practice of a profession permitted to be incorporated by the California Corporations Code.

          THREE: The name in this State of this Corporation’s initial agent for service of process in accordance with subdivision (b) of Section 1502 of the General Corporation Law is:

MICHAEL M. CINNAMON
1515 River Park Drive, Suite 250
Sacramento, California 95815

          FOUR: This Corporation is authorized to issue only one class of Shares of Stock. The total number of Shares which this Corporation is authorized to issue is Fifty Thousand (50,000).

-1-

          FIVE: Each Shareholder of this Corporation shall be entitled to full pre-emptive or preferential rights, as such rights are commonly defined, to subscribe for or purchase his proportional part of any Shares, option rights, warrants, obligations (or other securities which have conversion rights, subscription rights, or option rights), or any class which may be issued and/or sold at any time by this Corporation.

               (a) The rights granted by this Article FIVE apply to newly authorized Shares, or a new issue or originally authorized Shares, or Treasury Shares acquired by the Corporation.

               (b) The rights granted by this Article FIVE apply to any such Shares, option rights, warrants, obligations or other securities which are issued and/or sold for any type of consideration permitted by law.

               (c) Amendments to this Article FIVE may be adopted only with the vote or written consent of Shareholders holding 100% of the outstanding Shares of the Corporation.

          IN WITNESS WHEREOF, the undersigned Incorporator has executed the foregoing Articles of Incorporation.

Dated: March 3, 1983	/s/ Jay Young
	JAY YOUNG, Incorporator

          I hereby declare that I am the person who executed the foregoing Articles of Incorporation, which execution is my act and deed.

/s/ Jay Young  

JAY YOUNG 

-2-

EX-3.44

Exhibit 3.44

EXHIBIT A

FIDELITY NATIONAL AGENCY SALES AND POSTING
A California corporation

AMENDED AND RESTATED BYLAWS
Effective August 15, 2005

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office shall be in the State of California.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of California as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Time and Place of Meetings. All meetings of the shareholders shall be held at such time and place, within or without the State of California, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meetings. Annual meetings of shareholders shall be held on the first Tuesday of April, if not a legal holiday, and if a legal holiday, then on the next business day following, or at such other date as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. At the annual meeting, the shareholders entitled to vote thereat shall elect a Board of Directors and transact such other business as may properly be brought before the meeting.

Section 3. Special Meetings. Special meetings of the shareholders, unless otherwise prescribed by statute or provided by the Articles of Incorporation or these bylaws, may be called by the President or the Board of Directors or by the holders of at least 10% of all shares entitled to vote at the meeting. Business conducted at any special meeting shall be confined to the purpose or purposes described in the notice thereof.

Section 4. Notice. Written or printed notice stating the place, day and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 calendar days (20 days in the case of a meeting to approve a plan of merger or exchange) nor more than 60 days before the

Fidelity National Agency Sales and Posting
Amended & Restated Bylaws
August 15, 2005

date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary or the officer or other person calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his or its address as it appears on the share transfer records of the Corporation, with postage prepaid.

Section 5. Quorum. A quorum shall be present at a meeting of shareholders if the holder or holders of a majority of the shares entitled to vote are present in person, represented by duly authorized representative in the case of a corporation or other legal entity or represented by proxy, unless otherwise provided in the Articles of Incorporation. Unless otherwise provided in the Articles of Incorporation or these bylaws, once a quorum is present at a duly constituted meeting of shareholders, the shareholders present or represented at the meeting may conduct such business as may be properly brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any shareholder present or represented shall not affect the presence of a quorum at the meeting. Unless otherwise provided in the Articles of Incorporation or these bylaws, the shareholders entitled to vote and present or represented at a meeting of shareholders at which a quorum is not present may adjourn the meeting until such time and to such place as may be determined by a vote of the holders of a majority of the shares represented at the meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be conducted which might have been conducted at the meeting as originally notified.

Section 6. Voting. With respect to any matter, other than the election of directors or a matter for which the affirmative vote of the holders of a specified portion of the shares is required by statute, the affirmative vote of the holders of a majority of the shares entitled to vote on that matter and represented at a meeting of shareholders at which a quorum is present shall be the act of the shareholders, unless otherwise provided in the Articles of Incorporation or these bylaws. Unless otherwise provided in the Articles of Incorporation of these bylaws, directors shall be elected by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present.

Section 7. Method of Voting. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the Articles of Incorporation provide for more or less than one vote per share or limit or deny voting rights to the holders of the shares of any class or series or as otherwise provided by statute. A shareholder may vote in person, by duly authorized representative in the case of a corporation or other legal entity or by proxy executed in writing by the shareholder or by his or its duly authorized attorney-in-fact. Each proxy shall be filed with the Secretary of the Corporation prior to the time of the meeting.

Section 8. Action Without Meeting. Unless otherwise provided in the Articles of Incorporation, any action required or permitted to be taken at any meeting of the shareholders may be taken without a meeting, without prior notice and without a vote, if

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Amended & Restated Bylaws
August 15, 2005

a consent or consents in writing, setting forth the action so taken, shall have been signed by the holder or holders of all the shares entitled to vote with respect to the action that is the subject of the consent.

ARTICLE III

DIRECTORS

Section 1. Responsibilities. The powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, its Board of Directors.

Section 2. Number; Term. The number of initial directors shall be no less than one (1) and no more than three (3). The number of directors shall be fixed from time to time by the Board of Directors or by the shareholders at the annual or a special meeting if this bylaw is amended to provide for more than one director. No decrease in the number of directors shall have the effect of shortening the term of an incumbent director. The directors shall be elected at the annual meeting of the shareholders, except as provided in Section 3 below. At each annual meeting, the holders of shares entitled to vote in the election of directors shall elect directors to hold office until the next succeeding annual meeting. Unless removed in accordance with the Articles of Incorporation or this Section, each director elected shall hold office for the term for which he is elected and until his successor shall have been elected and qualified. Directors need not be residents of the State of California or shareholders of the Corporation. At any meeting of shareholders called expressly for that purpose, any director or the entire Board of Directors may be removed, with or without cause, by the affirmative vote of the holder or holders of a majority of the shares then entitled to vote at an election of directors.

Section 3. Vacancies; Increases. Any vacancy occurring in the Board of Directors (by death, resignation, removal or otherwise) may be filled by election at an annual or special meeting of shareholders called for that purpose, by the affirmative vote of a majority of the remaining directors then in office, though less than a quorum, or by a sole remaining director. Each director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual or special meeting of shareholders called for that purpose or by the Board of Directors for a term of office continuing only until the next election of one or more directors by the shareholders; provided, however, that the Board of Directors may not fill more than two such directorships during the period between any two successive annual meetings of shareholders.

Section 4. Place of meetings. Meetings of the Board of Directors, regular or special, may be held either within or without the State of California.

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August 15, 2005

Section 5. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and at such place as shall from time to time be determined by the Board of Directors. Regular meetings of the Board of Directors may be held without notice.

Section 6. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of by the President and shall be called by the Secretary on the written request of at least two directors. Written notice specifying the time and place of special meetings shall be given to each director at least three days before the date of the meeting. Such notice may, but need not, specify the purpose or purposes of the meeting.

Section 7. Quorum; Majority Vote. At all meetings, a majority of the number of the directors fixed in the manner provided in these bylaws shall constitute a quorum for the transaction of business unless a greater number is specifically required by statute or provided in the Articles of Incorporation or these bylaws. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise specifically required by statute or provided in the Articles of Incorporation or these bylaws, in which case the express provision shall control. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 8. Minutes. The Board of Directors shall keep regular minutes of its proceedings. The minutes shall be placed in the minute book of the Corporation.

Section 9. Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees, each of which shall be comprised of one or more members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified members, at any meeting of that committee. Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these bylaws, shall have and may exercise all of the authority of the Board of Directors, except as otherwise provided by statute. The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 10. Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. Such minutes shall be place in the minute book of the Corporation.

Section 11. Action Without Meeting. Unless otherwise restricted by the Articles of Incorporation or these bylaws, any action required or permitted to be taken at a meeting of the Board of Directors or any committee may be taken without a meeting if a consent

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Fidelity National Agency Sales and Posting
Amended & Restated Bylaws
August 15, 2005

in writing, setting forth the action so taken, is signed by all the members of the Board of Directors or committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting.

ARTICLE IV

NOTICES

Section 1. Method. Whenever by statute, the Articles of Incorporation, these bylaws or otherwise, notice is required to be given to a director or shareholder, and no provision is made as to how the notice shall be given, it shall not be construed to be personal notice, but any such notice may be given: (a) in writing, by mail, postage prepaid, addressed to the director at the last address known by the Corporation for such director or shareholder at the address appearing on the share transfer records of the Corporation, or (b) in any other method permitted by law. Any notice required or permitted to be given by mail shall be deemed given at the time when the same is deposited in the United States mail.

Section 2. Waiver. Whenever by statute, the Articles of Incorporation or these bylaws, any notice is required to be given to a director or shareholder, a waiver thereof in writing, signed by the person or persons entitled to such notice, or in the case of a corporation or other legal entity by its duly authorized representative, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

ARTICLE V

OFFICERS

Section 1. Number. The officers of the Corporation shall consist of a President and a Secretary, each of whom shall be elected by the Board of Directors. The Board of Directors may also elect such other officers as they deem necessary or desirable, including a Chairman of the Board, a Treasurer, a Controller and one or more Vice Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and Assistant Controllers. All officers of the Corporation shall hold office at the pleasure of the Board of Directors. The same person may, at the discretion of the Board of Directors, hold any two or more offices.

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Fidelity National Agency Sales and Posting
Amended & Restated Bylaws
August 15, 2005

Section 2. Appointed Officers. The President may appoint such other officers and agents as he shall deem necessary or desirable who shall hold their offices for such terms as the President shall determine.

Section 3. Removal. Any officer elected by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby.

Section 4. Compensation. The compensation of all officers and agents of the Corporation who are also directors of the Corporation shall be fixed by the Board of Directors. The Board of Directors may delegate the power to fix the compensation of all other officers and agents of the Corporation to an officer of the Corporation.

Section 5. Duties. The officers of the Corporation, whether elected or appointed, shall have such authority and shall perform such duties as are customarily incident to their respective offices, or as may be specified from time to time by resolution of the Board of Directors regardless of whether such authority and duties are customarily incident to such office.

ARTICLE VI

CERTIFICATE OF STOCK

     Every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of, the Corporation, by the President or the Vice President, and by the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation.

ARTICLE VII

INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Each person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust or other enterprise or employee benefit plan (including he heirs, executors, administrators or estate of such person) shall be indemnified by the Corporation to the fullest extent that a corporation is required or permitted to grant indemnification to such person under the California General Corporation Law, as the same exists or may hereafter be amended. Reasonable expenses incurred by a director, officer, employee or agent of the Corporation who was, is or is threatened to be made a named defendant or respondent in a proceeding shall be

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August 15, 2005

paid or reimbursed by the Corporation, in advance of the final disposition of the proceeding, to the maximum extent permitted under California law, as the same exists or may hereafter be amended. The right to indemnification under this Article shall be a contract right. In the event of the death of any person having a right of indemnification under this Article, such right will inure to the benefit of his or her heirs, executors, administrators and personal representatives. The rights under this Article will not be exclusive of any other right which any person may have or hereinafter acquire under any statute, bylaw, resolution of shareholders of directors, agreement or otherwise.

ARTICLE VIII

GENERAL PROVISIONS

     Section 1. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

     Section 2. Fiscal Year. The fiscal year of the Corporations shall be fixed by resolution of the Board of Directors.

     Section 3. Telephone and Similar Meetings. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, the shareholders, members of the Board of Directors or members of any committee of the Board of Directors may participate in and hold a meeting of such shareholders, the Board of Directors or committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

     Section 4. Distributions and Share Dividends. Subject to statute and any provision of the Articles of Incorporation, distributions in the form of cash or property or share dividends may be declared by the Board of Directors at any regular or special meeting.

     Section 5. Amendment of Bylaws. Unless otherwise provided by law, the Articles of Incorporation or these bylaws, these bylaws may be altered, amended or repealed, or new bylaws may be adopted, by the shareholders or the Board of Directors, subject to the shareholders providing in amending, repealing or adopting a particular bylaw that it may not be amended or repealed by the Board of Directors.

7

EX-3.45

Exhibit 3.45

		Colorado Secretary of State Date and Time: 07/15/2008 01:56 PM Id Number: 19981188405
Document processing fee If document is filed on paper If document is filed electronically	$125.00 $ 25.00	Document number: 20081377219
Fees & forms/cover sheets are subject to change.
To file electronically, access instructions for this form/cover sheet and other information or print copies of filed documents, visit www.sos.state.co.us and select Business Center.
Paper documents must be typewritten or machine printed.		ABOVE SPACE FOR OFFICE USE ONLY

Articles of Amendment

filed pursuant to §7-90-301, et seq. and §7-110-106 of the Colorado Revised Statutes (C.R.S.)

ID number:	19981188405
1. Entity name:	FIS Asset Management Solutions, Inc. (If changing the name of the corporation, indicate name BEFORE the name change)
2. New Entity name: (if applicable)	LPS Asset Management Solutions, Inc.
3. Use of Restricted Words (if any of these terms are contained in an entity name, true name of an entity, trade name or trademark stated in this document, mark the applicable box):	o “bank” or “trust” or any derivative thereof o “credit union”     o “savings and loan” o “insurance”, “casualty”, “mutual”, or “surety”
4. Other amendments, if any, are attached.
5. If the amendment provides for an exchange, reclassification or cancellation of issued shares, the attachment states the provisions for implementing the amendment.
6. If the corporation’s period of duration as amended is less than perpetual, state the date on which the period of duration expires:
	(mm/dd/yyyy)
OR
If the corporation’s period of duration as amended is perpetual, mark this box:     þ
7. (Optional) Delayed effective date:	(mm/dd/yyyy)

Notice:

Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.

AMD_PC Page 1 of 2 Rev 11/15/2005

This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered.

8. Name(s) and address(es) of the individual(s) causing the document to be delivered for filing:	Johnson                    Todd                    C                                                 (Last)                    (First)          (Middle)       (Suffix)
	601 Riverside Avenue
	(Street name and number or Post Office information)
	Jacksonville                 FL                            32204                                       (City)                     (State)                      (Postal/Zip Code)
	United States                  (Province — if applicable)               (Country — if not US)
(The document need not state the true name and address of more than one individual. However, if you wish to state the name and address of any additional individuals causing the document to be delivered for filing, mark this box o and include an attachment stating the name and address of such individuals.)

Disclaimer:

This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user’s attorney.

Page 2 of 2

		Colorado Secretary of State Date and Time: 03/26/2007 11:39 AM Id Number: 19981188405
Document processing fee If document is filed on paper If document is filed electronically	$125.00 $ 25.00	Document number: 20071149780
Fees & forms/cover sheets are subject to change.
To file electronically, access instructions for this form/cover sheet and other information or print copies of filed documents, visit www.sos.state.co.us and select Business Center.
Paper documents must be typewritten or machine printed.		ABOVE SPACE FOR OFFICE USE ONLY

Articles of Amendment

filed pursuant to §7-90-301, et seq. and §7-110-106 of the Colorado Revised Statutes (C.R.S.)

ID number:	19981188405
1. Entity name:	FIDELITY NATIONAL ASSET MANAGEMENT SOLUTIONS, INC. (If changing the name of the corporation, indicate name BEFORE the name change)
2. New Entity name: (if applicable)	FIS Asset Management Solutions, Inc.
3. Use of Restricted Words (if any of these terms are contained in an entity name, true name of an entity, trade name or trademark stated in this document, mark the applicable box):	o “bank” or “trust” or any derivative thereof o “credit union”     o “savings and loan” o “insurance”, “casualty”, “mutual”, or “surety”
4. Other amendments, if any, are attached.
5. If the amendment provides for an exchange, reclassification or cancellation of issued shares, the attachment states the provisions for implementing the amendment.
6. If the corporation’s period of duration as amended is less than perpetual, state the date on which the period of duration expires:	(mm/dd/yyyy)
OR
If the corporation’s period of duration as amended is perpetual, mark this box:     þ
7. (Optional) Delayed effective date:	(mm/dd/yyyy)

Notice:

Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.

AMD_PC Page 1 of 2 Rev. 11/15/2005

This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered.

8. Name(s) and address(es) of the individual(s) causing the document to be delivered for filing:	Burgess                Debra                 Hayes                                                      (Last)                  (First)               (Middle)                       (Suffix)
	601 Riverside Avenue                                                                             (Street name and number or Post Office information)
	Jacksonville               FL                                32204                                           (City)                   (State)                            (Postal/Zip Code)
	United States                               (Province — if applicable)                       (Country — if not US)
(The document need not state the true name and address of more than one individual. However, if you wish to state the name and address of any additional individuals causing the document to be delivered for filing, mark this box o and include an attachment stating the name and address of such individuals.)

Disclaimer:

This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user’s attorney.

Page 2 of 2

Mail to: Secretary of State
002 For office use only

	Corporations Section 1560 Broadway, Suite 200 Denver, CO 80202 (303) 894-2251	FILED DONETTA DAVIDSON COLORADO SECRETARY OF STATE
MUST BE TYPED FILING FEE: $25.00 MUST SUBMIT TWO COPIES	Fax (303) 894-2242	20001225623 C $75.00 SECRETARY OF STATE 11-20-2000     11:48:18
	DPC 1998 1188405
CHANGE OF NAME Please Include a typed self-addressed envelope	ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION

Pursuant to the provisions of the Colorado Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

FIRST: The name of the corporation is Castle Advisors Mountain States, Inc. NC 80

SECOND: The following amendment to the Articles of Incorporation was adopted on November 10, 2000                                         19                     , as prescribed by the Colorado Business Corporation Act, in the manner marked with an X below:

o No shares have been issued or Directors Elected — Action by Incorporators

o No shares have been issued but Directors Elected — Action by Directors

o Such amendment was adopted by the board of directors where shares have been issued and shareholder action was not required.

þ Such amendment was adopted by a vote of the shareholders. The number of shares voted for the amendment was sufficient for approval.

THIRD: If changing corporate name, the new name of the corporation is Fidelity National Asset Management Solutions, Inc.

FOURTH: The manner, if not set forth in such amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the amendment shall be effected, is as follows: None

If these amendments are to have a delayed effective date, please list that date:                          

(Not to exceed ninety (90) days from the date of filing)

Castle Advisors Mountain States, Inc.
Signature	/s/ Eileen W. Van Roeyen
	Eileen W. Van Roeyen
	Title	Vice President and Assistant Secretary

Revised 7/95

FILED CUSTOMER COPY
VICTORIA [illegible]
COLORADO SECRETARY OF STATE

19981188405 C
$65.00
SECRETARY OF STATE
10-21-1998     11:33:46

ARTICLES OF INCORPORATION
OF
CASTLE ADVISORS MOUNTAIN STATES, INC.

          I, the undersigned, an individual, do hereby act as incorporator in adopting the following Articles of Incorporation, for the purpose of incorporating and organizing a corporation under the Business Corporation Act of the State of Colorado, do hereby certify as follows:

     1. The name of the corporation (the “Corporation”) is Castle Advisors Mountain States, Inc.

     2.  The address of the Corporation’s principal business office is 245 South Robles Avenue, Suite 105, Pasadena, California 91101.

     3. The address of the Corporation’s registered office in the State of Colorado is 1675 Broadway, Denver, Colorado 80202. The name of the Corporation’s registered agent at such address is The Corporation Company. The undersigned hereby consents on behalf of The Corporation Company to appointment as the initial registered agent of the Corporation.

            The Corporation Company / By:   /s/ Randy A. Shelley                      

     4. The purpose of the Corporation is to engage in any lawful business purpose or purposes for which corporations may be organized under the Business Corporation Act of the State of Colorado.

     5. The aggregate number of shares which the Corporation has authority to issue is 1,000 shares of Common Stock, par value $0.01 per share.

     6. The name and address of the incorporator is:

Henry A. Knobel
245 South Robles Avenue
Suite 105
[illegible], California 91101.

[illegible]

     7. To the full extent permitted by the Business Corporation Act of the State of Colorado or any other applicable laws presently or hereafter in effect, no director of the Corporation will be personally liable to the Corporation or its stockholders for or with respect to any acts or omissions in the performance of his or her duties as a director of the Corporation. Any repeal or modification of this Article 7 will not adversely affect any right or protection of a director of the Corporation existing immediately prior to such repeal or modification.

     8. Each person who is or was or has agreed to become a director or officer of the Corporation, or each such person who is or was serving or who has agreed to serve at the request of the Board of Directors or an officer of the Corporation as an employee or agent of the Corporation or as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other organization or enterprise (including the heirs, executors, administrators or estate of such person) will be indemnified by the Corporation to the full extent permitted by the Business Corporation Act of the State of Colorado or any other applicable laws as presently or hereafter in effect. Without limiting the generality or the effect of the foregoing, the Corporation may enter into one or more agreements with any person which provide for indemnification greater or different than that provided in this Article. Any repeal or modification of this Article 8 will not adversely affect any right or protection existing hereunder immediately prior to such repeal or modification.

     9. No shareholder of the Corporation shall have any pre-emptive rights.

     10. The Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in these Articles of Incorporation, and other provisions authorized by the laws of the State of Colorado at the time in force may be added or inserted, in the manner now or hereafter prescribed herein or by applicable law; and all rights,

-2-

preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to these Articles of Incorporation in its present form or as hereafter amended are granted subject to this reservation.

     11. Cumulative voting shall not be permitted.

     12. The duration of the Corporation is perpetual.

          IN WITNESS WHEREOF, I the undersigned, being the incorporator hereinabove named, do hereby execute these Articles of Incorporation this 19^th day of October, [illegible].

/s/ Henry A. Knobel  

Henry A. Knobel 

-3-

EX-3.46

Exhibit 3.46

FIDELITY NATIONAL ASSET MANAGEMENT SOLUTIONS, INC.
A Colorado corporation

AMENDED AND RESTATED BYLAWS

September 1, 2005

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office shall be in the State of Colorado.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Colorado as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. Time and Place of Meetings. All meetings of the shareholders shall be held at such time and place, within or without the State of Colorado, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meetings. Annual meetings of shareholders shall be held on the first Tuesday of April, if not a legal holiday, and if a legal holiday, then on the next business day following, or at such other date as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. At the annual meeting, the shareholders entitled to vote thereat shall elect a Board of Directors and transact such other business as may properly be brought before the meeting.

Section 3. Special Meetings. Special meetings of the shareholders, unless otherwise prescribed by statute or provided by the Articles of Incorporation or these bylaws, may be called by the President or the Board of Directors or by the holders of at least 10% of all shares entitled to vote at the meeting. Business conducted at any special meeting shall be confined to the purpose or purposes described in the notice thereof.

Section 4. Notice. Written or printed notice stating the place, day and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 calendar days (20 days in the case of a meeting to approve a plan of merger or exchange) nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary or the officer or other person calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the

shareholder at his or its address as it appears on the share transfer records of the Corporation, with postage prepaid.

Section 5. Quorum. A quorum shall be present at a meeting of shareholders if the holder or holders of a majority of the shares entitled to vote are present in person, represented by duly authorized representative in the case of a corporation or other legal entity or represented by proxy, unless otherwise provided in the Articles of Incorporation. Unless otherwise provided in the Articles of Incorporation or these bylaws, once a quorum is present at a duly constituted meeting of shareholders, the shareholders present or represented at the meeting may conduct such business as may be properly brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any shareholder present or represented shall not affect the presence of a quorum at the meeting. Unless otherwise provided in the Articles of Incorporation or these bylaws, the shareholders entitled to vote and present or represented at a meeting of shareholders at which a quorum is not present may adjourn the meeting until such time and to such place as may be determined by a vote of the holders of a majority of the shares represented at the meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be conducted which might have been conducted at the meeting as originally notified.

Section 6. Voting. With respect to any matter, other than the election of directors or a matter for which the affirmative vote of the holders of a specified portion of the shares is required by statute, the affirmative vote of the holders of a majority of the shares entitled to vote on that matter and represented at a meeting of shareholders at which a quorum is present shall be the act of the shareholders, unless otherwise provided in the Articles of Incorporation or these bylaws. Unless otherwise provided in the Articles of Incorporation of these bylaws, directors shall be elected by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present.

Section 7. Method of Voting. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the Articles of Incorporation provide for more or less than one vote per share or limit or deny voting rights to the holders of the shares of any class or series or as otherwise provided by statute. A shareholder may vote in person, by duly authorized representative in the case of a corporation or other legal entity or by proxy executed in writing by the shareholder or by his or its duly authorized attorney-in-fact. Each proxy shall be filed with the Secretary of the Corporation prior to the time of the meeting.

Section 8. Action Without Meeting. Unless otherwise provided in the Articles of Incorporation, any action required or permitted to be taken at any meeting of the shareholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall have been signed by the holder or holders of all the shares entitled to vote with respect to the action that is the subject of the consent.

2

ARTICLE III

DIRECTORS

Section 1. Responsibilities. The powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, its Board of Directors.

Section 2. Number; Term. The number of directors shall be no less than one (1) and no more than three (3). The number of directors shall be fixed from time to time by the Board of Directors or by the shareholders at the annual or a special meeting. No decrease in the number of directors shall have the effect of shortening the term of an incumbent director. The directors shall be elected at the annual meeting of the shareholders, except as provided in Section 3 below. At each annual meeting, the holders of shares entitled to vote in the election of directors shall elect directors to hold office until the next succeeding annual meeting. Unless removed in accordance with the Articles of Incorporation or this Section, each director elected shall hold office for the term for which he is elected and until his successor shall have been elected and qualified. Directors need not be residents of the State of Colorado or shareholders of the Corporation. At any meeting of shareholders called expressly for that purpose, any director or the entire Board of Directors may be removed, with or without cause, by the affirmative vote of the holder or holders of a majority of the shares then entitled to vote at an election of directors.

Section 3. Vacancies; Increases. Any vacancy occurring in the Board of Directors (by death, resignation, removal or otherwise) may be filled by election at an annual or special meeting of shareholders called for that purpose, by the affirmative vote of a majority of the remaining directors then in office, though less than a quorum, or by a sole remaining director. Each director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual or special meeting of shareholders called for that purpose or by the Board of Directors for a term of office continuing only until the next election of one or more directors by the shareholders; provided, however, that the Board of Directors may not fill more than two such directorships during the period between any two successive annual meetings of shareholders.

Section 4. Place of meetings. Meetings of the Board of Directors, regular or special, may be held either within or without the State of Colorado.

Section 5. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and at such place as shall from time to time be determined by the Board of Directors. Regular meetings of the Board of Directors may be held without notice.

3

Section 6. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of by the President and shall be called by the Secretary on the written request of at least two directors. Written notice specifying the time and place of special meetings shall be given to each director at least three days before the date of the meeting. Such notice may, but need not, specify the purpose or purposes of the meeting.

Section 7. Quorum; Majority Vote. At all meetings, a majority of the number of the directors fixed in the manner provided in these bylaws shall constitute a quorum for the transaction of business unless a greater number is specifically required by statute or provided in the Articles of Incorporation or these bylaws. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise specifically required by statute or provided in the Articles of Incorporation or these bylaws, in which case the express provision shall control. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 8. Minutes. The Board of Directors shall keep regular minutes of its proceedings. The minutes shall be placed in the minute book of the Corporation.

Section 9. Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees, each of which shall be comprised of one or more members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified members, at any meeting of that committee. Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these bylaws, shall have and may exercise all of the authority of the Board of Directors, except as otherwise provided by statute. The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 10. Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. Such minutes shall be place in the minute book of the Corporation.

Section 11. Action Without Meeting. Unless otherwise restricted by the Articles of Incorporation or these bylaws, any action required or permitted to be taken at a meeting of the Board of Directors or any committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Board of Directors or committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting.

4

ARTICLE IV

NOTICES

Section 1. Method. Whenever by statute, the Articles of Incorporation, these bylaws or otherwise, notice is required to be given to a director or shareholder, and no provision is made as to how the notice shall be given, it shall not be construed to be personal notice, but any such notice may be given: (a) in writing, by mail, postage prepaid, addressed to the director at the last address known by the Corporation for such director or shareholder at the address appearing on the share transfer records of the Corporation, or (b) in any other method permitted by law. Any notice required or permitted to be given by mail shall be deemed given at the time when the same is deposited in the United States mail.

Section 2. Waiver. Whenever by statute, the Articles of Incorporation or these bylaws, any notice is required to be given to a director or shareholder, a waiver thereof in writing, signed by the person or persons entitled to such notice, or in the case of a corporation or other legal entity by its duly authorized representative, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

ARTICLE V

OFFICERS

Section 1. Number. The officers of the Corporation shall consist of a President and a Secretary, each of whom shall be elected by the Board of Directors. The Board of Directors may also elect such other officers as they deem necessary or desirable, including a Chairman of the Board, a Treasurer, a Controller and one or more Vice Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and Assistant Controllers. All officers of the Corporation shall hold office at the pleasure of the Board of Directors. The same person may, at the discretion of the Board of Directors, hold any two or more offices.

Section 2. Appointed Officers. The President may appoint such other officers and agents as he shall deem necessary or desirable who shall hold their offices for such terms as the President shall determine.

Section 3. Removal. Any officer elected by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby.

Section 4. Compensation. The compensation of all officers and agents of the Corporation who are also directors of the Corporation shall be fixed by the Board of Directors. The Board of Directors may delegate the power to fix the compensation of all other officers and agents of the Corporation to an officer of the Corporation.

5

Section 5. Duties. The officers of the Corporation, whether elected or appointed, shall have such authority and shall perform such duties as are customarily incident to their respective offices, or as may be specified from time to time by resolution of the Board of Directors regardless of whether such authority and duties are customarily incident to such office.

ARTICLE VI

CERTIFICATE OF STOCK

     Every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of, the Corporation, by the President or the Vice President, and by the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation.

ARTICLE VII

INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Each person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust or other enterprise or employee benefit plan (including he heirs, executors, administrators or estate of such person) shall be indemnified by the Corporation to the fullest extent that a corporation is required or permitted to grant indemnification to such person under the Colorado General Corporation Law, as the same exists or may hereafter be amended. Reasonable expenses incurred by a director, officer, employee or agent of the Corporation who was, is or is threatened to be made a named defendant or respondent in a proceeding shall be paid or reimbursed by the Corporation, in advance of the final disposition of the proceeding, to the maximum extent permitted under Colorado law, as the same exists or may hereafter be amended. The right to indemnification under this Article shall be a contract right. In the event of the death of any person having a right of indemnification under this Article, such right will inure to the benefit of his or her heirs, executors, administrators and personal representatives. The rights under this Article will not be exclusive of any other right which any person may have or hereinafter acquire under any statute, bylaw, resolution of shareholders of directors, agreement or otherwise.

6

ARTICLE VIII

GENERAL PROVISIONS

     Section 1. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

     Section 2. Fiscal Year. The fiscal year of the Corporations shall be fixed by resolution of the Board of Directors.

     Section 3. Telephone and Similar Meetings. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, the shareholders, members of the Board of Directors or members of any committee of the Board of Directors may participate in and hold a meeting of such shareholders, the Board of Directors or committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meting is not lawfully called or convened.

     Section 4. Distributions and Share Dividends. Subject to statute and any provision of the Articles of Incorporation, distributions in the form of cash or property or share dividends may be declared by the Board of Directors at any regular or special meeting.

     Section 5. Amendment of Bylaws. Unless otherwise provided by law, the Articles of Incorporation or these bylaws, these bylaws may be altered, amended or repealed, or new bylaws may be adopted, by the shareholders or the Board of Directors, subject to the shareholders providing in amending, repealing or adopting a particular bylaw that it may not be amended or repealed by the Board of Directors.

7

EX-3.47

Exhibit 3.47

PAGE 1

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “FIS FIELD SERVICES, INC.”, CHANGING ITS NAME FROM “FIS FIELD SERVICES, INC.” TO “LPS FIELD SERVICES, INC.”, FILED IN THIS OFFICE ON THE TWENTY-EIGHTH DAY OF JULY, A.D. 2008, AT 6:48 O’CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

2847855 8100      080824494		Harriet Smith Windsor, Secretary of State AUTHENTICATION: 6757083                         DATE: 07-28-08
You may verify this certificate online at corp.delaware.gov/authver.shtml

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:51 PM 07/28/2008

FILED 06:48 PM 07/28/2008

SRV 080824494 – 2847855 FILE

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION

     FIS Field Services, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

FIRST: That the directors of FIS Field Services, Inc., by the written consent of its directors filed with the minutes of the board, adopted resolutions setting forth a proposed amendment of the Certificate of Incorporation of said corporation, and declaring said amendment to be advisable. The resolution setting forth the proposed amendment is as follows:

     RESOLVED, that the Certificate of Incorporation of FIS Field Services, Inc. be amended by changing Article First thereof so that, as amended, said Article shall be and read as follows:

     First: The name of this corporation is LPS Field Services, Inc.

SECOND: That in lieu of a meeting and vote of the sole stockholder, the sole stockholder has given unanimous written consent in favor of said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That said amendment was duly adopted in accordance with the provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

FOURTH: That the capital of said corporation shall not be reduced or changed under or by reason of said amendment.

     IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this July 9, 2008.

By:	/s/ Todd C. Johnson Authorized Officer
Name:	Todd C. Johnson
Title:	Executive Vice President, General Counsel
	and Corporate Secretary

PAGE 1

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY “FIS FIELD SERVICES, INC.” IS DULY INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL CORPORATE EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE THIRTEENTH DAY OF FEBRUARY, A.D. 2008.

     AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL REPORTS HAVE BEEN FILED TO DATE.

     AND I DO HEREBY FURTHER CERTIFY THAT THE FRANCHISE TAXES HAVE BEEN PAID TO DATE.

2847855      8300 080155875		Harriet Smith Windsor, Secretary of State AUTHENTICATION: 6380503
		DATE: 02-13-08

You may verify this certificate online at
corp.delaware.gov/authver.shtml

PAGE 1

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “FIS FIELD SERVICES, INC. “ AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF INCORPORATION, FILED THE TWENTY–EIGHTH DAY OF JANUARY, A.D. 1998, AT 3 O’CLOCK P.M.

     CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “UNIVERSAL MORTGAGE SERVICES, INC.” TO “CHICAGO TITLE FIELD SERVICES, INC. “, FILED THE FIRST DAY OF JUNE, A.D. 1998, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “CHICAGO TITLE FIELD SERVICES, INC.” TO “FIDELITY NATIONAL FIELD SERVICES, INC.”, FILED THE SECOND DAY OF JUNE, A.D. 2000, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “FIDELITY NATIONAL FIELD SERVICES, INC.” TO “FIS FIELD SERVICES, INC.”, FILED THE TWENTY-SIXTH DAY OF MARCH, A.D. 2007, AT 3:13 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE

2847855       8100H 080155224		Harriet Smith Windsor, Secretary of State AUTHENTICATION: 6380252
		DATE: 02-13-08

You may verify this certificate online
at corp.delaware.gov/authver.shtml

PAGE 2

AFORESAID CORPORATION, “FIS FIELD SERVICES, INC.”

2847855       8100H 080155224		Harriet Smith Windsor, Secretary of State AUTHENTICATION: 6380252
		DATE: 02-13-08

You may verify this certificate online
at corp.delaware.gov/authver.shtml

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 03:00 PM 01/28/1998

981035206 – 2847855

CERTIFICATE OF INCORPORATION

OF

UNIVERSAL MORTGAGE SERVICES, INC.

     FIRST: The name of the Corporation is Universal Mortgage Services, Inc.

     SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

     THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

     FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is one thousand (1,000) shares of Common Stock without par value.

     FIFTH: The name and mailing address of the incorporator is Brian S. O’Connor, 30 Rockefeller Plaza, New York, New York 10112.

     SIXTH: For the management of the business and for the conduct of the affairs of the Corporation, it is further provided:

     (a) No election of directors need be by written ballot; and

     (b) In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation.

     SEVENTH: To the fullest extent permitted by the General Corporation Law of Delaware as presently in effect and in addition to the fullest extent permitted by the General Corporation Law of Delaware as hereafter amended and other laws of the State of Delaware applicable to corporations incorporated in the State of Delaware as hereafter in effect, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. No amendment, modification or repeal of this Article SEVENTH shall adversely affect any right or protection of a director that exists at the time of such amendment, modification or repeal.

     EIGHTH: To the fullest extent permitted by the General Corporation Law of Delaware as presently in effect and in addition to the fullest extent permitted by the General Corporation Law of Delaware as hereafter amended and other laws of the State of Delaware applicable to corporations incorporated in the State of Delaware as hereafter in effect, the Corporation shall have power to purchase and maintain insurance (a) to indemnify the Corporation for any obligation which it incurs as a result of the indemnification of directors and

officers under the provisions of the General Corporation Law of Delaware, (b) to indemnify directors and officers in instances in which they may be indemnified by the Corporation under the provisions of the General Corporation Law of Delaware, and (c) to indemnify directors and officers in instances in which they may not otherwise be indemnified by the Corporation under the provisions of the General Corporation Law of Delaware.

          NINTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by law, and all rights herein conferred on stockholders or directors are granted subject to this reserved power.

          IN WITNESS WHEREOF, the undersigned incorporator, for the purpose of forming the Corporation pursuant to the General Corporation Law of Delaware, has subscribed this Certificate of Incorporation this 28th day of January, 1998 and affirms that this is his act and deed and the facts stated herein are true.

/s/ Brian S. O’Connor

Brian S. O’Connor

30 Rockefeller Plaza

New York, New York 10112

-2-

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

OF

UNIVERSAL MORTGAGE SERVICES, INC.

It is hereby certified that:

     1. The name of the corporation (hereinafter called the “corporation”) is Universal Mortgage Services, Inc.

     2. The certificate of incorporation of the corporation is hereby amended by striking out Article First thereof and by substituting in lieu of said Article the following new Article:

     “First: The name of the Corporation is Chicago Title Field Services, Inc.”

     3. The amendment of the certificate of incorporation herein certified has been duly adopted and written consent has been given in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

Signed on 29, May, 1998.

/s/ Thomas J. Adams

Thomas J. Adams, Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 06/01/1998
981211384 – 2847855

-3-

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 06/02/2000

001283443 — 2847855

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

OF

CHICAGO TITLE FIELD SERVICES, INC.

It is hereby certified that:

1. The name of the corporation (hereinafter called the “Corporation”) is Chicago Title Field Services, Inc.

2.	The certificate of incorporation of the Corporation is hereby amended by striking out Article First thereof and by substituting in lieu of said Article the following new Article:
	“First: The name of the Corporation is Fidelity National Field Services, Inc.”

3. The amendment of the certificate of incorporation herein certified has been duly adopted and written consent has been given in accordance with the provision of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

Signed on May 30, 2000.

/s/ Eileen W. Van Roeyen  

Eileen W. Van Roeyen 

Assistant Secretary 

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:13 PM 03/26/2007

FILED 03:13 PM 03/26/2007

SRV 070360567 — 2847855 FILE

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION

     Fidelity National Field Services, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

FIRST: That the directors of Fidelity National Field Services, Inc., by the written consent of its directors filed with the minutes of the board, adopted resolutions setting forth a proposed amendment of the Certificate of Incorporation of said corporation, and declaring said amendment to be advisable. The resolution setting forth the proposed amendment is as follows:

     RESOLVED, that the Certificate of Incorporation of Fidelity National Field Services, Inc. be amended by changing Article First thereof so that, as amended, said Article shall be and read as follows:

     First: The name of this corporation is FIS Field Services, Inc.

SECOND: That in lieu of a meeting and vote of the sole stockholder, the sole stockholder has given unanimous written consent in favor of said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That said amendment was duly adopted in accordance with the provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

FOURTH: That the capital of said corporation shall not be reduced or changed under or by reason of said amendment.

     IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this February 22, 2007.

By:	/s/ Todd C. Johnson
	Authorized Officer
Title:	Senior Vice President and Secretary
Name:	Todd C. Johnson

EX-3.48

Exhibit 3.48

FIDELITY NATIONAL FIELD SERVICES, INC.

AMENDED AND RESTATED BYLAWS

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office shall be in the State of Delaware.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Time and Place of Meetings. All meetings of the shareholders shall be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meetings. Annual meetings of shareholders shall be held on the first Tuesday of April, if not a legal holiday, and if a legal holiday, then on the next business day following, or at such other date as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. At the annual meeting, the shareholders entitled to vote thereat shall elect a Board of Directors and transact such other business as may properly be brought before the meeting.

Section 3. Special Meetings. Special meetings of the shareholders, unless otherwise prescribed by statute or provided by the Articles of Incorporation or these bylaws, may be called by the President or the Board of Directors or by the holders of at least 10% of all shares entitled to vote at the meeting. Business conducted at any special meeting shall be confined to the purpose or purposes described in the notice thereof.

Section 4. Notice. Written or printed notice stating the place, day and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 calendar days (20 days in the case of a meeting to approve a plan of merger or exchange) nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the President,

Fidelity National Field Services, Inc.
Amended and Restated Bylaws
December 31, 2004

the Secretary or the officer or other person calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his or its address as it appears on the share transfer records of the Corporation, with postage prepaid.

Section 5. Quorum. A quorum shall be present at a meeting of shareholders if the holder or holders of a majority of the shares entitled to vote are present in person, represented by duly authorized representative in the case of a corporation or other legal entity or represented by proxy, unless otherwise provided in the Articles of Incorporation. Unless otherwise provided in the Articles of Incorporation or these bylaws, once a quorum is present at a duly constituted meeting of shareholders, the shareholders present or represented at the meeting may conduct such business as may be properly brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any shareholder present or represented shall not affect the presence of a quorum at the meeting. Unless otherwise provided in the Articles of Incorporation or these bylaws, the shareholders entitled to vote and present or represented at a meeting of shareholders at which a quorum is not present may adjourn the meeting until such time and to such place as may be determined by a vote of the holders of a majority of the shares represented at the meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be conducted which might have been conducted at the meeting as originally notified.

Section 6. Voting. With respect to any matter, other than the election of directors or a matter for which the affirmative vote of the holders of a specified portion of the shares is required by statute, the affirmative vote of the holders of a majority of the shares entitled to vote on that matter and represented at a meeting of shareholders at which a quorum is present shall be the act of the shareholders, unless otherwise provided in the Articles of Incorporation or these bylaws. Unless otherwise provided in the Articles of Incorporation of these bylaws, directors shall be elected by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present.

Section 7. Method of Voting. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the Articles of Incorporation provide for more or less than one vote per share or limit or deny voting rights to the holders of the shares of any class or series or as otherwise provided by statute. A shareholder may vote in person, by duly authorized representative in the case of a corporation or other legal entity or by proxy executed in writing by the shareholder or by his or its duly authorized attorney-in-fact. Each proxy shall be filed with the Secretary of the Corporation prior to the time of the meeting.

Section 8. Action Without Meeting. Unless otherwise provided in the Articles of Incorporation, any action required or permitted to be taken at any meeting of the shareholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall have been signed

2

Fidelity National Field Services, Inc.
Amended and Restated Bylaws
December 31, 2004

by the holder or holders of all the shares entitled to vote with respect to the action that is the subject of the consent.

ARTICLE III

DIRECTORS

Section 1. Responsibilities. The powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, its Board of Directors.

Section 2. Number: Term. The number of directors shall be fixed from time to time by the Board of Directors or by the shareholders at the annual or a special meeting; provided, however, that no decrease in the number of directors shall have the effect of shortening the term of an incumbent director. The number of directors shall be one (1). The directors shall be elected at the annual meeting of the shareholders, except as provided in Section 3 below. At each annual meeting, the holders of shares entitled to vote in the election of directors shall elect directors to hold office until the next succeeding annual meeting. Unless removed in accordance with the Articles of Incorporation or this Section, each director elected shall hold office for the term for which he is elected and until his successor shall have been elected and qualified. Directors need not be residents of the State of Delaware or shareholders of the Corporation. At any meeting of shareholders called expressly for that purpose, any director or the entire Board of Directors may be removed, with or without cause, by the affirmative vote of the holder or holders of a majority of the shares then entitled to vote at an election of directors.

Section 3. Vacancies: Increases. Any vacancy occurring in the Board of Directors (by death, resignation, removal or otherwise) may be filled by election at an annual or special meeting of shareholders called for that purpose, by the affirmative vote of a majority of the remaining directors then in office, though less than a quorum, or by a sole remaining director. Each director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual or special meeting of shareholders called for that purpose or by the Board of Directors for a term of office continuing only until the next election of one or more directors by the shareholders; provided, however, that the Board of Directors may not fill more than two such directorships during the period between any two successive annual meetings of shareholders.

Section 4. Place of meetings. Meetings of the Board of Directors, regular or special, may be held either within or without the State of Delaware.

Section 5. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and at such place as shall from time to time be determined by the Board of Directors. Regular meetings of the Board of Directors may be held without notice.

3

Fidelity National Field Services, Inc.
Amended and Restated Bylaws
December 31, 2004

Section 6. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of by the President and shall be called by the Secretary on the written request of at least two directors. Written notice specifying the time and place of special meetings shall be given to each director at least three days before the date of the meeting. Such notice may, but need not, specify the purpose or purposes of the meeting.

Section 7. Quorum: Majority Vote. At all meetings, a majority of the number of the directors fixed in the manner provided in these bylaws shall constitute a quorum for the transaction of business unless a greater number is specifically required by statute or provided in the Articles of Incorporation or these bylaws. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise specifically required by statute or provided in the Articles of Incorporation or these bylaws, in which case the express provision shall control. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 8. Minutes. The Board of Directors shall keep regular minutes of its proceedings. The minutes shall be placed in the minute book of the Corporation.

Section 9. Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees, each of which shall be comprised of one or more members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified members, at any meeting of that committee. Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these bylaws, shall have and may exercise all of the authority of the Board of Directors, except as otherwise provided by statute. The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 10. Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. Such minutes shall be place in the minute book of the Corporation.

Section 11. Action Without Meeting. Unless otherwise restricted by the Articles of Incorporation or these bylaws, any action required or permitted to be taken at a meeting of the Board of Directors or any committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Board of Directors or committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting.

4

Fidelity National Field Services, Inc.
Amended and Restated Bylaws
December 31, 2004

ARTICLE IV

NOTICES

Section 1. Method. Whenever by statute, the Articles of Incorporation, these bylaws or otherwise, notice is required to be given to a director or shareholder, and no provision is made as to how the notice shall be given, it shall not be construed to be personal notice, but any such notice may be given: (a) in writing, by mail, postage prepaid, addressed to the director at the last address known by the Corporation for such director or shareholder at the address appearing on the share transfer records of the Corporation, or (b) in any other method permitted by law. Any notice required or permitted to be given by mail shall be deemed given at the time when the same is deposited in the United States mail.

Section 2. Waiver. Whenever by statute, the Articles of Incorporation or these bylaws, any notice is required to be given to a director or shareholder, a waiver thereof in writing, signed by the person or persons entitled to such notice, or in the case of a corporation or other legal entity by its duly authorized representative, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

ARTICLE V

OFFICERS

Section 1. Number. The officers of the Corporation shall consist of a President and a Secretary, each of whom shall be elected by the Board of Directors. The Board of Directors may also elect such other officers as they deem necessary or desirable, including a Chairman of the Board, a Treasurer, a Controller and one or more Vice Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and Assistant Controllers. All officers of the Corporation shall hold office at the pleasure of the Board of Directors. The same person may, at the discretion of the Board of Directors, hold any two or more offices.

Section 2. Appointed Officers. The President may appoint such other officers and agents as he shall deem necessary or desirable who shall hold their offices for such terms as the President shall determine.

Section 3. Removal. Any officer elected by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby.

Section 4. Compensation. The compensation of all officers and agents of the Corporation who are also directors of the Corporation shall be fixed by the Board of Directors. The Board of Directors may delegate the power to fix the compensation of all other officers and agents of the Corporation to an officer of the Corporation.

5

Fidelity National Field Services, Inc.
Amended and Restated Bylaws
December 31, 2004

Section 5. Duties. The officers of the Corporation, whether elected or appointed, shall have such authority and shall perform such duties as are customarily incident to their respective offices, or as may be specified from time to time by resolution of the Board of Directors regardless of whether such authority and duties are customarily incident to such office.

ARTICLE VI

CERTIFICATE OF STOCK

Every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of, the Corporation, by the President or the Vice President, and by the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation.

ARTICLE VII

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Each person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust or other enterprise or employee benefit plan (including he heirs, executors, administrators or estate of such person) shall be indemnified by the Corporation to the fullest extent that a corporation is required or permitted to grant indemnification to such person under the Delaware General Corporation Law, as the same exists or may hereafter be amended. Reasonable expenses incurred by a director, officer, employee or agent of the Corporation who was, is or is threatened to be made a named defendant or respondent in a proceeding shall be paid or reimbursed by the Corporation, in advance of the final disposition of the proceeding, to the maximum extent permitted under Delaware law, as the same exists or may hereafter be amended. The right to indemnification under this Article shall be a contract right. In the event of the death of any person having a right of indemnification under this Article, such right will inure to the benefit of his or her heirs, executors, administrators and personal representatives. The rights under this Article will not be exclusive of any other right which any person may have or hereinafter acquire under any statute, bylaw, resolution of shareholders of directors, agreement or otherwise.

ARTICLE VIII

GENERAL PROVISIONS

Section 1. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate

6

Fidelity National Field Services, Inc.
Amended and Restated Bylaws
December 31, 2004

Section 2. Fiscal Year. The fiscal year of the Corporations shall be fixed by resolution of the Board of Directors.

Section 3. Telephone and Similar Meetings. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, the shareholders, members of the Board of Directors or members of any committee of the Board of Directors may participate in and hold a meeting of such shareholders, the Board of Directors or committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meting is not lawfully called or convened.

Section 4. Distributions and Share Dividends. Subject to statute and any provision of the Articles of Incorporation, distributions in the form of cash or property or share dividends may be declared by the Board of Directors at any regular or special meeting.

Section 5. Amendment of Bylaws. Unless otherwise provided by law, the Articles of Incorporation or these bylaws, these bylaws may be altered, amended or repealed, or new bylaws may be adopted, by the shareholders or the Board of Directors, subject to the shareholders providing in amending, repealing or adopting a particular bylaw that it may not be amended or repealed by the Board of Directors.

7

EX-3.49

Exhibit 3.49

PAGE 1

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “FIS FORECLOSURE SOLUTIONS, INC.”, CHANGING ITS NAME FROM “FIS FORECLOSURE SOLUTIONS, INC.” TO “LPS FORECLOSURE SOLUTIONS, INC.”, FILED IN THIS OFFICE ON THE TWENTY-SECOND DAY OF JULY, A.D. 2008, AT 12:13 O’CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

	Harriet Smith Windsor, Secretary of State
	AUTHENTICATION: 6749661 DATE: 07-24-08
3476903 8100 080805691

You may verify this certificate online
at corp.delaware.gov/authver.shtml

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:40 PM 07/22/2008

FILED 12:13 PM 07/22/2008

SRV 080805691 – 3476903 FILE

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION

     FIS Foreclosure Solutions, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

FIRST: That the directors of FIS Foreclosure Solutions, Inc., by the written consent of its directors filed with the minutes of the board, adopted resolutions setting forth a proposed amendment of the Certificate of Incorporation of said corporation, and declaring said amendment to be advisable. The resolution setting forth the proposed amendment is as follows:

     RESOLVED, that the Certificate of Incorporation of FIS Foreclosure Solutions, Inc. be amended by changing Article 1 thereof so that, as amended, said Article shall be and read as follows:

     First: The name of this corporation is LPS Foreclosure Solutions, Inc.

SECOND: That in lieu of a meeting and vote of the sole stockholder, the sole stockholder has given unanimous written consent in favor of said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That said amendment was duly adopted in accordance with the provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

FOURTH: That the capital of said corporation shall not be reduced or changed under or by reason of said amendment.

     IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this July 15, 2008.

By:	/s/ Todd C. Johnson Authorized Officer
Name:	Todd C. Johnson
Title:	Executive Vice President, General Counsel and Corporate Secretary

PAGE 1

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “FIDELITY NATIONAL FORECLOSURE SOLUTIONS, INC.”, CHANGING ITS NAME FROM “FIDELITY NATIONAL FORECLOSURE SOLUTIONS, INC.” TO “FIS FORECLOSURE SOLUTIONS, INC.”, FILED IN THIS OFFICE ON THE TWENTY-FOURTH DAY OF JULY, A.D. 2007, AT 8 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE FRANCHISE TAXES HAVE BEEN PAID TO DATE.

     AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL REPORTS HAVE BEEN FILED TO DATE.

	Harriet Smith Windsor, Secretary of State
3476903 8100	AUTHENTICATION: 6051841 DATE: 10-04-07
071087141

State of Delaware

Secretary of State

Division of Corporations

Delivered 08:00 AM 07/24/2007

FILED 08:00 AM 07/24/2007

SRV 070849851 — 3476903 FILE

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST: That at a meeting of the Board of Directors of Fidelity National Foreclosure Solutions, Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “1” so that, as amended, said Article shall be and read as follows:

The name of the corporation (the “Corporation”) is FIS Foreclosure Solutions, Inc.

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 13th day of June, 2007.

By:	/s/ Todd C. Johnson Authorized Officer
Title:	SVP & Secretary
Name:	Todd C. Johnson
	Print or Type

PAGE 1

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “FIDELITY NATIONAL FORECLOSURE SOLUTIONS, INC.”, FILED IN THIS OFFICE ON THE FOURTH DAY OF JANUARY, A.D. 2002, AT 1:30 O’CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

	Harriet Smith Windsor, Secretary of State
	AUTHENTICATION: 1542157 DATE: 01-05-02
3476903 8100 020006755

FIDELITY NATIONAL FORECLOSURE SOLUTIONS, INC.

CERTIFICATE OF INCORPORATION

1.	The name of the corporation (the “Corporation”) is Fidelity National Foreclosure Solutions, Inc.
2.	The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.
3.	The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
4.	The total number of shares which the Corporation shall have authority to issue is 3,000 shares of common stock, par value $1.00 per share.
5.	The name and mailing address of each incorporator is as follows:

NAME	MAILING ADDRESS
Marjorie Nemzura	171 North Clark Street
	Chicago, Illinois 60601

6.	The corporation is to have perpetual existence.
7.	In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the bylaws of the Corporation.
8.	Elections of directors need not be by written ballot except and to the extent provided in the bylaws of the Corporation.

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 01:30 PM 01/04/2002

020006755 – 3476903

1

9. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

10. A. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of the State of Delaware is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware as so amended. Any repeal or modification of this Section (A) by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

B. (1) Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she or a person of whom he or she is the legal representative is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expenses, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise

2

taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided in subsection (2) of this Section (B) with respect to proceedings seeking to enforce rights to indemnification, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section (B) shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided however, that if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of an undertaking by or on behalf of such director or officer to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section (B) or otherwise.

(2) If a claim under subsection (1) of this Section (B) is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or

3

stockholders) that the claimant has not met such applicable standards of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

(3)	The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section (B) shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, bylaw, agreement, vote of stockholders or disinterested directors or otherwise.
(4)	The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability, loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware.
(5)	The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and rights to be paid by the Corporation the expenses incurred in defending any proceeding in advance of its final disposition, to any employee or agent of the Corporation to the fullest extent of the provisions of this Section (B) with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

          I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand on January 4, 2002.

/s/ Marjorie Nemzura Marjorie Nemzura

4

EX-3.50

Exhibit 3.50

EXHIBIT A

FIS FORECLOSURE SOLUTIONS, INC.

AMENDED AND RESTATED BYLAWS

Effective June 17, 2008

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office shall be in the State of Delaware.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Time and Place of Meetings. All meetings of the shareholders shall be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meetings. Annual meetings of shareholders shall beheld on the first Tuesday of April, if not a legal holiday, and if a legal holiday, then on the next business day following, or at such other date as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. At the annual meeting, the shareholders entitled to vote thereat shall elect a Board of Directors and transact such other business as may properly be brought before the meeting.

Section 3. Special Meetings. Special meetings of the shareholders, unless otherwise prescribed by statute or provided by the Articles of Incorporation or these bylaws, may be called by the President or the Board of Directors or by the holders of at least 10% of all shares entitled to vote at the meeting. Business conducted at any special meeting shall be confined to the purpose or purposes described in the notice thereof.

Section 4. Notice. Written or printed notice stating the place, day and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 calendar days (20 days in the case of

1

a meeting to approve a plan of merger or exchange) nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary or the officer or other person calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his or its address as it appears on the share transfer records of the Corporation, with postage prepaid.

Section 5. Quorum. A quorum shall be present at a meeting of shareholders if the holder or holders of a majority of the shares entitled to vote are present in person, represented by duly authorized representative in the case of a corporation or other legal entity or represented by proxy, unless otherwise provided in the Articles of Incorporation. Unless otherwise provided in the Articles of Incorporation or these bylaws, once a quorum is present at a duly constituted meeting of shareholders, the shareholders present or represented at the meeting may conduct such business as may be properly brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any shareholder present or represented shall not affect the presence of a quorum at the meeting. Unless otherwise provided in the Articles of Incorporation or these bylaws, the shareholders entitled to vote and present or represented at a meeting of shareholders at which a quorum is not present may adjourn the meeting until such time and to such place as may be determined by a vote of the holders of a majority of the shares represented at the meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be conducted which might have been conducted at the meeting as originally notified.

Section 6. Voting. With respect to any matter, other than the election of directors or a matter for which the affirmative vote of the holders of a specified portion of the shares is required by statute, the affirmative vote of the holders of a majority of the shares entitled to vote on that matter and represented at a meeting of shareholders at which a quorum is present shall be the act of the shareholders, unless otherwise provided in the Articles of Incorporation or these bylaws. Unless otherwise provided in the Articles of Incorporation of these bylaws, directors shall be elected by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present.

Section 7. Method of Voting. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the Articles of Incorporation provide for more or less than one vote per share or limit or deny voting rights to the holders of the shares of any class or series or as otherwise provided by statute. A shareholder may vote in person, by duly authorized representative in the case of a corporation or other legal entity or by proxy executed in writing by the shareholder or by his or its duly authorized attorney-in-fact. Each proxy shall be filed with the Secretary of the Corporation prior to the time of the meeting.

Section 8. Action Without Meeting. Unless otherwise provided in the Articles of Incorporation, any action required or permitted to be taken at any meeting of the

2

shareholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall have been signed by the holder or holders of all the shares entitled to vote with respect to the action that is the subject of the consent.

ARTICLE III

DIRECTORS

Section 1. Responsibilities. The powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, its Board of Directors.

Section 2. Number: Term. The number of directors shall be fixed from time to time by the Board of Directors or by the shareholders at the annual or a special meeting; provided, however, that no decrease in the number of directors shall have the effect of shortening the term of an incumbent director and in no event shall the number of directors be less than 2 nor more than 10. The directors shall be elected at the annual meeting of the shareholders, except as provided in Section 3 below. At each annual meeting, the holders of shares entitled to vote in the election of directors shall elect directors to hold office until the next succeeding annual meeting. Unless removed in accordance with the Articles of Incorporation or this Section, each director elected shall hold office for the term for which he is elected and until his successor shall have been elected and qualified. Directors need not be residents of the State of Delaware or shareholders of the Corporation. At any meeting of shareholders called expressly for that purpose, any director or the entire Board of Directors may be removed, with or without cause, by the affirmative vote of the holder or holders of a majority of the shares then entitled to vote at an election of directors.

Section 3. Vacancies: Increases. Any vacancy occurring in the Board of Directors (by death, resignation, removal or otherwise) may be filled by election at an annual or special meeting of shareholders called for that purpose, by the affirmative vote of a majority of the remaining directors then in office, though less than a quorum, or by a sole remaining director. Each director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual or special meeting of shareholders called for that purpose or by the Board of Directors for a term of office continuing only until the next election of one or more directors by the shareholders; provided, however, that the Board of Directors may not fill more than two such directorships during the period between any two successive annual meetings of shareholders.

Section 4. Place of meetings. Meetings of the Board of Directors, regular or special, may be held either within or without the State of Delaware.

3

Section 5. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and at such place as shall from time to time be determined by the Board-of Directors. Regular meetings of the Board of Directors may be held without notice.

Section 6. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of by the President and shall be called by the Secretary on the written request of at least two directors. Written notice specifying the time and place of special meetings shall be given to each director at least three days before the date of the meeting. Such notice may, but need not, specify the purpose or purposes of the meeting.

Section 7. Quorum: Majority Vote. At all meetings, a majority of the number of the directors fixed in the manner provided in these bylaws shall constitute a quorum for the transaction of business unless a greater number is specifically required by statute or provided in the Articles of Incorporation or these bylaws. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise specifically required by statute or provided in the Articles of Incorporation or these bylaws, in which case the express provision shall control. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 8. Minutes. The Board of Directors shall keep regular minutes of its proceedings. The minutes shall be placed in the minute book of the Corporation.

Section 9. Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees, each of which shall be comprised of one or more members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified members, at any meeting of that committee. Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these bylaws, shall have and may exercise all of the authority of the Board of Directors, except as otherwise provided by statute. The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 10. Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. Such minutes shall be place in the minute book of the Corporation.

Section 11. Action Without Meeting. Unless otherwise restricted by the Articles of Incorporation or these bylaws, any action required or permitted to be taken at a meeting of the Board of Directors or any committee may be taken without a meeting if a consent

4

in writing, setting forth the action so taken, is signed by all the members of the Board of Directors or committee, as the case may be. Such consent shall have the same forehand effect as a unanimous vote at a meeting.

ARTICLE IV

NOTICES

Section 1. Method. Whenever by statute, the Articles of Incorporation, these bylaws or otherwise, notice is required to be given to a director or shareholder, and no provision is made as to how the notice shall be given, it shall not be construed to be personal notice, but any such notice may be given: (a) in writing, by mail, postage prepaid, addressed to the director at the last address known by the Corporation for such director or shareholder at the address appearing on the share transfer records of the Corporation, or (b) in any other method permitted by law. Any notice required or permitted to be given by mail shall be deemed given at the time when the same is deposited in the United States mail.

Section 2. Waiver. Whenever by statute, the Articles of Incorporation or these bylaws, any notice is required to be given to a director or shareholder, a waiver thereof in writing, signed by the person or persons entitled to such notice, or in the case of a corporation or other legal entity by its duly authorized representative, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

ARTICLE V

OFFICERS

Section 1. Number. The officers of the Corporation shall consist of a President and a Secretary, each of whom shall be elected by the Board of Directors. The Board of Directors may also elect such other officers as they deem necessary or desirable, including a Chairman of the Board, a Treasurer, a Controller and one or more Vice Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and Assistant Controllers. All officers of the Corporation shall hold office at the pleasure of the Board of Directors. The same person may at the discretion of the Board of Directors, hold any two or more offices.

Section 2. Appointed Officers. The President may appoint such other officers, authorized signers, and agents as he shall deem necessary or desirable who shall hold their offices for such terms as the President shall determine.

Section 3. Removal. Any officer elected by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby.

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Section 4. Compensation. The compensation of all officers and agents of the Corporation who are also directors of the Corporation shall be fixed by the Board of Directors. The Board of Directors may delegate the power to fix the compensation of all other officers and agents of the Corporation to an officer of the Corporation.

Section 5. Duties. The officers of the Corporation, whether elected or appointed, shall have such authority and shall perform such duties as are customarily incident to their respective offices, or as may be specified from time to time by resolution of the Board of Directors regardless of whether such authority and duties are customarily incident to such office.

ARTICLE VI

CERTIFICATE OF STOCK

Every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of, the Corporation, by the President or the Vice President, and by the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation.

ARTICLE VII

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Each person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust or other enterprise or employee benefit plan (including he heirs, executors, administrators or estate of such person) shall be indemnified by the Corporation to the fullest extent that a corporation is required or permitted to grant indemnification to such person under the Delaware General Corporation Law, as the same exists or may hereafter be amended. Reasonable expenses incurred by a director, officer, employee or agent of the Corporation who was, is or is threatened to be made a named defendant or respondent in a proceeding shall be paid or reimbursed by the Corporation, in advance of the final disposition of the proceeding, to the maximum extent permitted under Alabama law, as the same exists or may hereafter be amended. The right to indemnification under this Article shall be a contract right. In the event of the death of any person having a right of indemnification under this Article, such right will inure to the benefit of his or her heirs, executors, administrators and personal representatives. The rights under this Article will not be exclusive of any other right which any person may have or hereinafter acquire under any statute, bylaw, resolution of shareholders of directors, agreement or otherwise.

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ARTICLE VIII

GENERAL PROVISIONS

Section 1. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 2. Fiscal Year. The fiscal year of the Corporations shall be fixed by resolution of the Board of Directors.

Section 3. Telephone and Similar Meetings. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, the shareholders, members of the Board of Directors or members of any committee of the Board of Directors may participate in and hold a meeting of such shareholders, the Board of Directors or committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meting is not lawfully called or convened.

Section 4. Distributions and Share Dividends. Subject to statute and any provision of the Articles of Incorporation, distributions in the form of cash or property or share dividends may be declared by the Board of Directors at any regular or special meeting.

Section 5. Amendment of Bylaws. Unless otherwise provided by law, the Articles of Incorporation or these bylaws, these bylaws may be altered, amended or repealed, or new bylaws may be adopted, by the shareholders or the Board of Directors, subject to the shareholders providing in amending, repealing or adopting a particular bylaw that it may not be amended or repealed by the Board of Directors.

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EX-3.51

Exhibit 3.51

State of Delaware

Secretary of State

Division of Corporations

Delivered 10:30 AM 11/09/2007

FILED 10:30 AM 11/09/2007

SRV 071207791 - 4456509 FILE

STATE of DELAWARE
LIMITED LIABILITY COMPANY
CERTIFICATE of FORMATION

• First: The name of the limited liability company is LPS IP Holding Company, LLC

• Second: The address of its registered office in the State of Delaware is 1209 Orange Street in the City of Wilmington. The name of its Registered agent at such address is Corporation Trust Company.

• Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                     .”)

• Fourth: (Insert any other matters the members determine to include herein.)

In Witness Whereof, the undersigned have executed this Certificate of Formation this 8th day of November, 2007.

By:	/s/ Todd C. Johnson Authorized Person(s)
Name:	Todd C. Johnson
	Typed or Printed

EX-3.52

Exhibit 3.52

LPS IP Holding Company, LLC
A Delaware Limited Liability Company

OPERATING AGREEMENT

November 12, 2007

     This Operating Agreement is adopted as of November 12, 2007, by Fidelity National Information Solutions, Inc., a Delaware corporation (the “Member”) in connection with the operation of LPS IP Holding Company, LLC, a Delaware limited liability company. Certain capitalized words used herein have the meanings set forth in Section 2 hereof.

1. ORGANIZATION

1.1	General. LPS IP Holding Company, LLC (the “Company”) was formed as a Delaware limited liability company by the execution and filing of the Certificate of Formation with the Delaware Secretary of State in accordance with the Act, and the rights and liabilities of the Member shall be as provided in such Act, as may be modified in this Agreement. In the event of a conflict between the provisions of the Act and the provisions of this Agreement, the provisions of this Agreement shall prevail unless the Act specifically provides that an operating agreement may not change the provision in question.
1.2	Business Purpose. The Company may engage in any lawful business activity in which a Delaware limited liability company may engage, as determined from time to time by the Member, except that the Company shall not engage in the trust company business or in the business of banking or insurance.
1.3	Name and Address of Company. The business of the Company shall be conducted under the name “LPS IP Holding Company, LLC”, and its initial principal office shall be located at the following address: 601 Riverside Avenue, Jacksonville, FL 32204. The principal office address may be changed from time to time as directed by the Member.
1.4	Term. The term of this Agreement shall be coterminous with the period of duration of the Company as provided in the Certificate, which is perpetual unless sooner terminated as provided in this Agreement.
1.5	Required Filings. The Member shall cause to be executed, filed, recorded, or published, such certificates and documents as may be required by this Agreement or by law in connection with the formation and operation of the Company.

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1.6	Registered Agent. The Company’s initial registered agent shall be as provided in the Certificate. The registered agent may be changed from time to time by the Member by causing the filing of the name of the new registered agent in accordance with the Act.
1.7	Tax Status. The Company shall be treated as a disregarded entity of the Member for federal and state income tax purposes.

2. DEFINITIONS

For purposes of this Agreement, the terms defined herein below shall have the following meaning unless the context clearly requires a different interpretation:

2.1	“Act” shall mean the Delaware Limited Liability Company Act, codified in the Delaware Statutes under Title 6, Section 18:101, et seq., as may be amended from time to time.
2.2	“Agreement” shall mean this Operating Agreement of the Company.
2.3	“Capital Contributions” shall mean the contributions to the capital of the Company by the Member, as provided in Section 3.1 hereof.
2.4	“Certificate” shall mean the Certificate of Formation of the Company filed with the Delaware Secretary of State, as may be amended from time to time.
2.5	“Company” shall refer to the limited liability company created pursuant to the Certificate as governed by this Agreement.
2.6	“Distributions” shall mean any cash (or property to the extent applicable) distributed to the Member arising from his ownership in the Company.
2.7	“Member” shall mean Fidelity National Information Solutions, Inc., a Delaware corporation.
2.8	“Net Income” and “Net Losses” shall mean the net income and net losses, respectively, of the Company as determined for federal income tax purposes.

3. CAPITAL

3.1	Capital Contributions. The Member may make contributions to the capital of the Company from time to time in its sole and absolute discretion.
3.2	Interest. The Member shall not receive interest on its contributions to the capital of the Company.

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4. FINANCIAL

4.1	Fiscal Year. The fiscal year of the Company shall end on December 31, unless the Member determines that some other fiscal year would be more appropriate and obtains the consent of the Internal Revenue Service to use that other fiscal year.
4.2	Expenses of the Company. The Company shall pay or reimburse to the Member any expenses incurred by the Member on behalf of the Company.
4.3	Net Income, Net Losses and Distribution. All Net Income and Net Losses shall be allocated to the Member. Cash and other assets shall be distributed at such times and in such amounts as determined by the Member in its sole discretion.

5. MANAGEMENT

5.1	Management of the Company. The operations and affairs of the Company shall be administered by the Member. The Member shall have all authority, rights, and powers conferred by law and those necessary or appropriate to carry out the purposes of the Company as set forth in Section 1.2.
5.2	Authority of the Member. The Member is an agent of the Company for the purpose of its business or affairs, and the act of the Member, including, but not limited to, the execution in the name of the Company, of any instrument, for the apparent purpose of carrying on in the usual way the business or affairs of the Company, binds the Company, unless the Member has, in fact, no authority to act for the Company in the particular matter and the person with whom the Member is dealing has actual knowledge of the fact that the member has no such authority.
5.3	Appointment and Duties of Officers.
(a)	Appointment of Officers. In connection with the management of the operations and affairs of the Company, the Member may, but is not required to, appoint officers of the Company. The officers of this Company may include a President, a Vice President, a Secretary, and a Chief Financial Officer. The Member, at its discretion, may also appoint such other officers, as it deems appropriate. Each officer shall exercise such powers and perform such duties as are prescribed herein or as determined by the Member. Any number of offices may be held by the same person. An officer need not be a Member of the Company.

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(b)	Term of Office. The Member may appoint officers to serve for any period of time that it deems appropriate. Each officer shall hold office and perform such duties appurtenant thereto until he or she shall resign or shall be removed or otherwise be disqualified to serve, or until a successor to such office is appointed upon the expiration of his or her term if a term is specified.
(c)	Removal and Resignation. Any officer may be removed, either with or without cause, by the Member or by any officer upon whom such power of removal may be conferred by the Member (subject, in each case, to the rights, if any, of an officer under any contract of employment). Any officer may resign at any time by giving written notice to the Member or to the Secretary of the Company, without prejudice, however, to the rights, if any, of the Company under any contract to which such officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
(d)	Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled, if at all, in the manner prescribed in this Agreement for regular appointments to such office.
(e)	President. The President shall be the Chief Executive Officer of the Company and shall, subject to the control of the Member, have general supervision, direction, and control of the business and officers of the Company.
(f)	Vice President. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Member or, if not ranked, the Vice President designated by the Member, shall perform all the duties of the President, and when so acting shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Member.
(g)	Secretary. The Secretary shall record or cause to be recorded, and shall keep or cause to be kept, at the Company’s principal executive office and such other place as the Member may order, a book of minutes of written actions taken by the Member. The Secretary shall keep, or cause to be kept, at the Company’s principal executive office (i) a current list of the full name and last known business or residence address of each Member and of each holder of an economic interest in the Company, together with the Capital Contribution and the Percentage Interest of each Member, (ii) a copy of the Certificate, and all amendments thereto, (iii) copies of the Company’s federal, state and local income tax or information returns and reports, if any, for the six most recent taxable years, (iv) a copy of this Agreement, and any amendments thereto, (v) copies of any written executed powers of attorney executed in relation to the Agreement and Certificate, (vi) copies of the financial statements of the Company, if any, for the six most recent fiscal years, and (vii) the books and records of the Company as

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they relate to the internal affairs of the Company for at least the current and past four fiscal years.

(h)

Chief Financial Officer. The Chief Financial Officer of the Company shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and Capital Accounts. The books of account shall at all reasonable times be open to inspection by the Member. The Chief Financial Officer shall deposit all monies and other valuables in the name and to the credit of the Company with such depositories as may be designated by the Member. The Chief Financial Officer shall disburse the funds of the Company as may be ordered by the Member, shall render to the President and the Member, whenever they request it, an account of all of his or her transactions as Chief Financial Officer and of the financial condition of the Company, and shall have such other powers and perform such other duties as may be prescribed by the Member.

6. LIABILITY OF THE MEMBER

6.1 Liability of Member. Except as specifically provided in the Act, the Member shall not be liable for the debts, liabilities, contracts, or any other obligations of the Company.

7. DISSOLUTION AND TERMINATION OF THE COMPANY

7.1 Events Causing Cancellation. Notwithstanding any provisions of the Act, the Company shall be dissolved and its affairs shall be wound up only upon the earliest to occur of the following events:

(a)	The written consent of the Member; or
(b)	Entry of a decree of judicial dissolution pursuant to the Act.

7.2

Certification of Dissolution. As soon as possible following the occurrence of any of the events specified in Section 7.1, the Member, or its legal representative, shall execute a Certificate of Cancellation in such form as shall be prescribed by the Delaware Secretary of State and file such Certificate as required by the Act.

7.3

Distribution on Dissolution. In the event of dissolution, the Member shall take full account of the Company’s assets and liabilities, shall liquidate the assets as promptly as is consistent with obtaining their fair value, or, if the assets cannot be sold, they shall be valued and distributed in kind, and shall apply and distribute the proceeds or assets in the following order: (a) To the payment of

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creditors of the Company; (b) To the creation of any reserves which the Member deems reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company; (c) To the repayment of any outstanding loans made by the Member to the Company; and (d) The remaining balance to the Member.

8. INDEMNIFICATION

8.1

General. The Company, its receiver or its trustee, shall indemnify, defend and save harmless the Member and officers of the Member and the Company from any claims, liability, loss or damage incurred by the Member by reason of any act performed or omitted to be performed by the Member in connection with the business of the Company, including costs and attorney’s fees and any amounts expended in the settlements of any claims of liability, loss or damage; provided that if the liability, loss or claim arises out of any action or inaction of the member: (a) the Member must have determined, in good faith, that its course of conduct was in the best interests of the Company; and (b) the action or inaction did not constitute fraud, breach of fiduciary duty, gross negligence or willful malfeasance by the Member; and, provided further, that the indemnification shall be recoverable only from the assets of the Company. The Company may, however purchase and pay for that insurance, including extended coverage liability and casualty and worker’s compensation, as would be customary for any person engaging in a similar business, and name the Member as additional or primary insured parties.

8.2

Advancement of Expenses. The Company shall advance all expenses incurred by the Member in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding referenced in Section 8.1 hereof. The Member shall repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that the Member is not entitled to be indemnified by the Company as authorized hereby. The advances to be made hereunder shall be paid by the Company to the Member within ten (10) days following delivery of a written request therefore by the Member to the Company.

9. MISCELLANEOUS

9.1	Binding on Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors and permitted assigns of the Member.
9.2	Severability. If any provision of this Agreement is declared by a court of competent jurisdiction to be void or unenforceable, such provision shall be deemed severed from the remainder of this Agreement and the balance of this Agreement shall remain in effect.

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9.3	Notices. All notices under this Agreement shall be in writing and shall be given to the person entitled thereto, by personal service, or by mail, first class postage prepaid and addressed to the address maintained by the Company for that person or at any other address that he or she specifies in writing.
9.4	Captions. Paragraph titles or captions contained in this Agreement are inserted only as a matter of convenient reference. The title and captions in no way define, limit, extend, or describe the scope of this Agreement nor the intent of any provision hereof.
9.5	Gender. Whenever required by the context, the masculine shall include the feminine and neuter genders, and vice versa; and the word “person” shall include a corporation, partnership, firm, or other form of association; the singular shall include the plural, and vice versa.
9.6	Choice of Law. Except as necessary to ensure compliance with the Act, this Agreement shall be construed under the laws of the State of Delaware as if this Agreement were executed in and to be performed entirely within the Delaware.

     IN WITNESS WHEREOF, the undersigned, being the sole member of LPS IP Holding Company, LLC, has executed this Operating Agreement as of the date first above written.

MEMBER

Fidelity National Information Solutions, Inc.

A Delaware corporation

By:	/s/ Todd C. Johnson Todd C. Johnson
	Senior Vice President and Secretary

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EX-3.53

Exhibit 3.53

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:11 PM 12/07/2007

FILED 03:11 PM 12/07/2007

SRV 071297996 — 4470399 FILE

STATE of DELAWARE
LIMITED LIABILITY COMPANY
CERTIFICATE of FORMATION

• First: The name of the limited liability company is LPS Management, LLC

• Second: The address of its registered office in the State of Delaware is 1209 Orange Street in the City of Wilmington. The name of its Registered agent at such address is The Corporation Trust Company

• Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                     .”)

• Fourth: (Insert any other matters the members determine to include herein.)

In Witness Whereof, the undersigned have executed this Certificate of Formation this 7th day of December, 2007.

By:	/s/ Todd C. Johnson
	Authorized Person(s)
Name:	Todd C. Johnson
	Typed or Printed

EX-3.54

Exhibit 3.54

LPS Management, LLC
A Delaware Limited Liability Company

OPERATING AGREEMENT

December 10, 2007

     This Operating Agreement is adopted as of December 10, 2007, by Residential Lending Services, Inc., a Delaware corporation (the “Member”) in connection with the operation of LPS Management, LLC, a Delaware limited liability company. Certain capitalized words used herein have the meanings set forth in Section 2 hereof.

1. ORGANIZATION

1.1	General. LPS Management, LLC (the “Company”) was formed as a Delaware limited liability company by the execution and filing of the Certificate of Formation with the Delaware Secretary of State in accordance with the Act, and the rights and liabilities of the Member shall be as provided in such Act, as may be modified in this Agreement. In the event of a conflict between the provisions of the Act and the provisions of this Agreement, the provisions of this Agreement shall prevail unless the Act specifically provides that an operating agreement may not change the provision in question.
1.2	Business Purpose. The Company may engage in any lawful business activity in which a Delaware limited liability company may engage, as determined from time to time by the Member, except that the Company shall not engage in the trust company business or in the business of banking or insurance.
1.3	Name and Address of Company. The business of the Company shall be conducted under the name “LPS Management, LLC”, and its initial principal office shall be located at the following address: 601 Riverside Avenue, Jacksonville, FL 32204. The principal office address may be changed from time to time as directed by the Member.
1.4	Term. The term of this Agreement shall be coterminous with the period of duration of the Company as provided in the Certificate, which is perpetual unless sooner terminated as provided in this Agreement.
1.5	Required Filings. The Member shall cause to be executed, filed, recorded, or published, such certificates and documents as may be required by this Agreement or by law in connection with the formation and operation of the Company.

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1.6	Registered Agent. The Company’s initial registered agent shall be as provided in the Certificate. The registered agent may be changed from time to time by the Member by causing the filing of the name of the new registered agent in accordance with the Act.
1.7	Tax Status. The Company shall be treated as a disregarded entity of the Member for federal and state income tax purposes.

2. DEFINITIONS

For purposes of this Agreement, the terms defined herein below shall have the following meaning unless the context clearly requires a different interpretation:

2.1	“Act” shall mean the Delaware Limited Liability Company Act, codified in the Delaware Statutes under Title 6, Section 18:101, et seq., as may be amended from time to time.
2.2	“Agreement” shall mean this Operating Agreement of the Company.
2.3	“Capital Contributions” shall mean the contributions to the capital of the Company by the Member, as provided in Section 3.1 hereof.
2.4	“Certificate” shall mean the Certificate of Formation of the Company filed with the Delaware Secretary of State, as may be amended from time to time.
2.5	“Company” shall refer to the limited liability company created pursuant to the Certificate as governed by this Agreement.
2.6	“Distributions” shall mean any cash (or property to the extent applicable) distributed to the Member arising from his ownership in the Company.
2.7	“Member” shall mean Residential Lending Services, Inc., a Delaware corporation.
2.8	“Net Income” and “Net Losses” shall mean the net income and net losses, respectively, of the Company as determined for federal income tax purposes.

3. CAPITAL

3.1	Capital Contributions. The Member may make contributions to the capital of the Company from time to time in its sole and absolute discretion.
3.2	Interest. The Member shall not receive interest on its contributions to the capital of the Company.

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4. FINANCIAL

4.1	Fiscal Year. The fiscal year of the Company shall end on December 31, unless the Member determines that some other fiscal year would be more appropriate and obtains the consent of the Internal Revenue Service to use that other fiscal year.
4.2	Expenses of the Company. The Company shall pay or reimburse to the Member any expenses incurred by the Member on behalf of the Company.
4.3	Net Income, Net Losses and Distribution. All Net Income and Net Losses shall be allocated to the Member. Cash and other assets shall be distributed at such times and in such amounts as determined by the Member in its sole discretion.

5. MANAGEMENT

5.1	Management of the Company. The operations and affairs of the Company shall be administered by the Member. The Member shall have all authority, rights, and powers conferred by law and those necessary or appropriate to carry out the purposes of the Company as set forth in Section 1.2.
5.2	Authority of the Member. The Member is an agent of the Company for the purpose of its business or affairs, and the act of the Member, including, but not limited to, the execution in the name of the Company, of any instrument, for the apparent purpose of carrying on in the usual way the business or affairs of the Company, binds the Company, unless the Member has, in fact, no authority to act for the Company in the particular matter and the person with whom the Member is dealing has actual knowledge of the fact that the member has no such authority.
5.3	Appointment and Duties of Officers.

(a) Appointment of Officers. In connection with the management of the operations and affairs of the Company, the Member may, but is not required to, appoint officers of the Company. The officers of this Company may include a President, a Vice President, a Secretary, and a Chief Financial Officer. The Member, at its discretion, may also appoint such other officers, as it deems appropriate. Each officer shall exercise such powers and perform such duties as are prescribed herein or as determined by the Member. Any number of offices may be held by the same person. An officer need not be a Member of the Company.

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(b)	Term of Office. The Member may appoint officers to serve for any period of time that it deems appropriate. Each officer shall hold office and perform such duties appurtenant thereto until he or she shall resign or shall be removed or otherwise be disqualified to serve, or until a successor to such office is appointed upon the expiration of his or her term if a term is specified.
(c)	Removal and Resignation. Any officer may be removed, either with or without cause, by the Member or by any officer upon whom such power of removal may be conferred by the Member (subject, in each case, to the rights, if any, of an officer under any contract of employment). Any officer may resign at any time by giving written notice to the Member or to the Secretary of the Company, without prejudice, however, to the rights, if any, of the Company under any contract to which such officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
(d)	Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled, if at all, in the manner prescribed in this Agreement for regular appointments to such office.
(e)	President. The President shall be the Chief Executive Officer of the Company and shall, subject to the control of the Member, have general supervision, direction, and control of the business and officers of the Company.
(f)	Vice President. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Member or, if not ranked, the Vice President designated by the Member, shall perform all the duties of the President, and when so acting shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Member.
(g)	Secretary. The Secretary shall record or cause to be recorded, and shall keep or cause to be kept, at the Company’s principal executive office and such other place as the Member may order, a book of minutes of written actions taken by the Member. The Secretary shall keep, or cause to be kept, at the Company’s principal executive office (i) a current list of the full name and last known business or residence address of each Member and of each holder of an economic interest in the Company, together with the Capital Contribution and the Percentage Interest of each Member, (ii) a copy of the Certificate, and all amendments thereto, (iii) copies of the Company’s federal, state and local income tax or information returns and reports, if any, for the six most recent taxable years, (iv) a copy of this Agreement, and any amendments thereto, (v) copies of any written executed powers of attorney executed in relation to the Agreement and Certificate, (vi) copies of the financial statements of the Company, if any, for the six most recent fiscal years, and (vii) the books and records of the Company as

4

they relate to the internal affairs of the Company for at least the current and past four fiscal years.

(h)

Chief Financial Officer. The Chief Financial Officer of the Company shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and Capital Accounts. The books of account shall at all reasonable times be open to inspection by the Member. The Chief Financial Officer shall deposit all monies and other valuables in the name and to the credit of the Company with such depositories as may be designated by the Member. The Chief Financial Officer shall disburse the funds of the Company as may be ordered by the Member, shall render to the President and the Member, whenever they request it, an account of all of his or her transactions as Chief Financial Officer and of the financial condition of the Company, and shall have such other powers and perform such other duties as may be prescribed by the Member.

6. LIABILITY OF THE MEMBER

6.1 Liability of Member. Except as specifically provided in the Act, the Member shall not be liable for the debts, liabilities, contracts, or any other obligations of the Company.

7. DISSOLUTION AND TERMINATION OF THE COMPANY

7.1 Events Causing Cancellation. Notwithstanding any provisions of the Act, the Company shall be dissolved and its affairs shall be wound up only upon the earliest to occur of the following events:

(a)	The written consent of the Member; or
(b)	Entry of a decree of judicial dissolution pursuant to the Act.

7.2

Certification of Dissolution. As soon as possible following the occurrence of any of the events specified in Section 7.1, the Member, or its legal representative, shall execute a Certificate of Cancellation in such form as shall be prescribed by the Delaware Secretary of State and file such Certificate as required by the Act.

7.3

Distribution on Dissolution. In the event of dissolution, the Member shall take full account of the Company’s assets and liabilities, shall liquidate the assets as promptly as is consistent with obtaining their fair value, or, if the assets cannot be sold, they shall be valued and distributed in kind, and shall apply and distribute the proceeds or assets in the following order: (a) To the payment of

5

creditors of the Company; (b) To the creation of any reserves which the Member deems reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company; (c) To the repayment of any outstanding loans made by the Member to the Company; and (d) The remaining balance to the Member.

8. INDEMNIFICATION

8.1

General. The Company, its receiver or its trustee, shall indemnify, defend and save harmless the Member and officers of the Member and the Company from any claims, liability, loss or damage incurred by the Member by reason of any act performed or omitted to be performed by the Member in connection with the business of the Company, including costs and attorney’s fees and any amounts expended in the settlements of any claims of liability, loss or damage; provided that if the liability, loss or claim arises out of any action or inaction of the member: (a) the Member must have determined, in good faith, that its course of conduct was in the best interests of the Company; and (b) the action or inaction did not constitute fraud, breach of fiduciary duty, gross negligence or willful malfeasance by the Member; and, provided further, that the indemnification shall be recoverable only from the assets of the Company. The Company may, however purchase and pay for that insurance, including extended coverage liability and casualty and worker’s compensation, as would be customary for any person engaging in a similar business, and name the Member as additional or primary insured parties.

8.2

Advancement of Expenses. The Company shall advance all expenses incurred by the Member in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding referenced in Section 8.1 hereof. The Member shall repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that the Member is not entitled to be indemnified by the Company as authorized hereby. The advances to be made hereunder shall be paid by the Company to the Member within ten (10) days following delivery of a written request therefore by the Member to the Company.

9. MISCELLANEOUS

9.1	Binding on Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors and permitted assigns of the Member.
9.2	Severability. If any provision of this Agreement is declared by a court of competent jurisdiction to be void or unenforceable, such provision shall be deemed severed from the remainder of this Agreement and the balance of this Agreement shall remain in effect.

6

9.3	Notices. All notices under this Agreement shall be in writing and shall be given to the person entitled thereto, by personal service, or by mail, first class postage prepaid and addressed to the address maintained by the Company for that person or at any other address that he or she specifies in writing.
9.4	Captions. Paragraph titles or captions contained in this Agreement are inserted only as a matter of convenient reference. The title and captions in no way define, limit, extend, or describe the scope of this Agreement nor the intent of any provision hereof.
9.5	Gender. Whenever required by the context, the masculine shall include the feminine and neuter genders, and vice versa; and the word “person” shall include a corporation, partnership, firm, or other form of association; the singular shall include the plural, and vice versa.
9.6	Choice of Law. Except as necessary to ensure compliance with the Act, this Agreement shall be construed under the laws of the State of Delaware as if this Agreement were executed in and to be performed entirely within the Delaware.

     IN WITNESS WHEREOF, the undersigned, being the sole member of LPS Management, LLC, has executed this Operating Agreement as of the date first above written.

MEMBER

Residential Lending Services, Inc.
A Delaware corporation

By:	/s/ Todd C. Johnson
	Todd C. Johnson
	Senior Vice President and Secretary

7

EX-3.55

Exhibit 3.55

PAGE 1

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “RESIDENTIAL LENDING SERVICES, INC.”, CHANGING ITS NAME FROM “RESIDENTIAL LENDING SERVICES, INC.” TO “LPS MORTGAGE PROCESSING SOLUTIONS, INC.”, FILED IN THIS OFFICE ON THE THIRTIETH DAY OF JULY, A.D. 2008, AT 5:42 O’CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

4471057 8100 080832667		Harriet Smith Windsor, Secretary of State AUTHENTICATION: 6763114
You may verify this certificate online		DATE: 07-30-08
at corp.delaware.gov/authver.shtml

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:37 PM 07/30/2008

FILED 05:42 PM 07/30/2008

SRV 080832667 – 4471057 FILE

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION

     Residential Lending Services, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

FIRST: That the directors of Residential Lending Services, Inc., by the written consent of its directors filed with the minutes of the board, adopted resolutions setting forth a proposed amendment of the Certificate of Incorporation of said corporation, and declaring said amendment to be advisable, The resolution setting forth the proposed amendment is as follows:

     RESOLVED, that the Certificate of Incorporation of Residential Lending Services, Inc. be amended by changing Article First thereof so that, as amended, said Article shall be and read as follows:

First: The name of the corporation is LPS Mortgage Processing Solutions, Inc.

SECOND: That in lieu of a meeting and vote of the sole stockholder, the sole stockholder has given unanimous written consent in favor of said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That said amendment was duly adopted in accordance with the provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

FOURTH: That the capital of said corporation shall not be reduced or changed under or by reason of said amendment.

     IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this July 28, 2008.

By:	/s/ Todd C. Johnson
	Authorized Officer
Name:	Todd C. Johnson
Title:	Executive Vice President, General Counsel
	and Corporate Secretary

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:13 PM 12/07/2007

FILED 03:13 PM 12/07/2007

SRV 071297985 – 4471057 FILE

STATE of DELAWARE
CERTIFICATE of INCORPORATION
A STOCK CORPORATION

•	First: The name of this Corporation is Residential Lending Services, Inc.
•	Second: Its registered office in the State of Delaware is to be located at 1209 Orange Street, in the City of Wilmington County of New Castle Zip Code 19801. The registered agent in charge thereof is The Corporation Trust Company.
	Third: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

• Fourth: The amount of the total stock of this corporation is authorized to issue is 1000 shares (number of authorized shares) with a par value of 0.0001000000 per share.

• Fifth: The name and mailing address of the incorporator are as follows:

Name Todd C. Johnson
Mailing Address
                              601 Riverside Avenue
                              Jacksonville, FL Zip Code 32204

• I, The Undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 7th day of December, A.D. 2007.

BY:	/s/ Todd C. Johnson
	(Incorporator)
NAME:	Todd C. Johnson
	(type or print)

EX-3.56

Exhibit 3.56

Residential Lending Services, Inc.

BYLAWS

Dated December 10, 2007

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office shall be in the State of Delaware.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Time and Place of Meetings. All meetings of the stockholders shall be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meetings. Annual meetings of stockholders shall be held on the first Tuesday of April, if not a legal holiday, and if a legal holiday, then on the next business day following, or at such other date as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. At the annual meeting, the stockholders entitled to vote thereat shall elect a Board of Directors and transact such other business as may properly be brought before the meeting.

Section 3. Special Meetings. Special meetings of the stockholders, unless otherwise prescribed by statute or provided by the Certificate of Incorporation or these bylaws, may be called by the President or the Board of Directors or by the holders of at least 10% of all shares entitled to vote at the meeting. Business conducted at any special meeting shall be confined to the purpose or purposes described in the notice thereof.

Section 4. Notice. Written or printed notice stating the place, day and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the

1

meeting is called, shall be delivered not less than 10 calendar days (20 days in the case of a meeting to approve a plan of merger or exchange) nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary or the officer or other person calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his or its address as it appears on the share transfer records of the Corporation, with postage prepaid.

Section 5. Quorum. A quorum shall be present at a meeting of stockholders if the holder or holders of a majority of the shares entitled to vote are present in person, represented by duly authorized representative in the case of a corporation or other legal entity or represented by proxy, unless otherwise provided in the Certificate of Incorporation. Unless otherwise provided in the Certificate of Incorporation or these bylaws, once a quorum is present at a duly constituted meeting of stockholders, the stockholders present or represented at the meeting may conduct such business as may be properly brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any shareholder present or represented shall not affect the presence of a quorum at the meeting. Unless otherwise provided in the Certificate of Incorporation or these bylaws, the stockholders entitled to vote and present or represented at a meeting of stockholders at which a quorum is not present may adjourn the meeting until such time and to such place as may be determined by a vote of the holders of a majority of the shares represented at the meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be conducted which might have been conducted at the meeting as originally notified.

Section 6. Voting. With respect to any matter, other than the election of directors or a matter for which the affirmative vote of the holders of a specified portion of the shares is required by statute, the affirmative vote of the holders of a majority of the shares entitled to vote on that matter and represented at a meeting of stockholders at which a quorum is present shall be the act of the stockholders, unless otherwise provided in the Certificate of Incorporation or these bylaws. Unless otherwise provided in the Certificate of Incorporation of these bylaws, directors shall be elected by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of stockholders at which a quorum is present.

Section 7. Method of Voting. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders, except to the extent that the Certificate of Incorporation provide for more or less than one vote per share or limit or deny voting rights to the holders of the shares of any class or series or as otherwise provided by statute. A shareholder may vote in person, by duly authorized representative in the case of a corporation or other legal entity or by proxy executed in writing by the shareholder or by his or its duly authorized attorney-in-fact. Each proxy shall be filed with the Secretary of the Corporation prior to the time of the meeting.

2

Section 8. Action Without Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at any meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall have been signed by the holder or holders of all the shares entitled to vote with respect to the action that is the subject of the consent.

ARTICLE III

DIRECTORS

Section 1. Responsibilities. The powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, its Board of Directors.

Section 2. Number; Term. The number of directors shall be no less than one (1) and no more than five (5). The number of directors shall be fixed from time to time by the Board of Directors or by the stockholders at the annual or a special meeting. No decrease in the number of directors shall have the effect of shortening the term of an incumbent director. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 3 below. At each annual meeting, the holders of shares entitled to vote in the election of directors shall elect directors to hold office until the next succeeding annual meeting. Unless removed in accordance with the Certificate of Incorporation or this Section, each director elected shall hold office for the term for which he is elected and until his successor shall have been elected and qualified. Directors need not be residents of the State of Delaware or stockholders of the Corporation. At any meeting of stockholders called expressly for that purpose, any director or the entire Board of Directors may be removed, with or without cause, by the affirmative vote of the holder or holders of a majority of the shares then entitled to vote at an election of directors.

Section 3. Vacancies; Increases. Any vacancy occurring in the Board of Directors (by death, resignation, removal or otherwise) may be filled by election at an annual or special meeting of stockholders called for that purpose, by the affirmative vote of a majority of the remaining directors then in office, though less than a quorum, or by a sole remaining director. Each director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual or special meeting of stockholders called for that purpose or by the Board of Directors for a term of office continuing only until the next election of one or more directors by the stockholders; provided, however, that the Board of Directors may not fill more than two such directorships during the period between any two successive annual meetings of stockholders.

3

Section 4. Place of meetings. Meetings of the Board of Directors, regular or special, may be held either within or without the State of Delaware.

Section 5. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and at such place as shall from time to time be determined by the Board of Directors. Regular meetings of the Board of Directors may be held without notice.

Section 6. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of by the President and shall be called by the Secretary on the written request of at least two directors. Written notice specifying the time and place of special meetings shall be given to each director at least three days before the date of the meeting. Such notice may, but need not, specify the purpose or purposes of the meeting.

Section 7. Quorum; Majority Vote. At all meetings, a majority of the number of the directors fixed in the manner provided in these bylaws shall constitute a quorum for the transaction of business unless a greater number is specifically required by statute or provided in the Certificate of Incorporation or these bylaws. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise specifically required by statute or provided in the Certificate of Incorporation or these bylaws, in which case the express provision shall control. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 8. Minutes. The Board of Directors shall keep regular minutes of its proceedings. The minutes shall be placed in the minute book of the Corporation.

Section 9. Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees, each of which shall be comprised of one or more members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified members, at any meeting of that committee. Any such committee, to the extent provided in such resolution or in the Certificate of Incorporation or these bylaws, shall have and may exercise all of the authority of the Board of Directors, except as otherwise provided by statute. The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 10. Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. Such minutes shall be place in the minute book of the Corporation.

4

Section 11. Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these bylaws, any action required or permitted to be taken at a meeting of the Board of Directors or any committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Board of Directors or committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting.

ARTICLE IV

NOTICES

Section 1. Method. Whenever by statute, the Certificate of Incorporation, these bylaws or otherwise, notice is required to be given to a director or shareholder, and no provision is made as to how the notice shall be given, it shall not be construed to be personal notice, but any such notice may be given: (a) in writing, by mail, postage prepaid, addressed to the director at the last address known by the Corporation for such director or shareholder at the address appearing on the share transfer records of the Corporation, or (b) in any other method permitted by law. Any notice required or permitted to be given by mail shall be deemed given at the time when the same is deposited in the United States mail.

Section 2. Waiver. Whenever by statute, the Certificate of Incorporation or these bylaws, any notice is required to be given to a director or shareholder, a waiver thereof in writing, signed by the person or persons entitled to such notice, or in the case of a corporation or other legal entity by its duly authorized representative, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

ARTICLE V

OFFICERS

Section 1. Number. The officers of the Corporation shall consist of a President and a Secretary, each of whom shall be elected by the Board of Directors. The Board of Directors may also elect such other officers as they deem necessary or desirable, including a Chairman of the Board, a Treasurer, a Controller and one or more Vice Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and Assistant Controllers. All officers of the Corporation shall hold office at the pleasure of the Board of Directors. The same person may, at the discretion of the Board of Directors, hold any two or more offices.

Section 2. Appointed Officers. The President or any Executive Vice President may appoint such officers and agents, other than the President and Secretary, as he shall deem

5

necessary or desirable, who shall hold their offices for such terms as the President or the Executive Vice President shall determine.

Section 3. Removal. Any officer elected by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby.

Section 4. Compensation. The compensation of all officers and agents of the Corporation who are also directors of the Corporation shall be fixed by the Board of Directors. The Board of Directors may delegate the power to fix the compensation of all other officers and agents of the Corporation to an officer of the Corporation.

Section 5. Duties. The officers of the Corporation, whether elected or appointed shall have such authority and shall perform such duties as are customarily incident to their respective offices, or as may be specified from time to time by resolution of the Board of Directors regardless of whether such authority and duties are customarily incident to such office.

ARTICLE VI

CERTIFICATE OF STOCK

     Every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of, the Corporation, by the President or any Vice President, and by the Secretary or any Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation.

ARTICLE VII

INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Each person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust or other enterprise or employee benefit plan (including he heirs, executors, administrators or estate of such person) shall be indemnified by the Corporation to the fullest extent that a corporation is required or permitted to grant indemnification to such person under the Delaware General Corporation Law, as the same exists or may hereafter be amended. Reasonable expenses incurred by a director, officer, employee or agent of the Corporation who was, is or is threatened to be made a named defendant or respondent in a proceeding shall be paid or reimbursed by the Corporation, in advance of the final disposition of the proceeding, to

6

the maximum extent permitted under Delaware law, as the same exists or may hereafter be amended. The right to indemnification under this Article shall be a contract right. In the event of the death of any person having a right of indemnification under this Article, such right will inure to the benefit of his or her heirs, executors, administrators and personal representatives. The rights under this Article will not be exclusive of any other right which any person may have or hereinafter acquire under any statute, bylaw, resolution of stockholders of directors, agreement or otherwise.

ARTICLE VIII

GENERAL PROVISIONS

     Section 1. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

     Section 2. Fiscal Year. The fiscal year of the Corporations shall be fixed by resolution of the Board of Directors.

     Section 3. Telephone and Similar Meetings. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the stockholders, members of the Board of Directors or members of any committee of the Board of Directors may participate in and hold a meeting of such stockholders, the Board of Directors or committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meting is not lawfully called or convened.

     Section 4. Distributions and Share Dividends. Subject to statute and any provision of the Certificate of Incorporation, distributions in the form of cash or property or share dividends may be declared by the Board of Directors at any regular or special meeting.

     Section 5. Amendment of Bylaws. Unless otherwise provided by law, the Certificate of Incorporation or these bylaws, these bylaws may be altered, amended or repealed, or new bylaws may be adopted, by the stockholders or the Board of Directors, subject to the stockholders providing in amending, repealing or adopting a particular bylaw that it may not be amended or repealed by the Board of Directors.

7

EX-3.57

Exhibit 3.57

PAGE 1

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THAT THE SAID “FIS FLOOD SERVICES, L.P.”, FILED A CERTIFICATE OF AMENDMENT, CHANGING ITS NAME TO “LPS NATIONAL FLOOD, LP”, THE EIGHTEENTH DAY OF AUGUST, A.D. 2008, AT 10:19 O’CLOCK A.M.

	Harriet Smith Windsor, Secretary of State
2509815             8320	AUTHENTICATION: 6797076 DATE: 08-18-08
080878738

You may verify this certificate online
at corp.delaware.gov/authver.shtml

PAGE 1

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “FIS FLOOD SERVICES, L.P.”, CHANGING ITS NAME FROM “FIS FLOOD SERVICES, L.P.” TO “LPS NATIONAL FLOOD, LP”, FILED IN THIS OFFICE ON THE EIGHTEENTH DAY OF AUGUST, A.D. 2008, AT 10:19 O’CLOCK A.M.

	Harriet Smith Windsor, Secretary of State
2509815          8100	AUTHENTICATION: 6797075 DATE: 08-18-08
0808878738

You may verify this certificate online
at corp. delaware.gov/authver.shtml

\

State of Delaware

Secretary of State

Division of Corporations

Delivered 10:24 AM 08/18/2008

FILED 10:19 AM 08/18/2008

SRV 080878738 — 2509815 FILE

STATE OF DELAWARE
AMENDMENT TO THE CERTIFICATE OF
LIMITED PARTNERSHIP

The undersigned, desiring to amend the Certificate of Limited Partnership pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:

FIRST: The name of the Limited Partnership is FIS Flood Services, L.P.

SECOND: Article 1.03 of the Certificate of Limited Partnership shall be amended as follows:

The name of the Limited Partnership is LPS National Flood, LP

IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership on this 8th day of August, A.D. 2008.

General Partner: FNIS Flood Group, LLC.
By	/s/ Todd C. Johnson
	General Partner(s)
	Todd C. Johnson, EVP, General
Name:	Counsel & Corporate Secretary
	Print or Type

PAGE 1

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THAT THE SAID “FNIS FLOOD SERVICES, L.P.”, FILED A CERTIFICATE OF AMENDMENT, CHANGING ITS NAME TO “FIS FLOOD SERVICES, L.P.”, THE TWENTY-FOURTH DAY OF JULY, A.D. 2007, AT 8 O’CLOCK A.M.

	Harriet Smith Windsor, Secretary of State
2509815   8320	AUTHENTICATION: 67970729 DATE: 08-18-08
080878732

You may verify this certificate online
at corp. delaware.gov/authver.shtml

State of Delaware

Secretary of State

Division of Corporations

Delivered 08:00 AM 07/24/2007

FILED 08:00 AM 07/24/2007

SRV 070849837 — 2509815 FILE

STATE OF DELAWARE
AMENDMENT TO THE CERTIFICATE OF
LIMITED PARTNERSHIP

The undersigned, desiring to amend the Certificate of Limited Partnership pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:

FIRST: The name of the Limited Partnership is FNIS Flood Services, L.P.

SECOND: Article 1 of the Certificate of Limited Partnership shall be amended as follows:

The name of the Limited Partnership is FIS Flood Services, L.P.

IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership on this 18th day of June , A.D. 2007.

FNIS Flood Group, LLC
By:	/s/ Todd C. Johnson
	General Partner(s)
Name:	Todd C. Johnson
	Print or Type

STATE OF DELAWARE
SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 04/01/2002

020207325 -2509815

FIDELITY NATIONAL FLOOD SERVICES, INC.

CERTIFICATE OF CONVERSION
FROM A CORPORATION TO A LIMITED PARTNERSHIP
PURSUANT TO SECTION 266
OF THE
DELAWARE GENERAL CORPORATION LAW

1.	The name of the corporation is Fidelity National Flood Services, Inc. The name under which the corporation was originally incorporated is National Flood Information Services, Inc.
2.	The date of which the original Certificate of Incorporation was filed with the Delaware Secretary of State is May 23, 1995.
3.	The name of the limited partnership into which the corporation is herein being converted is FNIS Flood Services, L.P.
4.	The conversion has been approved in accordance with the provisions of Section 266 of the Delaware General Corporation Law.

By:	/s/ Eric D. Swenson Authorized Officer
Name:	Eric D. Swenson

STATE OF DELAWARE
SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED O9:00 AM 04/01/2002

020207325 — 2509815

FNIS FLOOD SERVICES, L.P.

CERTIFICATE OF LIMITED PARTNERSHIP

     The undersigned, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, do hereby certify as follows:

I.	The name of the limited partnership is FNIS Flood Services, L.P.
II.	The address of the Partnership’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle. The name of the Partnership’s registered agent for service of process in the State of Delaware at such address is The Corporation Trust Company.
III.	The name and mailing address of each general partner is as follows:

Name	Mailing address
FNIS Flood Group, LLC	4050 Calle Real
	Santa Barbara,CA 93110

     IN WITNESS WHEREOF, the undersigned have executed this Certificate of Limited Partnership of FNIS Flood Services, L.P,

FNIS Flood Services, L.P.
By:	/s/ Eric D. Swenson
	FNIS Flood Group, LLC General Partner

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:30 PM 05/23/1995

950114506 — 2509815

CERTIFICATE OF INCORPORATION

OF

NATIONAL FLOOD INFORMATION SERVICES, INC.

A STOCK CORPORATION

     I, the undersigned, for the purpose of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, do hereby certify as follows:

     FIRST: The name of the corporation (the “Corporation”) is National Flood Information Services, Inc.

     SECOND: The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of the Corporation’s registered agent at such address is The Corporation Trust company.

     THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

     FOURTH: The total number of shares which the corporation shall have authority to issue is 1,000 shares of Common Stock, par value $0.01 per share.

     FIFTH: Elections of directors need not be by written ballot except and to the extent provided in the by-laws of the Corporation.

     SIXTH: To the full extent permitted by the General Corporation Law of the State of Delaware or any other applicable laws presently or hereafter in effect, no director of the Corporation shall be personally liable to the Corporation or its

stockholders for or with respect to any acts or omissions in the performance of his or her duties as a director of the Corporation. Any repeal or modification of this Article Sixth shall not adversely affect any right or protection of a director of the Corporation existing immediately prior to such repeal or modification.

     SEVENTH: Each person who is or was or had agreed to become a director or officer of the Corporation, or each such person who is or was serving or who had agreed to serve at the request of the Board of Directors or an officer of the Corporation as an employee or agent of the Corporation or as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including the heirs, executors, administrators or estate of such person), shall be indemnified by the Corporation to the full extent permitted by the General Corporation Law of the State of Delaware or any other applicable laws as presently or hereafter in effect. Without limiting the generality or the effect of the foregoing, the Corporation may enter into one or more agreements with any person which provide for indemnification greater or different than that provided in this Article. Any repeal or modification of this Article Seventh shall not adversely affect any right or protection existing hereunder immediately prior to such repeal or modification.

     EIGHTH: In furtherance and not in limitation of the rights, powers, privileges, and discretionary authority granted or conferred by the General Corporation Law of the State of

- 2 -

Delaware or other statutes or laws of the State of Delaware, the Board of Directors is expressly authorized to make, alter, amend or repeal the by-laws of the Corporation, without any action on the part of the stockholders, but the stockholders may make additional by-laws and may alter, amend or repeal any by-law whether adopted by them or otherwise. The Corporation may in its by-laws confer powers upon its Board of Directors in addition to the foregoing and in addition to the powers and authorities expressly conferred upon the Board of Directors by applicable law.

     NINTH: The Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed herein or by applicable law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to this reservation.

     TENTH: The name and mailing address of the incorporator is Gregory P. Wells, 2300 Trammell Crow Center, 2001 Ross Avenue, Dallas, Texas 75201.

     ELEVENTH: The names and mailing addresses of the persons who are to serve as directors of the Corporation until

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the first annual meeting of stockholders or until their successors are elected and qualified are as follows:

NAME	MAILING ADDRESS
Paul T. Sands, Jr.	171 North Clark Street
	32nd Floor
	Chicago, Illinois 60601

     IN WITNESS WHEREOF, I the undersigned, being the incorporator hereinabove named, do hereby execute this Certificate of Incorporation this 23rd day of May, 1995.

/s/ Gregory P. Wells  

Gregory P. Wells 

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EX-3.58

Exhibit 3.58

FNIS Flood Services, L.P.

Limited Partnership Agreement

     This Limited Partnership Agreement (the “Agreement”) is made this April 1, 2002, by and between FNIS Flood Group, LLC (the “General Partner”) and FNIS Flood of California, LLC (the “Limited Partner”). The General Partner and the Limited Partner are collectively referred to as the “Partners”.

Article I. The Partnership

1.01. Formation. The Partners hereby form a Limited Partnership (the “Partnership”) under and pursuant to the Delaware Revised Uniform Limited Partnership Act (the “Act”).

1.02.

Certificate of Limited Partnership. The General Partner shall immediately execute a Certificate of Limited Partnership and cause the certificate to be filed with the Office of the Secretary of State of the State of Delaware. Thereafter, from time to time, the General Partner shall execute and cause to be filed any original or amended certificates evidencing the formation and operation of this Partnership whenever required under the laws of the State of Delaware or of any other states where the Partnership shall undertake business.

1.03.

Name of the Partnership. The name of the Partnership shall be:

FNIS Flood Services, L.P.

The business of the Partnership shall be conducted under that name and under any variations of that name that may be necessary to comply with the laws of other states within which the Partnership may do business or make investments. The General Partner shall promptly execute and file with the proper offices in each state

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in which the Partnership may conduct its activities any certificate required by the state in connection with the use of a trade name or fictitious or assumed name.

1.04. Purpose of the Partnership. The purposes of the Partnership shall be to engage in a flood certification business nationwide. The Partnership shall possess and may exercise such powers as are necessary or convenient to the conduct, promotion, or attainment of the business, purposes, or activities of the Partnership.

1.05. Location of Principal Place of Business. The principal place of business shall be located at:

4050 Calle Real
Santa Barbara, CA 93110
Santa Barbara County, California

Additional places of business of the Partnership may be located elsewhere as determined by the General Partner.

1.06. Registered Office and Registered Agent. The initial registered agent and registered office of the Partnership shall be:

The Corporation Trust Company
1209 Orange Street
Wilmington, DE 19801
County of New Castle, Delaware

The Partnership may change the registered office and agent at any time.

1.07. Term of Partnership. The Partnership shall commence as of the date of filing of a Certificate of Limited Partnership with the office of the Secretary of State of the State of Delaware and shall continue in existence until dissolved in accordance with Article XIII of this Agreement.

Article II. Partners

2.01. Name and Addresses of Partners

a.	General Partner. The name and address of the General Partner of the Partnership are:
	FNIS Flood Group, LLC 4050 Calle Real Santa Barbara, CA 93110

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There are no other general partners of this Partnership and no other person or entity has any right to take part in the active management of the business affairs of the Partnership.

b. Limited Partners. The name and address of the Limited Partner of the Partnership are:

FNIS Flood of California, LLC
4050 Calle Real
Santa Barbara, CA 93110

	There are no other limited partners to the Partnership.
2.02.	Admission of Additional General Partners. Subject to any other provision of this Agreement, a person may be admitted as a general partner after the Certificate of Limited Partnership is filed only with the written consent of all General Partners and a majority in interest of the Limited Partners.
2.03.	Admission of Additional Limited Partners. Subject to any other provision of this Agreement, a person may be admitted as a Limited Partner after the Certificate of Limited Partnership is filed with the written consent of all General Partners and a majority in interest of the Limited Partners.
2.04.	Additional Partners Bound by Agreement. Before any person is admitted to the Partnership as a general partner or a limited partner, that person shall agree in writing to be bound by all the provisions of this Agreement.

Article III. Contributions of Capital

3.01.	Initial Contributions. The capital to be contributed initially to the Partnership by the Partners shall be in cash and in the sum set opposite each Partner’s name in Exhibit A. Each Partner shall be liable to the Partnership to contribute to the capital of the Partnership the full amount of its initial capital contribution.
3.02.	Future Contributions. No additional capital contributions shall be required unless all of the Partners consent in writing.

Article IV. Allocation of Profits and Losses and Distributions

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4.01.	Allocation of Profits and Losses. The amount of net profits and net losses of the Partnership to be allocated to and charged against each Partner shall be determined by the percentage set opposite each Partner’s name in Exhibit A.
4.02.	Definition of Profits and Losses. The term “profits” is defined to be income or gain of any kind that is actually received by the Partnership or that, because of generally accepted accounting procedures, must be deemed to have been received by the Partnership. The term “losses” is defined to be any deduction, expenditure, or charge that is actually incurred by the Partnership or that, because of generally accepted accounting procedures, must be deemed to have been incurred by the Partnership.
4.03.	Cash Distributions. Cash, when available, may be distributed by the General Partner to all Partners in the same ratio as profits and losses are shared. Cash distributions from the Partnership may be made by the General Partner to all Partners without regard to the profits or losses of the Partnership from operations, provided that no cash distributions shall be made that will impair the ability of the Partnership to pay its just debts as they mature. The General Partner shall determine when, if ever, cash distributions shall be made to the Partners, pursuant to the provisions of this Agreement. There shall be no obligation to return to the General Partner or the Limited Partner, or to any one of them, any part of their capital contributed to the Partnership, so long as the Partnership continues in existence. No Partner shall be entitled to any priority or preference over any other Partner as to cash distributions.
	No interest shall be paid to any Partner on the initial contributions to the capital of the Partnership or on any subsequent contributions of capital.

4.04. Distributions other than cash. No Partner shall have the right to receive property other than money on the distribution of profits. No Partner may be compelled to accept the distribution of any asset in kind from the Partnership in lieu of any distribution of money due that Partner.

Article V. Ownership of Partnership Property

5.01. Partnership Property. All real or personal property, including all improvements placed or located on it, acquired by the Partnership shall be owned by the Partnership, subject to the other terms and provisions of this Agreement. Each Partner expressly waives the right to require partition of any Partnership property or any part of it.

Article VI. Fiscal Matters

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6.01.	Partnership Accounting Year. The Partnership’s books and records and all required income tax returns shall be kept or made on the calendar year basis. The General Partner shall determine whether the cash or accrual method of accounting is to be used in keeping the Partnership records.
6.02.	Books and Records. The General Partner shall keep just and true books of account and all other Partnership records at the office of the Partnership and shall make them available to all Partners at any time during normal business hours. The copying by a Partner, or his or her designated agent, of all or any part of the records, at the expense of that Partner, is specifically authorized. Within ninety days after the close of each calendar year of the Partnership, the General Partner shall furnish to all Partners a year-end balance sheet for the Partnership and a full and detailed financial report on the business operations of the Partnership for and during the entire preceding year. The General Partner shall furnish to all Partners any additional information necessary to complete their federal and state income tax forms, including statements of the net distributable income or loss to each Partner from the operation of the Partnership. All of the above duties and services to be performed by the General Partner shall be deemed an expense of the Partnership.
6.03.	Partnership Bank Accounts. The General Partner shall receive all moneys of the Partnership and shall deposit the money in one or more Partnership banking accounts. All expenditures by the General Partner shall be made by checks drawn against the Partnership banking account.

Article VII. Management of Partnership Affairs

7.01. Control and Management. The General Partner shall have sole and exclusive control of the Partnership. Subject to any limitations expressly set forth in this Agreement, the General Partner shall have the authority to take all actions from time to time that they may deem to be necessary, appropriate, or desirable in connection with the management and conduct of the business and affairs of the Partnership, including without limitation the power to:

a.	Acquire or dispose of real property (including any interest in real property) for cash, securities, or other property, on any terms and conditions that the General Partner may, from time to time, determine;
b.	Acquire, own, hold, improve, manage, and lease property either alone or in conjunction with others through partnerships or other business associations;
c.	Finance the Partnership’s activities by borrowing money from third parties, on the terms and conditions that the General Partner deems appropriate. If money is borrowed for Partnership purposes, the General Partner is authorized to

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	pledge, mortgage, encumber, and grant security interests in Partnership properties for the repayment of the loans;
d.	Employ, retain or otherwise secure contracts with personnel or firms to assist with the management and general operation of the Partnership on terms and conditions that the General Partner deems advisable; and
e.	Take any and all other actions permitted under the Act that is customary or reasonably related to operating the Partnership.

7.02.	Restrictions on Limited Partners. The Limited Partner shall not have either the obligation or the right to take part, directly or indirectly, in the active management of the business, and no Limited Partner is authorized to perform any act in the name of or on behalf of either the General Partner or the Partnership. The Limited Partner is specifically prohibited from having any voice or taking part in the business affairs or business operations of the Partnership, directly or indirectly. The Limited Partner is specifically prohibited from doing any act that will cause the Limited Partner to be classified as a General Partner of the Partnership.
7.03.	Responsibility of General Partner. The General Partner shall exercise ordinary business judgment in managing the affairs of the Partnership. Unless fraud, deceit, or a wrongful taking is involved, the General Partner shall not be liable or obligated to the Limited Partner for any mistake of fact or judgment made by the General Partner in operating the business of the Partnership that results in any loss to the Partnership or its Partners. The General Partner does not in any way guarantee the return of the Limited Partner’s capital or a profit from the operations of the Partnership. Neither shall the General Partner be responsible to any Limited Partner because of a loss of investment or a loss in operations, unless it was occasioned by gross negligence, fraud, deceit, or a wrongful taking by the General Partner. The General Partner shall devote such attention and business capacity to the affairs of the Partnership as may be reasonably necessary. In this connection, the Partners acknowledge that the General Partner may serve as managers or general partners of other partnerships, continue to manage other partnerships, and engage in other distinct or related businesses.
7.04.	Authority for Use of Nominees. All Partners recognize that at times there are practical difficulties in doing business as a limited partnership, occasioned by outsiders seeking proof of the capacity of the General Partner to act for and on behalf of the Partnership, or by other reasons. Therefore, the Limited Partner specifically authorizes the General Partner to acquire all real and personal property, arrange all financing, enter contracts, and complete all other arrangements needed to effect the purposes of this Partnership, either in its own name or in the name of a nominee, without having to disclose the existence of this Partnership. If the General Partner decides to transact the Partnership business in its own name or in the name of a nominee, it shall place a written declaration of trust in the

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Partnership books and records that acknowledges the nominee’s capacity and acknowledges the Partnership’s status as the true or equitable owner.

7.05.

Removal of General Partner. Any General Partner may be removed by the affirmative vote of 95% in interest, not in number, of the Limited Partners. Written notice of the General Partner’s removal shall be served on it by certified mail. The notice shall set forth the date the removal is to be effective, which shall not be less than thirty days after the service of the notice on the General Partner. On the removal of the General Partner, the Limited Partners shall elect a new General Partner on the vote of over fifty percent (50%) in interest, not in number, of the Limited Partners, at a special meeting called for that purpose. The removal of a General Partner shall cause its interest in the Partnership to be converted to a Limited Partnership interest but shall not alter or change the rights or responsibilities set forth in Paragraphs 11.02 of this Agreement.

7.06.

Compensation of General Partner. The General Partner shall receive no compensation for acting as General Partner, but shall be entitled to reimbursement for any expenses paid by it arising out of the conduct of the business of the Partnership.

Article VIII. Liabilities

8.01	Liability of General Partner. Except as otherwise provided in this Agreement, the liability of the General Partner arising from carrying on the business affairs or operations of the Partnership or for the debts of the Partnership is unrestricted.
8.02	Liability of Limited_Partner. The liability of the Limited Partner with regard to the Partnership in all respects is restricted and limited to the amount of the capital contributions that the Limited Partner made, or agreed to make, to the Partnership. The Limited Partner cannot be assessed to make any additional capital contribution to the Partnership above that which the Limited Partner agrees to make to the Partnership. If additional capital contributions to the Partnership are required and are made by a General Partner, it shall not entitle the General Partner to a greater share of the profits or cash distributions of the Partnership than otherwise is provided for by this Agreement.
8.03	Loans to the Partnership. Nothing in this Agreement shall prevent or act against a Partner lending money to the Partnership on a promissory note or similar evidence of indebtedness, for a reasonable rate of interest. Any Partner lending money to the Partnership shall have the same rights regarding the loan as would any person or entity making the loan who was not a Partner of the Partnership.

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Article IX. Voting Rights of Partners

9.01	Voting Rights of General Partner. The General Partners shall have equal rights in the management and conduct of the Partnership business. Voting by the General Partners shall be per capita. Any difference arising with respect to the ordinary course of the Partnership business shall be decided by a majority of General Partners.
9.02	Voting Rights of Limited Partner. In addition to any other voting rights granted the Limited Partners under this Agreement, the Limited Partners shall have the right to vote per capita on the following matters:

a.	The dissolution and winding up of the Partnership;
b.	The incurrence, renewal, refinancing, or discharge of Partnership indebtedness;
c.	A change in the nature of Partnership business;
d.	The removal of a General Partner;
e.	An amendment to this Agreement.

9.03	Call and Notice of Meetings. Meetings of the Partners may be called at the written request of the General Partner or of Limited Partners representing more than twenty five percent (25%) in interest of Limited Partners. On receipt of the written request for a meeting on a specific date, the General Partner shall immediately give notice to all Partners entitled to vote, stating the time, place, and purpose of the meeting. The notice must be delivered to those entitled to it not less than ten (10) days prior to the meeting. Attendance of a Partner at a meeting shall constitute waiver of notice.
9.04	Quorum. At any duly held or called meeting of Partners, a majority in interest of the Partners represented in person or by proxy shall constitute a quorum.
9.05	Consent to Action without Meeting. Any action that may be taken at any meeting of the Partners may be taken without a meeting if a consent in writing setting forth the action so taken is signed by Partners having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Partners entitled to vote were present and voted.

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Article X. Prohibited Transactions

10.01. Prohibited Transactions. During the time of the organization or continuance of this Limited Partnership, no Partner shall do any one of the following:

a.	Use the name of the Partnership or any trademark or trade name adopted by the Partnership, except in the ordinary course of the Partnership’s business;
b.	Disclose to any non-partner any of the Partnership business practices, trade secrets, or any other information;
c.	Do any other act or deed with the intention of harming the business operations of the Partnership;
d.	Do any act contrary to this Agreement, except with the written approval of all Partners;
e.	Do any act that would make it impossible to carry on the intended or ordinary business of the Partnership;
f.	Abandon or wrongfully transfer or dispose of Partnership property, real or personal;
g.	Admit another person or entity as a Partner, except in accordance with this Agreement.

Further, the General Partner shall not use, directly or indirectly, the assets of the Partnership for any purpose other than carrying on the business of this Partnership, for the full and exclusive benefit of all Partners.

Article XI. Restrictions on Transfers

11.01. Conditions for Transfer. Except as set forth in this Article, no Limited Partner shall sell, assign, encumber, or otherwise dispose of any interest in the Partnership without the written consent of the General Partner.

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11.02. Permitted Sales.

a. In the event a Limited Partner receives a bona fide offer for the purchase of all or a part of its interest in the Partnership, the Limited Partner shall either refuse the offer or give the General Partners written notice setting forth full details of the offer. The notice, among other things, shall specify:

(1)	the name of the offeror,
(2)	the percentage interest in the Partnership covered by the offer,
(3)	the terms of payment, whether the offer is for cash or credit, and, if on credit, the time and interest rate, as well as any and all other consideration being received or paid in connection with the proposed transaction, and
(4)	any and all other terms, conditions, and details of the offer.

b.

On receipt of the notice of the offer, the General Partner shall have the exclusive right and option, exercisable at any time during a period of thirty days from the date of the notice, to purchase the interest in the Partnership covered by the offer in question, at the same price and on the same terms and conditions of the offer as set out in the notice. If the General Partner decides to exercise the option, it shall give written notification of that decision to the Limited Partner desiring to sell, and the sale and purchase shall be closed within thirty days. If the General Partner does not elect to exercise its option, the selling Limited Partner shall be so notified in writing and shall be free to sell the interest in the Partnership covered by the offer. The sale, if permitted, shall be made strictly on the terms and conditions and to the person described in the required notice.

c.

Any assignment made to anyone not already a Partner shall be effective only to give the assignee the right to receive the share of profits to which the assignor would otherwise be entitled, shall not relieve the assignor from liability under any agreement to make additional contributions to capital, shall not relieve the assignor from liability under the provisions of this Agreement, and shall not give the assignee the right to become a substituted Limited Partner. Neither the General Partner nor the Partnership shall be required to determine the tax consequences to an assigning Limited Partner or the assignee arising from an assignment of a Partnership interest. The Partnership shall continue with the same basis and capital amount for the assignee as was attributable to the former owner who assigned the Partnership interest. The Partnership interest of the General Partner cannot be assigned or transferred except by operation of law.

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Article XII. Voluntary Withdrawal of Partners

12.01.

Right of General Partner to Withdraw. A General Partner may voluntarily withdraw from the Partnership, effective as of the last day of any calendar year of the Partnership, by giving written notice to the other Partners. The withdrawal shall have the effect of terminating the Partnership as of the close of business on that day, unless the business is continued in accordance with Section 13.03 of this Agreement.

12.02.

Right of Limited Partner to Withdraw. A Limited Partner may voluntarily withdraw from the Partnership on not less than thirty days written notice to each General Partner at the General Partner’s address on the books of the Partnership.

Article XIII. Dissolution of the Partnership

13.01.	Dissolution and Winding Up. The Partnership shall be dissolved, and its affairs shall be wound up on the expiration of the term provided for the existence of the Partnership in Section 1.07, or on the occurrence of any of the events specified in Sections 13.02 and 13.03, whichever is first to occur.
13.02.	Dissolution on Consent. The Partnership shall be dissolved on any date specified in a consent to dissolution signed by (i) all General Partners and (ii) all Limited Partners.
13.03.	Dissolution on Withdrawal or Bankruptcy of General Partner. The voluntary withdrawal, or the bankruptcy, of one General Partner shall dissolve the Partnership unless there is an existing General Partner who is able and willing to continue the business of the Partnership. If there is no existing General Partner who is able and willing to continue the business of the Partnership, the voluntary withdrawal or bankruptcy of a General Partner shall result in the Partnership dissolving as of the close of business on the last day of the calendar year in which that event occurs unless within 90 days after the withdrawal or bankruptcy, all Partners agree in writing to continue the business of the Partnership and to the appointment of one or more additional General Partners if necessary or desired.
13.04.	Effect of a Dissolution of the Partnership. On the dissolution of the Partnership, regardless of how it is dissolved, the affairs of the Partnership shall be wound up by the General Partner. If for any reason there is no General Partner, or if the General Partner refuses to serve, or is incapable of serving, a majority in interest,

11

not in number, of the Limited Partners may appoint or designate a Trustee in Liquidation who shall serve to wind up the affairs of the Partnership. The Trustee in Liquidation need not be a commercial corporate trustee, does not have to be bonded, and may be a Limited Partner. Whoever serves to wind up the affairs of the Partnership, the liquidation procedure shall be as follows:

On the dissolution, the assets of the Partnership shall be applied as follows:

a.	To payment of the outstanding Partnership liabilities, although an appropriate reserve may be maintained in an amount determined by the General Partner or Trustee in Liquidation for any contingent liability until the contingent liability is satisfied;
b.	The balance of such reserve, if any, shall be distributed together with any other sum remaining after payment of the outstanding Partnership liabilities to the Partners as their interest appears on Exhibit A unless otherwise provided in this Article;
c.	At the time of the dissolution of the Partnership, no Partner shall be liable to the Partnership for the repayment of any deficit in his or her capital account resulting from the allocation of non-cash items such as depreciation to the Partner’s capital account, provided that any deficit resulting from cash withdrawals by the Partner shall be repaid to the Partnership and be available for distribution under this Article.

Nothing in this Agreement shall defeat the right of any Partner to require and to have a court-supervised winding-up, liquidation, and dissolution of the Partnership. No Partner shall be entitled to demand that a distribution be made to it in Partnership property, but the General Partners may make or direct property distributions to be made, using the property’s fair market value as of the time of distribution, as the basis for making the distribution.

Article XIV. Miscellaneous Provisions

14.01. Amendment. This Agreement may be amended or modified by the Partners from time to time but only by a written instrument executed by the Partners owning collectively at least ninety-five percent (95%) in interest, not in number, in the Partnership.

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14.02.	Notices. Except as may be otherwise specifically provided in this Agreement, all notices required or permitted under this Agreement shall be in writing and shall be deemed to be delivered when deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested, addressed to the parties at the respective addresses set forth on Exhibit A or at such other addresses as may have been specified by written notice delivered in accordance with this paragraph.
14.03.	Law to Apply. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.
14.04.	Other Instruments. The Partners covenant and agree that they will execute such other and further instruments and documents as are or may become necessary or convenient to effect and operate the Partnership created by this Agreement.
14.05.	Headings. The headings used in this Agreement are used for administrative purposes only and do not constitute substantive matter to be considered in construing the terms of this Agreement.
14.06.	Binding Agreement. This Agreement shall be binding on and inure to the benefit of the Partners and their respective heirs, executors, administrators, legal representatives, successors, and assigns where permitted by this Agreement.
14.07.	Prior Agreements Superseded. This Agreement supersedes any prior understandings or oral agreements among the Partners regarding the subject matter of this Agreement.
14.08.	Severability. If any provision contained in this Agreement for any reason is held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, which shall be construed as if the invalid, illegal, or unenforceable provision had never been contained in this Agreement.
14.09.	Counterparts. This Agreement may be executed in any number of counterparts and each of the counterparts shall for all purposes be deemed to be an original.
14.10.	Gender and Number. Whenever the context shall require, all words in this Agreement in the male gender shall be deemed to include the female and neuter genders, all singular words shall include the plural, and all plural words shall include the singular.

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     IN WITNESS WHEREOF, this Limited Partnership Agreement is executed as of the date first written above.

GENERAL PARTNER FNIS Flood Group, LLC
By:	/s/ Eric D. Swenson
	Eric D. Swenson, Manager
LIMITED PARTNER FNIS Flood of California, LLC
By:	/s/ Neil A. Johnson
	Neil A. Johnson, Manager

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EXHIBIT A

Fidelity National Flood Services, L.P., a Limited Partnership

		Initial	Percentage interest
General Partner	Address	Contribution	in profits and losses
FNIS Flood Group, LLC	4050 Calle Real Santa Barbara, CA 93110	$1,000.00		1	%

		Initial	Percentage interest
Limited Partner	Address	Contribution	in profits and losses
FNIS Flood of California, LLC	4050 Calle Real Santa Barbara, CA 93110	$1,000.00		99	%

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EX-3.59

Exhibit 3.59

PAGE 1          

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “FIDELITY NATIONAL LOAN PORTFOLIO SOLUTIONS, LLC”, CHANGING ITS NAME FROM “FIDELITY NATIONAL LOAN PORTFOLIO SOLUTIONS, LLC” TO “LPS PORTFOLIO SOLUTIONS, LLC”, FILED IN THIS OFFICE ON THE TWELFTH DAY OF AUGUST, A.D. 2008, AT 1:06 O’CLOCK P. M.

4335374 8100

080865660
You may verify this certificate online
at corp, delaware. gov/authver. shtml

Harriet Smith Windsor, Secretary of State
AUTHENTICATION: 6787360

DATE: 08-12-08

State of Delaware

Secretary of State

Division or Corporations

Delivered 01:59 PM 08/12/2008

FILED 01:06 PM 08/12/2008

SRV 080865660 — 4335374 FILE

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT

1. Name of Limited Liability Company: Fidelity National Loan Portfolio Solutions, LLC      

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

Article First is hereby amended to read as follows: The name of the limited liability company is LPS Portfolio Solutions, LLC

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 11th day of August, A.D. 2008.

By:	/s/ Todd C. Johnson
	Authorized Person(s)
Name:	Todd C. Johnson
	Print or Type
	Authorized Person

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:05 PM 04/16/2007

FILED 03:05 PM 04/15/2007

SRV 070438404 - 4335374 FILE

State of Delaware

Limited Liability Company

Certificate of Formation

• First: The name of the limited liability company is: Fidelity National Loan Portfolio Solutions, LLC.

• Second: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The Corporation Trust Company.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this April 10, 2007.

By:	/s/ Todd C. Johnson
	Authorized Person
Name:	Todd C. Johnson

EX-3.60

Exhibit 3.60

Fidelity National Loan Portfolio Solutions, LLC
A Delaware Limited Liability Company

OPERATING AGREEMENT

April 16, 2007

          This Operating Agreement is adopted as of April 16, 2007, by Fidelity National Foreclosure Solutions, Inc., a Delaware corporation (the “Member”) in connection with the operation of Fidelity National Loan Portfolio Solutions, LLC, a Delaware limited liability company. Certain capitalized words used herein have the meanings set forth in Section 2 hereof.

1. ORGANIZATION

1.1	General. Fidelity National Loan Portfolio Solutions, LLC (the “Company”) was formed as a Delaware limited liability company by the execution and filing of the Certificate of Formation with the Delaware Secretary of State in accordance with the Act, and the rights and liabilities of the Member shall be as provided in such Act, as may be modified in this Agreement. In the event of a conflict between the provisions of the Act and the provisions of this Agreement, the provisions of this Agreement shall prevail unless the Act specifically provides that an operating agreement may not change the provision in question.
1.2	Business Purpose. The Company may engage in any lawful business activity in which a Delaware limited liability company may engage, as determined from time to time by the Member, except that the Company shall not engage in the trust company business or in the business of banking or insurance.
1.3	Name and Address of Company. The business of the Company shall be conducted under the name “Fidelity National Loan Portfolio Solutions, LLC”, and its initial principal office shall be located at the following address: 601 Riverside Avenue, Jacksonville, FL 32204. The principal office address may be changed from time to time as directed by the Member.
1.4	Term. The term of this Agreement shall be coterminous with the period of duration of the Company as provided in the Certificate, which is perpetual unless sooner terminated as provided in this Agreement.
1.5	Required Filings. The Member shall cause to be executed, filed, recorded, or published, such certificates and documents as may be required by this Agreement or by law in connection with the formation and operation of the Company.

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1.6	Registered Agent. The Company’s initial registered agent shall be as provided in the Certificate. The registered agent may be changed from time to time by the Member by causing the filing of the name of the new registered agent in accordance with the Act.
1.7	Tax Status. The Company shall be treated as a disregarded entity of the Member for federal and state income tax purposes.

2. DEFINITIONS

For purposes of this Agreement, the terms defined herein below shall have the following meaning unless the context clearly requires a different interpretation:

2.1	“Act” shall mean the Delaware Limited Liability Company Act, codified in the Delaware Statutes under Title 6, Section 18:101, et seq., as may be amended from time to time.
2.2	“Agreement” shall mean this Operating Agreement of the Company.
2.3	“Capital Contributions” shall mean the contributions to the capital of the Company by the Member, as provided in Section 3.1 hereof.
2.4	“Certificate” shall mean the Certificate of Formation of the Company filed with the Delaware Secretary of State, as may be amended from time to time.
2.5	“Company” shall refer to the limited liability company created pursuant to the Certificate as governed by this Agreement.
2.6	“Distributions” shall mean any cash (or property to the extent applicable) distributed to the Member arising from his ownership in the Company.
2.7	“Member” shall mean Fidelity National Foreclosure Solutions, Inc., a Delaware corporation
2.8	“Net Income” and “Net Losses” shall mean the net income and net losses, respectively, of the Company as determined for federal income tax purposes.

3. CAPITAL

3.1 Capital Contributions. The Member may make contributions to the capital of the Company from time to time in its sole and absolute discretion.

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3.2 Interest. The Member shall not receive interest on its contributions to the capital of the Company.

4. FINANCIAL

4.1	Fiscal Year. The fiscal year of the Company shall end on December 31, unless the Member determines that some other fiscal year would be more appropriate and obtains the consent of the Internal Revenue Service to use that other fiscal year.
4.2	Expenses of the Company. The Company shall pay or reimburse to the Member any expenses incurred by the Member on behalf of the Company.
4.3	Net Income, Net Losses and Distribution. All Net Income and Net Losses shall be allocated to the Member. Cash and other assets shall be distributed at such times and in such amounts as determined by the Member in its sole discretion.

5. MANAGEMENT

5.1	Management of the Company. The operations and affairs of the Company shall be administered by the Member. The Member shall have all authority, rights, and powers conferred by law and those necessary or appropriate to carry out the purposes of the Company as set forth in Section 1.2.
5.2	Authority of the Member. The Member is an agent of the Company for the purpose of its business or affairs, and the act of the Member, including, but not limited to, the execution in the name of the Company, of any instrument, for the apparent purpose of carrying on in the usual way the business or affairs of the Company, binds the Company, unless the Member has, in fact, no authority to act for the Company in the particular matter and the person with whom the Member is dealing has actual knowledge of the fact that the member has no such authority.
5.3	Appointment and Duties of Officers.

(a) Appointment of Officers. In connection with the management of the operations and affairs of the Company, the Member may, but is not required to, appoint officers of the Company. The officers of this Company may include a President, a Vice President, a Secretary, and a Chief Financial Officer. The Member, at its discretion, may also appoint such other officers, as it deems appropriate. Each officer shall exercise such powers and perform such duties as are prescribed

3

	herein or as determined by the Member. Any number of offices may be held by the same person. An officer need not be a Member of the Company.
(b)	Term of Office. The Member may appoint officers to serve for any period of time that it deems appropriate. Each officer shall hold office and perform such duties appurtenant thereto until he or she shall resign or shall be removed or otherwise be disqualified to serve, or until a successor to such office is appointed upon the expiration of his or her term if a term is specified.
(c)	Removal and Resignation. Any officer may be removed, either with or without cause, by the Member or by any officer upon whom such power of removal may be conferred by the Member (subject, in each case, to the rights, if any, of an officer under any contract of employment). Any officer may resign at any time by giving written notice to the Member or to the Secretary of the Company, without prejudice, however, to the rights, if any, of the Company under any contract to which such officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
(d)	Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled, if at all, in the manner prescribed in this Agreement for regular appointments to such office.
(e)	President. The President shall be the Chief Executive Officer of the Company and shall, subject to the control of the Member, have general supervision, direction, and control of the business and officers of the Company.
(f)	Vice President. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Member or, if not ranked, the Vice President designated by the Member, shall perform all the duties of the President, and when so acting shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Member.
(g)	Secretary. The Secretary shall record or cause to be recorded, and shall keep or cause to be kept, at the Company’s principal executive office and such other place as the Member may order, a book of minutes of written actions taken by the Member. The Secretary shall keep, or cause to be kept, at the Company’s principal executive office (i) a current list of the full name and last known business or residence address of each Member and of each holder of an economic interest in the Company, together with the Capital Contribution and the Percentage Interest of each Member, (ii) a copy of the Certificate, and all amendments thereto, (iii) copies of the Company’s federal, state and local income tax or information returns and reports, if any, for the six most recent taxable years, (iv) a copy of this Agreement, and any amendments thereto, (v) copies of any written executed powers of attorney executed in relation to the Agreement

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and Certificate, (vi) copies of the financial statements of the Company, if any, for the six most recent fiscal years, and (vii) the books and records of the Company as they relate to the internal affairs of the Company for at least the current and past four fiscal years.

(h) Chief Financial Officer. The Chief Financial Officer of the Company shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and Capital Accounts. The books of account shall at all reasonable times be open to inspection by the Member. The Chief Financial Officer shall deposit all monies and other valuables in the name and to the credit of the Company with such depositories as may be designated by the Member. The Chief Financial Officer shall disburse the funds of the Company as may be ordered by the Member, shall render to the President and the Member, whenever they request it, an account of all of his or her transactions as Chief Financial Officer and of the financial condition of the Company, and shall have such other powers and perform such other duties as may be prescribed by the Member.

6. LIABILITY OF THE MEMBER

6.1 Liability of Member. Except as specifically provided in the Act, the Member shall not be liable for the debts, liabilities, contracts, or any other obligations of the Company.

7. DISSOLUTION AND TERMINATION OF THE COMPANY

7.1 Events Causing Cancellation. Notwithstanding any provisions of the Act, the Company shall be dissolved and its affairs shall be wound up only upon the earliest to occur of the following events:

(a)	The written consent of the Member; or
(b)	Entry of a decree of judicial dissolution pursuant to the Act.

7.2	Certification of Dissolution. As soon as possible following the occurrence of any of the events specified in Section 7.1, the Member, or its legal representative, shall execute a Certificate of Cancellation in such form as shall be prescribed by the Delaware Secretary of State and file such Certificate as required by the Act.
7.3	Distribution on Dissolution. In the event of dissolution, the Member shall take full account of the Company’s assets and liabilities, shall liquidate the assets as promptly as is consistent with obtaining their fair value, or, if the assets cannot

5

be sold, they shall be valued and distributed in kind, and shall apply and distribute the proceeds or assets in the following order: (a) To the payment of creditors of the Company; (b) To the creation of any reserves which the Member deems reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company; (c) To the repayment of any outstanding loans made by the Member to the Company; and (d) The remaining balance to the Member.

8. INDEMNIFICATION

8.1

General. The Company, its receiver or its trustee, shall indemnify, defend and save harmless the Member and officers of the Member and the Company from any claims, liability, loss or damage incurred by the Member by reason of any act performed or omitted to be performed by the Member in connection with the business of the Company, including costs and attorney’s fees and any amounts expended in the settlements of any claims of liability, loss or damage; provided that if the liability, loss or claim arises out of any action or inaction of the member: (a) the Member must have determined, in good faith, that its course of conduct was in the best interests of the Company; and (b) the action or inaction did not constitute fraud, breach of fiduciary duty, gross negligence or willful malfeasance by the Member; and, provided further, that the indemnification shall be recoverable only from the assets of the Company. The Company may, however purchase and pay for that insurance, including extended coverage liability and casualty and worker’s compensation, as would be customary for any person engaging in a similar business, and name the Member as additional or primary insured parties.

8.2

Advancement of Expenses. The Company shall advance all expenses incurred by the Member in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding referenced in Section 8.1 hereof. The Member shall repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that the Member is not entitled to be indemnified by the Company as authorized hereby. The advances to be made hereunder shall be paid by the Company to the Member within ten (10) days following delivery of a written request therefore by the Member to the Company.

9. MISCELLANEOUS

9.1	Binding on Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors and permitted assigns of the Member.
9.2	Severability. If any provision of this Agreement is declared by a court of competent jurisdiction to be void or unenforceable, such provision shall be

6

deemed severed from the remainder of this Agreement and the balance of this Agreement shall remain in effect.

9.3	Notices. All notices under this Agreement shall be in writing and shall be given to the person entitled thereto, by personal service, or by mail, first class postage prepaid and addressed to the address maintained by the Company for that person or at any other address that he or she specifies in writing.
9.4	Captions. Paragraph titles or captions contained in this Agreement are inserted only as a matter of convenient reference. The title and captions in no way define, limit, extend, or describe the scope of this Agreement nor the intent of any provision hereof.
9.5	Gender. Whenever required by the context, the masculine shall include the feminine and neuter genders, and vice versa; and the word “person” shall include a corporation, partnership, firm, or other form of association; the singular shall include the plural, and vice versa.
9.6	Choice of Law. Except as necessary to ensure compliance with the Act, this Agreement shall be construed under the laws of the State of Delaware as if this Agreement were executed in and to be performed entirely within the Delaware.

     IN WITNESS WHEREOF, the undersigned, being the sole member of Fidelity National Loan Portfolio Solutions, LLC, has executed this Operating Agreement as of the date first above written.

MEMBER

Fidelity National Foreclosure Solutions, Inc.
A Delaware corporation

By:	/s/ Todd C. Johnson
	Todd C. Johnson
	Senior Vice President and Secretary

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EX-3.61

Exhibit 3.61

LRT RECORD SERVICES, INC.

12001 N. Central Expressway, Suite 800

Dallas, Texas 75243

MORTON C. SWICHKOW

(Registered Agent)

FILING FEE: $310.00

EXISTENCE: PERPETUAL

FILED IN THE OFFICE OF

THE

SECRETARY OF STATE

THE                      DAY OF                     , 1991

CHARTER NO.                     

LEDGER NO.                     

ARTICLES OF INCORPORATION
Page 1 of 8 Pages

(STAMP)

ARTICLES OF INCORPORATION

OF

LRT RECORD SERVICES, INC..

     I, the undersigned natural person of the age of twenty-one years or more, a citizen of the State of Texas, acting as incorporator of a corporation under the Texas Business Corporation Act, do hereby adopt the following Articles of Incorporation:

ARTICLE I.

     The name of this corporation is LRT RECORD SERVICES, INC..

ARTICLE II.

     The period of its duration is perpetual.

ARTICLE III.

     The purpose or purposes for which the corporation is organized are:

(A) To purchase, receive by way of gift, subscribe for, invest in, and in all other ways acquire, import, lease, possess, maintain, handle on consignment, own, hold for investment or otherwise use, enjoy, exercise, operate, manage, conduct, perform, make, borrow, contract in respect of, trade and deal in, sell, exchange, let, lend, export, mortgage, pledge, deed in trust, hypothecate, encumber, transfer, assign and in all other ways dispose of, design, develop, invent, improve, equip, repair, alter, fabricate, assemble, build, construct, operate, manufacture, plant, cultivate, produce, market, and in all other ways

ARTICLES OF INCORPORATION
Page 2 of 8 Pages

(whether like or unlike any of the foregoing), deal in and with property of every kind and character, real, personal, or mixed, tangible or intangible, wherever situated and however held, including, but not limited to, money, credits, chooses in action, securities, stocks, bonds, warrants, script, certificates, debentures, mortgages, notes, commercial paper and other obligations and evidences of interest in or indebtedness of any person, firm, or corporation, foreign or domestic, or of any government or subdivision or agency thereof, documents of title, and accompanying rights, and every other kind and character of personal property, real property (improved or unimproved), and the products and avails thereof, including, but not limited to, mineral, oil, gas and water rights, all or any part of any going business and its incidents, franchises, subsidies, charters, concessions, grants, rights, powers, or privileges, granted or conferred by any government or subdivision or agency thereof, and any interest in or part of any of the foregoing, and to exercise in respect thereof all of the rights, powers, privileges, and immunities of individual owners or holders thereof.

(B)

To maintain, service, lease, repair, improve, buy, sell, manufacture, refine, develop, lease, trade, take or give on consignment for, invest in, and otherwise to deal generally, either retail, wholesale, or as a manufacturer or as distributor of personal property or goods of every description and related items, and render any other services of any kind or character to effect the manufacture or distribution thereof, or otherwise.

ARTICLES OF INCORPORATION
Page 3 of 8 Pages

(C)	To advertise or hold itself out as being engaged in the service business as regards: title abstract research.
(D)	To engage in any and all lawful business for which corporations may be incorporated under the Business Corporation Act.
(E)	To manufacture, produce, process, refine, develop, exploit, purchase or otherwise acquire, handle, distribute, sell, market and generally deal and trade in and with goods, wares, merchandise, articles of commerce and personal property of every kind, nature and description.
(F)	To erect, own, operate, manage, use or lease, in whole or in part any building or other structure located on real property owned by the corporation, not prohibited by Part 4 of the Texas Miscellaneous Corporation Laws Act.
(G)	To do everything necessary, proper, advisable, or convenient for the accomplishment of the purposes set forth, and to do all other things incident thereto or in connection therewith, which are not forbidden by the Texas Business Corporation Act, or other laws, or by these Articles of Incorporation, subject to Part 4, Texas Miscellaneous Corporation Laws Act.
(H)	To enter into any lawful arrangements for sharing profits and/or losses in any transaction or transactions, and to aid, promote, and organize other corporations.
(I)	To have and to exercise all rights and powers that are now or may hereafter be granted to a corporation by law.

ARTICLES OF INCORPORATION
Page 4 of 8 Pages

(J)	To promote or aid in any manner, financially or otherwise, any person, firm, association, or corporation.
(K)	To carry out the purposes hereinabove set forth in any State, Territory, District or Possession of the United States, or any foreign country, to the extent that such purposes are not forbidden by the laws of such State, Territory, District or Possession of the United States or by such foreign country.

     The foregoing shall be construed as objects, purposes and powers and the enumeration thereof shall not be held to limit or restrict in any manner the powers now or hereafter conferred on this corporation by the laws of the State of Texas.

     The objects, purposes and powers specified herein shall except as otherwise expressed, be in no way limited or restricted by reference to or inference from the terms of any other clause or paragraph of these articles. The objects, purposes and powers specified in each of the clauses or paragraphs of these Articles of Incorporation shall be regarded as independent objects, purposes or powers.

     The Corporation may in its By-laws confer powers, not in conflict with law, upon its Directors in addition to the foregoing and in addition to the powers and authorities expressly conferred upon them by statute.

ARTICLE IV.

     The aggregate number of shares which the corporation shall have authority to issue is ONE HUNDRED THOUSAND (100,000) shares of common stock without par value.

ARTICLES OF INCORPORATION
Page 5 of 8 Pages

     Shares of common stock when issued shall be fully paid and non-assessable and no shareholder shall have any obligation or liability of any kind to any creditor of the corporation by reason of his ownership of such shares.

ARTICLE V.

     The Board of Directors shall have the power to adopt the initial By-Laws for this Corporation and in addition to the shareholders, shall have the further power to repeal, make and/or amend the By-Laws of this Corporation in such manner and in accordance with such procedure as may be provided in said By-Laws, so long as said action is not in contravention of any Article of Incorporation herein.

ARTICLE VI.

     The corporation will not commence business until it has received for the issuance of its shares consideration of the value of ONE THOUSAND ($1,000.00) DOLLARS, consisting of money, labor done or property actually received.

ARTICLE VII.

     The post office address of this corporation’s initial registered office is 12001 NORTH CENTRAL EXPRESSWAY, SUITE 800, DALLAS, TEXAS 75243 and the name of the corporation’s initial registered agent at such address is MORTON C. SWICHKOW.

ARTICLE VIII.

     The number of directors constituting the initial Board of Directors is TWO (2)

ARTICLES OF INCORPORATION
Page 6 of 8 Pages

and the names and addresses of the persons who are to serve as Directors until the first annual meeting of the shareholders or until their successor is elected and qualified is as follows:

WILLIAM P. FOLEY, II
2100 SOUTH EAST MAIN STREET
SUITE 400
IRVINE, CALIFORNIA 92714

FRANK P. WILLEY
2100 SOUTH EAST MAIN STREET
SUITE 400
IRVINE, CALIFORNIA 92714

ARTICLE IX.

     The name and address of the person who is to serve as the incorporator is: MORTON C. SWICHKOW, 12001 NORTH CENTRAL EXPRESSWAY, SUITE 800, DALLAS, TEXAS 75243.

     IN WITNESS WHEREOF, I have hereunto set my hand this 4^th day of FEBRUARY, 1991.

/s/ Morton C. Swichkow

MORTON C. SWICHKOW

ARTICLES OF INCORPORATION
Page 7 of 8 Pages

THE STATE OF TEXAS	§
	§
COUNTY OF DALLAS	§

     I, the undersigned, a Notary Public, do hereby certify that on this 4^th day of FEBRUARY, 1991, personally appeared before me MORTON C. SWICHKOW who, being by me first duly sworn, declared that HE is the person who signed the foregoing document as an incorporator in my presence, and that the statements therein are true and correct.

 /s/ Deborah L. Young

Notary Public, State of Texas

My Commission Expires:

6.22.93 

ARTICLES OF INCORPORATION
Page 8 of 8 Pages

EX-3.62

Exhibit 3.62

EXHIBIT “A”

LRT RECORD SERVICES, INC.

AMENDED AND RESTATED BYLAWS
Effective January 23, 2006

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office shall be in the State of Texas.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Texas as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. Time and Place of Meetings. All meetings of the shareholders shall be held at such time and place, within or without the State of Texas, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meetings. Annual meetings of shareholders shall be held on the first Tuesday of April, if not a legal holiday, and if a legal holiday, then on the next business day following, or at such other date as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. At the annual meeting, the shareholders entitled to vote thereat shall elect a Board of Directors and transact such other business as may properly be brought before the meeting.

Section 3. Special Meetings. Special meetings of the shareholders, unless otherwise prescribed by statute or provided by the Articles of Incorporation or these bylaws, may be called by the President or the Board of Directors or by the holders of at least 10% of all shares entitled to vote at the meeting. Business conducted at any special meeting shall be confined to the purpose or purposes described in the notice thereof.

Section 4. Notice. Written or printed notice stating the place, day and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 calendar days (20 days in the case of a meeting to approve a plan of merger or exchange) nor more than 60 days before the

LRT Record Services, Inc.
Amended and Restated Bylaws
January 23, 2006

date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary or the officer or other person calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his or its address as it appears on the share transfer records of the Corporation, with postage prepaid.

Section 5. Quorum. A quorum shall be present at a meeting of shareholders if the holder or holders of a majority of the shares entitled to vote are present in person, represented by duly authorized representative in the case of a corporation or other legal entity or represented by proxy, unless otherwise provided in the Articles of Incorporation. Unless otherwise provided in the Articles of Incorporation or these bylaws, once a quorum is present at a duly constituted meeting of shareholders, the shareholders present or represented at the meeting may conduct such business as may be properly brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any shareholder present or represented shall not affect the presence of a quorum at the meeting. Unless otherwise provided in the Articles of Incorporation or these bylaws, the shareholders entitled to vote and present or represented at a meeting of shareholders at which a quorum is not present may adjourn the meeting until such time and to such place as may be determined by a vote of the holders of a majority of the shares represented at the meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be conducted which might have been conducted at the meeting as originally notified.

Section 6. Voting. With respect to any matter, other than the election of directors or a matter for which the affirmative vote of the holders of a specified portion of the shares is required by statute, the affirmative vote of the holders of a majority of the shares entitled to vote on that matter and represented at a meeting of shareholders at which a quorum is present shall be the act of the shareholders, unless otherwise provided in the Articles of Incorporation or these bylaws. Unless otherwise provided in the Articles of Incorporation of these bylaws, directors shall be elected by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present.

Section 7. Method of Voting. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the Articles of Incorporation provide for more or less than one vote per share or limit or deny voting rights to the holders of the shares of any class or series or as otherwise provided by statute. A shareholder may vote in person, by duly authorized representative in the case of a corporation or other legal entity or by proxy executed in writing by the shareholder or by his or its duly authorized attorney-in-fact. Each proxy shall be filed with the Secretary of the Corporation prior to the time of the meeting.

Section 8. Action Without Meeting. Unless otherwise provided in the Articles of Incorporation, any action required or permitted to be taken at any meeting of the shareholders may be taken without a meeting, without prior notice and without a vote, if

2

LRT Record Services, Inc.
Amended and Restated Bylaws
January 23, 2006

a consent or consents in writing, setting forth the action so taken, shall have been signed by the holder or holders of all the shares entitled to vote with respect to the action that is the subject of the consent.

ARTICLE III

DIRECTORS

Section 1. Responsibilities. The powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, its Board of Directors.

Section 2. Number; Term. The number of initial directors shall be no less than one (1) and no greater than three (3). The number of directors shall be fixed from time to time by the Board of Directors or by the shareholders at the annual or a special meeting. No decrease in the number of directors shall have the effect of shortening the term of an incumbent director. The directors shall be elected at the annual meeting of the shareholders, except as provided in Section 3 below. At each annual meeting, the holders of shares entitled to vote in the election of directors shall elect directors to hold office until the next succeeding annual meeting. Unless removed in accordance with the Articles of Incorporation or this Section, each director elected shall hold office for the term for which he is elected and until his successor shall have been elected and qualified. Directors need not be residents of the State of Texas or shareholders of the Corporation. At any meeting of shareholders called expressly for that purpose, any director or the entire Board of Directors may be removed, with or without cause, by the affirmative vote of the holder or holders of a majority of the shares then entitled to vote at an election of directors.

Section 3. Vacancies; Increases. Any vacancy occurring in the Board of Directors (by death, resignation, removal or otherwise) may be filled by election at an annual or special meeting of shareholders called for that purpose, by the affirmative vote of a majority of the remaining directors then in office, though less than a quorum, or by a sole remaining director. Each director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual or special meeting of shareholders called for that purpose or by the Board of Directors for a term of office continuing only until the next election of one or more directors by the shareholders; provided, however, that the Board of Directors may not fill more than two such directorships during the period between any two successive annual meetings of shareholders.

Section 4. Place of meetings. Meetings of the Board of Directors, regular or special, may be held either within or without the State of Texas.

3

LRT Record Services, Inc.
Amended and Restated Bylaws
January 23, 2006

Section 5. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and at such place as shall from time to time be determined by the Board of Directors. Regular meetings of the Board of Directors may be held without notice.

Section 6. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of by the President and shall be called by the Secretary on the written request of at least two directors. Written notice specifying the time and place of special meetings shall be given to each director at least three days before the date of the meeting. Such notice may, but need not, specify the purpose or purposes of the meeting.

Section 7. Quorum; Majority Vote. At all meetings, a majority of the number of the directors fixed in the manner provided in these bylaws shall constitute a quorum for the transaction of business unless a greater number is specifically required by statute or provided in the Articles of Incorporation or these bylaws. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise specifically required by statute or provided in the Articles of Incorporation or these bylaws, in which case the express provision shall control. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 8. Minutes. The Board of Directors shall keep regular minutes of its proceedings. The minutes shall be placed in the minute book of the Corporation.

Section 9. Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees, each of which shall be comprised of one or more members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified members, at any meeting of that committee. Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these bylaws, shall have and may exercise all of the authority of the Board of Directors, except as otherwise provided by statute. The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 10. Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. Such minutes shall be place in the minute book of the Corporation.

Section 11. Action Without Meeting. Unless otherwise restricted by the Articles of Incorporation or these bylaws, any action required or permitted to be taken at a meeting of the Board of Directors or any committee may be taken without a meeting if a consent

4

LRT Record Services, Inc.
Amended and Restated Bylaws
January 23, 2006

in writing, setting forth the action so taken, is signed by all the members of the Board of Directors or committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting.

ARTICLE IV

NOTICES

Section 1. Method. Whenever by statute, the Articles of Incorporation, these bylaws or otherwise, notice is required to be given to a director or shareholder, and no provision is made as to how the notice shall be given, it shall not be construed to be personal notice, but any such notice may be given: (a) in writing, by mail, postage prepaid, addressed to the director at the last address known by the Corporation for such director or shareholder at the address appearing on the share transfer records of the Corporation, or (b) in any other method permitted by law. Any notice required or permitted to be given by mail shall be deemed given at the time when the same is deposited in the United States mail.

Section 2. Waiver. Whenever by statute, the Articles of Incorporation or these bylaws, any notice is required to be given to a director or shareholder, a waiver thereof in writing, signed by the person or persons entitled to such notice, or in the case of a corporation or other legal entity by its duly authorized representative, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

ARTICLE V

OFFICERS

Section 1. Number. The officers of the Corporation shall consist of a President and a Secretary, each of whom shall be elected by the Board of Directors. The Board of Directors may also elect such other officers as they deem necessary or desirable, including a Chairman of the Board, a Treasurer, a Controller and one or more Vice Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and Assistant Controllers. All officers of the Corporation shall hold office at the pleasure of the Board of Directors. The same person may, at the discretion of the Board of Directors, hold any two or more offices.

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LRT Record Services, Inc.
Amended and Restated Bylaws
January 23, 2006

Section 2. Appointed Officers. The President may appoint such other officers and agents as he shall deem necessary or desirable who shall hold their offices for such terms as the President shall determine.

Section 3. Removal. Any officer elected by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby.

Section 4. Compensation. The compensation of all officers and agents of the Corporation who are also directors of the Corporation shall be fixed by the Board of Directors. The Board of Directors may delegate the power to fix the compensation of all other officers and agents of the Corporation to an officer of the Corporation.

Section 5. Duties. The officers of the Corporation, whether elected or appointed, shall have such authority and shall perform such duties as are customarily incident to their respective offices, or as may be specified from time to time by resolution of the Board of Directors regardless of whether such authority and duties are customarily incident to such office.

ARTICLE VI

CERTIFICATE OF STOCK

     Every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of, the Corporation, by the President or the Vice President, and by the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation.

ARTICLE VII

INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Each person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust or other enterprise or employee benefit plan (including he heirs, executors, administrators or estate of such person) shall be indemnified by the Corporation to the fullest extent that a corporation is required or permitted to grant indemnification to such person under the Texas General Corporation Law, as the same exists or may hereafter be amended. Reasonable expenses incurred by a director, officer, employee or agent of the Corporation who was, is or is threatened to be made a named defendant or respondent in a proceeding shall be paid or

6

LRT Record Services, Inc.
Amended and Restated Bylaws
January 23, 2006

reimbursed by the Corporation, in advance of the final disposition of the proceeding, to the maximum extent permitted under Texas law, as the same exists or may hereafter be amended. The right to indemnification under this Article shall be a contract right. In the event of the death of any person having a right of indemnification under this Article, such right will inure to the benefit of his or her heirs, executors, administrators and personal representatives. The rights under this Article will not be exclusive of any other right which any person may have or hereinafter acquire under any statute, bylaw, resolution of shareholders of directors, agreement or otherwise.

ARTICLE VIII

GENERAL PROVISIONS

     Section 1. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

     Section 2. Fiscal Year. The fiscal year of the Corporations shall be fixed by resolution of the Board of Directors.

     Section 3. Telephone and Similar Meetings. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, the shareholders, members of the Board of Directors or members of any committee of the Board of Directors may participate in and hold a meeting of such shareholders, the Board of Directors or committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meting is not lawfully called or convened.

     Section 4. Distributions and Share Dividends. Subject to statute and any provision of the Articles of Incorporation, distributions in the form of cash or property or share dividends may be declared by the Board of Directors at any regular or special meeting.

     Section 5. Amendment of Bylaws. Unless otherwise provided by law, the Articles of Incorporation or these bylaws, these bylaws may be altered, amended or repealed, or new bylaws may be adopted, by the shareholders or the Board of Directors, subject to the shareholders providing in amending, repealing or adopting a particular bylaw that it may not be amended or repealed by the Board of Directors.

7

EX-3.63

Exhibit 3.63

2  0 0 1 1 1 / 7 6 3 2

STATE OF ALABAMA	)
JEFFERSON COUNTY	)

ARTICLES OF ORGANIZATION
OF
LSI ALABAMA, LLC

          I, the undersigned, desiring to form a limited liability company pursuant to the laws of the State of Alabama, certify as follows:

1. The name of the limited liability company is LSI ALABAMA, LLC

2. The existence of the limited liability company shall commence on the date of the filing of these Articles of Organization in the Office of the Judge of Probate of Jefferson County, Alabama, and its duration shall be perpetual; provided, however, that the limited liability company shall be dissolved (a) upon the written consent of all of the members; (b) as provided in the Operating Agreement; or (c) as may be required by the Alabama Limited Liability Company Act.

3. The purpose for which this limited liability company is organized is to engage in the transaction of any or all lawful business for which limited liability companies may be organized under the laws of the State of Alabama.

4. The location and mailing address of the initial registered office shall be 2311 Highland Avenue South, Birmingham, Alabama 35205, and the name of the initial registered agent at said address shall be Maurice L. Shevin.

5. The name and mailing address of the initial member of the limited liability company is as follows:

NAME	MAILING ADDRESS
Lender’s Service, Inc.	700 Cherrington Parkway
	Coraopolis, PA 15108

6. The members of the limited liability company shall have the right to admit additional members to the limited liability company upon the unanimous written consent of all the members of the limited liability company.

7. The limited liability company shall be managed by its members.

          IN WITNESS WHEREOF, the undersigned has affixed his hand and seal on this 10^th day of September, 2001.

This instrument was prepared by:	LENDER’S SERVICE, INC.
Bradley J. Sklar, Esq.	(Member)
P.O. Box 55727
Birmingham, AL 35255-5727
	By:	/s/ Joseph J. Murin
	Joseph J. Murin
	Its:	President and CEO

EX-3.64

Exhibit 3.64

Exhibit A

AMENDMENT TO
OPERATING AGREEMENT
OF
LSI ALABAMA, L.L.C.

     Pursuant to the authority contained in Section 10-12-24, of the Alabama Limited Liability Company Act, the undersigned Sole Member of LSI Alabama, LLC (the “Company”) adopts the following Amendment to the Company’s Operating Agreement:

1. Section 8. Status of Members is hereby revised to add the following section:

8.8 Action by Consent. Unless otherwise provided by the Articles of Organization or this Operating Agreement, any action required or permitted to be taken at any meeting of the Members may be taken without a meeting, upon unanimous written consent of all of the Members.

2.

Section 10.1 Right to Sell or Assign is hereby deleted in its entirety and replaced with the following:

“Except as may be otherwise set forth in this Agreement, a Member shall not sell, assign, convey, or exchange (collectively hereinafter referred to in this Section as “Assignment”) the whole or any portion of such Member’s interest in the Company without the prior written consent of all of the other Members, which approval may be unreasonably withheld, and an opinion of counsel that such Assignment will not contravene the applicable provisions of laws, rules and regulations of the federal and state securities commissions.”

     IN WITNESS WHEREOF, the undersigned Sole Member of the Company has hereunto set his hand this 16th day of June, 2008.

LSI Title Company, a California corporation
By:	/s/ Todd C. Johnson
Todd C. Johnson
Senior Vice President and Secretary

OPERATING AGREEMENT

OF

LSI ALABAMA, L.L.C.

September 17, 2001

TABLE OF CONTENTS

1. Definitions	1
2. Name, Office, Agent for Service of Process and Member’s Name and Mailing Address	3
2.1 Name	3
2.2 Office	3
2.3 Agent for Service of Process	3
2.4 Member’s Name and Mailing Address	3
3. Duration	3
4. Purpose and Description of Activity	3
4.1 General	3
4.2 Borrow Money	3
4.3 Make Contracts	3
4.4 Miscellaneous	3
5. Capital Contributions and Capital Accounts	4
5.1 Members’ Capital Contributions	4
5.2 Percentage Interest	4
5.3 Additional Members	4
5.4 Execute Amendment	4
5.5 Member’s Obligation to Contribute	4
5.6 Summary of Capital Contributions	4
5.7 Capital Accounts	4
5.8 Interest on Capital Contributions	5
5.9 Representations and Warranties	5
6. Profits, Losses and Distributions	5
6.1 Allocation of Income or Loss	5
6.2 Cash Distributions	5
6.3 Limitation on Loss Allocations Which Create An Adjusted Capital Account Deficit	5
6.4 Special Allocations	6
6.5 Curative Allocations	7
6.6 Tax Allocation Rules Under Section 704(c)	7
7. Fiscal Matters	8
7.1 Books of Account	8
7.2 Financial Statements	8
7.3 Annual Accounts	8
8. Status of Members	8
8.1 Managed by Members	8
8.2 Agency Power of Members	8

-i-

8.3 Limitation of Liability	9
8.4 Relationship of Members	9
8.5 Restrictions	9
8.6 Rights	9
8.7 Tax Duties	9
9. Loans by Members to the Company	10
10. Transfer of a Member’s Interest	10
10.1 Right to Sell or Assign	10
10.2 Effective Date of Assignment	10
10.3 Treatment of Assignor	10
10.4 Financial Rights	10
10.5 Adjustment of Basis	10
10.6 Death of Member	11
10.7 Permitted Transfers	11
10.8 Dispositions Void	11
11. Substituted Members	11
11.1 Written Assignment	11
11.2 Assignment Delivered	11
11.3 Approval by Members	11
11.4 Transfer Fee Paid	11
12. First Right of Refusal	11
12.1 Seller’s Notice	11
12.2 Members’ Option	12
12.3 Purchase by Members	12
12.4 Terms of Purchase	12
12.5 Unrestricted Transfer	12
13. Cessation of Membership of a Member	12
14. Dissolution of Company	13
14.1 Events of Dissolution	13
14.2 Special Meeting to Appoint Liquidating Member	13
14.3 Statement of Assets and Liabilities	13
14.4 Sale of Assets and Distribution of Proceeds	13
15. Other Ventures	14
16. Amendments	14
16.1 LLC Act	14
16.2 Vote of Members	14
17. Resolution of Disputes	14
17.1 Waiver of Trial by Jury	14

-ii-

17.2 Negotiation	14
17.3 Mediation	15
17.4 Arbitration	15
17.5 Costs and Fees	15
17.6 Notice	15
18. Miscellaneous	15
18.1 Notices	15
18.2 Applicable Law	16
18.3 Entire Agreement	16
18.4 Successors in Interest	16
18.5 Captions	16
18.6 Construction	16
18.7 Severability	16

-iii-

OPERATING AGREEMENT

OF

LSI ALABAMA, L.L.C.

     THIS OPERATING AGREEMENT (the “Operating Agreement”) OF LSI ALABAMA, L.L.C., an Alabama limited liability company (the “Company”), made and entered into on this 10^th day of September, 2001, by Lender’s Service, Inc., a Delaware corporation (hereinafter for convenience referred to as the “Member”) as follows:

WITNESSETH:

     WHEREAS, the Member has formed the Company under the Alabama Limited Liability Company Act (the “LLC Act”) for the following defined purposes; and

     WHEREAS, the party to this Operating Agreement is desirous of defining the rights and obligations of the party hereto.

     NOW, THEREFORE, in consideration of the premises and of the covenants and undertakings of the party hereto, it is agreed as follows:

1. Definitions. The following defined terms used in this Operating Agreement shall have the meanings specified below:

(a) Available Cash means all cash funds of the Company on hand at the end of each calendar quarter, less (i) provision for payment for all outstanding and unpaid then current cash obligations of the Company as of the end of such quarter (including those with third parties which are in dispute), and (ii) provisions for reserves for reasonably anticipated cash expenses and contingencies determined in the sole discretion of the Member (which may include debt service on indebtedness of the Company and any amounts payable to the Member or an Affiliate of the Member), but without deduction for depreciation and other non-cash expenses. Notwithstanding the foregoing, sale proceeds shall not be included in Available Cash.

(b) Capital Account means an individual account maintained in the name of each Member which account reflects the capital interest of that Member to which each Member’s share of profit or loss of the Company is credited or charged.

(c) Capital Contribution in respect of any Member or transferee of such Member means the amount of all cash and other property, tangible or intangible, contributed by such Member to the capital of the Company, as may be adjusted from time to time pursuant to the terms of this Agreement.

(d) Code means the Internal Revenue Code of 1986, as amended from time to time.

(e) Nonrecourse Deduction has the meaning set forth in Regulation §1.704-2(b)(l).

(f) Member Nonrecourse Debt has the meaning set forth in Regulation §1.704-2(b)(4).

1

(g) Member Nonrecourse Debt Minimum Gain means an amount, with respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Member Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Regulation § 1.704-2(i)(3).

(h) Company Minimum Gain has the meaning set forth in Regulation §§1.704-2(b)(2) and 1.704- 2(d).

(i) Percentage Interest means the interest of a Member in the Company expressed as a percentage of the total outstanding interests.

(j) Profits and Losses means, for each fiscal year, an amount equal to the Company’s taxable income or loss for such fiscal year, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

          (i) Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profits and Losses shall be added to such taxable income or loss;

          (ii) Any expenditure of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Section 1.704-1 (b)(2)(iv)(i) of the Regulations, and not otherwise taken into account in computing Profits or Losses shall be subtracted from such taxable income or loss;

          (iii) In the event the value of any Company asset is adjusted, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profits or Losses;

          (iv) Gain or loss resulting from any disposition of property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its value.

          (v) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Section 1.704-1(b)(2)(iv)(m)(4) of the Regulations to be taken into account in determining Capital Accounts as a result of a distribution other than in complete liquidation of a Member’s Percentage Interest, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset) from the disposition of the asset and shall be taken into account for purpose of computing Profits or Losses; and

          (vi) Any items which are specially allocated pursuant to Section or hereof shall not be taken into account in computing Profits or Losses.

LSI — Operating Agreement

2. Name, Office, Agent for Service of Process and Member’s Name and Mailing Address.

2.1 Name. The name of the Company shall be LSI Alabama, L.L.C.

2.2 Office. The Company shall have and continuously maintain an office in the State of Alabama (the “Registered Office”). The initial Registered Office shall be the initial Registered Office designated in the Articles of Organization and shall also be at such other place or places as the Member may hereafter determine. The Registered Office need not be the place of business of the Company.

2.3 Agent for Service of Process. The Company shall have and continuously maintain in the State of Alabama an agent for service of process on the Company (the “Registered Agent”). The Registered Agent initially shall be the initial registered agent designated in the Articles of Organization. A new Registered Agent may be designated at any time by the Member.

2.4 Member’s Name and Mailing Address. The name and mailing address of the Member are set forth on Exhibit “A” which is attached hereto and expressly made a part hereof.

3. Duration. The existence of the Company shall commence on the date of the filing of the Articles of Organization in the Office of the Judge of Probate of Jefferson County, Alabama, and its duration shall be perpetual; provided, however, that the Company shall be dissolved (a) upon the written consent of all of the Members; (b) as provided in this Operating Agreement; or (c) as may be required by the LLC Act, as the same may be amended from time to time.

4. Purpose and Description of Activity. The Company is organized for the following purposes:

4.1 General. To engage in the transaction of any lawful business permitted under the laws of the State of Alabama;

4.2 Borrow Money. To borrow money and to evidence the same by notes or other evidences of indebtedness and to secure the same by mortgage, deed of trust, pledge or other lien or security interest in furtherance of any or all of the purposes of the Company;

4.3 Make Contracts. To enter into, perform and carry out contracts and agreements necessary, appropriate or incidental to the accomplishment of the purposes of the Company; and

4.4 Miscellaneous. To do any other acts and things which may be necessary, appropriate or incidental to the carrying out of the business and purposes of the Company, subject to the terms and conditions of this Operating Agreement and the provisions set forth in Section 10-12-4, Code of Alabama, as the same may be amended from time to time.

LSI — Operating Agreement

5. Capital Contributions and Capital Accounts.

5.1 Members’ Capital Contributions. Each Member shall contribute to the capital of the Company upon the execution of this Operating Agreement such amount as is set forth on Exhibit “A” attached hereto and expressly made a part hereof.

5.2 Percentage Interest. Each Member’s percentage interest in the Company, including the capital, profits, losses and distributions (defined for purposes of this Operating Agreement as the “Percentage Interest”) is initially as set forth on the attached Exhibit “A”. The Percentage Interest shall be adjusted from time to time to take into account contributions to and distributions from the Company, and sales or other transfers of all or a part of a Percentage Interest.

5.3 Additional Members. The Company shall not be expanded to include additional Members unless all of the existing Members consent to the same. The Members may, however, if they are in agreement, take in new or additional Members upon such terms and conditions as they may find advisable and the Percentage Interest of each new or additional Member shall be taken from the existing Members hereto in such amounts and in such fashion as may be agreed upon by the parties. In the event that, upon the addition of a Member, the Company shall make an election under Section 743(b) of the Internal Revenue Code, the said additional Member shall pay all expenses incurred in the making of such election, including, but not limited to, legal and accounting expenses.

5.4 Execute Amendment. Any additional Member who makes a capital contribution to the Company and who is admitted to the Company after the execution of this Operating Agreement shall sign an amendment to this Operating Agreement evidencing the consent and agreement of such additional Member to the terms set forth herein.

5.5 Member’s Obligation to Contribute. Except as may otherwise be provided in the Articles of Organization, no Member is obligated to contribute additional capital to the Company. Each Member is, however, obligated to perform any promise to pay cash or convey property or render services, even if the Member is unable to perform because of death, disability, or any other reason. A Member who does not perform such a promise is obligated at the option of the Company to pay cash equal to the amount or value of the portion of the contribution that has not been paid, conveyed, or rendered.

5.6 Summary of Capital Contributions. For the purposes of this Agreement, the capital of the Company shall be deemed to include the initial capital contributions to the Company made by the Member and any other amounts subsequently contributed to the capital by the Member.

5.7 Capital Accounts. An individual Capital Account shall be maintained in the name of each Member. The Capital Account shall reflect the capital interest of each Member and shall be maintained in accordance with Regulation Section 1.704-1 (b)(2)(iv). The Capital Contributions actually paid into the Company (which for this purpose shall include “deemed” contributions of property to the Company under Code §708) shall be credited to each Member’s Capital Account. The Capital Account of each Member shall be (a) increased by (1) the amount of money contributed by that Member to the Company, (2) the fair market value of property contributed by that Member to the Company (net of liabilities secured by such contributed property that the Company is considered to assume or take subject to under Code §752), and (3) allocations to that Member of Company income and gain including income and gain exempt from tax and income and gain as computed for book purposes, in accordance with Regulation §1.704-1 (b)(2)(iv)(g), excluding, however, allocations made pursuant to Regulation §1.704-1 (b)(4)(i); (b)

LSI — Operating Agreement

decreased by (1) the amount of money distributed to that Member by the Company, (2) the fair market value of property distributed to that Member by the Company (net of liabilities secured by such distributed property that such Member is considered to assume or take subject to under Code §752), (3) allocations of expenditures of the Company described in Code §705(a)(2)(B), and (4) allocations of Company loss and deduction, including loss and deduction, computed for book purposes, as described in Regulation 1.704-1(b)(2)(iv)(g), excluding, however, allocations made pursuant to Regulation §§1.704-1(b)(4)(i) and 1.704-1(b)(4)(iii), and (c) otherwise adjusted in accordance with Regulation §1.704-1(b)(2)(iv).

5.8 Interest on Capital Contributions. In no event shall any Member receive any interest on such Member’s contribution to the capital of the Company.

5.9 Representations and Warranties. By becoming a Member of the Company, each Member that is a corporation hereby represents and warrants to the Company and each other Member that (a) the Member is a corporation, duly organized, validly existing, and in good standing under the laws of the state of its incorporation and is duly qualified and in good standing as a foreign corporation in the jurisdiction of its principal place of business (if not incorporated therein); (b) the Member has full power and authority to execute and agree to this Agreement and to perform its obligations hereunder and all necessary actions by the board of directors or shareholders necessary for the due authorization, execution, delivery, and performance of this operating agreement by that Member have been duly taken; (c) the Member has duly executed and delivered this Agreement; and (d) the Member’s authorization, execution, delivery, and performance of this Agreement do not conflict with any other agreement or arrangement to which that Member is a party or by which it is bound.

6. Profits, Losses and Distributions.

6.1 Allocation of Income or Loss. After giving effect to the special allocations set forth in Sections and hereof, the Profits and Losses of the Company with respect to each fiscal year shall be allocated to the Members in an amount equal to such Member’s Percentage Interest in the Company. If property other than cash is distributed by the Company, the Capital Accounts of the Members shall be adjusted to reflect how much Profit or Loss would have been allocated to the respective Members if the property had been sold at the value or values assigned thereto for purposes of making the distribution. Allocations among the Members shall be based on the Percentage Interest owned by each Member.

6.2 Cash Distributions. All distributions of Available Cash or property by the Company to the Members shall be made according to their respective Percentage Interests in the Company in such amounts and at such times as shall be determined by the Member in his absolute discretion.

6.3 Limitation on Loss Allocations Which Create An Adjusted Capital Account Deficit. The Losses allocated pursuant to Section hereof shall not exceed the maximum amount of Losses that can be so allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any fiscal year. In the event some, but not all, of the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of Losses pursuant to Section hereof, the limitation set forth in this Section shall be applied on a Member by Member basis so as to allocate the maximum permissible Losses to each Member under Regulation §1.704-1(b)(2)(ii)(d).

6.4 Special Allocations. The following special allocations shall be made in the following order:

LSI — Operating Agreement

(a) “Minimum Gain Chargeback” Allocations. Except as otherwise provided in Regulation §1.704-2(f), and notwithstanding any other provision of this Section , if there is a net decrease in Company Minimum Gain during any Company taxable year, each Member shall be specially allocated items of Company income and gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulation §1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Regulation §§1.704-2(f)(6) and 1.704-2(j)(2). This Section is intended to comply with the minimum gain chargeback requirement in Regulation §1.704-2(f) and shall be interpreted consistently therewith.

(b) Member Minimum Gain Chargeback Rules. Except as otherwise provided in Regulation §1.704-2(i)(4), and notwithstanding any other provision of this Section , if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Company taxable year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulation §1.704-2(i)(5), shall be specially allocated items of Company income and gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to such Member’s share of the net decrease in the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulation §1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Regulation §§1.704-2(i)(4) and 1.704-2(j)(2). This Section is intended to comply with the minimum gain chargeback requirement in Regulation §1.704-2(i)(4) and shall be interpreted consistently therewith.

(c) Qualified Income Offset Allocations. In the event any Member unexpectedly receives any adjustments, allocations or distributions described in Regulation §§1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Member as quickly as possible, provided that an allocation pursuant to this Section shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Section have been tentatively made as if this Section were not in the Agreement. This special allocation shall be referred to as the “Qualified Income Offset” and is intended to comply with Regulation §1.704-1(b)(2)(ii)(d).

(d) Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any taxable year of the Company which is in excess of the sum of (i) the amount such Member is obligated to restore pursuant to any provision of this Agreement, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulation §§1.704-2(g)(l) and 1,704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other obligations provided for in this Section have been made as if Section hereof and this Section were not in the Agreement.

(e) Nonrecourse Deductions. Nonrecourse Deductions for any fiscal year shall be specially allocated to the Members in proportion to their respective Percentage Interests.

LSI — Operating Agreement

(f) Member Nonrecourse Deductions. Any Member Nonrecourse Deductions for any taxable year shall be specially allocated to the Members who bear the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Regulation §1.704-2(i)(1).

6.5 Curative Allocations. The allocations set forth in Sections and hereof (the “Regulatory Allocations”) are intended to comply with certain requirements of the Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss or deduction pursuant to this Section. Therefore, notwithstanding any other provision of this Section (other than the Regulatory Allocations), the Member shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner he determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of the Agreement and all Company items were allocated pursuant to Section hereof. In exercising his discretion under this Section, the Member shall take into account future Regulatory Allocations under Sections and hereof that, although not yet made, are likely to offset other Regulatory Allocations previously made under Sections and hereof.

6.6 Tax Allocation Rules Under Section 704(c). Notwithstanding any provision of this Agreement to the contrary, but solely for tax purposes, any gain or loss with respect to property contributed to the Company by a Member shall be allocated among the Members so as to take account of the variation between the adjusted basis and the fair market value of contributed property at the time of contribution. The appreciation or diminution in value represented by the difference between the adjusted basis and the fair market value of the contributed property at the time of the contribution will thus be attributed to the contributing Member upon a subsequent sale or exchange of the property by the Company as required by Section 704(c) of the Code. The appreciation or diminution will also be used in allocating the allowable depreciation or depletion with respect to the property among the contributing Member and the noncontributing Members as required by Section 704(c) of the Code. Furthermore, any gain, loss, depreciation, depletion or amortization, as computed for tax purposes, with respect to property which is revalued pursuant to Regulation §1.704-1(b)(2)(iv)(f) shall be allocated so as to take account of the variation between the adjusted tax basis and book value of the property as required by Section 704(c) of the Code and Regulation §1.704-1(b)(4)(i). Any elections or other decisions relating to allocations under this Section will be made in any manner that the Member determines reasonably reflects the purpose and intention of this Agreement. Allocations under this Section are solely for purposes of federal, state and local taxes and will not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of income, losses or other items or distributions under any provision of this Agreement.

LSI — Operating Agreement

7. Fiscal Matters.

7.1 Books of Account. The Company books, in which shall be entered fully and accurately each transaction of the Company, shall be maintained by the Member at the office of the Company in accordance with the LLC Act. Each Member, Member’s agent or attorney shall, upon reasonable request and at the expense of the Member or the Member’s agent or attorney during regular business hours, have the right to inspect and copy or be sent copies of all such books and records and any other books and records of the Company. In addition, the Company shall maintain at its offices the following records: (a) a current list of the full name and last known business or residence address (which address shall be a street address) of each Member; (b) a copy of the filed Articles of Organization and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any documents have been executed pursuant to the LLC Act; (c) copies of the Company’s federal, state, and local income tax returns and reports, if any, for the three most recent years; (d) copies of any then effective operating agreement, including any amendments thereto; and (e) copies of the Company’s financial statements for the three most recent years. The books shall be closed and balanced at the end of each accounting year, and, if deemed necessary by the Member, shall be audited for each accounting year by a Certified Public Accountant or a firm of Certified Public Accountants. Adequate reserves may be established, if needed, for annual accounting and legal fees, real estate taxes, insurance, and any other item for which reserves should be established, upon advice of accountants or in the discretion of the Member.

7.2 Financial Statements. Audited financial statements, if not otherwise provided, may be requested by any Member hereto, and shall be prepared and furnished to any such Member for the year requested; provided, however, that the Member requesting such audited financial statements shall bear the cost of the preparation of the audited financial statements to the extent such cost exceeds the cost of unaudited financial statements.

7.3 Annual Accounts. The business of the Company shall be conducted on a calendar year basis and on the year-ending date a general accounting shall be taken of the assets and liabilities of the Company, and of all other dealings and transactions of the same during the then preceding year.

8. Status of Members.

8.1 Managed by Members. The business of the Company shall be managed and conducted by the Members.

8.2 Agency Power of Members. Each Member is an agent of the Company for the purpose of its business or affairs, and the act of any Member, including, but not limited to, the execution in the name of the Company of any instrument, for apparently carrying on in the usual way the business or affairs of the Company, binds the Company, unless the Member has no authority to act for the Company in the particular matter and the person with whom the Member is dealing has or should have had knowledge of the fact that the Member has no such authority.

8.3 Limitation of Liability.

(a) Each Member’s liability shall be limited as set forth in this Operating Agreement, the LLC Act and other applicable law.

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(b) A Member is not liable under a judgment, decree, or order of a court, or in any other manner, for a debt, obligation, or liability of the Company, whether arising in contract, tort, or otherwise, or for the acts or omissions of any other member, manager, agent, or employee of the Company or as otherwise provided in the LLC Act.

(c) A Member may be liable to creditors of the Company for a written agreement to make a contribution to the Company.

(d) The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the LLC Act shall not be grounds for imposing personal liability on the Members for liabilities of the Company.

8.4 Relationship of Members. Except as otherwise expressly provided in or as authorized pursuant to this Agreement, (a) nothing contained herein shall render any Member liable for any debts or obligations incurred by the other Members, (b) no Member shall be constituted an agent of the other Members, (c) nothing contained herein shall create any interest on the part of any Member in the business or other assets of the other Members, (d) nothing contained herein shall be deemed to restrict or limit in any way the carrying on of separate businesses or activities by any member now or in the future and (e) no Member shall have any authority to act for, or assume any obligation on behalf of, the other Members.

8.5 Restrictions. No Member shall have the right to withdraw or demand the return of all or any part of the Member’s capital contribution to the Company, except as a result of the dissolution and winding up of the Company. No Member shall have the right to bring an action for sale for division or partition against the Company or against any Member.

8.6 Rights. The Members shall have the right, by the affirmative vote of Members holding a majority in interest, to approve the sale, exchange or other disposition of all or substantially all, of the Company’s assets (other than in the ordinary course of the Company’s business) which is to occur as part of a single transaction or plan.

8.7 Tax Duties. The Member hereby appoints *** to serve as the “Tax Matters Partner” pursuant to Code Section 6231(a)(7). If *** should resign, die, cease to be a Member, or otherwise fail or cease to serve as the Tax Matters Partner, such Member as shall be designated from time to time by a majority in interest of the Members shall thereafter serve as the Tax Matters Partner. Nothing herein shall be construed to restrict the Company from engaging accountants or other professionals to assist the Tax Matters Partner in discharging the Tax Matters Partner’s duties hereunder. The Tax Matters Partner shall prepare or cause to be prepared and filed on or before the due date (or any extension thereof) any Federal, state or local tax returns required to be filed by the Company, and to cause the Company to pay any taxes payable by the Company; provided, however, that the Tax Matters Partner shall not be required to cause the Company to pay any tax so long as the Company is in good faith and by appropriate legal proceedings contesting the validity, applicability or amount thereof and such contest does not materially endanger any right or interest of the Members. The Tax Matters Partner shall use reasonable efforts to furnish to the Members, within 90 days after the close of each taxable year of the Company, the tax information reasonably required for federal, state and local income tax reporting purposes.

9.0 Loans by Members to the Company. Members may make advances to the Company of money under a loan, with and only with the consent of all of the Members. The principal and interest under any such loan shall be fully paid before any distribution of funds is made to the Members under the provisions

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of this Agreement. Should any of the Members lend the Company funds under this provision, such Member shall be deemed a general creditor of the Company and not a Member for the limited purpose of receiving the principal and any interest on any such loan.

10. Transfer of a Member’s Interest.

10.1 Right to Sell or Assign. Except as may be otherwise set forth in this Agreement, a Member shall not sell, assign, convey, pledge or exchange (collectively hereinafter referred to in this Section as “Assignment”) the whole or any portion of such Member’s interest in the Company without the prior written consent of all of the other Members, which approval may be unreasonably withheld, and an opinion of counsel that such Assignment will not:

(a) contravene the applicable provisions of laws, rules and regulations of the federal and state securities commissions; or

(b) result in a termination of the Company or jeopardize the tax treatment of any material tax item.

10.2 Effective Date of Assignment. The “effective date” of an Assignment of such interest as used in this Section shall be that date set forth on the written instrument of Assignment. An assignor Member shall cease to be a Member of the Company upon the effective date of the Assignment of such interest, and the assignee shall not become a Member until the requirements of Substituted Members hereinbelow are satisfied.

10.3 Treatment of Assignor. Anything herein to the contrary notwithstanding, the Members shall be entitled to treat the assignor of such interest as the absolute owner thereof in all respects, and shall incur no liability for distributions of cash or other property made in good faith to said assignor until such time as the written assignment has been received by and recorded on the books of the Company.

10.4 Financial Rights. An assignee of an interest in the Company shall be entitled to all of the Assignor’s interest in the financial rights, as defined in the LLC Act, from and after the effective date of the Assignment, except as provided in Section above. The financial rights acquired by reason of such Assignment shall be divided between and allocated to the assignor and assignee of such interest as of the effective date of the Assignment of such interest and shall be allocated pro rata based upon the effective date of such Assignment.

10.5 Adjustment of Basis. Upon the transfer of any interest in the Company, the Member may elect to adjust the basis of the Company assets pursuant to Section 754 of the Internal Revenue Code of 1986, as amended.

10.6 Death of Member. The death or incompetency of a Member shall not dissolve or terminate the Company. The legal representatives of a deceased or incompetent Member shall become a substitute Member in the Company and shall have all the rights and powers and be subject to all the restrictions and liabilities of the deceased or incompetent Member. The estate of the deceased or incompetent Member shall be liable for all of such Member’s liabilities and obligations to the Company as a Member.

10.7 Permitted Transfers. A transfer by a Member during his lifetime of all or any part of a Member’s Percentage Interest to an existing Member, to the transferor Member’s spouse, to a child,

LSI — Operating Agreement

grandchild, parent, grandparent of the transferor Member or the spouse of any such person, or to a trust or custodian for any permitted transferee, by gift or sale shall not be subject to the restrictions as to transfer of Percentage Interest contained in this Section, but the transferee thereof shall remain subject to Section herein and as a condition precedent to any such transfer, such transferee shall enter into a written agreement satisfactory to the Members agreeing to be bound by the terms of this Agreement.

10.8 Dispositions Void. Any attempted transfer or disposition of a Percentage Interest, or any part thereof, not in compliance with the provisions contained herein shall be null and void ab initio.

11. Substituted Members. Subject to the provisions of this Agreement, no assignee of the whole or any portion of any interest in the Company shall have the right to become a substituted Member in place of his assignor unless all of the following conditions are satisfied:

11.1 Written Assignment. The assignor and assignee shall have executed and acknowledged a written instrument of assignment, together with such other instruments as the Company may deem necessary or desirable to effect the admission of the assignee as a Member.

11.2 Assignment Delivered. Such instrument of assignment provided for herein shall have been delivered to and received by the Member.

11.3 Approval by Members. The unanimous written consent of all the Members approving the assignee as a Member shall be obtained.

11.4 Transfer Fee Paid. A transfer fee has been paid to the Company which is sufficient to cover all reasonable expenses connected with such assignment and admission.

12. First Right of Refusal.

12. Seller’s Notice. Should any Member or the assignee, executor, administrator, guardian, conservator, beneficiary, successor or heir of a Member, desire to sell such Member’s interest in the Company to any person or entity, the person desiring to sell (the “ Seller”) shall first offer for sale such interest to the other Members of the Company in the manner hereinafter set forth, and the Members shall then have an option to purchase the said interest according to the terms of the said offer. The Seller shall give written notice (the “Seller’s Notice”) to the Members, stating his desire to sell such interest (the “Offered Interest”), the price at which the Seller proposes to sell the Offered Interest, and the terms upon which the Seller is willing to accept payment for the Offered Interest. The Seller shall be obligated to furnish each Member a copy of said Seller’s Notice.

12.2 Members’ Option. The Members shall thereafter have the irrevocable and exclusive option, but not the obligation, to purchase the Offered Interest or any portion thereof. Each of the Members shall, within 30 days following the delivery of the Seller’s Notice, give written notice to the Seller stating whether or not such Member elects to exercise the option with respect to the Offered Interest. Failure by a Member to give such notice shall be an election not to exercise such option by that Member.

12.3 Purchase by Members. Each Member who elects to exercise the option provided above shall be entitled to purchase that portion of the Offered Interest which bears the same ratio to the total Offered Interest as the percentage interest held by said Member bears to the total percentage held by all Members electing to exercise their options to purchase the Offered Interest hereunder, but may purchase such lesser

LSI — Operating Agreement

portion of the Offered Interest as may be desired. If any Member purchases less than all of the Offered Interest available to such Member, the remainder of such Offered Interest shall be offered to the other Members purchasing the maximum Offered Interest available to each of them, pro rata to the ratio that existed among them prior to the Seller’s offer.

12.4 Terms of Purchase. Each Member electing to exercise the option granted above shall purchase the Offered Interest at the same price and on the same terms and conditions as set forth in the Seller’s Notice.

12.5 Unrestricted Transfer. With respect to any portion of the Offered Interest not purchased by the other Members under this Section, the Seller may transfer such interest free from the restrictions of this Section, but subject nonetheless to the restrictions imposed upon a transfer of a Member’s interest in accordance with Sections and herein, and only for the price and upon the exact terms and conditions, including terms of payment as set forth in the Seller’s Notice (or such percentage of the amounts of the total purchase price, down payment and amount to be financed set forth in the Seller’s Notice as the remaining portion of the Offered Interest then being sold, bears to the total of the Offered Interest described in the Seller’s Notice). The Seller shall be entitled to make such sale at any time within 180 days after the giving of the Seller’s Notice. If the Offered Interest shall not be so transferred by the Seller within such period, the Offered Interest shall again be subject to the terms of this Section, in the same manner as if no Seller’s Notice had been given.

13. Cessation of Membership of a Member. The Membership of a Member shall cease upon the occurrence of one or more of the following events:

(a) the Member is removed as a Member (i) in accordance with the Operating Agreement, or (ii) when the Member assigns all of the Member’s interest in the limited liability company;

(b) the Member makes an assignment for the benefit of creditors;

(c) the Member files a voluntary petition in bankruptcy;

(d) the Member is adjudicated bankrupt or insolvent;

(e) the Member files a petition or answer seeking for the Member any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation;

(f) the Member files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Member in any proceeding in the nature of the proceedings listed in (e) above;

(g) the Member seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the Member or of all or any substantial part of the Member’s properties; or

(h) if a corporation, the Member files articles of dissolution; or

(i) if a corporation, the revocation of its charter and the lapse of 90 days after notice to the corporation of revocation without a reinstatement of its charter.

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14. Dissolution of Company.

14.1 Events of Dissolution. The Company shall be dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:

(a) termination of the Company, as provided in Section hereof; or

(b) entry of a decree of judicial dissolution.

14.2 Special Meeting to Appoint Liquidating Member. In the event that the Company is dissolved by reason of an Event of Dissolution as described hereinabove, then a special meeting of all the Members shall be held at the office of the Company for the purpose of appointing a Liquidating Member to wind up the affairs of the Company, liquidate its assets and distribute the proceeds therefrom. Such special meeting shall be held, without notice, on the fifteenth (15th) day after the happening of the event causing dissolution of the Company, or if such day is a Sunday or a legal holiday, then on the first day immediately following the fifteenth (15th) day which is not a Sunday or a legal holiday.

14.3 Statement of Assets and Liabilities. Upon the happening of any event causing dissolution of the Company under Section above, a statement shall be prepared under the direction of the Liquidating Member, setting forth the assets and liabilities of the Company, and a copy of such statement shall be furnished to all Members within 30 days after such event causing dissolution of the Company. The Liquidating Member shall promptly take such action as is necessary so that the Company’s business shall be terminated, its liabilities discharged and its assets distributed as hereinafter described. A reasonable period of time shall be allowed for the orderly termination of the Company’s business, the discharge of its liabilities and the distribution of its remaining assets so as to enable the Company to minimize the normal losses incurred in the liquidation process.

14.4 Sale of Assets and Distribution of Proceeds. Upon the dissolution and winding up of the Company, the assets of the Company shall be distributed or sold for cash and any gain or loss resulting therefrom shall be allocated among the Members as provided in Section above. Such proceeds of the Company shall be distributed in the following order of priority:

(a) to creditors (including Members who are creditors) in satisfaction of the liabilities of the Company, other than liabilities to existing and former Members for distributions from the Company;

(b) to existing and former Members in satisfaction of liabilities to them, if any, for distributions from the Company;

(c) to the Members in accordance with the positive balances in their respective capital accounts on the date of distribution until their capital accounts have been reduced to zero; and

(d) any remaining proceeds shall be distributed to the Members in accordance with their Percentage Interest as set forth on Exhibit “A”, as the same may be amended from time to time.

15. Other Ventures. The Members may engage in or possess an interest in other business ventures of every nature and description, independently or with others, including, but not limited to, the ownership, financing, leasing, operation, management, syndication, brokerage, and development of real property; and

LSI — Operating Agreement

neither the Company nor the Members shall have any right by virtue of this Agreement in and to such independent ventures or to the income or profits derived therefrom.

16. Amendments.

16.1 LLC Act. Except as set forth below, this Agreement may be modified, altered, changed or amended in accordance with the LLC Act.

16.2 Vote of Members. This Agreement may not be amended as to matters which would (i) change adversely any Member’s rights and interests in the income, expenses, gains, losses or income tax allocations of the Company, or (ii) change any Member’s rights respecting liquidation of the Company without the unanimous affirmative vote of the Members.

17. Resolution of Disputes.

17.1 Waiver of Trial by Jury. The parties to this Agreement desire to avoid the additional time and expense related to a jury trial of any disputes arising hereunder. Therefore, it is mutually agreed by and between the parties hereto, and for their successors and assigns, that they shall and hereby do waive trial by jury of any claim, counterclaim, or third-party claim, including any and all claims of injury or damages, brought by either party against the other arising out of or in any way connected with this Agreement and the relationship which arises herefrom. The parties acknowledge and agree that this waiver is knowingly, freely and voluntarily given, is desired by all parties, and is in the best interest of all parties.

17.2 Negotiation. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiations between the parties who have authority to settle the controversy. Either party may give the other party written notice of any dispute not resolved in the normal course of business. Within twenty (20) days after delivery of said notice, both parties shall meet at a mutually acceptable time and place (by mutual agreement, such meeting may be held by telephone), and thereafter as often as they deem necessary, to exchange relevant information and to attempt to resolve the dispute. If the matter has not been resolved within sixty (60) days of the disputing party’s notice, or if the parties fail to meet within twenty (20) days, either party may initiate the mediation of the controversy or claim as provided in Section below.

17.3 Mediation. If any dispute has not been resolved by negotiation as provided in Section above, the parties shall endeavor to resolve the dispute by mediation. Unless the parties agree otherwise, the mediation shall be conducted in accordance with the Commercial Mediation Rules of the American Arbitration Association by a mediator who has the qualifications set forth hereinbelow. The neutral third party will be selected by the mutual consent of the parties to this Agreement. If the parties encounter difficulty in agreeing on a neutral third party, they will seek the assistance of the American Arbitration Association (“AAA”) in the selection process. Unless otherwise agreed by the parties, the place of mediation shall be the offices of Sirote & Permutt, P.C.

17.4 Arbitration. Any dispute that has not been resolved by mediation, as provided in Section hereinabove, within sixty (60) days of the initiation of such procedure, shall be finally settled by arbitration conducted expeditiously in accordance with the Commercial Arbitration Rules of the American Arbitration Association by a sole arbitrator; provided, however, that persons eligible to be selected as arbitrators shall be limited to attorneys at law who are on the AAA’s Large Complex Cases

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Panel; or who have professional credentials similar to the attorneys listed on such AAA panel. If the parties encounter difficulty in agreeing on an arbitrator, they agree that the AAA shall select the arbitrator. Notwithstanding the foregoing, if one party has requested the other party to participate in a non-binding dispute resolution procedure under Sections or above and the other party has failed to participate therein, the other party may initiate arbitration before expiration of the above time periods. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. Sections 1-16. The award shall be based upon applicable law and judicial precedent and judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The place of arbitration shall be the offices of Sirote & Permutt, P.C. The arbitrator is not empowered to award damages in excess of compensatory damages and each party hereby irrevocably waives any damages in excess of compensatory damages.

17.5 Costs and Fees. The parties shall bear their respective costs in connection with the dispute resolution procedures (non-litigation) described in Sections , , or hereof, except that the parties shall share equally the fees and expenses of any neutral third party or arbitrator and the costs of any facility used in connection with such dispute resolution procedures.

17.6 Notice. With respect to the non-binding procedures provided in Sections and hereof, if a negotiator intends to be accompanied at a meeting by an attorney, the other negotiator shall be given at least three (3) working days’ notice of such intention and may also be accompanied by an attorney. All negotiations relating to any non-litigated procedure provided herein are confidential and shall be treated as compromise and settlement negotiations for purposes of the rules of evidence of all applicable jurisdictions.

18. Miscellaneous.

18.1 Notices. Any notices or document required or desired to be given to the Members shall be in writing and shall be deemed to be given when delivered personally to those Members, or their personal representative or successors in interest, or deposited in the United States mail, first class, postage prepaid, addressed to the Members (or their personal representatives or their successors in interest) at the address shown for such Members on the attached Exhibit “A”, as the same may be amended from time to time.

18.2 Applicable Law. This Agreement and the rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Alabama.

18.3 Entire Agreement. This writing constitutes the entire Agreement of the parties and supersedes any prior understandings or agreements among the parties with respect to the subject matter hereof. There are no representations, arrangements, understandings or agreements, oral or written, among the parties hereto relating to the subject matter of this Agreement, except those fully expressed herein.

18.4 Successors in Interest. Except as otherwise provided herein, all provisions of this Agreement shall be binding upon, inure to the benefit of and be enforceable by and against the respective heirs, executors, administrators, personal representatives, successors and assigns of any of the parties to this Agreement.

18.5 Captions. The captions or headings in this Agreement are made for convenience and general reference only and shall not be construed to describe, define or limit the scope or intent of the provisions of this Agreement.

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18.6 Construction. Whenever the singular number is used in this Operating Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa.

18.7 Severability. If any provision of this Operating Agreement or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Operating Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

          IN WITNESS WHEREOF, the party hereto affixes his hand and seal on the day and year first above written.

LENDER’S SERVICE, INC.
By:	/s/ Joseph J. Murin
Joseph J. Murin
Its: President and CEO

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EXHIBIT A

	Initial Capital		Percentage
Member Name & Address	Contribution		Interest
Lender’s Service, Inc	$	100.00		100	%
700 Cherrington Parkway Coraopolis, PA 15108

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EX-3.65

Exhibit 3.65

State of Delaware

Limited Liability Company

Certificate of Formation

• First: The name of the limited liability company is: LSI Appraisal, LLC.

• Second: The address of its registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of LSI Appraisal, LLC this July 31, 2003.

By:	/s/ Christopher Abbinante Authorized Person
Name:	Christopher Abbinante

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:25 PM 07/31/2003

FILED 10:57 PM 07/31/2003

SRV 030503169 – 3688293 FILE

EX-3.66

Exhibit 3.66

LSI Appraisal, LLC

WRITTEN CONSENT OF SOLE MEMBER AND MANAGER

January 30, 2006

     The following actions are hereby taken by the sole member and manager of LSI Appraisal, LLC, a Delaware limited liability company, by written consent:

Adoption of Amended and Restated Operating Agreement

     RESOLVED, that the Amended and Restated Operating Agreement of LSI Appraisal, LLC dated December 30, 2005, attached hereto as an exhibit, which amends, replaces and supersedes any previous Operating Agreement of LSI Appraisal, LLC, is hereby ratified and approved.

     IN WITNESS WHEREOF, the undersigned, being the sole member and manager of LSI Appraisal, LLC, has executed this written consent as of January 30, 2006.

LSI Title Agency, Inc.
Sole Member and Manager

By:	/s/ Todd C. Johnson Todd C. Johnson
	Senior Vice President and Secretary

LSI Appraisal, LLC
A Delaware Limited Liability Company

AMENDED AND RESTATED OPERATING AGREEMENT

December 30, 2005

          This Amended and Restated Operating Agreement is adopted as of December 30, 2005, by LSI Title Agency, Inc., an Illinois corporation (the “Member”) in connection with the operation of LSI Appraisal, LLC, a Delaware limited liability company. Certain capitalized words used herein have the meanings set forth in Section 2 hereof.

1. ORGANIZATION

1.1	General. LSI Appraisal, LLC (the “Company”) was formed as a Delaware limited liability company by the execution and filing of the Certificate of Formation with the Delaware Secretary of State in accordance with the Act, and the rights and liabilities of the Member shall be as provided in such Act, as may be modified in this Agreement. In the event of a conflict between the provisions of the Act and the provisions of this Agreement, the provisions of this Agreement shall prevail unless the Act specifically provides that an operating agreement may not change the provision in question.
1.2	Business Purpose. The Company may engage in any lawful business activity in which a Delaware limited liability company may engage, as determined from time to time by the Member, except that the Company shall not engage in the trust company business or in the business of banking or insurance.
1.3	Name and Address of Company. The business of the Company shall be conducted under the name “LSI Appraisal, LLC”, and its initial principal office shall be located at the following address: 601 Riverside Avenue, Jacksonville, FL 32204. The principal office address may be changed from time to time as directed by the Member.
1.4	Term. The term of this Agreement shall be coterminous with the period of duration of the Company as provided in the Certificate, which is perpetual unless sooner terminated as provided in this Agreement.
1.5	Required Filings. The Member shall cause to be executed, filed, recorded, or published, such certificates and documents as may be required by this Agreement or by law in connection with the formation and operation of the Company.

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1.6	Registered Agent. The Company’s initial registered agent shall be as provided in the Certificate. The registered agent may be changed from time to time by the Member by causing the filing of the name of the new registered agent in accordance with the Act.
1.7	Tax Status. The Company shall be treated as a disregarded entity of the Member for federal and state income tax purposes.

2. DEFINITIONS

For purposes of this Agreement, the terms defined herein below shall have the following meaning unless the context clearly requires a different interpretation:

2.1	“Act” shall mean the Delaware Limited Liability Company Act, codified in the Delaware Statutes under Title 6, Section 18:101, et seq., as may be amended from time to time.
2.2	“Agreement” shall mean this Amended and Restated Operating Agreement of the Company.
2.3	“Capital Contributions” shall mean the contributions to the capital of the Company by the Member, as provided in Section 3.1 hereof.
2.4	“Certificate” shall mean the Certificate of Formation of the Company filed with the Delaware Secretary of State, as may be amended from time to time.
2.5	“Company” shall refer to the limited liability company created pursuant to the Certificate as governed by this Agreement.
2.6	“Distributions” shall mean any cash (or property to the extent applicable) distributed to the Member arising from his ownership in the Company.
2.7	“Member” shall mean LSI Title Agency, Inc.
2.8	“Net Income” and “Net Losses” shall mean the net income and net losses, respectively, of the Company as determined for federal income tax purposes.

3. CAPITAL

3.1 Capital Contributions. The Member may make contributions to the capital of the Company from time to time in its sole and absolute discretion.

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3.2 Interest. The Member shall not receive interest on its contributions to the capital of the Company.

4. FINANCIAL

4.1	Fiscal Year. The fiscal year of the Company shall end on December 31, unless the Member determines that some other fiscal year would be more appropriate and obtains the consent of the Internal Revenue Service to use that other fiscal year.
4.2	Expenses of the Company. The Company shall pay or reimburse to the Member any expenses incurred by the Member on behalf of the Company.
4.3	Net Income, Net Losses and Distribution. All Net Income and Net Losses shall be allocated to the Member. Cash and other assets shall be distributed at such times and in such amounts as determined by the Member in its sole discretion.

5. MANAGEMENT

5.1	Management of the Company. The operations and affairs of the Company shall be administered by the Member. The Member shall have all authority, rights, and powers conferred by law and those necessary or appropriate to carry out the purposes of the Company as set forth in Section 1.2.
5.2	Authority of the Member. The Member is an agent of the Company for the purpose of its business or affairs, and the act of the Member, including, but not limited to, the execution in the name of the Company, of any instrument, for the apparent purpose of carrying on in the usual way the business or affairs of the Company, binds the Company, unless the Member has, in fact, no authority to act for the Company in the particular matter and the person with whom the Member is dealing has actual knowledge of the fact that the member has no such authority.
5.3	Appointment and Duties of Officers.
(a)	Appointment of Officers. In connection with the management of the operations and affairs of the Company, the Member may, but is not required to, appoint officers of the Company. The officers of this Company may include a President, a Vice President, a Secretary, and a Chief Financial Officer. The Member, at its discretion, may also appoint such other officers, as it deems appropriate. Each officer shall exercise such powers and perform such duties as are prescribed

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	herein or as determined by the Member. Any number of offices may be held by the same person. An officer need not be a Member of the Company.
(b)	Term of Office. The Member may appoint officers to serve for any period of time that it deems appropriate. Each officer shall hold office and perform such duties appurtenant thereto until he or she shall resign or shall be removed or otherwise be disqualified to serve, or until a successor to such office is appointed upon the expiration of his or her term if a term is specified.
(c)	Removal and Resignation. Any officer may be removed, either with or without cause, by the Member or by any officer upon whom such power of removal may be conferred by the Member (subject, in each case, to the rights, if any, of an officer under any contract of employment). Any officer may resign at any time by giving written notice to the Member or to the Secretary of the Company, without prejudice, however, to the rights, if any, of the Company under any contract to which such officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
(d)	Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled, if at all, in the manner prescribed in this Agreement for regular appointments to such office.
(e)	President. The President shall be the Chief Executive Officer of the Company and shall, subject to the control of the Member, have general supervision, direction, and control of the business and officers of the Company.
(f)	Vice President. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Member or, if not ranked, the Vice President designated by the Member, shall perform all the duties of the President, and when so acting shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Member.
(g)	Secretary. The Secretary shall record or cause to be recorded, and shall keep or cause to be kept, at the Company’s principal executive office and such other place as the Member may order, a book of minutes of written actions taken by the Member. The Secretary shall keep, or cause to be kept, at the Company’s principal executive office (i) a current list of the full name and last known business or residence address of each Member and of each holder of an economic interest in the Company, together with the Capital Contribution and the Percentage Interest of each Member, (ii) a copy of the Certificate, and all amendments thereto, (iii) copies of the Company’s federal, state and local income tax or information returns and reports, if any, for the six most recent taxable years, (iv) a copy of this Agreement, and any amendments thereto, (v) copies of any written executed powers of attorney executed in relation to the Agreement

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and Certificate, (vi) copies of the financial statements of the Company, if any, for the six most recent fiscal years, and (vii) the books and records of the Company as they relate to the internal affairs of the Company for at least the current and past four fiscal years.

(h)

Chief Financial Officer. The Chief Financial Officer of the Company shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and Capital Accounts. The books of account shall at all reasonable times be open to inspection by the Member. The Chief Financial Officer shall deposit all monies and other valuables in the name and to the credit of the Company with such depositories as may be designated by the Member. The Chief Financial Officer shall disburse the funds of the Company as may be ordered by the Member, shall render to the President and the Member, whenever they request it, an account of all of his or her transactions as Chief Financial Officer and of the financial condition of the Company, and shall have such other powers and perform such other duties as may be prescribed by the Member.

6. LIABILITY OF THE MEMBER

6.1 Liability of Member. Except as specifically provided in the Act, the Member shall not be liable for the debts, liabilities, contracts, or any other obligations of the Company.

7. DISSOLUTION AND TERMINATION OF THE COMPANY

7.1 Events Causing Cancellation. Notwithstanding any provisions of the Act, the Company shall be dissolved and its affairs shall be wound up only upon the earliest to occur of the following events:

(a)	The written consent of the Member; or
(b)	Entry of a decree of judicial dissolution pursuant to the Act.

7.2	Certification of Dissolution. As soon as possible following the occurrence of any of the events specified in Section 7.1, the Member, or its legal representative, shall execute a Certificate of Cancellation in such form as shall be prescribed by the Delaware Secretary of State and file such Certificate as required by the Act.
7.3	Distribution on Dissolution. In the event of dissolution, the Member shall take full account of the Company’s assets and liabilities, shall liquidate the assets as promptly as is consistent with obtaining their fair value, or, if the assets cannot

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be sold, they shall be valued and distributed in kind, and shall apply and distribute the proceeds or assets in the following order: (a) To the payment of creditors of the Company; (b) To the creation of any reserves which the Member deems reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company; (c) To the repayment of any outstanding loans made by the Member to the Company; and (d) The remaining balance to the Member.

8. INDEMNIFICATION

8.1

General. The Company, its receiver or its trustee, shall indemnify, defend and save harmless the Member from any claims, liability, loss or damage incurred by the Member by reason of any act performed or omitted to be performed by the Member in connection with the business of the Company, including costs and attorney’s fees and any amounts expended in the settlements of any claims of liability, loss or damage; provided that if the liability, loss or claim arises out of any action or inaction of the member: (a) the Member must have determined, in good faith, that its course of conduct was in the best interests of the Company; and (b) the action or inaction did not constitute fraud, breach of fiduciary duty, gross negligence or willful malfeasance by the Member; and, provided further, that the indemnification shall be recoverable only from the assets of the Company. The Company may, however purchase and pay for that insurance, including extended coverage liability and casualty and worker’s compensation, as would be customary for any person engaging in a similar business, and name the Member as additional or primary insured parties.

8.2

Advancement of Expenses. The Company shall advance all expenses incurred by the Member in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding referenced in Section 8.1 hereof. The Member shall repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that the Member is not entitled to be indemnified by the Company as authorized hereby. The advances to be made hereunder shall be paid by the Company to the Member within ten (10) days following delivery of a written request therefore by the Member to the Company.

9. MISCELLANEOUS

9.1	Binding on Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors and permitted assigns of the Member.
9.2	Severability. If any provision of this Agreement is declared by a court of competent jurisdiction to be void or unenforceable, such provision shall be

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	deemed severed from the remainder of this Agreement and the balance of this Agreement shall remain in effect.
9.3	Notices. All notices under this Agreement shall be in writing and shall be given to the person entitled thereto, by personal service, or by mail, first class postage prepaid and addressed to the address maintained by the Company for that person or at any other address that he or she specifies in writing.
9.4	Captions. Paragraph titles or captions contained in this Agreement are inserted only as a matter of convenient reference. The title and captions in no way define, limit, extend, or describe the scope of this Agreement nor the intent of any provision hereof.
9.5	Gender. Whenever required by the context, the masculine shall include the feminine and neuter genders, and vice versa; and the word “person” shall include a corporation, partnership, firm, or other form of association; the singular shall include the plural, and vice versa.
9.6	Choice of Law. Except as necessary to ensure compliance with the Act, this Agreement shall be construed under the laws of the State of Delaware as if this Agreement were executed in and to be performed entirely within the Delaware.

     IN WITNESS WHEREOF, the undersigned, being the sole Member of LSI Appraisal, LLC, has executed this Amended and Restated Operating Agreement as of the date first above written.

MEMBER

LSI Title Agency, Inc.
An Illinois corporation

By:	/s/ Todd C. Johnson Todd C. Johnson
	Senior Vice President and Secretary

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EX-3.67

Exhibit 3.67

LSI MARYLAND, INC.

(a close corporation)

ARTICLES OF INCORPORATION

     FIRST: THE UNDERSIGNED, Maureen A. Donini whose address is CT Corporation System, Three Gateway Ctr., 16th Fl., Pittsburgh, PA 15222, being at least eighteen years of age, does hereby form a close corporation under and by virtue of the General Laws of the State of Maryland.

     SECOND: The name of the corporation (which is hereinafter called the “Corporation”) is: LSI Maryland, Inc.

     THIRD: The Corporation shall be a close corporation as authorized by Title 4 of the Corporations and Associations Article of the Annotated Code of Maryland.

     FOURTH: (a) The purposes for which and any of which the Corporation is formed and the business and objects to be carried on and promoted by it are:

     (1) To conduct the business of a title insurance agency and to do all other things incidental thereto.

     (2) To engage in any one or more businesses or transactions or to acquire all or any portion of any entity engaged in any one or more businesses or transactions which the stockholders may from time to time authorize or approve, whether or not related to the business described elsewhere in this Article or to any other business at the time or theretofore engaged in by the Corporation.

     (b) The foregoing enumerated purposes and objects shall be in no way limited or restricted by reference to, or inference from, the terms of any other clause of this or any other Article of the charter of the Corporation, and each shall be regarded as independent; and they are intended to be and shall be construed as powers as well as purposes and objects of the Corporation and shall be in addition to and not in limitation of the general powers of corporations under the General Laws of the State of Maryland.

     FIFTH: The present address of the principal office of the Corporation in this State is 901 Dulaney Valley Road, Suite 402, Towson, MD 21204.

     SIXTH: The name and address of the resident agent of the Corporation in this State are The Corporation Trust Incorporated, 32 South Street, Baltimore, MD 21202.

     SEVENTH: The total number of shares of stock of all classes which the Corporation has authority to issue is 1,000 shares of Common Stock, having a par value of $1.00 per share, amounting in the aggregate to $1,000.00.

     EIGHTH: The Corporation shall have one director, John A. Fries, who will serve until such time as the organizational meeting of directors and the issuance of at least one share of stock of the Corporation have been completed; thereafter, the affairs of the Corporation shall be controlled by its stockholders.

     NINTH: (a) The following provision is hereby adopted for the purpose of defining, limiting and regulating the powers of the Corporation and its directors and stockholders:

     (1) The Corporation, its directors and its stockholders shall be empowered and authorized to exercise all the rights and privileges conferred upon a close corporation under Title 4 of the Corporations and Associations Article of the Annotated Code of Maryland as existing on the effective date of these Articles or as the same may be amended from time to time, including without limitation the authority to enter into one or more unanimous stockholders’ agreements as authorized by Section 4-401 under such Title; but no provision of the charter or By laws of the Corporation shall as such constitute a unanimous stockholders’ agreement specially authorized by Section 4-401 under said Title unless such provision specifically states that it shall be deemed to be such a unanimous stockholders’ agreement.

     (2) The Corporation shall indemnify (A) its directors and officers, whether serving the Corporation or at its request any other entity, to the full extent required or permitted by the General Laws of the State of Maryland now or hereafter in force, including the advance of expenses under the procedures and to the full extent permitted by law and (B) other employees and agents to such extent as shall be authorized by the Board of Directors or the Corporation’s By-Laws and be permitted by law. The foregoing rights of indemnification shall not be exclusive of any other rights to which those seeking indemnification may be entitled. The Board of Directors may take such action as is necessary to carry out these indemnification provisions and is expressly empowered to adopt, approve and amend from time to time such by-laws, resolutions or contracts implementing such provisions or such further indemnification arrangements as may be permitted by law. No amendment of the charter of the Corporation shall limit or eliminate the right to indemnification provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.

     (3) The Corporation reserves the right from time to time to make any amendments of its charter which may now or hereafter be authorized by law, including any amendments changing the terms or contract rights, as expressly set forth in its charter, of any of its outstanding stock by classifications, reclassification or otherwise.

     (b) The enumeration and definition of particular powers of the stockholders acting in lieu of the Board of Directors included in the foregoing shall in no way be limited or restricted by reference to or inference from the terms of any other clause of this or any other Article of this charter of the Corporation, or construed as or deemed by inference

or otherwise in any manner to exclude or limit any powers conferred upon the stockholders acting in lieu of the Board of Directors under the General Laws of the State of Maryland now or hereafter in force.

     TENTH: The duration of this Corporation shall be perpetual.

     IN WITNESS WHEREOF, I have signed these Articles of Incorporation acknowledging the same to be my act, on the 18th day of December, 1995.

WITNESS:

/s/ Maureen A. Donini Maureen A. Donini

EX-3.68

Exhibit 3.68

AMENDED AND RESTATED

BY-LAWS

OF

LSI MARYLAND, INC.

ARTICLE I — OFFICES

LSI MARYLAND, INC. (hereinafter called the “Corporation”) may establish or discontinue, from time to time, such offices and places of business within or without the State of Maryland as the Board of Directors may deem proper for the conduct of the Corporation’s business.

ARTICLE II — MEETINGS OF STOCKHOLDERS

Section 1. Annual Meeting. The annual meeting of the holders or shares of such class or shares of stock as are entitled to notice thereof and to vote thereat pursuant to the provisions of the Articles of Incorporation (hereinafter called “Annual Meeting of Stockholders”) for the purpose of electing directors and transacting such other business as may come before it shall be held in each year at such time, on such day and at such place, within or without the State of Maryland, as shall be designated by the Board of Directors.

Section 2. Special Meetings. In addition to such annual meetings as are provided for by law or by the Articles of Incorporation, special meetings of the holders of any Class or series or of all classes or series of the Corporation’s stock may be called at any time by the Board of Directors and may be held at such time, on such day and at such place, within or without the State of Maryland, as shall be designated by the Board of Directors.

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Section 3. Notice of Meetings. Except as otherwise provided by law, notice of each meeting of stockholders shall be given either by delivering a notice personally or mailing a notice to each stockholder of record entitled to vote thereat. If mailed, the notice shall be directed to the stockholder in a postage-prepaid envelope at his or her address as it appears on the stock books of the Corporation unless, prior to the time of mailing, he or she shall have filed with the Secretary a written request that notices intended for him or her be mailed to some other address, in which case it shall be mailed to the address designated in such request. Notice of each meeting of stockholders shall be in such form as is approved by the Board of Directors or the Secretary, as the case may be, and shall state the purpose or purposes for which the meeting is called, the time when and the place where it is to be held, and shall be delivered personally or mailed not more than fifty (50) days and not fewer than ten (10) days before the day of the meeting. Except as otherwise provided by law, the business that may be transacted at any such meeting of stockholders shall consist of and be limited to the purpose or purposes so stated in such notice.

Section 4. Waiver of Notice. Anything herein contained to the contrary notwithstanding, notice of any meeting of stockholders shall not be required as to any stockholder who shall attend and participate in the business transacted at such meeting in person or by proxy, or who shall, or whose proxy or attorney duly authorized shall, sign a written waiver thereof, whether before or after the time stated therein. Attendance of a person at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the person attends such meeting for the purpose

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of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 5. Organization. The Chairman of the Board shall act as chairman at all meetings of stockholders at which he or she is present and as such chairman shall call such meetings of stockholders to order and preside thereat. If the Chairman of the Board shall be absent from any meeting of stockholders, the duties otherwise provided in this Section 5 of Article 11 to be performed by him or her at such meeting shall be performed at such meeting by the officer provided by Section 6 of Article V. The Secretary of the Corporation shall act as secretary at all meetings of the stockholders, but in his or her absence the chairman of the meeting may appoint any person present to act as secretary of the meeting.

Section 6. Judges. All votes by ballot at any meeting of stockholders shall be conducted by two judges who shall, except as otherwise provided by law, be appointed for the purposes by the chairman of the meeting. The judges shall decide upon the qualifications of voters, count the votes and declare the result.

Section 7. Stockholders Entitled to Vote. The Board of Directors may fix a date not more than fifty (50) days nor less than ten (10) days prior to the date of any meeting of stockholders or prior to the last day on which the consent or dissent of stockholders may be effectively expressed for any purpose without a meeting, as a record date for the determination of the stockholders, entitled to notice of, and to vote at, such meeting and any adjournment thereof, or to give such

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consent or express such dissent, and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to notice of, and to vote at, such meeting and any adjournment thereof, or to give such consent or express such dissent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid. The Secretary shall prepare and make or cause to be prepared and made, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each such stockholder and the number of shares registered in the name of each such stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place, specified in the notice of the meeting, within the city where the meeting is to be hold, or, if not so specified, at the place where the meeting is to be held. Such list shall be produced and kept at the time and place of the meeting during the whole time thereof, and subject to the inspection of any stockholder who may be present.

Section 8. Quorum and Adjournment. Except as otherwise provided by law or by the Articles of Incorporation, the holders of a majority of the shares of stock entitled to vote at the meeting present in person or by proxy without regard to class or series shall constitute a quorum at all meetings of the stockholders. In the absence of a quorum, the holders of a majority of such shares of stock present in person or by proxy may adjourn any meeting, from time to time, until a quorum shall be present. At any such adjourned meeting at which a quorum may be present, any business may be transacted that might have been transacted at the meeting as originally called.

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No notice of any adjourned meeting need be given other than by announcement at the meeting that it is being adjourned, provided that if the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, then a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 9. Order of Business. The order of business at all meetings of stockholders shall be as determined by the chairman of the meeting or as is otherwise determined by the vote of the holders of a majority of the shares of stock present in person or by proxy and entitled to vote without regard to class or series at the meeting.

Section 10. Vote of Stockholders. Except as otherwise permitted by law or by the Articles of Incorporation or the By-Laws, all action by stockholders shall be taken at a stockholders’ meeting. Every stockholder of record, as determined pursuant to Section 7 of this Article II, and who is entitled to vote, shall be entitled at every meeting of the stockholders to one vote for every share of stock standing in his or her name on the books of the Corporation, except as otherwise expressly provided in the Articles of Incorporation with respect to any class or series of the Corporation’s capital stock. Every stockholder entitled to vote shall have the right to vote in person or by proxy duly appointed by an instrument in writing, subscribed by such stockholder and executed not more than three (3) years prior to the meeting, unless the instrument provides for a longer period. The attendance at any meeting of stockholders of a stockholder who may theretofore have given a proxy shall not have the effect of rescinding such proxy unless such stockholder shall in writing so notify the secretary of the meeting prior to the voting of the proxy.

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Election of directors shall be by ballot but, unless otherwise provided by law, no vote on any question upon which a vote of the stockholders may be taken need be by ballot unless the chairman of the meeting shall determine that it shall be by ballot or the holders of a majority of the shares of stock present in person or by proxy and entitled to participate in such vote shall so demand. In a vote by ballot each ballot shall state the number of shares voted and the name of the stockholder or proxy voting. Except as otherwise provided by law, by the Articles of Incorporation or by Section 14 of Article III, all elections of directors and all questions shall be decided by the vote of the holders of a majority of the shares of stock present in person or by proxy at the meeting and entitled to vote in the election or on the question.

Section 11. Consent of Stockholders in Lieu of Meeting. Except as otherwise provided by law or by the Articles of Incorporation, any action required to be taken, or which may be taken, at any meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of shares of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of stock entitled to vote thereon were present and voted, provided, that prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

Section 12. Attendance at Stockholders’ Meetings. Except as otherwise provided by the Articles of Incorporation or the By-Laws, any stockholder of the Corporation shall be entitled to

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attend any meeting of stockholders of the Corporation regardless of whether such stockholder shall be entitled to vote any shares thereat or to have received notice thereof.

ARTICLE III — BOARD OF DIRECTORS

Section 1. Election and Term. Except as otherwise provided by law or by the Articles of Incorporation, and subject to the provisions of Sections 2, 13, 14 and 15 of this Article III, directors shall be elected at the annual meeting of stockholders to serve until the next annual meeting of stockholders and until their successors are elected and qualify or until their earlier resignation or removal.

Section 2. Qualification. Acceptance of the office of director may be expressed orally or in writing. The Board of Directors or the stockholders may fix, from time to time, such qualifications, if any, for election as a director or the continued holding of such office as they may deem appropriate in view of the Corporation’s business. Whenever any director of the Corporation ceases to be an employee of the Corporation and of all corporations that control or are under common control with the Corporation, he or she shall thereupon also cease to be a director of the Corporation without any further action on his or her part or on the part of the Board of Directors or the Chairman of the Board.

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Section 3. Number. The Corporation shall have three directors as of the date of adoption hereof and thereafter such number as shall be fixed from time to time by resolution of the Board of Directors or by action of the Stockholders.

Section 4. General Powers. The business, properties and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which, without limiting the generality of the foregoing, shall have power to elect and appoint officers of the Corporation, to appoint and direct agents, to grant general or limited authority to officers, employees and agents of the Corporation to make, execute and deliver contracts and other instruments and documents in the name and on behalf of the Corporation and over its seal, without specific authority in each case, and to appoint committees of the Board of Directors in addition to those provided for in Article IV hereof, the membership of which may consist of either one or more directors and one or more persons who are not directors or two or more persons who are not directors, and which may advise the Board of Directors with respect to any matters relating to the conduct of the Corporation’s business. The Board of Directors may designate one or more directors as alternate members of any committee, including those provided for in Article IV hereof, who may replace any absent or disqualified member at any meeting of the committee. In addition, the Board of Directors may exercise all the powers of the Corporation and do all lawful acts and things that are not reserved to the stockholders by law or by the Articles of Incorporation.

Section 5. Place of Meetings. Meetings of the Board of Directors may be held at any place, within or without the State of Maryland, from time to time designated by the Board of Directors.

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Section 6. Organization Meeting. A newly elected Board of Directors shall meet and organize, and may transact any other business that might be transacted at a regular meeting thereof, as soon as practicable after each annual meeting of stockholders, at the place at which such meeting of stockholders took place, without notice of such meeting, provided a majority of the whole Board of Directors is present. If such a majority is not present, such organization meeting may be held at any other time or place that may be specified in a notice given in the manner provided in Section 8 of this Article III for special meetings of the Board of Directors, or in a waiver of notice thereof.

Section 7. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times as may be determined by resolution of the Board of Directors and no notice shall be required for any regular meeting. Except as otherwise provided by law, any business may be transacted at any regular meeting of the Board of Directors.

Section 8. Special Meetings; Notice and Waiver of Notice. Special meetings of the Board of Directors shall be called by the Secretary on the request of the Chairman of the Board, or the President, or on the request of any director stating the purpose or purposes of such meeting. Notice of any special meeting shall be in form approved by the director pursuant to whose request the meeting was called, subject to the reasonable control of the Secretary. Notices of special meetings shall be mailed to each director, addressed to him or her at his or her residence or usual place of business, not later than two (2) days before the day on which the meeting is to

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be held, or shall be sent to him or her at such place by telegraph, cable or other form of recorded communication, or be delivered personally or by telephone, not later than the day before such day of meeting. Notice of any meeting of the Board of Directors or of any committee thereof need not be given to any director if he or she shall sign a written waiver thereof either before or after the time stated therein, or if he or she shall be present at the meeting and participate in the business transacted thereat except if a director attends for the purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any meeting of the Board of Directors or of any committee thereof shall be a legal meeting without any notice thereof having been given, if all the members shall be present thereat. Unless limited by law, by the Articles of Incorporation, by the By-Laws, or by the terms of the notice thereof, any and all business may be transacted at any special meeting.

Section 9. Organization of Meetings. The Chairman of the Board shall preside at all meetings of the Board of Directors at which he or she is present. If the Chairman of the Board shall be absent from any meeting of the Board of Directors, the duties otherwise provided in this Section 9 of Article III to be performed by him or her at such meeting shall be performed at such meeting by the officer prescribed by Section 8 of Article V. If no such officer is present at such meeting, one of the directors present shall be chosen by the members of the Board of Directors present to preside at such meeting. The Secretary of the Corporation shall act as the secretary at all meetings of the Board of Directors and in his or her absence a temporary secretary shall be appointed by the chairman of the meeting.

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Section 10. Quorum and Manner of Acting. Except as otherwise provided by Section 6 of this Article III, at every meeting of the Board of Directors two-thirds (2/3) of the total number of directors constituting the whole Board of Directors shall constitute a quorum but in no event shall a quorum be constituted by less than two (2) directors (unless the Board of Directors is comprised of one director only). Except as otherwise provided by law, or by the Articles of Incorporation, or by Section 15(a) of this Article III, or by Section 1 of Article IV, or by Section 3 of Article V, or by Article IX, the act of a majority of the directors present at any such meeting, at which a quorum is present, shall be the act of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn any meeting, from time to time, until a quorum is present. No notice of any adjourned meeting need be given other than by announcement at the meeting that is being adjourned. Members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or of such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation by a member of the Board of Directors in a meeting pursuant to this Section 10 of this Article III shall constitute his or her presence in person at such meeting.

Section 11. Voting. On any question on which the Board of Directors shall vote, the names of those voting and their votes shall be entered in the minutes of the meeting when any member of the Board of Directors so requests at the time.

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Section 12. Action without a Meeting. Except as otherwise provided by law or by the Articles of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if prior to such action all members of the Board of Directors or of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors, or the committee.

Section 13. Resignations. Any director may resign at any time upon written notice of resignation to the Corporation. Any resignation shall be effective immediately unless a date certain is specified for it to take effect, in which event it shall be effective upon such date, and acceptance of any resignation shall not be necessary to make it effective, irrespective of whether the resignation is tendered subject to such acceptance.

Section 14. Removal of Directors. Any director may be removed, either for or without cause, at any time, by action of the holders of record of a majority of the outstanding shares of stock entitled to vote at an election of directors, either at a meeting of the holders of such shares or, whenever permitted by law and the Articles of Incorporation, without a meeting by their written consents thereto.

Section 15. Filling of Vacancies. Except as otherwise provided by law or the Articles of Incorporation, in case of any increase in the number of directors, or of any vacancy in the Board of Directors, including any prospective vacancy to result from the effectiveness at a future date

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of a resignation therefrom, the additional director or directors may be elected, or, as the case may be, the vacancy or vacancies may be filled, either (a) by the Board of Directors at any meeting by affirmative vote of a majority of the remaining directors though the remaining directors be less than the quorum provided in Section 10 of this Article III, or by a sole remaining director, or (b) by the holders of capital stock of the Corporation entitled to vote thereon, either at an Annual Meeting of Stockholders or at a special meeting of such holders called for that purpose. The directors so chosen shall hold office until the next annual meeting of stockholders and until their-successors are elected and qualify or until their earlier removal or resignation.

ARTICLE IV — COMMITTEES

Section 1. Constitution and Power. The Board of Directors may, by resolution adopted by affirmative vote of a majority of the whole Board of Directors, appoint one or more committees of the Board of Directors, which shall have such powers and duties as the Board of Directors shall properly determine. No such committee of the Board of Directors shall be composed of fewer than two (2) directors.

Section 2. Place of Meetings. Meetings of any committee of the Board of Directors may be held at any place, within or without the State of Maryland, from time to time designated by the Board of Directors or such committee.

Section 3. Meetings; Notice and Waiver of Notice. Regular meetings of any committees of the Board of Directors shall be held at such times as may be determined by resolution either of the

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Board of Directors or of such committee and no notice shall be required for any regular meeting. Special meetings of any committee shall be called by the secretary thereof upon request of any member. Notice of any special meeting of any committee shall be in form approved by the Chairman of the Board. Notices of special meetings shall be mailed to each member, addressed to him or her at his or her residence or usual place of business, not later then two (2) days before the day an which the meeting is to be held, or shall be sent to him or her at such place by telegraph, cable or any other form of recorded communication, or be delivered personally or by telephone, not later than the day before such day of meeting. Neither the business to be transacted at, nor the purpose of, any special meeting of any committee, need be specified in any notice or written waiver of notice unless so required by the Articles of Incorporation or the By-Laws. Notices of any such meeting need not be given to any member of any committee, however, if waived by him or her as provided in Section 8 of Article III, and the provisions of such Section 8 with respect to waiver of notice of meetings of the Board of Directors shall apply to meetings of any committee as well.

Section 4. Organization of Meetings. The most senior officer of the Corporation present, if any be members of the committee, and, if not, the director present who has served the longest as a director, except as otherwise expressly provided in the By-Laws or by the Board of Directors or the committee, shall preside at all meetings of any committee. The Secretary of the Corporation, except as otherwise expressly provided by the Board of Directors, shall act as secretary at all meetings of any committee and in his or her absence a temporary secretary shall be appointed by the chairman of the meeting.

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Section 5. Quorum and Manner of Acting. Two-thirds (2/3) of the members of any committee then in office, but not less then two (2), shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee. In the absence of a quorum, a majority of the members of any committee present, or, if two or fewer members shall be present any member of the committee present or the Secretary, may adjourn any meeting, from time to time, until a quorum is present. No notice of any adjourned meeting need be given other then by announcement at the meeting that is being adjourned. The provisions of Section 10 of Article III with respect to participation in a meeting of a committee of the Board of Directors and the provisions of Section 12 of Article III with respect to action taken by a committee of the Board of Directors without a meeting shall apply to participation in meetings of and action taken by any committee.

ARTICLE V — THE OFFICERS

Section 1. Officers; Qualifications. The elected officers of the Corporation shall be a Chairman of the Board and/or a President and a Secretary and also may include one or more Executive Vice Presidents, Senior Vice Presidents, and Vice Presidents, and a Treasurer. The elected officers shall be elected by the Board of Directors. One or more Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers, and other officers and agents may be appointed by the Board of Directors or may be appointed pursuant to Sections 8 or 7 of this Article V. Whenever any officer of the Corporation ceases to be an employee of the Corporation and of all corporations that control or are under common control with the Corporation, he or she shall thereupon also

15

cease to be an officer of the Corporation without any further action on his or her part or an the part of the Board of Directors or the Chairman of the Board.

Section 2. Term of Office; Vacancies. So far as is practicable, all elected officers shall be elected at the organization meeting of the Board of Directors in each year, held except as otherwise provided in Sections 1, 3 and 4, and subject to the provisions of Section 6 of this Article V, shall hold office until the organization meeting of the Board of Directors in the next subsequent year and until their respective successors are elected and qualify, or until their earlier removal or resignation. All appointed officers shall hold office during the pleasure of the Board of Directors and the President. If any vacancy shall occur in any office, the Board of Directors may elect or appoint a successor to fill such vacancy for the remainder of the term.

Section 3. Removal of Elected Officers. Any elected officer may be removed at any time, either for or without cause, by affirmative vote of a majority of the whole Board of Directors, or by the stockholders, at any regular meeting or at any special meeting called for the purpose.

Section 4. Resignations. Any officer may resign at any time upon written notice of resignation to the Corporation. Any resignation shall be effective immediately unless a date certain is specified for it to take effect, in which event it shall be effective upon such date, and acceptance of any resignation shall not be necessary to make it effective, irrespective of whether the resignation is tendered subject to such acceptance.

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Section 5. Officers Holding More Than One Office. Any officer may hold two or more offices, the duties of which can be performed concurrently by the same person.

Section 6. The Chairman of the Board. The Chairman of the Board, if any, shall be the chief executive officer of the Corporation. He or she shall direct, coordinate and control the Corporation’s business and activities and its operating expenses and capital expenditures, and shall have general authority to exercise all the powers necessary for the chief executive officer of the Corporation, all in accordance with policies established by and subject to the control of the Board of Directors. He or she shall be responsible for the employment or appointment of employees, agents and officers (except officers to be elected by the Board of Directors pursuant to Section 1 of this Article V) as may be required for the conduct of the business and the attainment of the objectives of the Corporation. He or she shall have authority to suspend or to remove any employee, agent or appointed officer of the Corporation and to suspend for cause any elected officer of the Corporation and, in the case of the suspension for cause of any such elected officer, to recommend to the Board of Directors what further action should be taken. He or she shall have general authority to execute bonds, deeds and contracts in the name and on behalf of the Corporation. As provided in Section 5 of Article 11, he or she shall act as Chairman at all meetings of the stockholders at which he or she is present, and, as provided in Section 9 of Article III, he or she shall preside at all meetings of the Board of Directors at which he or she is present. In the absence of the Chairman of the Board, or if no person is elected to such office, his or her duties shall be performed and his or her authority shall be exercised by the President, and, in the absence of the President and the Chairman of the Board, such duties shall

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be performed and his or her authority may be exercised by such officer as may have been designated by the most senior officer of the Corporation who has made any such designation, with the right reserved to the Board of Directors to make the designation or supersede any designation so made.

Section 7. The President. The President shall be the chief operating officer of the Corporation. He or she shall implement the general directives, plans and policies formulated by the Chairman of the Board pursuant to the By-Laws, or if none, by the Board of Directors, and in general shall have authority to exercise all powers delegated to him or her by the Chairman of the Board or Board of Directors and shall establish operating and administrative plans and policies and direct and coordinate the Corporation’s organizational components, within the scope of the authority delegated to him or her by the Board of Directors or the Chairman of the Board. He or she shall have general authority to execute bonds, deeds and contracts in the name and on behalf of the Corporation and responsibility for the employment or appointment of such employees, agents and officers (except officers to be elected by the Board of Directors pursuant to Section 1 of this Article V) as may be required to carry on the operations of the business. He or she shall have authority to suspend or to remove any employee or agent of the Corporation (other than officers). As provided in Section 6 of this Article V, in the absence of the Chairman of the Board, or if no person is elected to such office, his or her duties shall be performed and his or her authority shall be exercised by the President. In the absence of the President, his or her duties shall be performed and his or her authority may be exercised by the Chairman of the Board. In the absence of the Chairman of the Board and the President, such duties shall be performed and such authority may

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be exercised by such officer as may have been designated by the most senior officer of the Corporation who has made any such designation, with the right reserved to the Board of Directors to make the designation or supersede any designation so made.

Section 8. The Executive Vice Presidents. The several Executive Vice Presidents, if any, shall perform such duties and may exercise such authority as may from time to time be conferred upon them by the Board of Directors, the Chairman of the Board or the President.

Section 9. The Senior Vice Presidents. The several Senior Vice Presidents, if any, shall perform such duties and may exercise such authority as may from time to time be conferred upon them by the Board of Directors, the Chairman of the Board, the President, or any Executive Vice President.

Section 10. The Vice Presidents. The several Vice Presidents, if any, shall perform such duties and may exercise such authority as may from to time be conferred upon them by the Board of Directors, the Chairman of the Board, the President, any Executive Vice President, or any Senior Vice President.

Section 11. The Secretary. The Secretary shall attend to the giving of notice of all meetings of stockholders and of the Board of Directors and committees thereof, and, as provided in Section 5 of Article 11, Section 9 of Article III, and Section 4 of Article IV, shall keep minutes of all proceedings at meetings of the stockholders, and of the Board of Directors and committees

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thereof at which he or she is present, and where some other person has served as secretary thereto, the Secretary shall maintain custody of the minutes of such proceedings. As provided in Section 2 of Article VII, he or she shall have charge of the corporate seal and shall have authority to attest any and all instruments or writings to which the same may be affixed. He or she shall keep and account for all books, documents, papers and records of the Corporation, except those for which some other officer or agent is properly accountable. He or she shall generally perform all the duties usually appertaining to the office of secretary of a corporation. In the absence of the Secretary, such person as shall be designated by the Chairman of the Board shall perform his or her duties.

Section 12. The Treasurer. The Treasurer shall have the care and custody of all the funds of the Corporation and shall deposit the same in such banks or other depositories as the Board of Directors, or any officer or officers, or any officer and agent jointly, thereunto duly authorized by the By-Laws or by the Board of Directors, shall, from time to time, direct or approve. He or she shall keep a full and accurate account of all moneys received and paid on account of the Corporation, and shall render a statement of his or her accounts whenever the Board of Directors or any other appropriate elected officer of the Corporation shall require. He or she shall perform all other necessary acts and duties in connection with the administration of the financial affairs of the Corporation and shall generally perform all the duties usually appertaining to the office of the treasurer of a corporation. When required by the Board of Directors, or any other appropriate elected officer of the Corporation, he or she shall give bonds for the faithful discharge of his or her duties in such sums and with such sureties as the Board of Directors, or any other appropriate

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elected officer of the Corporation, shall approve. In the absence of the Treasurer, such person as shall be designated by the Chairman of the Board shall perform his or her duties.

Section 13. Additional Duties and Authority. In addition to the foregoing specifically enumerated duties and authority, the several officers of the Corporation shall perform such other duties and may exercise such further authority as the Board of Directors may, from time to time, determine or as may be assigned to them by any superior officer.

ARTICLE VI — STOCK AND TRANSFERS OF STOCK

Section 1. Stock Certificates. The capital stock of the Corporation shall be represented by certificates signed by, or in the name of the Corporation by the Chairman of the Board, the President, any Executive Vice President, any Senior Vice President or any Vice President and the Secretary or an Assistant Secretary, and sealed with the seal of the Corporation. In case any such officer who has signed any such certificate shall have ceased to be such officer before such certificate is delivered by the Corporation, it may nevertheless be issued and delivered by the Corporation with the same effect as if such officer had not ceased to be such at the date of its delivery. The certificates representing the capital stock of the Corporation shall be in such form as shall be approved by the Board of Directors.

Section 2. Transfers of Stock. Transfers of stock shall be made on the books of the Corporation by the Secretary or an Assistant Secretary of the Corporation, or by an attorney lawfully constituted in writing, and upon surrender and cancellation of a certificate or certificates

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for a like number of shares of the same class or series of stock, with duly executed assignment and power of transfer endorsed thereon or attached thereto, and with such proof of the authenticity of the signatures as the Corporation or its agents may reasonably require and with all required stock transfer tax stamps affixed thereto and canceled or accompanied by sufficient funds to pay such taxes.

Section 3. Lost Certificates. In case any certificate of stock shall be lost, stolen or destroyed, the Board of Directors, in its discretion, or any officer or officers thereunto duly authorized by the Board of Directors, may authorize the issue of a substitute certificate in place of the certificate so lost, stolen or destroyed, provided, however, that, in each such case, the applicant for a substitute certificate shall furnish evidence to the Corporation, which it determines in its discretion is satisfactory, of the loss, theft or destruction of such certificate and of the ownership thereof, and also such security or indemnity as may be required by it.

Section 4. Determination of Stockholders of Record for Certain Purposes. The Board of Directors may fix, in advance, a date, not more than sixty (60) days prior to the date of payment of any dividend or other distribution, or the date for the allotment of rights, or the date when any change, conversion or exchange of capital stock shall go into effect, as a record date for the determination of the stockholders entitled to receive payment of any such dividend or other distribution or any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of its capital stock, and in such case only stockholders of record on the date so fixed shall be entitled to receive payment of such dividend, or to receive such

22

allotment of rights, or to exercise such rights, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid.

ARTICLE VII — CORPORATE SEAL

Section 1. Seal. The seal of the Corporation shall be in the form of a circle and shall bear the name of the Corporation and, in the center of the circle, the words “Corporate Seal, Maryland” and the year of incorporation. Nothing herein shall preclude the use of the word “seal” in lieu of affixing the seal of the Corporation to a document in accordance with the provisions of Section 1-304 of the Maryland Annotated Corporations and Associations Code.

Section 2. Affixing and Attesting. The seal of the Corporation shall be in the custody of the Secretary, who shall have power to affix it to the proper corporate instruments and documents, and who shall attest it. In his or her absence, it may be affixed and attested by an Assistant Secretary, or by the Treasurer or an Assistant Treasurer or by any other person or persons as may be designated by the Board of Directors.

ARTICLE VIII — MISCELLANEOUS

Section 1. Fiscal Year. The fiscal year of the Corporation shall end on the final Friday of December in each year and the succeeding fiscal year shall begin on the day next succeeding the last day of the preceding fiscal year.

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Section 2. Signatures on Negotiable Instruments. All bills, notes, checks or other instruments for the payment of money shall be signed or countersigned by such officers or agents and in such manner as, from time to time, may be prescribed by resolution (whether general or special) of the Board of Directors, or may be prescribed by any officer or officers, or any officer and agent jointly, thereunto duly authorized by the Board of Directors.

Section 3. References to Article and Section Numbers and to the By-Laws and the Articles of Incorporation. Whenever in the By-Laws reference is made to an Article or Section number, such reference is to the number of an Article or Section of the By-Laws. Whenever in the By-Laws reference is made to the By-Laws, such reference is to these By-Laws of the Corporation, as amended, and whenever reference is made to the Articles of Incorporation, such reference is to the articles of incorporation of the Corporation, as amended, including all documents deemed by the General Corporation Law of the State of Maryland to constitute a part thereof.

ARTICLE IX — AMENDMENTS

The By-Laws may be altered, amended or repealed at any Annual Meeting of Stockholders, or at any special meeting of holders of shares of stock entitled to vote thereon, provided that in the case of a special meeting, notice of such proposed alteration, amendment or repeal be included in the notes of meeting, by a vote of the holders of a majority of the shares of stock present in person or by proxy at the meeting and entitled to vote thereon, or (except as otherwise expressly

24

provided in any By-Law adopted by the stockholders) by the Board of Directors at any valid meeting by affirmative vote of a majority of the whole Board of Directors.

Date Adopted: May 28, 1997

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EX-3.69

Exhibit 3.69

Filling Fee: $150.00 Franchise Tax $25.00 Total $175.00  File # 63531472 Approved:  PHS  Submit in duplicate                      Type or Print clearly in black ink                      Do not write above this line                     

1. CORPORATE NAME: LSI Title Agency, Inc.  

(The corporate name must contain the word “corporation”, “company,” “incorporated,” “limited” or an abbreviation thereof.)

2.	Initial Registered Agent:	C T Corporation System
		First Name		Middle Initial		Last name
	Initial Registered Office:	208 S. LaSalle Street			814
		Number          Street		Suite #		(A P.O. BOX ALONE IS NOT ACCEPTABLE)
		Chicago	IL 60604			Cook
		City		ZIP Code		County

3.	Purpose or purposes for which the corporation is organized:
	(If not sufficient space to cover this point, add one or more sheets of this size.)
	The transaction of any or all lawful businesses for which corporations may be incorporated under the Illinois Business Corporation Act.

4. Paragraph 1: Authorized Shares, Issued Shares and Consideration Received:

	Number of Shares		Number of Shares			Consideration to be
Class	Authorized		Proposed to be Issued			Received Therefor
common		1,000		1,000		$	1000.00
					TOTAL =	$	1000.00

Paragraph 2: The preferences, qualifications, limitations, restrictions and special or relative rights in respect of the shares of each class are:
                                        none

(If not sufficient space to cover this point, add one or more sheets of this size.)

(over)

5. OPTIONAL:	(a)	Number of directors constituting the initial board of directors of the corporation:                     .
	(b)	Names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and qualify:

        Name Address City, State, ZIP

6. OPTIONAL:	(a)	It is estimated that the value of all property to be owned by the corporation for the following year wherever located will be:	$
	(b)	It is estimated that the value of the property to be located within the State of Illinois during the following year will be:	$
	(c)	It is estimated that the gross amount of business that will be transacted by the corporation during the following year will be:	$
	(d)	It is estimated that the gross amount of business that will be transacted from places of business in the State of Illinois during the following year will be:	$

7. OPTIONAL:	OTHER PROVISIONS
	Attach a separate sheet of this size for any other provision to be included in the Articles of Incorporation, e.g., authorizing preemptive rights, denying cumulative voting, regulating internal affairs, voting majority requirements, fixing a duration other than perpetual, etc.

8. NAME(S) & ADDRESS(ES) OF INCORPORATOR(S)

     The undersigned incorporator(s) hereby declare(s), under penalties of perjury, that the statements made in the foregoing Articles of Incorporation are true.

Dated	May 10	,	2004
	(Month & Day)		Year

	Signature and Name			Address
1.	/s/ Eileen W. Van Roeyen	1.	171 North Clark Street, 8th Floor
	Signature		Street
	Eileen W. Van Roeyen		Chicago	IL	60601-3294
	(Type or Print Name)		City/Town	State	ZIP Code
2.		2.
	Signature		Street
	(Type or Print Name)		City/Town	State	ZIP Code
3.		3.
	Signature		Street
	(Type or Print Name)		City/Town	State	ZIP Code

(Signatures must be in BLACK INK on original document. Carbon copy, photocopy or rubber stamp signatures may only be used on conformed copies.)

NOTE: If a corporation acts as incorporator, the name of the corporation and the state of incorporation shall be shown and the execution shall be by a duly authorized corporate officer. Type or print officer’s name and title beneath signature.

Note 1: Fee Schedule	Note 2: Return to:
The initial franchise tax is assessed at the rate of 15/100 of 1 percent	Fidelity National
($1.50 per $1,000) on the paid-in capital represented in this State.	(Firm name)
(Minimum initial franchise tax is $25)	Eileen W. Van Roeyen
	(Attention)
The filing fee is $150	171 N. Clark St. - 8th Floor
	(Mailing Address)
The minimum total due (franchise tax + filing fee) is $175.	Chicago IL 60601-3294
	(City, State, ZIP Code)

EX-3.70

Exhibit 3.70

LSI TITLE AGENCY, INC.
An Illinois corporation

AMENDED AND RESTATED BYLAWS

January 23, 2006

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office shall be in the State of Illinois.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Illinois as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. Time and Place of Meetings. All meetings of the shareholders shall be held at such time and place, within or without the State of Illinois, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meetings. Annual meetings of shareholders shall be held on the first Tuesday of April, if not a legal holiday, and if a legal holiday, then on the next business day following, or at such other date as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. At the annual meeting, the shareholders entitled to vote thereat shall elect a Board of Directors and transact such other business as may properly be brought before the meeting.

Section 3. Special Meetings. Special meetings of the shareholders, unless otherwise prescribed by statute or provided by the Articles of Incorporation or these bylaws, may be called by the President or the Board of Directors or by the holders of at least 10% of all shares entitled to vote at the meeting. Business conducted at any special meeting shall be confined to the purpose or purposes described in the notice thereof.

Section 4. Notice. Written or printed notice stating the place, day and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 calendar days (20 days in the case of a meeting to approve a plan of merger or exchange) nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary or the officer or other person calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the

shareholder at his or its address as it appears on the share transfer records of the Corporation, with postage prepaid.

Section 5. Quorum. A quorum shall be present at a meeting of shareholders if the holder or holders of a majority of the shares entitled to vote are present in person, represented by duly authorized representative in the case of a corporation or other legal entity or represented by proxy, unless otherwise provided in the Articles of Incorporation. Unless otherwise provided in the Articles of Incorporation or these bylaws, once a quorum is present at a duly constituted meeting of shareholders, the shareholders present or represented at the meeting may conduct such business as may be properly brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any shareholder present or represented shall not affect the presence of a quorum at the meeting. Unless otherwise provided in the Articles of Incorporation or these bylaws, the shareholders entitled to vote and present or represented at a meeting of shareholders at which a quorum is not present may adjourn the meeting until such time and to such place as may be determined by a vote of the holders of a majority of the shares represented at the meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be conducted which might have been conducted at the meeting as originally notified.

Section 6. Voting. With respect to any matter, other than the election of directors or a matter for which the affirmative vote of the holders of a specified portion of the shares is required by statute, the affirmative vote of the holders of a majority of the shares entitled to vote on that matter and represented at a meeting of shareholders at which a quorum is present shall be the act of the shareholders, unless otherwise provided in the Articles of Incorporation or these bylaws. Unless otherwise provided in the Articles of Incorporation of these bylaws, directors shall be elected by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present.

Section 7. Method of Voting. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the Articles of Incorporation provide for more or less than one vote per share or limit or deny voting rights to the holders of the shares of any class or series or as otherwise provided by statute. A shareholder may vote in person, by duly authorized representative in the case of a corporation or other legal entity or by proxy executed in writing by the shareholder or by his or its duly authorized attorney-in-fact. Each proxy shall be filed with the Secretary of the Corporation prior to the time of the meeting.

Section 8. Action Without Meeting. Unless otherwise provided in the Articles of Incorporation, any action required or permitted to be taken at any meeting of the shareholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall have been signed by the holder or holders of all the shares entitled to vote with respect to the action that is the subject of the consent.

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ARTICLE III

DIRECTORS

Section 1. Responsibilities. The powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, its Board of Directors.

Section 2. Number; Term. The number of directors shall be no less than one (1) and no more than three (3). The number of directors shall be fixed from time to time by the Board of Directors or by the shareholders at the annual or a special meeting. No decrease in the number of directors shall have the effect of shortening the term of an incumbent director. The directors shall be elected at the annual meeting of the shareholders, except as provided in Section 3 below. At each annual meeting, the holders of shares entitled to vote in the election of directors shall elect directors to hold office until the next succeeding annual meeting. Unless removed in accordance with the Articles of Incorporation or this Section, each director elected shall hold office for the term for which he is elected and until his successor shall have been elected and qualified. Directors need not be residents of the State of Illinois or shareholders of the Corporation. At any meeting of shareholders called expressly for that purpose, any director or the entire Board of Directors may be removed, with or without cause, by the affirmative vote of the holder or holders of a majority of the shares then entitled to vote at an election of directors.

Sections 3. Vacancies; Increases. Any vacancy occurring in the Board of Directors (by death, resignation, removal or otherwise) may be filled by election at an annual or special meeting of shareholders called for that purpose, by the affirmative vote of a majority of the remaining directors then in office, though less than a quorum, or by a sole remaining director. Each director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual or special meeting of shareholders called for that purpose or by the Board of Directors for a term of office continuing only until the next election of one or more directors by the shareholders; provided, however, that the Board of Directors may not fill more than two such directorships during the period between any two successive annual meetings of shareholders.

Section 4. Place of meetings. Meetings of the Board of Directors, regular or special, may be held either within or without the State of Illinois.

Section 5. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and at such place as shall from time to time be determined by the Board of Directors. Regular meetings of the Board of Directors may be held without notice.

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Section 6. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of by the President and shall be called by the Secretary on the written request of at least two directors. Written notice specifying the time and place of special meetings shall be given to each director at least three days before the date of the meeting. Such notice may, but need not, specify the purpose or purposes of the meeting.

Section 7. Quorum; Majority Vote. At all meetings, a majority of the number of the directors fixed in the manner provided in these bylaws shall constitute a quorum for the transaction of business unless a greater number is specifically required by statute or provided in the Articles of Incorporation or these bylaws. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise specifically required by statute or provided in the Articles of Incorporation or these bylaws, in which case the express provision shall control. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 8. Minutes. The Board of Directors shall keep regular minutes of its proceedings. The minutes shall be placed in the minute book of the Corporation.

Section 9. Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees, each of which shall be comprised of one or more members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified members, at any meeting of that committee. Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these bylaws, shall have and may exercise all of the authority of the Board of Directors, except as otherwise provided by statute. The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 10. Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. Such minutes shall be place in the minute book of the Corporation.

Section 11. Action Without Meeting. Unless otherwise restricted by the Articles of Incorporation or these bylaws, any action required or permitted to be taken at a meeting of the Board of Directors or any committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Board of Directors or committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting.

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ARTICLE IV

NOTICES

Section 1. Method. Whenever by statute, the Articles of Incorporation, these bylaws or otherwise, notice is required to be given to a director or shareholder, and no provision is made as to how the notice shall be given, it shall not be construed to be personal notice, but any such notice may be given: (a) in writing, by mail, postage prepaid, addressed to the director at the last address known by the Corporation for such director or shareholder at the address appearing on the share transfer records of the Corporation, or (b) in any other method permitted by law. Any notice required or permitted to be given by mail shall be deemed given at the time when the same is deposited in the United States mail.

Section 2. Waiver. Whenever by statute, the Articles of Incorporation or these bylaws, any notice is required to be given to a director or shareholder, a waiver thereof in writing, signed by the person or persons entitled to such notice, or in the case of a corporation or other legal entity by its duly authorized representative, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

ARTICLE V

OFFICERS

Section 1. Number. The officers of the Corporation shall consist of a President and a Secretary, each of whom shall be elected by the Board of Directors. The Board of Directors may also elect such other officers as they deem necessary or desirable, including a Chairman of the Board, a Treasurer, a Controller and one or more Vice Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and Assistant Controllers. All officers of the Corporation shall hold office at the pleasure of the Board of Directors. The same person may, at the discretion of the Board of Directors, hold any two or more offices.

Section 2. Appointed Officers. The President may appoint such other officers and agents as he shall deem necessary or desirable who shall hold their offices for such terms as the President shall determine.

Section 3. Removal. Any officer elected by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby.

Section 4. Compensation. The compensation of all officers and agents of the Corporation who are also directors of the Corporation shall be fixed by the Board of Directors. The Board of Directors may delegate the power to fix the compensation of all other officers and agents of the Corporation to an officer of the Corporation.

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Section 5. Duties. The officers of the Corporation, whether elected or appointed, shall have such authority and shall perform such duties as are customarily incident to their respective offices, or as maybe specified from time to time by resolution of the Board of Directors regardless of whether such authority and duties are customarily incident to such office.

ARTICLE VI

CERTIFICATE OF STOCK

     Every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of, the Corporation, by the President or the Vice President, and by the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation.

ARTICLE VII

INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Each person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust or other enterprise or employee benefit plan (including he heirs, executors, administrators or estate of such person) shall be indemnified by the Corporation to the fullest extent that a corporation is required or permitted to grant indemnification to such person under the Illinois General Corporation Law, as the same exists or may hereafter be amended. Reasonable expenses incurred by a director, officer, employee or agent of the Corporation who was, is or is threatened to be made a named defendant or respondent in a proceeding shall be paid or reimbursed by the Corporation, in advance of the final disposition of the proceeding, to the maximum extent permitted under Illinois law, as the same exists or may hereafter be amended. The right to indemnification under this Article shall be a contract right. In the event of the death of any person having a right of indemnification under this Article, such right will inure to the benefit of his or her heirs, executors, administrators and personal representatives. The rights under this Article will not be exclusive of any other right which any person may have or hereinafter acquire under any statute, bylaw, resolution of shareholders of directors, agreement or otherwise.

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ARTICLE VIII

GENERAL PROVISIONS

     Section 1. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

     Section 2. Fiscal Year. The fiscal year of the Corporations shall be fixed by resolution of the Board of Directors.

     Section 3. Telephone and Similar Meetings. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, the shareholders, members of the Board of Directors or members of any committee of the Board of Directors may participate in and hold a meeting of such shareholders, the Board of Directors or committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meting is not lawfully called or convened.

     Section 4. Distributions and Share Dividends. Subject to statute and any provision of the Articles of Incorporation, distributions in the form of cash or property or share dividends may be declared by the Board of Directors at any regular or special meeting.

     Section 5. Amendment of Bylaws. Unless otherwise provided by law, the Articles of Incorporation or these bylaws, these bylaws may be altered, amended or repealed, or new bylaws may be adopted, by the shareholders or the Board of Directors, subject to the shareholders providing in amending, repealing or adopting a particular bylaw that it may not be amended or repealed by the Board of Directors.

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EX-3.71

Exhibit 3.71

(STAMP)

CERTIFICATE OF AMENDMENT
of the
AMENDED AND RESTATED ARTICLES OF INCORPORATION
of
CHICAGO TITLE COMPANY OF ALAMEDA COUNTY

The undersigned certify that.

1.	They are the president and the secretary, respectively, of Chicago Title Company of Atameda County, a California corporation.
2.	Article I of the Amended and Restated Articles of Incorporation of this corporation is amended to read as follows:

The name of this corporation is LSI Title Company

3.

The foregoing amendment of Amended and Restated Articles of Incorporation has been duly approved by the board of directors.

4.

The foregoing amendment of Amended and Restated Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 002. California Corporations Code. The total number of outstanding shares of the corporation is 200. The number of shares voting in favor of the amendment equaled or exceeded the vote required The percentage vote required was more than 50%

We further declare under penalty of perjury under the laws of the Slate of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date: May 17, 2004

/s/ Raymond R. Quirk  

Raymond R. Quirk, President  

/s/ Todd C. Johnson  

Todd C. Johnson, Secretary 

(STAMP)

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

CHICAGO TITLE COMPANY OF ALAMEDA COUNTY

     Richard B. Kelley and William L. McKenna certify that:

     1. They are the duly electing and acting President and Secretary, respectively, of said corporation.

     2. The Articles of Incorporation of said corporation shall be amended and restated to read in full as follows.

ARTICLE I

     The name of this corporation is CHICAGO TITLE COMPANY Of ALAMEDA COUNTY.

ARTICLE II

     The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California, other than the banking business, the trust company business, or the practice of a profession permitted to be incorporated by the California Corporations Code.

ARTICLE III

     The name and address in this state of the corporation’s initial agent for service of process is:

Richard B. Kelley
Chicago Title Company of Alameda County
One Kaiser Plaza, Suite 1985
Ordway Building
Oakland, CA 94612

ARTICLE IV

     This corporation is authorized to issue two (2) classes of shares, designated respectively “Common Stock” and “Preferred Stock.”

     A. The number of shares of Common Stock is 200.

     B. The number of shares of Preferred Stock is 100,000.

ARTICLE V

     The rights, preferences, privileges and restrictions of the Preferred Stock shall be as follows;

     A. The holders of Preferred Stock, as a class, shall not be entitled to notice of any shareholders’ meetings or to vote upon the election of directors or upon any other matters.

     B. The holders of Preferred Stock shares shall have the following rights, preferences, privileges, and restrictions:

          (i) The holders of the outstanding Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors of the corporation, out of any assets at the time legally available therefor, dividends at the rate of $6.00 per Preferred Stock share per annum, and no more, payable in cash annually on the tenth day of January in each year. Such dividends shall accrue on each such share from the date of its original issuance and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous annual dividend period at said rate per share per annum shall not have been paid on or declared and set apart for all Preferred Stock shares at the time outstanding, the deficiency shall be fully paid on or declared and set apart for such shares before the corporation makes any distribution (as hereinafter defined) to holders of any class of Common shares. “Distribution” in this paragraph (i) means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the corporation) or the purchase or redemption of shares of the corporation for cash or property, including any such transfer, purchase, or redemption by a subsidiary of the corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the corporation acquires the shares in such exchange.

          (ii) In the event of a voluntary or involuntary liquidation, dissolution, or winding up of the corporation, the holders of Preferred Stock shares shall be entitled to receive out of the assets of the corporation, whether such assets are capital or surplus of any nature, an amount equal to $100.00 per Preferred Stock share and a further amount equal to any dividends accrued and unpaid thereon, as provided in subparagraph (i), to the date that payment is made available

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to the holders of Preferred Stock shares, whether earned or declared or not, and no more, before any payment shall be made or any assets distributed to the holders of any class of Common shares.

     If upon such liquidation, dissolution, or winding up, the assets thus distributed among the holders of the Preferred Stock shares shall be insufficient to permit the payment to such shareholders of the full preferential amounts aforesaid, then the entire assets of the corporation to be distributed shall be distributed ratably among the holders of Preferred Stock shares.

     In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the corporation, subject to all of the preferential rights of the holders of Preferred Stock shares on distribution or otherwise, the holders of any class of Common shares shall be entitled to receive, ratably and without regard to class, all remaining assets of the corporation.

          (iii) The corporation, at the option of the Board of Directors, may at any time or from time to time redeem the whole or any part of the outstanding Preferred Stock shares by paying therefor in cash $100.00 per share plus an amount in cash equal to all dividends on Preferred Stock shares accrued and unpaid as provided in subparagraph (i), whether earned or declared or not, to and including the date fixed for redemption, such sum being hereinafter sometimes referred to as the redemption price; provided, however, that prior to any redemption the Corporation shall have received the consent of the Insurance Commissioner of the State of California. In case of the redemption of a part only of the outstanding Preferred Stock shares, the corporation shall designate pro rata or by lot the shares to be redeemed. Less than all of the Preferred Stock shares at any time outstanding may not be redeemed until all dividends accrued and unpaid upon all Preferred Stock shares outstanding shall have been paid for all past dividend periods, and until full dividends for the then current dividend period on all Preferred Stock shares then outstanding, other than the shares to be redeemed, shall have been paid or declared and the full amount thereof set apart for payment.

     At least ten (10) days’ previous notice by mail, postage prepaid, shall be given to the holders of record of the Preferred Stock shares to be redeemed, such notice to be addressed to each such shareholder at the address of such holder appearing on the books of the corporation or given by such holder to the corporation for the purpose of notice, or if no such address appears or is so given, at the place where the principal office of the corporation is located. Such notice shall state the date fixed for redemption, the redemption price, and shall call upon such holder to surrender

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to the corporation on said date at the place designated in the notice such holder’s certificate or certificates representing the shares to be redeemed. On or after the date fixed for redemption and stated in such notice, each holder of Preferred Stock shares called for redemption shall surrender the certificate evidencing such shares to the corporation at the place designated in such notice and shall thereupon be entitled to receive payment of the redemption price. If less than all the shares represented by any such surrendered certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. If such notice of redemption shall have been duly given, and if on the date fixed for redemption funds necessary for the redemption shall be available therefor, then, notwithstanding that the certificates evidencing any Preferred Stock shares so called for redemption shall not have been surrendered, the dividends with respect to the shares so called for redemption shall forthwith cease, except only the right of the holders to receive the redemption price without interest upon surrender of their certificates therefor.

     If, on or prior to any date fixed for redemption of Preferred Stock shares, the corporation deposits, with any bank or trust company in the State of California, as a trust fund, a sum sufficient to redeem, on the date fixed for redemption thereof, the shares called for redemption, with irrevocable instructions and authority to the bank or trust company to give the notice of redemption thereof (or to complete the giving of such notice if theretofore commenced) and to pay, on or after the date fixed for redemption or prior thereto, the redemption price of the sharers to their respective holders upon the surrender of their share certificates, then from and after the date of the deposit (although prior to the date fixed for redemption), the shares so called shall be redeemed and dividends on those shares shall cease to accrue after the date fixed for redemption. The deposit shall constitute full payment of the shares to their holders and from and after the date of the deposit the shares shall no longer be outstanding, and the holders thereof shall cease to be shareholders with respect to such shares, and shall have no rights with respect thereto except the right to receive from the bank or trust company payment of the redemption price of the shares without interest, upon the surrender of their certificates therefor. Any interest accrued on any funds so deposited shall be the property of, and paid to, the corporation. If the holders of Preferred stock shares so called for redemption shall not, at the end of six (6) years from the date fixed for redemption thereof, have claimed any funds so deposited, such bank or trust company shall thereupon pay over to the corporation such unclaimed funds, and such bank or trust company shall thereafter be relieved of all responsibility in respect thereof to such holders and such holders shall look only to the corporation for payment of the redemption price.

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ARTICLE VI

     The corporation reserves the right to amend, alter, or repeal any provision contained in these Articles of Incorporation, in the manner now or hereafter prescribed by law, and all rights and powers conferred by these Articles of Incorporation on shareholders, directors and officers are granted subject to this reservation.

     3. The foregoing amendment and restatement of Articles of Incorporation has been approved by the Board of Directors of said corporation.

     4. The foregoing amendment was one which may be adopted by the Board of Directors alone because no shares have been issued.

/s/ Richard B. Kelley  

RICHARD B. KELLEY, President 

/s/ William L. Mckenna  

WILLIAM L. MCKENNA, Secretary 

     The undersigned declare under penalty of perjury that the matters set forth in the foregoing certificate are true and correct of their ownknowledge. Executed at San Jose, California, this 29^th day of April, 1981.

/s/ Richard B. Kelley  

RICHARD B. KELLEY 

/s/ William L. Mckenna  

WILLIAM L. MCKENNA 

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(STAMP)

ARTICLES OF INCORPORATION

OF

CHICAGO TITLE COMPANY OF ALAMEDA COUNTY

ARTICLE I

     The name of this corporation is CHICAGO TITLE COMPANY OF ALAMEDA COUNTY.

ARTICLE II

     The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California, other than the banking business, the trust company business, or the practice of a profession permitted to be incorporated by the California Corporations Code.

ARTICLE III

     The name and address in this state of the corporation’s initial agent for service of process is:

Richard B. Kelley
Chicago Title Company of Alameda County
One Kaiser Plaza, Suite 1985
Ordway Building
Oakland, CA 94612

ARTICLE IV

     This corporation is authorized to issue three (3) classes of shares, designated respectively “Class A Common Stock,” “Class B Common Stock,” and “Preferred Stock.”

     A. The number of shares of Class A Common Stock is 38.

     B. The number of shares of Class B Common Stock is 200.

     C. The number of shares of Preferred Stock is 100,000.

ARTICLE V

     The rights, preferences, privileges and restrictions of Class A Common Stock and Class B Common Stock and Preferred Stock shall be as follows:

     A. The holders of Class A Common Stock, as a class shall have the right to elect one (1) director of the authorized number of directors.

     B Subject to the right of the holders of Class A Common Stock to elect one (1) director, the holders of Class B Common Stock as a class, shall have the right to elect the remaining number of authorized directors.

     C. The following actions shall require approval by the affirmative vote of a majority of the outstanding shares of each class of common stock:

          (i) The authorization of additional shares of the corporation;

          (ii) The creation of a new class shares of the corporation;

          (iii) The sale of substantially all of the assets of the corporation;

          (iv) Any title insurance underwriting contract entered into by the corporation;

          (v) The issuance of, and the terms and conditions of, any Preferred Stock;

          (vi) The amendment of these Articles of Incorporation; and

          (vii) Any amendment of the By-Laws of the corporation requiring shareholder approval.

     D. Until October 1, 1990, the corporation may issue only 162 shares of its authorized Class B Common Stock. On October 1, 1990, each then outstanding share of Class A Common stock shall automatically and without further action or notice be converted into one (1) share of Class B Common Stock.

     E. Except as provided in subparagraphs A, B, C and D of this Article V and in Article VI, all rights, preferences, privileges and restrictions of Class A common Stock and Class B Common Stock shall be equal in all respects and determined without regard to class.

     F. The holders of Preferred Stock, as a class, shall not be entitled to notice of any shareholders’ meetings or to vote upon the election of directors or upon any other matters. The holders of Preferred Stock shares shall have the following rights, preferences, privileges, and restrictions:

          (i) The holders of the outstanding Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors of the corporation, out of any assets at the time legally available therefor, dividends at the rate of $6.00 per Preferred Stock share per annum, and no

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more, payable in cash annually on the tenth day of January in each year. Such dividends shall accrue on each such share from the date of its original issuance and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that if such dividends in respect of any previous annual dividend period at said rate per share per annum shall not have been paid on or declared and set apart for all Preferred Stock shares at the time outstanding, the deficiency shall be fully paid on or declared and set apart for such shares before the corporation makes any distribution (as hereinafter defined) to holders of any class of Common shares. “Distribution” in this paragraph (i) means the transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the corporation) or the purchase or redemption of shares of the corporation for cash or property, including any such transfer, purchase, or redemption by a subsidiary of the corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the day cash or property is transferred by the corporation, whether or not pursuant to a contract of an earlier date; provided that where a negotiable debt security is issued in exchange for shares the time of the distribution is the date when the corporation acquires the shares in such exchange.

          (ii) In the event of a voluntary or involuntary liquidation, dissolution, or winding up of the corporation, the holders of Preferred Stock shares shall be entitled to receive out of the assets of the corporation, whether such assets are capital or surplus of any nature, an amount equal to $100.00 per Preferred Stock share and a further amount equal to any dividends accrued and unpaid thereon, as provided in subparagraph (i), to the date that payment is made available to the holders of Preferred Stock shares, whether earned or declared or not, and no more, before any payment shall be made or any assets distributed to the holders of any class of Common shares.

     If upon such liquidation, dissolution, or winding up, the assets thus distributed among the holders of the Preferred Stock shares shall be insufficient to permit the payment to such shareholders of the full preferential amounts aforesaid, then the entire assets of the corporation to be distributed shall be distributed ratably among the holders of Preferred Stock shares.

     In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the corporation, subject to all of the preferential rights of the holders of Preferred Stock shares on distribution or otherwise, the holders of any class of Common shares shall be entitled to receive, ratably and without regard to class, all remaining assets of the corporation.

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          (iii) The corporation, at the option of the Board of Directors, may at any time or from time to time redeem the whole or any part of the outstanding Preferred Stock shares by paying therefor in cash $100.00 per share plus an amount in cash equal to all dividends on Preferred Stock shares accrued and unpaid as provided in subparagraph (i), whether earned or declared or not, to and including the date fixed for redemption, such sum being hereinafter sometimes referred to as the redemption price. In case of the redemption of a part only of the outstanding Preferred Stock shares, the corporation shall designate pro rata or by lot the shares to be redeemed. Less than all of the Preferred Stock shares at any time outstanding may not be redeemed until all dividends accrued and unpaid upon all Preferred Stock shares outstanding shall have been paid for all past dividend periods, and until full dividends for the then current dividend period on all Preferred Stock shares then outstanding, other than the shares to be redeemed, shall have been paid or declared and the full amount thereof set apart for payment.

     At least ten (10) days’ previous notice by mail, postage prepaid, shall be given to the holders of record of the Preferred Stock shares to be redeemed, such notice to be addressed to each such shareholder at the address of such holder appearing on the books of the corporation or given by such holder to the corporation for the purpose of notice, or if no such address appears or is so given, at the place where the principal office of the corporation is located. Such notice shall state the date fixed for redemption, the redemption price, and shall call upon such holder to surrender to the corporation on said date at the place designated in the notice such holder’s certificate or certificates representing the shares to be redeemed. On or after the date fixed for redemption and stated in such notice, each holder of Preferred Stock shares called for redemption shall surrender the certificate evidencing such shares to the corporation at the place designated in such notice and shall thereupon be entitled to receive payment of the redemption price. If less than all the shares represented by any such surrendered certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. If such notice of redemption shall have been duly given, and if on the date fixed for redemption funds necessary for the redemption shall be available therefor, then, notwithstanding that the certificates evidencing any Preferred Stock shares so called for redemption shall not have been surrendered, the dividends with respect to the shares so called for redemption shall forthwith cease, except only the right of the holders to receive the redemption price without interest upon surrender of their certificates therefor.

     If, on or prior to any date fixed for redemption of Preferred Stock shares, the corporation deposits, with any

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bank or trust company in the State of California, as a trust fund, a sum sufficient to redeem, on the date fixed for redemption thereof, the shares called for redemption, with irrevocable instructions and authority to the bank or trust company to give the notice of redemption thereof (or to complete the giving of such notice if theretofore commenced) and to pay, on or after the date fixed for redemption or prior thereto, the redemption price of the shares to their respective holders upon the surrender of their share certificates, then from and after the date of the deposit (although prior to the date fixed for redemption), the shares so called shall be redeemed and dividends on those shares shall cease to accrue after the date fixed for redemption. The deposit shall constitute full payment of the shares to their holders and from and after the date of the deposit the shares shall no longer be outstanding, and the holders thereof shall cease to be shareholders with respect to such shares, and shall have no rights with respect thereto except the right to receive from the bank or trust company payment of the redemption price of the shares without interest, upon the surrender of their certificates therefor. Any interest accrued on any funds so deposited shall be the property of, and paid to, the corporation. If the holders of Preferred Stock shares so called for redemption shall not, at the end of six (6) years from the date fixed for redemption thereof, have claimed any funds so deposited, such bank or trust company shall thereupon pay over to the corporation such unclaimed funds, and such bank or trust company shall thereafter be relieved of all responsibility in respect thereof to such holders and such holders shall look only to the corporation for payment of the redemption price.

ARTICLE VI

     Subject to the provisions of this Article VI, the holders of Class A Common Stock shall have the right to purchase, during such period or periods, at such prices and on such other terms and conditions as may be fixed by the Board of Directors of the corporation, nineteen percent (19%) of any shares of stock of the corporation, and any rights, options, warrants, or other instruments or securities exchangeable for or convertible into shares of the corporation or evidencing any right to subscribe for, purchase, or otherwise acquire shares of the corporation, which may be issued from time to time and for cash or evidences of indebtedness. The portion which each holder of class A Common stock shall have the right to purchase of said nineteen percent (19%) shall be in the ratio as the number of Class A Common Stock shares held of record by such shareholder on the date set for determining the shareholders entitled to such right bears to the total number of Class A Common Stock shares at the time outstanding.

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ARTICLE VII

     The corporation reserves the right to amend, alter, or repeal any provision contained in these Articles of Incorporation, in the manner now or hereafter prescribed by law, and all rights and powers conferred by these Articles of Incorporation on shareholders, directors and officers are granted subject to this reservation.

     Dated: October 1, 1980.

/s/ Richard B. Kelley  

RICHARD B. KELLEY 

     I hereby declare that I am the person who executed the foregoing Articles of Incorporation, and such instrument is my act and deed.

/s/ Richard B. Kelley  

RICHARD B. KELLEY 

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EX-3.72

Exhibit 3.72

EXHIBIT “A”

LSI TITLE COMPANY

AMENDED AND RESTATED BYLAWS
Effective January 23, 2006

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office shall be in the State of California.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of California as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. Time and Place of Meetings. All meetings of the shareholders shall be held at such time and place, within or without the State of California, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meetings. Annual meetings of shareholders shall be held on the first Tuesday of April, if not a legal holiday, and if a legal holiday, then on the next business day following, or at such other date as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. At the annual meeting, the shareholders entitled to vote thereat shall elect a Board of Directors and transact such other business as may properly be brought before the meeting.

Section 3. Special Meetings. Special meetings of the shareholders, unless otherwise prescribed by statute or provided by the Articles of Incorporation or these bylaws, may be called by the President or the Board of Directors or by the holders of at least 10% of all shares entitled to vote at the meeting. Business conducted at any special meeting shall be confined to the purpose or purposes described in the notice thereof.

Section 4. Notice. Written or printed notice stating the place, day and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 calendar days (20 days in the case of a meeting to approve a plan of merger or exchange) nor more than 60 days before the

LSI Title Company
Amended and Restated Bylaws
January 23, 2006

date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary or the officer or other person calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his or its address as it appears on the share transfer records of the Corporation, with postage prepaid.

Section 5. Quorum. A quorum shall be present at a meeting of shareholders if the holder or holders of a majority of the shares entitled to vote are present in person, represented by duly authorized representative in the case of a corporation or other legal entity or represented by proxy, unless otherwise provided in the Articles of Incorporation. Unless otherwise provided in the Articles of Incorporation or these bylaws, once a quorum is present at a duly constituted meeting of shareholders, the shareholders present or represented at the meeting may conduct such business as may be properly brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any shareholder present or represented shall not affect the presence of a quorum at the meeting. Unless otherwise provided in the Articles of Incorporation or these bylaws, the shareholders entitled to vote and present or represented at a meeting of shareholders at which a quorum is not present may adjourn the meeting until such time and to such place as may be determined by a vote of the holders of a majority of the shares represented at the meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be conducted which might have been conducted at the meeting as originally notified.

Section 6. Voting. With respect to any matter, other than the election of directors or a matter for which the affirmative vote of the holders of a specified portion of the shares is required by statute, the affirmative vote of the holders of a majority of the shares entitled to vote on that matter and represented at a meeting of shareholders at which a quorum is present shall be the act of the shareholders, unless otherwise provided in the Articles of Incorporation or these bylaws. Unless otherwise provided in the Articles of Incorporation of these bylaws, directors shall be elected by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present.

Section 7. Method of Voting. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the Articles of Incorporation provide for more or less than one vote per share or limit or deny voting rights to the holders of the shares of any class or series or as otherwise provided by statute. A shareholder may vote in person, by duly authorized representative in the case of a corporation or other legal entity or by proxy executed in writing by the shareholder or by his or its duly authorized attorney-in-fact. Each proxy shall be filed with the Secretary of the Corporation prior to the time of the meeting.

Section 8. Action Without Meeting. Unless otherwise provided in the Articles of Incorporation, any action required or permitted to be taken at any meeting of the shareholders may be taken without a meeting, without prior notice and without a vote, if

2

LSI Title Company
Amended and Restated Bylaws
January 23, 2006

a consent or consents in writing, setting forth the action so taken, shall have been signed by the holder or holders of all the shares entitled to vote with respect to the action that is the subject of the consent.

ARTICLE III

DIRECTORS

Section 1. Responsibilities. The powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, its Board of Directors.

Section 2. Number; Term. The number of initial directors shall be no less than one (1) and no greater than three (3). The number of directors shall be fixed from time to time by the Board of Directors or by the shareholders at the annual or a special meeting. No decrease in the number of directors shall have the effect of shortening the term of an incumbent director. The directors shall be elected at the annual meeting of the shareholders, except as provided in Section 3 below. At each annual meeting, the holders of shares entitled to vote in the election of directors shall elect directors to hold office until the next succeeding annual meeting. Unless removed in accordance with the Articles of Incorporation or this Section, each director elected shall hold office for the term for which he is elected and until his successor shall have been elected and qualified. Directors need not be residents of the State of California or shareholders of the Corporation. At any meeting of shareholders called expressly for that purpose, any director or the entire Board of Directors may be removed, with or without cause, by the affirmative vote of the holder or holders of a majority of the shares then entitled to vote at an election of directors.

Section 3. Vacancies; Increases. Any vacancy occurring in the Board of Directors (by death, resignation, removal or otherwise) may be filled by election at an annual or special meeting of shareholders called for that purpose, by the affirmative vote of a majority of the remaining directors then in office, though less than a quorum, or by a sole remaining director. Each director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual or special meeting of shareholders called for that purpose or by the Board of Directors for a term of office continuing only until the next election of one or more directors by the shareholders; provided, however, that the Board of Directors may not fill more than two such directorships during the period between any two successive annual meetings of shareholders.

Section 4. Place of meetings. Meetings of the Board of Directors, regular or special, may be held either within or without the State of California.

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LSI Title Company
Amended and Restated Bylaws
January 23, 2006

Section 5. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and at such place as shall from time to time be determined by the Board of Directors. Regular meetings of the Board of Directors may be held without notice.

Section 6. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of by the President and shall be called by the Secretary on the written request of at least two directors. Written notice specifying the time and place of special meetings shall be given to each director at least three days before the date of the meeting. Such notice may, but need not, specify the purpose or purposes of the meeting.

Section 7. Quorum; Majority Vote. At all meetings, a majority of the number of the directors fixed in the manner provided in these bylaws shall constitute a quorum for the transaction of business unless a greater number is specifically required by statute or provided in the Articles of Incorporation or these bylaws. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise specifically required by statute or provided in the Articles of Incorporation or these bylaws, in which case the express provision shall control. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 8. Minutes. The Board of Directors shall keep regular minutes of its proceedings. The minutes shall be placed in the minute book of the Corporation.

Section 9. Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees, each of which shall be comprised of one or more members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified members, at any meeting of that committee. Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these bylaws, shall have and may exercise all of the authority of the Board of Directors, except as otherwise provided by statute. The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 10. Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. Such minutes shall be place in the minute book of the Corporation.

Section 11. Action Without Meeting. Unless otherwise restricted by the Articles of Incorporation or these bylaws, any action required or permitted to be taken at a meeting of the Board of Directors or any committee may be taken without a meeting if a consent

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LSI Title Company
Amended and Restated Bylaws
January 23, 2006

in writing, setting forth the action so taken, is signed by all the members of the Board of Directors or committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting.

ARTICLE IV

NOTICES

Section 1. Method. Whenever by statute, the Articles of Incorporation, these bylaws or otherwise, notice is required to be given to a director or shareholder, and no provision is made as to how the notice shall be given, it shall not be construed to be personal notice, but any such notice may be given: (a) in writing, by mail, postage prepaid, addressed to the director at the last address known by the Corporation for such director or shareholder at the address appearing on the share transfer records of the Corporation, or (b) in any other method permitted by law. Any notice required or permitted to be given by mail shall be deemed given at the time when the same is deposited in the United States mail.

Section 2. Waiver. Whenever by statute, the Articles of Incorporation or these bylaws, any notice is required to be given to a director or shareholder, a waiver thereof in writing, signed by the person or persons entitled to such notice, or in the case of a corporation or other legal entity by its duly authorized representative, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

ARTICLE V

OFFICERS

Section 1. Number. The officers of the Corporation shall consist of a President and a Secretary, each of whom shall be elected by the Board of Directors. The Board of Directors may also elect such other officers as they deem necessary or desirable, including a Chairman of the Board, a Treasurer, a Controller and one or more Vice Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and Assistant Controllers. All officers of the Corporation shall hold office at the pleasure of the Board of Directors. The same person may, at the discretion of the Board of Directors, hold any two or more offices.

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LSI Title Company
Amended and Restated Bylaws
January 23, 2006

Section 2. Appointed Officers. The President may appoint such other officers and agents as he shall deem necessary or desirable who shall hold their offices for such terms as the President shall determine.

Section 3. Removal. Any officer elected by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby.

Section 4. Compensation. The compensation of all officers and agents of the Corporation who are also directors of the Corporation shall be fixed by the Board of Directors. The Board of Directors may delegate the power to fix the compensation of all other officers and agents of the Corporation to an officer of the Corporation.

Section 5. Duties. The officers of the Corporation, whether elected or appointed, shall have such authority and shall perform such duties as are customarily incident to their respective offices, or as may be specified from time to time by resolution of the Board of Directors regardless of whether such authority and duties are customarily incident to such office.

ARTICLE VI

CERTIFICATE OF STOCK

     Every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of, the Corporation, by the President or the Vice President, and by the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation.

ARTICLE VII

INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Each person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust or other enterprise or employee benefit plan (including he heirs, executors, administrators or estate of such person) shall be indemnified by the Corporation to the fullest extent that a corporation is required or permitted to grant indemnification to such person under the California General Corporation Law, as the same exists or may hereafter be amended. Reasonable expenses incurred by a director, officer, employee or agent of the Corporation who was, is or is threatened to be made a named defendant or respondent in a proceeding shall be

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LSI Title Company
Amended and Restated Bylaws
January 23, 2006

paid or reimbursed by the Corporation, in advance of the final disposition of the proceeding, to the maximum extent permitted under California law, as the same exists or may hereafter be amended. The right to indemnification under this Article shall be a contract right. In the event of the death of any person having a right of indemnification under this Article, such right will inure to the benefit of his or her heirs, executors, administrators and personal representatives. The rights under this Article will not be exclusive of any other right which any person may have or hereinafter acquire under any statute, bylaw, resolution of shareholders of directors, agreement or otherwise.

ARTICLE VIII

GENERAL PROVISIONS

     Section 1. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate

     Section 2. Fiscal Year. The fiscal year of the Corporations shall be fixed by resolution of the Board of Directors.

     Section 3. Telephone and Similar Meetings. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, the shareholders, members of the Board of Directors or members of any committee of the Board of Directors may participate in and hold a meeting of such shareholders, the Board of Directors or committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meting is not lawfully called or convened.

     Section 4. Distributions and Share Dividends. Subject to statute and any provision of the Articles of Incorporation, distributions in the form of cash or property or share dividends may be declared by the Board of Directors at any regular or special meeting.

     Section 5. Amendment of Bylaws. Unless otherwise provided by law, the Articles of Incorporation or these bylaws, these bylaws may be altered, amended or repealed, or new bylaws may be adopted, by the shareholders or the Board of Directors, subject to the shareholders providing in amending, repealing or adopting a particular bylaw that it may not be amended or repealed by the Board of Directors.

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EX-3.73

Exhibit 3.73

Phone: (503) 986-2200
Fax: (503) 378-4381	Articles of Organization — Limited Liability Company
Secretary of State
Corporation Division
255 Capitol St. NE, Suite 151
Salem, OR 97310-1327
FilinglnOregon.com

Registry number: 238928-96 (STAMP)

In accordance with Oregon Revised Statute 192.410-192.490, the information on this application is public record.
We must release this information to all parties upon request and it will be posted on our website.	For office use only

Please Type or Print Legibly in Black ink. Attach Additional Sheet if Necessary.

1)	Name (Must contain the words “Limited Liability Company” or the abbreviations “LLC” or “L.L.C.”)
	LSI Title Company of Oregon, LLC

2)	Duration (Please check one.)
	o Latest date upon which the Limited Liability Company is      to dissolve is
	þ Duration shall be perpetual.
3)	Name of the Initial Registered Agent
	C T Corporation System
4)	Address of the Initial Registered Agent (Must be an OREGON Street Address, which is identical to the registered agent’s business office.)
	388 State Street, Suite 420
	Salem, Oregon 97301
5)	Address Where the Division May Mail Notices
	17911 Von Karman Avenue
	Irvine CA 92614

6)	Name and Address of Each Organizer
	Eileen W. Van Roeyen
	171 N. Clark Street
	Chicago IL 60601-3294
7)	If This Limited Liability Company is Not Member Managed, Check One Box Below.
	o This limited liability company is managed by a single manager.
	o This limited liability company is managed by multiple manager(s).
8)	If rendering a professional service or services, describe the service(s) being rendered.
9)	Optional Provisions (Attach a separate sheet if necessary.)

10) Execution (The title for each signer must be “Organizer.”)

Signature	Printed Name	Title
Eileen W. Van Roeyen	Eileen W. Van Roeyen	Organizer
		Organizer
		Organizer

11)	Contact Name (To resolve questions with this filing.)
	Eileen W. Van Roeyen
	Daytime Phone Number (Include area code.)
	312-223-2581

FEES

Required Processing Fee $50 - Confirmation Copy (Optional) $5

Processing Fees are nonrefundable.

Please make check payable to “Corporation Division.”

NOTE:

Fees may be paid with VISA or MasterCard. The card number and expiration date should be submitted on a separate sheet for your protection.

EX-3.74

Exhibit 3.74

LSI TITLE COMPANY OF OREGON, LLC

An Oregon Limited Liability Company

OPERATING AGREEMENT

          This Operating Agreement is adopted as of August 31, 2004, by LSI Title Company, a California corporation (the “Member”) in connection with the operation of LSI Title Company of Oregon, LLC, an Oregon limited liability company. Certain capitalized words used herein have the meanings set forth in Section 2 hereof.

1. ORGANIZATION

1.1	General. LSI Title Company of Oregon, LLC (the “Company”) was formed as an Oregon limited liability company by the execution and filing of the Articles of Organization with the Oregon Secretary of State in accordance with the Act, and the rights and liabilities of the Member shall be as provided in such Act, as may be modified in this Agreement. In the event of a conflict between the provisions of the Act and the provisions of this Agreement, the provisions of this Agreement shall prevail unless the Act specifically provides that an operating agreement may not change the provision in question.
1.2	Business Purpose. The Company may engage in any lawful business activity in which a Oregon limited liability company may engage, as determined from time to time by the Member, except that the Company shall not engage in the trust company business or in the business of banking or insurance.
1.3	Name and Address of Company. The business of the Company shall be conducted under the name “LSI Title Company of Oregon, LLC,” and its principal executive office shall be located at the following address: 601 Riverside Avenue, Jacksonville, FL 32204.
1.4	Term. The term of this Agreement shall be coterminous with the period of duration of the Company as provided in the Articles, which is perpetual unless sooner terminated as provided in this Agreement.
1.5	Required Filings. The Member shall cause to be executed, filed, recorded, or published, such articles and documents as may be required by this Agreement or by law in connection with the formation and operation of the Company.

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1.6	Registered Agent. The Company’s initial registered agent shall be as provided in the Articles. The registered agent may be changed from time to time by the Member by causing the filing of the name of the new registered agent in accordance with the Act.
1.7	Tax Status. The Company shall be treated as a disregarded entity of the Member for federal and state income tax purposes.

2. DENIFITIONS

For purposes of this Agreement, the terms defined herein below shall have the following meaning unless the context clearly requires a different interpretation:

2.1	“Act” shall mean the Oregon Limited Liability Company Act, codified in the Oregon Revised Statutes, as may be amended from time to time.
2.2	“Articles” shall mean the Articles of Organization of the Company filed with the Oregon Secretary of State, as may be amended from time to time.
2.3	“Agreement” shall mean this Operating Agreement of the Company.
2.4	“Capital Contributions” shall mean the contributions to the capital of the Company by the Member, as provided in Section 3.1 hereof.
2.5	“Company” shall refer to the limited liability company created pursuant to the Articles as governed by this Agreement.
2.6	“Distributions” shall mean any cash (or property to the extent applicable) distributed to the Member arising from his ownership in the Company.
2.7	“Member” shall mean LSI Title Company.
2.8	“Net Income” and “Net Losses” shall mean the net income and net losses, respectively, of the Company as determined for federal income tax purposes.

3. CAPITAL

3.1	Capital Contributions. The Member may make contributions to the capital of the Company from time to time in its sole and absolute discretion.
3.2	Interest. The Member shall not receive interest on its contributions to the capital of the Company.

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4. FINANCIAL

4.1	Fiscal Year. The fiscal year of the Company shall end on December 31, unless the Member determines that some other fiscal year would be more appropriate and obtains the consent of the Internal Revenue Service to use that other fiscal year.
4.2	Expenses of the Company. The Company shall pay or reimburse to the Member any expenses incurred by the Member on behalf of the Company.
4.3	Net Income, Net Losses and Distribution. All Net Income and Net Losses shall be allocated to the Member. Cash or other assets shall be distributed at such times and in such amounts as determined by the Member in its sole discretion.

5. MANAGEMENT

5.1	Management of the Company. The operations and affairs of the Company shall be administered by the Member. The Member shall have all authority, rights, and powers conferred by law and those necessary or appropriate to carry out the purposes of the Company as set forth in Section 1.2.
5.2	Authority of the Member. The Member is an agent of the Company for the purpose of its business or affairs, and the act of the Member, including, but not limited to, the execution in the name of the Company, of any instrument, for the apparent purpose of carrying on in the usual way the business or affairs of the Company, binds the Company, unless the Member has, in fact, no authority to act for the Company in the particular matter and the person with whom the Member is dealing has actual knowledge of the fact that the member has no such authority.
5.3	Appointment and Duties of Officers.

(a)

Appointment of Officers. In connection with the management of the operations and affairs of the Company, the Member may, but is not required to, appoint officers of the Company. The officers of this Company may include a President, a Vice President, a Secretary, and a Chief Financial Officer. The Member, at its discretion, may also appoint such other officers, as it deems appropriate. Each officer shall exercise such powers and perform such duties as are prescribed herein or as determined by the Member. Any number of offices may be held by the same person. An officer need not be a Member of the Company.

(b)

Term of Office. The Member may appoint officers to serve for any period of time that it deems appropriate. Each officer shall hold office and

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	perform such duties appurtenant thereto until he or she shall resign or shall be removed or otherwise be disqualified to serve, or until a successor to such office is appointed upon the expiration of his or her term if a term is specified.
(c)	Removal and Resignation. Any officer may be removed, either with or without cause, by the Member or by any officer upon whom such power of removal may be conferred by the Member (subject, in each case, to the rights, if any, of an officer under any contract of employment). Any officer may resign at any time by giving written notice to the Member or to the Secretary of the Company, without prejudice, however, to the rights, if any, of the Company under any contract to which such officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
(d)	Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled, if at all, in the manner prescribed in this Agreement for regular appointments to such office.
(e)	President. The President shall be the Chief Executive Officer of the Company and shall, subject to the control of the Member, have general supervision, direction, and control of the business and officers of the Company.
(f)	Vice President. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Member or, if not ranked, the Vice President designated by the Member, shall perform all the duties of the President, and when so acting shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Member.
(g)	Secretary. The Secretary shall record or cause to be recorded, and shall keep or cause to be kept, at the Company’s principal executive office and such other place as the Member may order, a book of minutes of written actions taken by the Member. The Secretary shall keep, or cause to be kept, at the Company’s principal executive office (i) a current list of the full name and last known business or residence address of each Member and of each holder of an economic interest in the Company, together with the Capital Contribution and the Percentage Interest of each Member, (ii) a copy of the Articles, and all amendments thereto, (iii) copies of the Company’s federal, state and local income tax or information returns and reports, if any, for the six most recent taxable years, (iv) a copy of this Agreement, and any amendments thereto, (v) copies of any written executed powers of attorney executed in relation to the Agreement and

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Articles, (vi) copies of the financial statements of the Company, if any, for the six most recent fiscal years, and (vii) the books and records of the Company as they relate to the internal affairs of the Company for at least the current and past four fiscal years.

(h)

Chief Financial Officer. The Chief Financial Officer of the Company shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and Capital Accounts. The books of account shall at all reasonable times be open to inspection by the Member. The Chief Financial Officer shall deposit all monies and other valuables in the name and to the credit of the Company with such depositories as may be designated by the Member. The Chief Financial Officer shall disburse the funds of the Company as may be ordered by the Member, shall render to the President and the Member, whenever they request it, an account of all of his or her transactions as Chief Financial Officer and of the financial condition of the Company, and shall have such other powers and perform such other duties as may be prescribed by the Member.

6. LIABILITY OF THE MEMBER

6.1 Liability of Member. Except as specifically provided in the Act, the Member shall not be liable for the debts, liabilities, contracts, or any other obligations of the Company.

7. DISSOLUTION AND TERMINATION OF THE COMPANY

7.1 Events Causing Cancellation. Notwithstanding any provisions of the Act, the Company shall be dissolved and its affairs shall be wound up only upon the earliest to occur of the following events:

(a)	The written consent of the Member; or
(b)	Entry of a decree of judicial dissolution pursuant to the Act.

7.2	Articles of Dissolution. As soon as possible following the occurrence of any of the events specified in Section 7.1, the Member, or its legal representative, shall execute Articles of Dissolution in such form as shall be prescribed by the Oregon Secretary of State and file such Articles as required by the Act.
7.3	Distribution on Dissolution. In the event of dissolution, the Member shall take full account of the Company’s assets and liabilities, shall liquidate the assets as

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	promptly as is consistent with obtaining their fair value, or, if the assets cannot be sold, they shall be valued and distributed in kind, and shall apply and
7.4	Distribute the proceeds or assets in the following order: (a) To the payment of creditors of the Company; (b) To the creation of any reserves which the Member deems reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company; (c) To the repayment of any outstanding loans made by the Member to the Company; and (d) The remaining balance to the Member.

8. INDEMNFICATION

8.1

General. The Company, its receiver or its trustee, shall indemnify, defend and save harmless the Member from any claims, liability, loss or damage incurred by the Member by reason of any act performed or omitted to be performed by the Member in connection with the business of the Company, including costs and attorney’s fees and any amounts expended in the settlements of any claims of liability, loss or damage; provided that if the liability, loss or claim arises out of any action or inaction of the member: (a) the Member must have determined, in good faith, that its course of conduct was in the best interests of the Company; and (b) the action or inaction did not constitute fraud, breach of fiduciary duty, gross negligence or willful malfeasance by the Member; and, provided further, that the indemnification shall be recoverable only from the assets of the Company. The Company may, however purchase and pay for that insurance, including extended coverage liability and casualty and worker’s compensation, as would be customary for any person engaging in a similar business, and name the Member as additional or primary insured parties.

8.2

Advancement of Expenses. The Company shall advance all expenses incurred by the Member in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding referenced in Section 8.1 hereof. The Member shall repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that the Member is not entitled to be indemnified by the Company as authorized hereby. The advances to be made hereunder shall be paid by the Company to the Member within ten (10) days following delivery of a written request therefore by the Member to the Company.

9. MISCELLANEOUS

9.1	Binding on Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors and permitted assigns of the Member.
9.2	Severability. If any provision of this Agreement is declared by a court of competent jurisdiction to be void or unenforceable, such provision shall be

6

	deemed severed from the remainder of this Agreement and the balance of this Agreement shall remain in effect.
9.3	Notices. All notices under this Agreement shall be in writing and shall be given to the person entitled thereto, by personal service, or by mail, first class postage prepaid and addressed to the address maintained by the Company for that person or at any other address that he or she specifies in writing.
9.4	Captions. Paragraph titles or captions contained in this Agreement are inserted only as a matter of convenient reference. The title and captions in no way define, limit, extend, or describe the scope of this Agreement nor the intent of any provision hereof.
9.5	Gender. Whenever required by the context, the masculine shall include the feminine and neuter genders, and vice versa; and the word “person” shall include a corporation, partnership, firm, or other form of association; the singular shall include the plural, and vice versa.
9.6	Choice of Law. Except as necessary to ensure compliance with the Act, this Agreement shall be construed under the laws of the State of Oregon as if this Agreement were executed in and to be performed entirely within the Oregon.

          IN WITNESS WHEREOF, the Member has executed this Agreement on the date first above written.

MEMBER:

LSI TITLE COMPANY
A California corporation

By:	/s/ Todd C. Johnson Todd C. Johnson
	Senior Vice President and Secretary

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EX-3.75

Exhibit 3.75

ARTICLES OF INCORPORATION

OF

LSI Title Insurance Agency of Utah, Inc.

Article I

The name of the corporation is LSI Title Insurance Agency of Utah, Inc.

Article II

The corporation shall have unlimited power to engage in and do any lawful act concerning any and all lawful business for which corporations may be organized under the Utah Business Corporation Act and any amendments thereto.

Article III

The corporation shall have authority to issue one thousand (1,000) shares of stock which stock shall be of one class only which shall be common voting stock, par value $1.00 per share. The common stock shall have unlimited voting rights provided in the Utah Revised Business Corporation Act.

Article IV

The address of the corporation’s initial registered office shall be:

50 West Broadway
Salt Lake City, Utah 84101

The corporation’s initial registered agent at such address shall be

C T Corporation System

I hereby acknowledge and accept appointment as corporation registered agent:

/s/ (Registered Agent Signature

Article V

The names and addresses of the incorporator are:

Todd C. Johnson
601 Riverside Avenue
Jacksonville FL 32204

     IN WITNESS WHEREOF, I, Todd C. Johnson, have executed these Articles of Incorporation in duplicate this 3rd day of June, 2005, and say:

That he is the sole incorporator herein; that he has read the above and foregoing Articles of Incorporation, and knows the contents thereof, and that the same is true to the best of his knowledge and belief, excepting as to matters herein alleged upon information and belief and as to those matters he believes to be true.

/s/ Todd C. Johnson Todd C. Johnson

Incorporator

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EX-3.76

Exhibit 3.76

LSI Title Insurance Agency of Utah, Inc.

BYLAWS

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office shall be in the State of Utah.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Utah as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Time and Place of Meetings. All meetings of the stockholders shall be held at such time and place, within or without the State of Utah, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meetings. Annual meetings of stockholders shall be held on the first Tuesday of April, if not a legal holiday, and if a legal holiday, then on the next business day following, or at such other date as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. At the annual meeting, the stockholders entitled to vote thereat shall elect a Board of Directors and transact such other business as may properly be brought before the meeting.

Section 3. Special Meetings. Special meetings of the stockholders, unless otherwise prescribed by statute or provided by the Articles of Incorporation or these bylaws, may be called by the President or the Board of Directors or by the holders of at least 10% of all shares entitled to vote at the meeting. Business conducted at any special meeting shall be confined to the purpose or purposes described in the notice thereof.

Section 4. Notice. Written or printed notice stating the place, day and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 calendar days (20 days in the case of

1

a meeting to approve a plan of merger or exchange) nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary or the officer or other person calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his or its address as it appears on the share transfer records of the Corporation, with postage prepaid.

Section 5. Quorum. A quorum shall be present at a meeting of stockholders if the holder or holders of a majority of the shares entitled to vote are present in person, represented by duly authorized representative in the case of a corporation or other legal entity or represented by proxy, unless otherwise provided in the Articles of Incorporation. Unless otherwise provided in the Articles of Incorporation or these bylaws, once a quorum is present at a duly constituted meeting of stockholders, the stockholders present or represented at the meeting may conduct such business as may be properly brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any shareholder present or represented shall not affect the presence of a quorum at the meeting. Unless otherwise provided in the Articles of Incorporation or these bylaws, the stockholders entitled to vote and present or represented at a meeting of stockholders at which a quorum is not present may adjourn the meeting until such time and to such place as may be determined by a vote of the holders of a majority of the shares represented at the meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be conducted which might have been conducted at the meeting as originally notified.

Section 6. Voting. With respect to any matter, other than the election of directors or a matter for which the affirmative vote of the holders of a specified portion of the shares is required by statute, the affirmative vote of the holders of a majority of the shares entitled to vote on that matter and represented at a meeting of stockholders at which a quorum is present shall be the act of the stockholders, unless otherwise provided in the Articles of Incorporation or these bylaws. Unless otherwise provided in the Articles of Incorporation of these bylaws, directors shall be elected by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of stockholders at which a quorum is present.

Section 7. Method of Voting. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders, except to the extent that the Articles of Incorporation provide for more or less than one vote per share or limit or deny voting rights to the holders of the shares of any class or series or as otherwise provided by statute. A shareholder may vote in person, by duly authorized representative in the case of a corporation or other legal entity or by proxy executed in writing by the shareholder or by his or its duly authorized attorney-in-fact. Each proxy shall be filed with the Secretary of the Corporation prior to the time of the meeting.

Section 8. Action Without Meeting. Unless otherwise provided in the Articles of Incorporation, any action required or permitted to be taken at any meeting of the

2

stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall have been signed by the holder or holders of all the shares entitled to vote with respect to the action that is the subject of the consent.

ARTICLE III

DIRECTORS

Section 1. Responsibilities. The powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, its Board of Directors.

Section 2. Number; Term. The number of directors shall be no less than one (1) and no more than three (3). The number of directors shall be fixed from time to time by the Board of Directors or by the stockholders at the annual or a special meeting. No decrease in the number of directors shall have the effect of shortening the term of an incumbent director. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 3 below. At each annual meeting, the holders of shares entitled to vote in the election of directors shall elect directors to hold office until the next succeeding annual meeting. Unless removed in accordance with the Articles of Incorporation or this Section, each director elected shall hold office for the term for which he is elected and until his successor shall have been elected and qualified. Directors need not be residents of the State of Utah or stockholders of the Corporation. At any meeting of stockholders called expressly for that purpose, any director or the entire Board of Directors may be removed, with or without cause, by the affirmative vote of the holder or holders of a majority of the shares then entitled to vote at an election of directors.

Section 3. Vacancies; Increases. Any vacancy occurring in the Board of Directors (by death, resignation, removal or otherwise) may be filled by election at an annual or special meeting of stockholders called for that purpose, by the affirmative vote of a majority of the remaining directors then in office, though less than a quorum, or by a sole remaining director. Each director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual or special meeting of stockholders called for that purpose or by the Board of Directors for a term of office continuing only until the next election of one or more directors by the stockholders; provided, however, that the Board of Directors may not fill more than two such directorships during the period between any two successive annual meetings of stockholders.

Section 4. Place of meetings. Meetings of the Board of Directors, regular or special, may be held either within or without the State of Utah.

3

Section 5. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and at such place as shall from time to time be determined by the Board of Directors. Regular meetings of the Board of Directors may be held without notice.

Section 6. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of by the President and shall be called by the Secretary on the written request of at least two directors. Written notice specifying the time and place of special meetings shall be given to each director at least three days before the date of the meeting. Such notice may, but need not, specify the purpose or purposes of the meeting.

Section 7. Quorum; Majority Vote. At all meetings, a majority of the number of the directors fixed in the manner provided in these bylaws shall constitute a quorum for the transaction of business unless a greater number is specifically required by statute or provided in the Articles of Incorporation or these bylaws. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise specifically required by statute or provided in the Articles of Incorporation or these bylaws, in which case the express provision shall control. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 8. Minutes. The Board of Directors shall keep regular minutes of its proceedings. The minutes shall be placed in the minute book of the Corporation.

Section 9. Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees, each of which shall be comprised of one or more members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified members, at any meeting of that committee. Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these bylaws, shall have and may exercise all of the authority of the Board of Directors, except as otherwise provided by statute. The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 10. Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. Such minutes shall be place in the minute book of the Corporation.

Section 11. Action Without Meeting. Unless otherwise restricted by the Articles of Incorporation or these bylaws, any action required or permitted to be taken at a meeting of the Board of Directors or any committee may be taken without a meeting if a consent

4

in writing, setting forth the action so taken, is signed by all the members of the Board of Directors or committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting.

ARTICLE IV

NOTICES

Section 1. Method. Whenever by statute, the Articles of Incorporation, these bylaws or otherwise, notice is required to be given to a director or shareholder, and no provision is made as to how the notice shall be given, it shall not be construed to be personal notice, but any such notice may be given: (a) in writing, by mail, postage prepaid, addressed to the director at the last address known by the Corporation for such director or shareholder at the address appearing on the share transfer records of the Corporation, or (b) in any other method permitted by law. Any notice required or permitted to be given by mail shall be deemed given at the time when the same is deposited in the United States mail.

Section 2. Waiver. Whenever by statute, the Articles of Incorporation or these bylaws, any notice is required to be given to a director or shareholder, a waiver thereof in writing, signed by the person or persons entitled to such notice, or in the case of a corporation or other legal entity by its duly authorized representative, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

ARTICLE V

OFFICERS

Section 1. Number. The officers of the Corporation shall consist of a President and a Secretary, each of whom shall be elected by the Board of Directors. The Board of Directors may also elect such other officers as they deem necessary or desirable, including a Chairman of the Board, a Treasurer, a Controller and one or more Vice Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and Assistant Controllers. All officers of the Corporation shall hold office at the pleasure of the Board of Directors. The same person may, at the discretion of the Board of Directors, hold any two or more offices.

5

Section 2. Appointed Officers. The President may appoint such other officers and agents as he shall deem necessary or desirable who shall hold their offices for such terms as the President shall determine.

Section 3. Removal. Any officer elected by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby.

Section 4. Compensation. The compensation of all officers and agents of the Corporation who are also directors of the Corporation shall be fixed by the Board of Directors. The Board of Directors may delegate the power to fix the compensation of all other officers and agents of the Corporation to an officer of the Corporation.

Section 5. Duties. The officers of the Corporation, whether elected or appointed, shall have such authority and shall perform such duties as are customarily incident to their respective offices, or as may be specified from time to time by resolution of the Board of Directors regardless of whether such authority and duties are customarily incident to such office.

ARTICLE VI

CERTIFICATE OF STOCK

     Every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of, the Corporation, by the President or the Vice President, and by the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation.

ARTICLE VII

INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Each person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust or other enterprise or employee benefit plan (including he heirs, executors, administrators or estate of such person) shall be indemnified by the Corporation to the fullest extent that a corporation is required or permitted to grant indemnification to such person under the Utah General Corporation Law, as the same exists or may hereafter be amended. Reasonable expenses incurred by a director, officer, employee or agent of the Corporation who was, is or is threatened to be made a named defendant or respondent in a proceeding shall be paid or

6

reimbursed by the Corporation, in advance of the final disposition of the proceeding, to the maximum extent permitted under Utah law, as the same exists or may hereafter be amended. The right to indemnification under this Article shall be a contract right. In the event of the death of any person having a right of indemnification under this Article, such right will inure to the benefit of his or her heirs, executors, administrators and personal representatives. The rights under this Article will not be exclusive of any other right which any person may have or hereinafter acquire under any statute, bylaw, resolution of stockholders of directors, agreement or otherwise.

ARTICLE VIII

GENERAL PROVISIONS

     Section 1. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

     Section 2. Fiscal Year. The fiscal year of the Corporations shall be fixed by resolution of the Board of Directors.

     Section 3. Telephone and Similar Meetings. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, the stockholders, members of the Board of Directors or members of any committee of the Board of Directors may participate in and hold a meeting of such stockholders, the Board of Directors or committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meting is not lawfully called or convened.

     Section 4. Distributions and Share Dividends. Subject to statute and any provision of the Articles of Incorporation, distributions in the form of cash or property or share dividends may be declared by the Board of Directors at any regular or special meeting.

     Section 5. Amendment of Bylaws. Unless otherwise provided by law, the Articles of Incorporation or these bylaws, these bylaws may be altered, amended or repealed, or new bylaws may be adopted, by the stockholders or the Board of Directors, subject to the stockholders providing in amending, repealing or adopting a particular bylaw that it may not be amended or repealed by the Board of Directors.

7

EX-3.77

Exhibit 3.77

STATE OF MAINE
Department of the Secretary of State
Bureau of Corporations, Elections and Commissions
101 State House Station
Augusta, Maine 04333-0101

June 24, 2002

FIDELITY NATIONAL TITLE
ATTN: MARJORIE NEMZURA
171 N. CLARK STREET
CHICAGO IL 60601-3294

ATTESTED COPIES
WR DCN: 2021721800009

Enclosed please find copies of documents recently placed on file with our office. Each copy has been attested as a true copy of the original and serves as your evidence of filing. We recommend that you retain these permanently with your records.

Charter#:     20021666DC     Legal Name: MAINE RESIDENTIAL NOMINEE SERVICES, LLC

CHANGE IN NUMBER AND/OR EXISTENCE OF MANAGERS

DCN:    2021721800010          Page(s)     2

Total Pages      2

(STAMP)

DOMESTIC

LIMITED LIABILITY COMPANY

STATE OF MAINE

ARTICLES OF AMENDMENT

Maine Residential Nominee

(Name of Limited Liability Company)
Services, LLC

#20021666DC

Pursuant to 31 MRSA §623, the undersigned limited liability company executes and delivers for filing these articles of amendment:

FIRST:	The name of the limited liability company has been changed to (if no change, so indicate)
	no change
	(The name must contain one of the following: “Limited Liability Company”. “L.L.C.” or “LLC”; §603.1.A.)
SECOND:	The management of the limited liability company has been changed (If no change, so indicate                     ). If changed, “X” one box only.
o A.	The management of the company is vested in a member or members.
þ B.	The management of the company is vested in a manager or managers. The minimum number shall be 1 managers and the maximum number shall be 5 managers.
THIRD:	Other amendments to the articles, if any, that the members determine to adopt are set forth in Exhibit ____ attached hereto and made a part hereof.

none

(signatures required on back of form)

DATED 6/12/2002

MANAGER(S)/MEMBER(S)*
Marjorie Nemzura (signature)	Marjorie Nemzura Vice President (type or print name and capacity)
(signature)	An authorized person (type or print name and capacity)
(signature)	(type or print name and capacity)

For Manager(s)/Member(s) which are Entities

Name of Entity

By
	(authorized signature)	(type or print name and capacity)

Name of Entity

By
	(authorized signature)	(type or print name and capacity)

Name of Entity

By
	(authorized signature)	(type or print name and capacity)

* Articles MUST be signed by

(1) at least one manager OR

(2) at least one member if the limited liability company is managed by the members OR

(3) any duly authorized person.

The execution of this certificate constitutes an oath or affirmation under the penalties of false swearing under Title 17-A, Section 453.

SUBMIT COMPLETED FORMS TO:	CORPORATE EXAMINING SECTION, SECRETARY OF STATE, 101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101 TEL. (207) 624-7740
FORM NO. MLLC-9 Rev. 4/16/2001

STATE OF MAINE
Department of the Secretary of State
Bureau of Corporations, Elections and Commissions
101 State House Station
Augusta, Maine 04333-0101

June 11, 2002

CHICAGO TITLE INSURANCE CO
ATTN: MARJORIE NEMZURA
171 N CLARK
8TH FLOOR
CHICAGO IL 60601

ATTESTED COPIES
WR DCN: 2021611800077

Enclosed please find copies of documents recently placed on file with our office. Each copy has been attested as a true copy of the original and serves as your evidence of filing. We recommend that you retain these permanently with your records.

Charter#:     20021666DC     Legal Name: MAINE RESIDENTIAL NOMINEE SERVICES, LLC

CHANGE OF LEGAL NAME
DCN: 2021611800078		Page(s)	2
Total Pages	2

DOMESTIC

LIMITED LIABILITY COMPANY

STATE OF MAINE

ARTICLES OF AMENDMENT

National Residential Nominee

(Name of Limited Liability Company)

Services Maine, LLC

Pursuant to 31 MRSA §623, the undersigned limited liability company executes and delivers for filing these articles of amendment:

FIRST:	The name of the limited liability company has been changed to (if no change, so indicate)
	Maine Residential Nominee Services, LLC
	(The name must contain one of the following: “Limited Liability Company”, “L.L.C.” or “LLC”: §603. l.A.)
SECOND:	The management of the limited liability company has been changed (if no change, so indicate no change). If changed, “X” one box only.
o A.	The management of the company is vested in a member or members.
o B.	The management of the company is vested in a manager or managers. The minimum number shall be____ managers and the maximum number shall be                      managers.
THIRD:	Other amendments to the articles, if any, that the members determine to adopt are set forth in Exhibit_____ attached hereto and made a part hereof.

none

(signatures required on back of form)

DATED           5/20/2002          

MANAGER(S)/MEMBER(S)*

Marjorie Nemzura	Marjorie Nemzura Vice President
(signature)	(type or print name and capacity)
	An authorised person
(signature)	(type or print name and capacity)
(signature)	(type or print name and capacity)

For Manager(s)/Member(s) which are Entities

Name of Entity

By
	(authorized signature)	(type or print name and capacity)

Name of Entity

By
	(authorized signature)	(type or print name and capacity)

Name of Entity

By
	(authorized signature)	(type or print name and capacity)

*Articles MUST be signed by

(1)	at least one manager OR
(2)	at least one member if the limited liability company is managed by the members OR
(3)	any duly authorized person.

The execution of this certificate constitutes an oath or affirmation under the penalties of false swearing under Title 17-A, section 453.

SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,

101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101

TEL. (207) 624-7740

FORM NO. MLLC-9    Rev. 4/16/2001

STATE OF MAINE
Department of the Secretary of State
Bureau of Corporations, Elections and Commissions
101 State House Station
Augusta, Maine 04333-0101

May 20, 2002

CT CORPORATION SYSTEM
ATTN: MIA REZENDES, CUSTOMER SPECIALIST TEA
208 SOUTH LASALLE STREET
CHICAGO IL 60604

ATTESTED COPIES
WR DCN; 2021371800005

Enclosed please find copies of documents recently placed on file with our office. Each copy has been attested as a true copy of the original and serves as your evidence of filing. We recommend that you retain these permanently with your records.

Charter#:      20021666DC      Legal Name: NATIONAL RESIDENTIAL NOMINEE SERVICES M

ARTICLES OF ORGANIZATION
DCN: 2021371800006               Page(s)           2

Total Pages           2

(STAMP)

	DOMESTIC
	LIMITED LIABILITY COMPANY
	STATE OF MAINE
	ARTICLES OF ORGANIZATION OF
	LIMITED LIABILITY COMPANY
	(Check box only if applicable)
o	This is a professional limited liability company formed pursuant to 31 MRSA §611 and 13 MRSA Chapter 22.

Pursuant to 31 MRSA §622, the undersigned adopt(s) the following articles of organization:

FIRST:	The name of the limited liability company is
	National Residential Nominee Services Maine, LLC
	(The name must contain one of the following: “Limited Liability Company”. ‘L.L.C.” or “LLC”: §603.1.A.)
SECOND:	The name of its Registered Agent, an individual Maine resident or a corporation, foreign or domestic, authorized to do business or carry on activities in Maine, and the address of the registered office shall be
	CT Corporation System
	(name)
	One Portland Square Portland, Maine 04101
	(physical location — street (not P.O. Box), city, state and zip code)
	(mailing address if different from above)
THIRD:	(“X” one box only)

o A.	The management of the company is vested in a member or members.
þ B. 1.	The management of the company is vested in a manager or managers. The minimum number shall be 2 managers and the maximum number shall be 5 managers.
2.	If the initial managers have been selected, the name and business, residence or mailing address of each manager is:

NAME	ADDRESS
Radah Butler	300 Montgomery Street, #650 San Francisco,
	CA 94104
Francene DePrez	808 Travis Street, #1518, Houston, TX
		77002
o Names and addresses of additional managers are attached hereto as Exhibit                    , and made a part hereof.

FOURTH: Other provisions of these articles, if any, that the members determine to include are set forth in Exhibit                      attached hereto and made a part hereof.

ORGANIZER(S)*      DATED          5/9/02

Marjorie Nemzura	Marjorie Nemzura
(signature)	(type or print name)
(signature)	(type or print name)
(signature)	(type or print name)

For Organizer(s) which are Entities

Name of Entity

By
	(authorized signature)	(type or print name and capacity)

Name of Entity

By
	(authorized signature)	(type or print name and capacity)

Name of Entity

By
	(authorized signature)	(type or print name and capacity)

THE FOLLOWING SHALL BE COMPLETED BY THE REGISTERED AGENT UNLESS THIS DOCUMENT IS ACCOMPANIED BY FORM MLLC-18 (§607.2.).

The undersigned hereby accepts the appointment as registered agent for the above named limited liability company.

REGISTERED AGENT DATED

(signature) (type or print name)

For Registered Agent which is a Corporation

Name of Corporation CT Corporation System

		Jeffrey R. Graves
By	Jeffrey R. Graves	Assistant Secretary
	(authorized signature)	(type or print name and capacity)

*Articles MUST be signed by

(1)	all organizers OR
(2)	any duly authorized person.

The execution of this certificate constitutes an oath or affirmation under the penalties of false swearing under Title 17-A, section 453.

SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,

101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101

TEL. (207) 624-7740

FORM NO. MLLC-6 Rev. 4/16/2001

EX-3.78

Exhibit 3.78

EXHIBIT A

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

MAINE RESIDENTIAL NOMINEE SERVICES, LLC

A MANAGER MANAGED

MAINE LIMITED LIABILITY COMPANY

Dated as of February 15, 2007

E.I.N. 75-3064874

     This Amended and Restated Operating Agreement is dated as of February 15, 2007, by and between National Residential Nominee Services Inc., a Delaware corporation, with a principal place of business located at 601 Riverside Avenue, Jacksonville, FL 32204 (the “Manager”), as the sole Manager; and Investment Property Exchange Services, Inc., a California corporation, with a principal place of business located at 50 California Street, Suite 3550, San Francisco, CA 94111 (“IPEX”), as the member (the “Member”).

     The parties hereto, being duly sworn, certify and agree as follows:

ARTICLE I
Formation and Name

     This limited liability company (the “Company”) was formed pursuant to the provisions of the Act. The business and affairs of the Company shall be conducted under the name “Maine Residential Nominee Services, LLC” or such other name or names as may be designated by the Manager.

ARTICLE II
Principal Place of Business, Agent for Service of Process

     The principal place of business of the Company is 601 Riverside Avenue, Jacksonville, FL 32204. The principal place of business and other places of business may be designated by the Manager. The records required to be maintained pursuant to the Act shall be initially maintained at the principal office of the Company, and the initial resident agent of the Company in the State of Maine for service of process shall be CT Corporation System, One Portland Square, Portland, Maine 04101.

ARTICLE III
Purposes

Section 3.1

     The purposes of the Company are to take, hold and transfer title to residential real estate, and to engage in such lawful business or activities which may be necessary or incidental to the foregoing; and in general to carry on any business activity permitted and to exercise all the powers and rights granted a limited liability company organized under the Act.

Section 3.2 Powers

     In furtherance of the above purposes, the Company shall have the following powers:

Maine Residential Nominee Services, LLC
Amended & Restated Operating Agreement
February 15, 2007

1

     A. to acquire property, real or personal, in fee or under lease, or any rights therein or appurtenant thereto, necessary or convenient for the business and operations of the Company;

     B. to enter into, perform and carry out contracts of any kind, including contracts with Affiliates, necessary to, in connection with, or incidental to, the accomplishment of the purposes of the Company;

     C. to borrow money and to issue evidence of indebtedness and to secure the same by mortgage, pledge or other lien on any assets of the Company, in furtherance of any and all of the purposes of the Company;

     D. to repay in whole or in part, refinance, recast, increase, modify or extend any mortgages affecting the Company’s property, and in connection therewith to execute any extensions, renewals, modifications of any such mortgages;

     E. to guaranty obligations of Affiliates upon terms and conditions determined by the Manager;

     F. to invest and reinvest the assets of the Company in, and to purchase or otherwise acquire, hold, sell, transfer, exchange or otherwise dispose of securities of all types and descriptions and any other interests in business ventures; and

     G. to carry on any other activities necessary to, or in connection with, or incidental to, the accomplishment of the purposes of the Company, so long as such activities may be lawfully carried on or performed by a limited liability company under the Act and other applicable laws of the State.

     Except as expressly provided herein, no Member shall have any authority to act for, or assume any obligations or responsibility on behalf of, any other Member or the Company.

ARTICLE IV
Term

     The Company shall commence on the date of the filing of the Articles of Organization with the Office of the Secretary of State of the State of Maine and shall continue thereafter until terminated by operation of law or in accordance with the provisions of this Agreement.

ARTICLE V
Capital Contributions

Section 5.1 Original Capital Contributions

     The Member contributed to the capital of the Company the aggregate amount of cash and other property set forth in Exhibit A attached hereto.

Maine Residential Nominee Services, LLC
Amended & Restated Operating Agreement
February 15, 2007

2

Section 5.2 Additional Contributions

     Capital Contributions in addition to those referred to in Section 5.1 above may be made from time to time when, as and if it is determined by the Member or Members that additional Capital Contributions are necessary or desirable to accomplish the purposes of the Company.

Section 5.3 Interest on Capital Contributions

     No interest shall be paid upon Capital Contributions.

Section 5.4 Withdrawal of Capital

     No Member shall have the right to withdraw any capital contributed to the Company except as specifically provided herein.

Section 5.5 Liability of Member

     Notwithstanding anything to the contrary elsewhere contained herein, and except as otherwise specifically provided herein or in the Act, no Member shall be liable for Company obligations in an amount in excess of its aggregate Capital Contributions to the Company, including any additional Capital Contributions if and to the extent the same become due and payable under Section 5.2.

Section 5.6 Property Other Than Cash

     No Member shall have the right to demand or receive property other than cash in return for its Capital Contribution, and except as its interest may appear in the accounts of the Company, no Member shall have priority over any other Member, either as to contributions of capital or as to compensation by way of income.

Section 5.7 Capital Accounts

     An individual Capital Account shall be established and maintained for each Member, including any additional or substituted Member who shall hereafter receive an interest in the Company. The original Capital Account established for each such substituted Member shall be in the same amount as, and shall replace, the Capital Account of the Member which such substituted Member succeeds, and, for the purposes of this Agreement, such substituted Member shall be deemed to have made the Capital Contribution, to the extent actually paid in, of the Member which such substituted Member succeeds. The Capital Account of each Member shall be (i) credited with (a) the amount of cash such Member has contributed to the Company plus (b) the fair market value of any property such Member has contributed to the Company net of any liabilities assumed by the Company or to which such property is subject plus (c) the amount of profits or gain of the Company allocated to such Member, and (ii) charged with (a) the amount of losses and

Maine Residential Nominee Services, LLC
Amended & Restated Operating Agreement
February 15, 2007

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deductions of the Company allocated to such Member, (b) the amount of all cash distributed by the Company to such Member, (c) the fair market value of any property distributed by the Company to such Member net of any liabilities assumed by the Company or to which such property is subject and (d) such Member’s share of any other expenditures of the Company which are not deductible by the Company for Federal income tax purposes or which are not allowable as additions to the basis of the Company property and shall be (iii) subject to other adjustments as may be required under the Code. The term “substituted Member,” as used in this paragraph, shall mean a Person who shall become entitled to receive a share of the profits, losses and distributions of the Company by reason of such Person succeeding to the interest in the Company of a Member by assignment of all or any part of a Member’s interest in the Company. To the extent a substituted Member receives less than 100% of the interest in the Company of a Member it succeeds, the original Capital Account of such substituted Member and its Capital Contribution shall be in proportion to the interest it receives and the Capital Account of the Member who retains a partial interest in the Company and its Capital Contribution shall continue, and not be replaced, in proportion to the interest it retains. Any special basis adjustments resulting from an election by the Company pursuant to Section 754 of the Code shall not be taken into account for any purpose in establishing and maintaining Capital Accounts for the Members pursuant to this Section 4.3. Nothing in this section shall affect the limitation on the transferability of Company interests set forth in Article VII, Article VIII or Section 13.1 of this Agreement.

ARTICLE VI
Additional Members

     The Manager is authorized to admit additional Members to the Company, at such times, and upon such terms and conditions, as it may determine.

ARTICLE VII
Loans

Section 7.1 Company Borrowings

     If, at any time or from time to time, the Manager determines that additional funds are required to carry on the business of the Company in the manner contemplated hereunder, the Company may, in lieu of or in addition to obtaining funds from any other source, borrow such funds upon terms and conditions it may determine.

Section 7.2 Operating Loans

     In lieu of or in addition to making additional Capital Contributions pursuant to Section 5.2 hereof, or borrowing funds pursuant to Section 7.1 hereof, each Member may advance or cause to be advanced to the Company funds. Such

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advances (herein called “Operating Loans”) shall be deemed to be loans rather than Capital Contributions and shall bear interest at a rate determined by the Manager. Operating Loans shall be evidenced by promissory notes of the Company (“Operating Notes”) and shall be repaid in the manner and at the times specified in Sections 11.2 and 12.1. If the Members so determine, and subject to the approval, if required, of any lenders or governmental authorities having jurisdiction over any Property, such notes may be secured by a lien on all real or personal property owned by the Company or on the beneficial interest therein (or so much thereof as is then owned by the Company), evidenced by a security instrument (which may be, among other types, a mortgage or collateral assignment of beneficial interest) in appropriate form with respect to the law of the jurisdiction in which such property is located, subject to liens, if any, of mortgages granted by the Company or to which such property was subject when acquired by the Company, and to any other lien theretofore granted by the Company. Such security instrument shall also contain provisions requiring its subordination by its holder, to the extent of the cost of improvements reasonably necessary to accomplish the purposes set forth in Article III hereof, to any lien thereafter granted by the Company or its successors in title to a recognized bank, savings and loan association or other lending institution.

Section 7.3 Benefit

     The undertakings of the Members in Section 5.2 and this Article VII are made for the benefit of the Members and the Company and shall not inure to the benefit of any creditor of the Company other than a Member.

ARTICLE VIII
Rights, Duties and Powers

Section 8.1 Rights and Responsibilities of Manager

     The Manager shall be solely responsible for the management of the Company business with all rights and powers generally conferred by law or necessary, advisable or consistent in connection therewith. All decisions with respect to the management and control of the Company which are made by the Manager as aforesaid shall be binding on the Company and all Members.

Section 8.2 Duties and Powers of Manager

     The Manager has full and sole authority to cause the Company to exercise the powers conferred on the Company in Article III. The Manager shall use reasonable efforts to carry out the purposes, business and objectives of the Company referred to in Article III, and shall devote to the Company business such time and effort as shall be reasonably required for the proper conduct of the business of the Company. Anything in this Agreement to the contrary notwithstanding, all Persons dealing with the Company may rely upon the authority of the Manager to execute, for and in behalf of the Company, any contract or other document pertaining to the

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business of the Company and every contract deed, mortgage, lease and other instrument executed by the Manager shall be conclusive evidence in favor of every Person relying thereon or claiming thereunder that at the time of the delivery thereof the execution and delivery of such instruments were duly authorized by the Manager in accordance with Section 8.1 of this Agreement. No Member (except a Member who is also a Manager and then only in its capacity as a Manager) shall be entitled to bind the Company. The Manager is authorized and empowered to designate and appoint any officers, agents and/or attorneys-in-fact to act for any one or more purposes for and in behalf of the Company, and any Person dealing with the Company may rely upon the efficacy of any such designation, appointment or power of attorney authorizing any such officer, agent or attorney-in-fact to act for and in behalf of the Company to the same extent as if the action so authorized had been taken by the Manager of the Company for and in behalf of the Company. Every contract, deed, mortgage, lease and other instrument executed by the Manager or by any such officer, agent and/or attorney-in-fact so designated by the Manager shall be conclusive evidence in favor of every Person relying thereon or claiming thereunder that at the time of delivery thereof (i) the Company was in existence, (ii) the Manager or such officer, agent or attorney-in-fact was duly authorized to execute such instrument and (iii) this Agreement had not been terminated, canceled or amended in any manner so as to restrict such authority.

Section 8.3 Prohibited Acts and Limitations

     Nothing contained in this Article VIII shall be construed as giving the Manager the power or right to possess Company property for other than a Company purpose nor to do any act prohibited by the terms of any statutes, ordinances, regulations or agreements applicable to the Company. All powers and rights of the Manager shall always be subject to the foregoing so long as the same continue in force and to be applicable to this Company as aforesaid.

Section 8.4 Compensation of Manager

     The Manager shall be entitled to such salary and other compensation for its services to the Company as may be Approved by the Members from time to time. Such salaries or other compensation, if any, shall be deducted as an expense of the Company in determining the Cash Flow of the Company to be distributed pursuant to Section 11.2 hereof.

Section 8.5 Indemnity of Manager

     The Manager shall be entitled to indemnity from the Company for any liability arising out of any act performed by it within the scope conferred upon it by this Agreement, provided that the Manager acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and its Members. Any indemnity under this Section 8.5 shall be provided out of and to

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the extent of Company assets only, and no Member shall have any personal liability on account thereof.

Section 8.6 Activities of Members

     The Members (except a Member who is also a Manager and then only in its capacity as a Manager) shall take no part in, nor interfere in any manner with, the conduct or control of the Company business, and shall have no right or authority to act for or bind the Company.

ARTICLE IX
Independent Ventures — Self-Dealing Provisions

Section 9.1 Competition

     Any of the Members, including any Manager, may engage in or possess an interest in other business ventures of any and every nature and description. Neither the Company nor the other Members shall have any right by virtue of this Agreement in and to such independent ventures or to the income, gain or profits derived therefrom.

Section 9.2 Self-Dealing

     The fact that a Member, including any Manager, or its stockholders, officers, or directors as the case may be, is employed by, or is directly or indirectly interested in or connected with, any person, firm, or corporation employed by the Company to render or perform a service, or to whom or which the Company shall convey any property or lease any space, or from whom or which the Company shall acquire any property or lease any space, shall not prohibit the Manager from contracting with or otherwise dealing with him or it. Neither the Company nor any of the other Members, as such, shall have any rights by virtue of this Agreement in or to any income or profits derived therefrom.

ARTICLE X
Profits and Losses

Section 10.1 Basic Ratio

     Except as provided in Section 10.3, the Profits and Losses of the Company shall be allocated among the Members in proportion to their Percentage Interests, as set forth in Exhibit A attached hereto and made a part hereof.

     The term “Profits and Losses” as used in this Agreement shall mean income and losses, and each item of income, gain, loss, deduction or credit entering into the computation thereof, as determined in accordance with the accounting methods followed by the Company and computed in a manner consistent with Treasury Regulation Section 1.704-1(b)(2)(iv). Profits and losses for Federal income tax

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purposes shall be allocated in the same manner as Profits and Losses for purposes of this Article X, except as provided in Section 10.3(B).

Section 10.2 Individual Items

     Except as otherwise specifically provided herein, whenever a proportionate part of the Company’s Profits or Losses is credited or charged to a Member’s capital account, each item of income, gain, loss, deduction or credit entering into the computation of such Profits or Losses, or applicable to the period during which such Profits or Losses were realized, shall be considered credited or charged, as the case may be, to such account in the same proportion.

Section 10.3 Special Tax Provisions

     A. Section 704 of the Code and the Regulations issued thereunder, including but not limited to the provisions of such regulations addressing qualified income offset provisions, minimum gain chargeback requirements, partner nonrecourse debt minimum gain chargeback provisions and allocations of deductions attributable to nonrecourse debt and partner nonrecourse debt, are hereby incorporated by reference into this Agreement.

     B. Income, gain, loss and deduction with respect to Company property which has a variation between its basis computed in accordance with Treasury Regulation Section 1.704-(b) and its basis computed for Federal income tax purposes shall be shared among Members so as to take account of the variation in a manner consistent with the principles of Section 704(c) of the Code and Treasury Regulation Section 1.704-3.

ARTICLE XI
Cash Flow of the Company

Section 11.1 Cash Flow

     The term “Cash Flow” of the Company for a particular fiscal year shall include all Profits from the operation of the Company for such fiscal year except Profits for such fiscal year arising from the sale or other disposition of all or a substantial part of the assets of the Company, and shall be determined by adjusting such Profits as follows:

     (a) Items described in Section 705(a)(l)(B) of the Code shall be included in Cash Flow. Items described in Section 705(a)(2)(B) of the Code shall be considered a deduction in calculating Cash Flow;

     (b) Depreciation of buildings, improvements and personal property shall not be considered as a deduction;

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     (c) Amortization of financing fees, organizational expenses or similar items (for federal income tax purposes) shall not be considered as a deduction;

     (d) Principal payments on all mortgage loans, conditional sales contracts and other secured obligations (other than Operating Loans) shall be considered a deduction;

     (e) If the Manager so determines, a reasonable reserve shall be deducted to provide for replacements, improvements, capital improvements or any other contingency of the Company;

     (f) Any amounts paid by the Company for capital expenditures or replacements (and not withdrawn from a reserve fund established for such purpose) shall be considered as a deduction;

     (g) Amounts required to maintain reasonable working capital shall be considered a deduction;

     (h) Capital Contributions to the Company, the proceeds of any mortgage refinancing, the proceeds of any sale, exchange, eminent domain taking, damage or destruction by fire or other casualty, whether insured or uninsured, or other disposition of all or a substantial part of the assets of the Company (or of the assets of any partnership, joint venture or other comparable entity of which the Company is a member or of the interest of the Company in any such entity) shall not be included in Cash Flow of the Company and payments made from such sources of funds shall be excluded in determining Cash Flow of the Company; and

     (i) Any other receipts from the operations of the Company not properly includable in Profits and Losses of the Company and any amounts released from reserve accounts and available for distribution shall be included in Cash Flow of the Company.

Section 11.2 Cash Flow Distributions

     The Cash Flow of the Company shall be determined for each fiscal year. The Manager shall make periodic (and in no event less frequent than annual) distributions to the Members of the Cash Flow of the Company in the manner and amounts hereinafter provided:

     First, to repay principal and interest on outstanding Operating Loans; and

     Second, to the Members in accordance with their respective Percentage Interests in the Company.

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Section 11.3 Allocations and Distributions

     (a) In the event that there are at any time more than one class of Members, Profits and Losses of the Company allocated to and distributions made to the Members in each class shall be allocated to each of them in the ratio which the Percentage Interest of such Member bears to the aggregate Percentage Interests of all of the Members in such class.

     (b) All Profits, Losses and distributions to the Members shall be credited or charged, as the case may be, to their Capital Accounts as of the date at which Profits and Losses are determined.

     (c) Except as may be otherwise expressly provided to the contrary in this Agreement, the Members’ Capital Accounts shall be maintained, both for book purposes and for federal income tax purposes in the manner provided in Treasury Regulations 1.704-I(b) (the “Regulations”) and profits and losses and items thereof for book purposes, and all items of income, deduction, gain, loss or credit for Federal income tax purposes shall be allocated among the Members in a manner consistent with the Regulations, so that the allocations provided in this Agreement may, to the extent possible, have “substantial economic effect” within the meaning of the Regulations.

ARTICLE XII

Section 12.1 Other Distributions and Payments

     All cash available from the cash proceeds resulting from the refinancing of any mortgage on, or the sale, exchange, condemnation (or similar eminent domain taking), casualty or other disposition of all or a substantial part of the assets of the Company, or from the liquidation of the assets of the Company following a dissolution of the Company, and, subject to the provisions of Article XIII, all cash other than cash distributed pursuant to Section 11.2 hereof which is determined by the Manager to be available for distribution, shall be distributed and applied in the following priority:

          First, to the payment of all debts and Liabilities of the Company then due (or required by any lender or creditor to be repaid on account of the event referred to in this Article XII which makes such cash available) other than loans by a Member to the Company;

          Second, to fund reserves for contingent liabilities to the extent deemed reasonable by the Manager, provided, that at the expiration of such period of time as the Manager shall deem advisable, the balance of such reserves remaining after payment of such contingencies shall be distributed in the manner hereinafter set forth in this Article XII;

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     Third, to the payment of principal and interest on outstanding Operating Loans;

     Fourth, the balance of any remaining cash proceeds shall be distributed to the Members in accordance with their respective Percentage Interests in the Company.

ARTICLE XIII
Accounting

Section 13.1 Books and Reporting

     (a) The Manager shall keep or cause to be kept a complete and accurate set of books and supporting documentation of transactions with respect to the conduct of the Company’s business. The books of the Company shall be kept on such basis as may be determined by the Manager and shall at all times be maintained at the principal office of the Company or at such other location as the Manager may determine. Each of the Members and their duly authorized representatives shall have the right to examine the books of the Company and all other records and information concerning the operation of the Property at reasonable times.

     (b) The Manager shall determine and prepare or cause to be prepared a balance sheet, statement of profit and loss, statement of receipts and disbursements including its best estimate of Cash Flow available for distribution to the Members, statement of surplus (or deficit) cash, statement of loans payable and any other statements it deems necessary to comply with the requirements of this Agreement. Said balance sheet and statement of profit and loss shall be prepared in accordance with generally accepted accounting principles applied consistently with prior periods. As a note to the statement of loans payable, there shall be included a schedule of all loans to the Company from Affiliates or any other party, setting forth the Section of this Agreement under which such debt was incurred, and the purpose for which such loan was applied by the Company. Such schedule shall demonstrate that loans have been made, used, carried on the books of the Company (and repaid, if applicable) in accordance with the provisions of this Agreement. The Manager shall promptly upon preparation or receipt of such balance sheet and statements and in any event within 105 days after the end of each fiscal year, transmit to all Members a copy thereof. The Manager shall cause the Auditors to prepare the federal and state income tax returns of the Company and the Manager shall use reasonable efforts to cause such Auditors to prepare such tax returns within 105 days after the end of such fiscal year. The Manager shall cause such tax returns to be filed on a timely basis and shall promptly after the filing thereof transmit to all the Members a copy of such tax returns.

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Such reports and estimates shall clearly indicate the methods under which they were prepared, and shall be made at the expense of the Company.

Section 13.2 Bank Accounts

     The bank accounts of the Company shall be maintained in such banking institutions as the Manager shall determine, and withdrawals shall be made only in the regular course of Company business on such signature or signatures as the Manager shall determine.

Section 13.3 Special Basis Adjustments

     In the event of a transfer of all or any part of the interest of any Member (including a transfer by reason of death), the Company shall elect pursuant to Sections 734, 743 and 754 of the Code (or corresponding provisions of succeeding law) and pursuant to similar provisions of applicable state or local income tax laws, to adjust the basis of the assets of the Company. Notwithstanding anything to the contrary contained in this Agreement, any such adjustments shall affect only the successor in interest to the transferring Member. Each Member will furnish the Company with all information necessary to give effect to such election.

Section 13.4 Fiscal Year

     The fiscal year of the Company shall be the calendar year.

ARTICLE XIV
Withdrawal of Manager: New Managers

Section 14.1 Voluntary Withdrawal

     Except as provided in the Act, no Manager shall have the right to withdraw or retire voluntarily from the Company or sell, assign or encumber its partnership interest without the consent of all Members.

Section 14.2 Election to Continue

     In the event of the Retirement of any Manager, the remaining Managers, if any, and any successor Manager, and those Members representing not less than 51% in interest of all Members, may elect to continue the business of the Company employing its assets and name, all as contemplated by the Act. Within ten (10) days after the occurrence of such Retirement, the remaining Managers, if any, shall notify the Members thereof.

Section 14.3 Successor Manager

     (a) Upon the occurrence of any Retirement referred to in Section 14.2, the remaining Managers, if any, may designate a Person to become a

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successor Manager to the Manager as to whom such event shall have occurred. Any Person so designated, subject to the Approval of the Members, shall become a successor Manager upon its written agreement to be bound by the provisions of this Agreement.

     (b) If any Retirement referred to in Section 14.2 shall occur at a time when there is no remaining Manager and no successor becomes a successor Manager pursuant to the preceding provisions of this Section 14.3, then 51 % or more in interest of the Members shall have the right, to designate a Person to become a successor Manager upon its written agreement to be bound by the provisions of the Agreement.

     (c) If the Members elect to reconstitute the Company pursuant to this Section 14.3 and admit a successor Manager pursuant to this Section 14.3, the relationship of the parties in the reconstituted Company shall be governed by this Agreement.

Section 14.4 Interest of Predecessor Manager

     No assignee or transferee of all or any part of the interest as a Manager of a Manager shall have the right to become a Manager and any such assignee or transferee shall have only such rights as are afforded to such Person as a matter of law; without limiting the generality of the foregoing no such assignee or transferee shall have any rights to vote or consent with respect to any transactions involving the Company; provided, however, that in the event of the withdrawal of a Manager under circumstances not constituting any violation of the terms or provisions of this Agreement, such Manager or its legal representatives, estate or distributees shall have the right to become a Member, with all the rights of a Member hereunder, in which case this Agreement shall be amended accordingly.

Section 14.5 Designation of New Manners

     The Manager may, with the consent of all Members, at any time designate new Managers with such interest as a Manager in the Company as the Managers may specify.

     Any new Manager shall as a condition of receiving any interest in the Company agree to be bound by the provisions of this Agreement to the same extent and on the same terms as any other Manager.

Section 14.6 Approval of Certain Events

     Each Member hereby consents to and authorizes any admission or substitution of a Manager or any other transaction, including, without limitation, the continuation of the Company business, which has been authorized by the requisite percentage of Members under the provisions of this Agreement and hereby

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ratifies and confirms each amendment of this Agreement necessary or appropriate to give effect to any such transaction.

ARTICLE XV
Transfer of Member Interests

Section 15.1 Right to Assign

     Except by operation of law, or by bequest, no Member shall have the right to assign its Member Interest in the Company, or in the capital, assets or property of the Company, or enter into any agreement as a result of which any Person shall become interested with it in the Company, without the written consent of the Manager, which may be given or withheld in the sole discretion of the Manager.

Section 15.2 Restrictions

     (a) No sale or exchange of the interest of any Person as Member in the Company shall be made if such sale or exchange would violate Section 17.1.

     (b) In no event shall all or any part of a Member’s Interest in the Company be assigned or transferred to a minor or to an incompetent (other than to a member of a Member’s Immediate Family by reason of death).

     (c) The Manager may require as a condition of any assignment of any interest in the Company, that the assignor (i) assume all costs incurred by the Company in connection therewith, and (ii) furnish it with an opinion of counsel satisfactory to counsel to the Company that such sale, transfer, exchange or other disposition complies with applicable Federal and state securities laws.

     (d) Any assignment in contravention of any of the provisions of Section 15.1 or this Section 15.2 shall be void and ineffectual and shall not bind, or be recognized by, the Company.

Section 15.3 Substitute Members

     Any Substitute Member shall, as a condition of receiving any interest in the Company assets, agree to be bound (to the same extent as his assignor was bound) by the provisions of this Agreement.

Section 15.4 Assignees

     An assignee of a Member who does not become a Substitute Member in accordance with Section 15.3 shall, if such assignment is in compliance with the terms of this Agreement, have the right to receive the same share of profits, losses and distributions of the Company to which the assigning Member would have been entitled if no such assignment had been made by such Member.

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     Any Member who shall assign all its interest in the Company shall cease to be a Member of the Company, and shall no longer have any rights or privileges or obligations of a Member except that, unless and until the assignee of such Member is admitted to the Company as a Substitute Member in accordance with Section 15.3, said assigning Member shall retain the statutory rights and be subject to the statutory obligations of an assignor limited partner under the Act as well as the obligation to make the Capital Contributions attributable to the interest in question, if any portion thereof remains unpaid.

     In the event of any assignment of a Member’s interest as a Member, there shall be filed with the Company a duly executed and acknowledged counterpart of the instrument making such assignment; such instrument must evidence the written acceptance of the assignee to all the terms and provisions of this Agreement; and if such an instrument is not so filed, the Company need not recognize any such assignment for any purpose.

     An assignee of a Member’s interest as a Member who does not become a Substitute Member as provided in Section 15.3 and who desires to make a further assignment of its interest shall be subject to the provisions of this Article XV to the same extent and in the same manner as any Member desiring to make an assignment of its interest.

ARTICLE XVI
Termination and liquidation

Section 16.1 Events Causing Termination

     The Company shall be terminated and its affairs wound up on the first to occur of the following:

     (a) the Retirement of a Manager unless the business of the Company is continued as provided in Article XIV; or

     (b) the election to dissolve the Company made in writing by all the Members; or

     (c) the sale or other disposition of all or a substantial part of the assets of the Company; or

     (d) any other act or event causing a dissolution under the Act.

Section 16.2 Distributions Upon Termination

     Unless the business of the Company is continued, upon the termination and dissolution of the Company, the Managers, or if there are none, such other Person required by law to wind up the Company’s affairs, shall proceed with the liquidation of the Company (including cancellation of the Certificate), and the net proceeds of

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such liquidation shall be applied and distributed in accordance with the Capital Account balances of the Members.

Section 16.3 Distributions in Kind

     If it becomes necessary to make a distribution of Company property in kind, due to the economic impracticability of liquidating the assets of the Company, such property shall be transferred and conveyed to the Members and their Assignees so as to vest in each of them as a tenant-in-common an undivided interest in the whole of said property equal to its interest had there been a distribution of net cash proceeds made in accordance with Section 16.2.

Section 16.4 Period for Orderly Liquidation

     A reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to enable the Managers to minimize losses attendant upon a liquidation.

Section 16.5 Records of Liquidation

     Each of the Members shall be furnished with a statement prepared by the Company’s then accountants, which shall set forth the assets and liabilities of the Company as of the date of complete liquidation. Upon the consummation of the transactions contemplated in this Article XVI, the Manager shall execute, acknowledge and cause to be filed a writing to cancel the Certificate of Organization of the Company.

Section 16.6 Liability of Manager

     The Manager shall not be personally liable for any distributions to the Members, or any portion thereof, including a return of invested capital, all such distributions to be made solely from Company assets.

ARTICLE XVII
General

Section 17.1 Restrictions on Transfer

     (a) Notwithstanding any other provision of this Agreement, except as otherwise provided in this Section 17. 1, no sale or exchange of any Member’s interest in the Company may be made if the interest sought to be sold or exchanged, when added to the total of all other interests in the Company sold or exchanged within the period of twelve consecutive months prior to the proposed date of sale or exchange, would result in the termination of the Company under Section 708 of the Code.

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     (b) Any sale, exchange or other transfer in contravention of any of the provisions of this Section 17.1 shall be void and ineffective, and shall not bind or be recognized by the Company.

Section 17.2 Notices

     (a) All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing. All notices, demands and requests to be sent to a Member or to any assignee of the interest of a Member hereunder pursuant hereto shall be deemed to have been properly given or served by depositing the same in the United States mail, addressed to such Member, prepaid, and registered or certified with return receipt requested, at the address set forth in Exhibit A attached hereto and made a part hereof.

     (b) All notices, demands and requests shall be effective upon being deposited in the United States mail. However, the time period in which a response to any such notice, demand or request must be given shall commence to run from the date of receipt on the return receipt of the notice, demand or request by the addressee thereof.

     (c) By giving to the other parties at least thirty (30) days’ written notice thereof, the Members and their respective successors and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses and each shall have the right to specify as its address any other address within the United States of America.

     (d) No transferee of any interest by any Member shall be entitled to receive a notice independent of the notice sent to the Member making such transfer. A notice sent or made to a Member shall be deemed to have been sent and made to all transferees, if any, of such Member.

     (e) All payments to be made pursuant hereto to any Member shall be made at the address set forth herein for such Member. All such payments shall be effective upon receipt.

Section 17.3 Obligations and Rights of Transferees

     Any Person who acquires in any manner whatsoever any interest in the Company, irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of the benefit of the acquisition thereto to have agreed to be subject to and bound by the same obligations under this Agreement that the predecessor in interest of such Person was subject to or bound by. However, no assignee of an interest in the Company shall be entitled to be admitted as a Member unless and until it has

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accepted and adopted in writing the terms and provisions of this Agreement to the same extent and on the same terms as the present Members.

Section 17.4 Governing Law

     This Agreement and the rights and obligations of the Members hereunder shall be governed by and construed in accordance with the Act, as amended, and other applicable laws of the State.

Section 17.5 Entire Agreement and Amendments

     This Agreement contains the entire agreement between the parties hereto relative to the formation and operations of the Company and, except as otherwise specifically provided herein, may be modified or amended only by a written document consented to by all Members.

Section 17.6 Separability of Provisions; Rights and Remedies; Arbitration

     (a) Each provision of this Agreement shall be considered separable and (i) if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of this Agreement which are valid, or (ii) if for any reason any provision or provisions herein would cause the Members to be bound by the obligations of the Company under the laws of the State as the same may now or hereafter exist, such provision or provisions shall be deemed void and of no effect.

     (b) Each of the parties hereto irrevocably waives during the term of the Company any right that such party may have to maintain any action for partition with respect to the property of the Company.

     (c) The rights and remedies of any of the parties hereunder shall not be mutually exclusive, and the exercise of one or more of the provisions hereof shall not preclude the exercise of any other provisions hereof. Each of the parties confirms that damages at law may be an inadequate remedy for breach or threat of breach of any provisions hereof. The respective rights and obligations hereunder shall be enforceable by specific performance, injunction, or other equitable remedy, but nothing herein contained is intended to limit or affect any rights at law or by statute or otherwise of any party aggrieved as against the other parties for a breach or threat of breach of any provisions hereof, it being the intention by this paragraph to make clear that under this Agreement the respective rights and obligations of the Members shall be enforceable in equity as well as at law or otherwise.

     (d) In any instance in which any matter is to be determined by Arbitration under the provisions of this Agreement, such matter shall be

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submitted to arbitration in the manner provided under the Commercial Arbitration Rules of the American Arbitration Association then in effect; such arbitration shall be conducted before one arbitrator, chosen in accordance with such rules in Augusta, Maine, and shall be binding on all parties to the dispute; judgment on the award of such arbitrator may be rendered by any court having jurisdiction of such parties and the subject matter. Insofar as any action is required to be taken by the Members in respect of any such arbitration, such action may be taken by the vote or written consent of at least 51% in interest of the Members.

Section 17.7 Benefits and Obligations

     Subject to the provisions of Articles XIV and XV hereof, this Agreement shall be binding upon and inure to the benefit of the undersigned Members and their respect heirs, executors, legal representatives, successors and assigns. Any Person succeeding to the interest of a Member shall succeed to all of such Member’s rights, interests and obligations hereunder subject to and with the benefit of all terms and conditions of this Agreement.

Section 17.8 Word Meanings

     The words such as “herein,” “hereinafter,” “hereof and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires. The singular shall include the plural and the masculine gender shall include the feminine and neuter, and vice versa unless the context otherwise requires. Any references to “Sections” or “Articles” are to Sections or Articles of this Agreement, unless reference is expressly made to a different document. References herein to a specified percentage “in interest” of the Members shall mean Members whose Percentage Interests in the Company equal such percentage of the aggregate Percentage Interests of all Members in the Company.

Section 17.9 Counterparts

     The Agreement may be executed in several counterparts and all so executed shall constitute one agreement binding on all parties hereto, notwithstanding that all the parties have not signed the original or the same counterpart, except that no counterpart shall be binding unless signed by the Managers.

ARTICLE XVIII
Definitions

     Unless the context specifically requires otherwise, capitalized terms used in this Agreement and not otherwise defined shall have the meanings specified below:

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     “Act” means the Maine Limited Liability Companies Act as adopted by the State of Maine, Title 31, Chapter 13 et seq., as amended from time to time.

     “Affiliate” (whether capitalized or not) means any (i) Member, (ii) member of the Immediate Family of any Member, (iii) legal representative of any Person referred to in the preceding clauses (i) or (ii), (iv) trustee of a trust for the benefit of any Person referred to in the preceding clauses (i) or (ii), (v) Entity of which a majority of the voting interest is owned by any one or more of the Persons referred to in the preceding clauses (i) through (iv), (vi) Person who owns common stock of any corporate Member, or (vii) Person who is an officer, director, trustee, employee, stockholder or partner of any Entity or Person referred to in the preceding clauses (v) and (vi). The term “Affiliated with” shall mean related to in one or more of the foregoing ways.

     “Agreement” means this Operating Agreement, as the same may be amended from time to time.

     “Approved by the Members” means approved or consented to in writing by 70% in interest of the Members and “Approval of the Members” means a writing evidencing such approval or consent. When applied to such a particular class of Member, such terms shall mean approved by 70% in interest of such class. In any instance under this Agreement in which the consent or approval of a Member to any proposed action is required, such consent or approval shall be deemed to have been given unless written objection to such proposed action, stating with particularity grounds therefor, is sent by such objecting Member to the other Members within thirty (30) days after receipt of a written request for such consent or approval.

     “Arbitration” shall have the meaning set forth in Section 17.6(d).

     “Assignee” means the recipient of an Assignment of a Company Interest.

     “Assignor” means the assignor of a Company Interest.

     “Assignment” means, with respect to a Company Interest or part thereof, any offer, sale, assignment, transfer, hypothecation, pledge, gift or any other disposition, whether voluntary or by operation of law.

     “Auditors” means a firm of independent certified public accountants selected by the Manager to perform certain services on behalf of the Company.

     “Capital Account” means the capital account established for each Member under Section 5.7.

     “Capital Contribution” means the amount of cash and the agreed value of property contributed to the Company by a Member.

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     “Capital Transaction” means any transaction the proceeds of which are not includable in determining Cash Flow, including, without implied limitation, the sale, refinancing or other disposition of all or substantially all of the assets of the Company, but excluding loans to the Company (other than a refinancing of the Mortgage Loan) and contributions of capital to the Company by the Members.

     “Cash Flow” shall have the meaning set forth in Article XI.

     “Certificate” means the Articles of Organization, as filed with the Secretary of State of the State of Maine as of the date first written above, as amended from time to time hereafter in accordance with the terms hereof and the Act.

     “Code” means the Internal Revenue Code of 1986, as amended, or corresponding provisions of subsequent laws.

     “Company” means the limited liability company formed in accordance with the Certificate and this Agreement, as said limited liability company may from time to time be constituted.

     “Company Interest” or “Interest” means the interest of each of the Members in and to the capital, Profits and Losses, Cash Flow and Sale-Refinancing Proceeds of the Company.

     “Designated Prime Rate” means the annual rate of interest which is at all times equal to the lesser of (i) the Prime Rate plus 2%, calculations of interest to be made on a daily basis and on the basis of a 360 day year and (ii) the maximum rate permitted by law; the term “Prime Rate” in this sentence means the rate as periodically published in The Wall Street Journal.

     “Entity” means any general partnership, limited partnership, corporation, limited liability company, limited liability partnership, joint venture, trust, business trust, association or other business entity.

     “Event of Bankruptcy” or “Bankruptcy” as the context may require, means as to a specified Person:

     (a) the entry of a decree or order for relief by a court having jurisdiction in the premises in respect of such Person in an involuntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of his or its property, or ordering the winding-up or liquidation of his or its affairs and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or

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     (b) the commencement by such Person of a voluntary case under the federal bankruptcy laws, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy, insolvency or other similar law, or the consent by him or it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or similar official) of such Person or for any substantial part of his property, or the making by him or it of any assignment for the benefit of creditors, or the failure of such Person generally to pay his or its debts as such debts become due, or the taking off of action by such Person in furtherance of any of the foregoing.

     “Immediate Family” means with respect to any person, his spouse, parents, parents-in-law, descendants, nephews, nieces, brothers, sisters, brothers-in-law, sisters-in-law, children-in-law anti grandchildren-in-law.

     “Manager” or “Managers” means any or all of the Persons designated as Managers in this Agreement or any Person who becomes a Manager as provided in this Agreement, in each such person’s capacity as such, and if there is only one Manager at any time, such term shall refer to the sole Manager alone.

     “Member” or “Members” means any Person designated herein as a Member (including, without limitation, any Manager in its capacity as a Member) or any Person admitted to the Company as a Substitute Member in such Person’s capacity as a Member of the Company.

     “Member Interest” means the interest in the Company held by each Member in its capacity as a Member.

     “Operating Loan” means a loan by a Member to the Company pursuant to Article VII and shall be evidenced by an “Operating Note.”

     “Percentage Interest” means the interest of a Member in the Profits and Losses of the Company set forth in Exhibit A as the same may be adjusted from time to time in accordance with the provisions of this Agreement.

     “Person” means any individual or Entity and the heirs, executors, administrators, successors and assigns of such Person where the context so admits.

     “Profits and Losses” means the net profits and losses of the Company as determined for purposes of Section 704(b) of Code.

     “Property” means the real and personal property owned by the Company and by each other partnership in which the Company is a partner.

     “Residual Interest” means the Residual Interest of each Member set forth opposite its name in Exhibit A hereto, subject to adjustment in accordance with the provisions of this Agreement.

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     “Retirement” (including the verb form Retire and the adjective form Retired) means as to a Manager, and shall be deemed to have occurred automatically upon, the occurrence of death, adjudication of insanity or incompetence, resignation, expulsion, Bankruptcy, dissolution or voluntary or involuntary withdrawal from the Company for any reason. Involuntary withdrawal shall occur whenever a Manager may no longer continue as a Manager by law, and shall also be deemed to have occurred when a Manager, by reason of illness or other mental or physical disability, shall have been unable to perform his obligations hereunder for a period of twelve months. A voluntary withdrawal of a Manager shall be deemed to have occurred thirty days after such Manager shall be given written notice to all Members of his intention to so withdraw; notwithstanding the foregoing, in no event shall any Manager have any right to withdraw voluntarily as such except as expressly permitted by this Agreement; in addition, a voluntary withdrawal shall also be deemed to have occurred upon the occurrence of any act constituting the withdrawal of a Manager as a matter of law (other than an involuntary withdrawal as described above).

     “Sale-Refinancing Proceeds” means the net cash proceeds distributable under Article XII hereof.

     “State” means the State of Maine.

     “Successor Manager” means the Assignee of a Manager Interest who is admitted to the Company as a Manager.

     “Substitute Member” means the Assignee of a Member Interest who is admitted to the Company as a Member.

     IN WITNESS WHEREOF, the parties hereto have executed this Operating Agreement of Maine Residential Nominee Services, LLC under seal as of the day, month and year first above written.

MEMBER: INVESTMENT PROPERTY EXCHANGE SERVICES, INC.
By:	/s/ Radah Butler
	Radah Butler
	President

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MANAGER: NATIONAL RESIDENTIAL NOMINEE SERVICES INC.
By:	/s/ Todd C. Johnson
	Todd C. Johnson
	Senior Vice President and Secretary

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EXHIBIT A

MEMBER AS OF THE DATE OF THIS AGREEMENT

of

Maine Residential Nominee Services, LLC

				Percentage
				Interest &
		Capital		Residual
Name	Address	Contribution		Interest
Investment Property Exchange Services, Inc.	50 California Street	$	1,000.00		100	%
	Suite 3550
	San Francisco, CA 94111

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EX-3.79

Exhibit 3.79

(STAMP)

MASSACHUSETTS RESIDENTIAL NOMINEE SERVICES, LLC
Mass. ID number 000818148

CERTIFICATE OF AMENDMENT

Federal employer identification no: 33-1007581

1.	The name of the limited liability company is Massachusetts Residential Nominee Services, LLC.
2.	The date the original Certificate of Organization was filed is May 24, 2002.
3.	Name and business address, if different from its office address, of each manager:

Name	Business Address
National Residential Nominee Services Inc.	300 Montgomery Street, Suite 650
	San Francisco, CA 94104

The manager is a Delaware corporation, and is authorized to do business in Massachusetts.

4. Name and business address, if different from its office address, of each person authorized to execute documents to be filed with the Division:

Name	Business Address
National Residential Nominee Services Inc.	300 Montgomery Street, Suite 650
	San Francisco, CA 94104

5. Name and business address, if different from its office address, of each person authorized to execute, acknowledge, deliver and record any recordable instrument purporting to affect an interest in real property whether to be filed with the Registry of Deeds or a district office of the Land Court, if any:

Name	Business Address
National Residential Nominee Services Inc.	300 Montgomery Street, Suite 650
	San Francisco, CA 94104

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6.	Amendments to the Certificate of Organization are as follows:
	The initial managers named in the Certificate of Organization have changed to National Residential Nominee Services Inc. at the above business address. The person authorized to execute documents filed with the Division, and to execute, acknowledge, deliver and record any recordable instrument, is the manager named above.

Dated: June 20, 2002	Massachusetts Residential Nominee Services, LLC
	By:	/s/ Eileen W. Van Roeyen
		Eileen W. Van Roeyen, Authorized Person

2

(STAMP)

MASSACHUSETTS RESIDENTIAL NOMINEE SERVICES, LLC

CERTIFICATE OF ORGANIZATION

Federal employer identification no: Applied for

     Pursuant to the provisions of Section 12 of the Massachusetts Limited Liability Company Act, M.G.L. c. 156C, (the “Act”) the undersigned, desiring to organize a Massachusetts limited liability company, submits the following Certificate of Organization for Massachusetts Residential Nominee Services, LLC (the “Company”):

     1. Name of the Limited Liability Company. The name of the limited liability company formed hereby is Massachusetts Residential Nominee Services, LLC.

     2. Office of the Limited Liability Company. The address of the office of the Company in the Commonwealth of Massachusetts as required to be maintained by Section 5 of the Act is, 100 Medway Road, Suite 401, Milford, MA 01757.

     3. Business of the Limited Liability Company. The general character of the business the Company proposes to do in the Commonwealth of Massachusetts is to take, hold and transfer title to residential real estate. The Company may conduct or engage in all such other operations, activities and businesses as may be in any way incidental to or connected with the foregoing.

     4. Date of Dissolution. The Company shall have no specific date of dissolution.

     5. Agent for Service of Process. The name and business address of the registered agent for service of process for the Company required to be maintained by Section 5 of the Act is, CT Corporation System, 101 Federal Street, Boston, Massachusetts 02110.

     6. Managers. At the time of formation of the Company, the name and business address of each of the initial managers are:

Radah Butler	300 Montgomery Street, Suite 650, San Francisco, CA 94104
Francene DePrez	808 Travis Street, Suite 1518, Houston, TX 77002

     7. Execution of Documents (Secretary of the Commonwealth). Those persons designated from time to time pursuant to the Operating Agreement are authorized to execute documents to be filed with the Secretary of the Commonwealth. Initially, the managers named above are so authorized.

     8. Execution of Recordable Instruments. Those persons designated from time to time pursuant to the Operating Agreement are authorized to execute, acknowledge, deliver, and record any recordable instruments. Initially, the persons authorized to execute, acknowledge, deliver,

1

and record any recordable instrument purporting to affect an interest in real property shall be the managers named above.

     IN WITNESS WHEREOF, the undersigned hereby affirms under the penalties of perjury that the facts stated herein are true, as of May 22, 2002.

/s/ Eileen W. Van Roeyen  

Eileen W. Van Roeyen, Authorized Person 

2

EX-3.80

Exhibit 3.80

EXHIBIT A

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

MASSACHUSETTS RESIDENTIAL NOMINEE SERVICES, LLC

A MANAGER MANAGED

MASSACHUSETTS LIMITED LIABILITY COMPANY

Dated as of February 15, 2007

E.I.N. 33-1007581

     This Amended and Restated Operating Agreement is dated as of February 15, 2007, by and between National Residential Nominee Services Inc., a Delaware corporation, with a principal place of business located at 601 Riverside Avenue, Jacksonville, FL 32204 (the “Manager”), as the sole Manager; and Investment Property Exchange Services, Inc., a California corporation, with a principal place of business located at 50 California Street, Suite 3550, San Francisco, CA 94111 (“IPEX”), as the member (the “Member”).

     The parties hereto, being duly sworn, certify and agree as follows:

ARTICLE I

Formation and Name

     This limited liability company (the “Company”) was formed pursuant to the provisions of the Act. The business and affairs of the Company shall be conducted under the name “Massachusetts Residential Nominee Services, LLC” or such other name or names as may be designated by the Manager.

ARTICLE II
Principal Place of Business, Agent for Service of Process

     The principal place of business of the Company shall be 601 Riverside Avenue Jacksonville, FL 32204. The principal place of business and other places of business may be designated by the Manager. The records required to be maintained pursuant to the Act shall be initially maintained at the principal office of the Company, and the initial resident agent of the Company in the State of Massachusetts for service of process shall be CT Corporation System, 101 Federal Street, Boston, MA 02110.

ARTICLE III
Purposes

Section 3.1

     The purposes of the Company are to take, hold and transfer title to residential real estate, and to engage in such lawful business or activities which may be necessary or incidental to the foregoing; and in general to carry on any business activity permitted and to exercise all the powers and rights granted a limited liability company organized under the Act.

Section 3.2 Powers

     In furtherance of the above purposes, the Company shall have the following powers:

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     A. to acquire property, real or personal, in fee or under lease, or any rights therein or appurtenant thereto, necessary or convenient for the business and operations of the Company;

     B. to enter into, perform and carry out contracts of any kind, including contracts with Affiliates, necessary to, in connection with, or incidental to, the accomplishment of the purposes of the Company;

     C. to borrow money and to issue evidence of indebtedness and to secure the same by mortgage, pledge or other lien on any assets of the Company, in furtherance of any and all of the purposes of the Company;

     D. to repay in whole or in part, refinance, recast, increase, modify or extend any mortgages affecting the Company’s property, and in connection therewith to execute any extensions, renewals, modifications of any such mortgages;

     E. to guaranty obligations of Affiliates upon terms and conditions determined by the Manager;

     F. to invest and reinvest the assets of the Company in, and to purchase or otherwise acquire, hold, sell, transfer, exchange or otherwise dispose of securities of all types and descriptions and any other interests in business ventures; and

     G. to carry on any other activities necessary to, or in connection with, or incidental to, the accomplishment of the purposes of the Company, so long as such activities may be lawfully carried on or performed by a limited liability company under the Act and other applicable laws of the State.

     Except as expressly provided herein, no Member shall have any authority to act for, or assume any obligations or responsibility on behalf of, any other Member or the Company.

ARTICLE IV
Term

     The Company shall commence on the date of the filing of the Articles of Organization with the Office of the Secretary of State of the State of Massachusetts and shall continue thereafter until terminated by operation of law or in accordance with the provisions of this Agreement.

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ARTICLE V
Capital Contributions

Section 5.1 Original Capital Contributions

     Prior to or contemporaneously with the execution of this Agreement, the Members have contributed to the capital of the Company the aggregate amount of cash and other property set forth in Exhibit A attached hereto and made a part hereof.

Section 5.2 Additional Contributions

     Capital Contributions in addition to those referred to in Section 5.1 above may be made from time to time when, as and if it is determined by the Members that additional Capital Contributions are necessary or desirable to accomplish the purposes of the Company.

Section 5.3 Interest on Capital Contributions

     No interest shall be paid upon Capital Contributions.

Section 5.4 Withdrawal of Capital

     No Member shall have the right to withdraw any capital contributed to the Company except as specifically provided herein.

Section 5.5 Liability of Members

     Notwithstanding anything to the contrary elsewhere contained herein, and except as otherwise specifically provided herein or in the Act, no Member shall be liable for Company obligations in an amount in excess of its aggregate Capital Contributions to the Company, including any additional Capital Contributions if and to the extent the same become due and payable under Section 5.2.

Section 5.6 Property Other Than Cash

     No Member shall have the right to demand or receive property other than cash in return for its Capital Contribution, and except as its interest may appear in the accounts of the Company, no Member shall have priority over any other Member, either as to contributions of capital or as to compensation by way of income.

Section 5.7 Capital Accounts

     An individual Capital Account shall be established and maintained for each Member, including any additional or substituted Member who shall hereafter receive an interest in the Company. The original Capital Account established for

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each such substituted Member shall be in the same amount as, and shall replace, the Capital Account of the Member which such substituted Member succeeds, and, for the purposes of this Agreement, such substituted Member shall be deemed to have made the Capital Contribution, to the extent actually paid in, of the Member which such substituted Member succeeds. The Capital Account of each Member shall be (i) credited with (a) the amount of cash such Member has contributed to the Company plus (b) the fair market value of any property such Member has contributed to the Company net of any liabilities assumed by the Company or to which such property is subject plus (c) the amount of profits or gain of the Company allocated to such Member, and (ii) charged with (a) the amount of losses and deductions of the Company allocated to such Member, (b) the amount of all cash distributed by the Company to such Member, (c) the fair market value of any property distributed by the Company to such Member net of any liabilities assumed by the Company or to which such property is subject and (d) such Member’s share of any other expenditures of the Company which are not deductible by the Company for Federal income tax purposes or which are not allowable as additions to the basis of the Company property and shall be (iii) subject to other adjustments as may be required under the Code. The term “substituted Member,” as used in this paragraph, shall mean a Person who shall become entitled to receive a share of the profits, losses and distributions of the Company by reason of such Person succeeding to the interest in the Company of a Member by assignment of all or any part of a Member’s interest in the Company. To the extent a substituted Member receives less than 100% of the interest in the Company of a Member it succeeds, the original Capital Account of such substituted Member and its Capital Contribution shall be in proportion to the interest it receives and the Capital Account of the Member who retains a partial interest in the Company and its Capital Contribution shall continue, and not be replaced, in proportion to the interest it retains. Any special basis adjustments resulting from an election by the Company pursuant to Section 754 of the Code shall not be taken into account for any purpose in establishing and maintaining Capital Accounts for the Members pursuant to this Section 4.3. Nothing in this section shall affect the limitation on the transferability of Company interests set forth in Article VII, Article VIII or Section 13.1 of this Agreement.

ARTICLE VI
Additional Members

     The Manager is authorized to admit additional Members to the Company, at such times, and upon such terms and conditions, as it may determine.

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ARTICLE VII
Loans

Section 7.1 Company Borrowings

     If, at any time or from time to time, the Manager determines that additional funds are required to carry on the business of the Company in the manner contemplated hereunder, the Company may, in lieu of or in addition to obtaining funds from any other source, borrow such funds upon terms and conditions it may determine.

Section 7.2 Operating Loans

     In lieu of or in addition to making additional Capital Contributions pursuant to Section 5.2 hereof, or borrowing funds pursuant to Section 7.1 hereof, each Member may advance or cause to be advanced to the Company funds. Such advances (herein called “Operating Loans”) shall be deemed to be loans rather than Capital Contributions and shall bear interest at a rate determined by the Manager. Operating Loans shall be evidenced by promissory notes of the Company (“Operating Notes”) and shall be repaid in the manner and at the times specified in Sections 11.2 and 12.1. If the Members so determine, and subject to the approval, if required, of any lenders or governmental authorities having jurisdiction over any Property, such notes may be secured by a lien on all real or personal property owned by the Company or on the beneficial interest therein (or so much thereof as is then owned by the Company), evidenced by a security instrument (which may be, among other types, a mortgage or collateral assignment of beneficial interest) in appropriate form with respect to the law of the jurisdiction in which such property is located, subject to liens, if any, of mortgages granted by the Company or to which such property was subject when acquired by the Company, and to any other lien theretofore granted by the Company. Such security instrument shall also contain provisions requiring its subordination by its holder, to the extent of the cost of improvements reasonably necessary to accomplish the purposes set forth in Article III hereof, to any lien thereafter granted by the Company or its successors in title to a recognized bank, savings and loan association or other lending institution.

Section 7.3 Benefit

     The undertakings of the Members in Section 5.2 and this Article VII are made for the benefit of the Members and the Company and shall not inure to the benefit of any creditor of the Company other than a Member.

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ARTICLE VIII
Rights, Duties and Powers

Section 8.1 Rights and Responsibilities of Manager

     The Manager shall be solely responsible for the management of the Company business with all rights and powers generally conferred by law or necessary, advisable or consistent in connection therewith. All decisions with respect to the management and control of the Company which are made by the Manager as aforesaid shall be binding on the Company and all Members.

Section 8.2 Duties and Powers of Manager

     The Manager has full and sole authority to cause the Company to exercise the powers conferred on the Company in Article III. The Manager shall use reasonable efforts to carry out the purposes, business and objectives of the Company referred to in Article III, and shall devote to the Company business such time and effort as shall be reasonably required for the proper conduct of the business of the Company. Anything in this Agreement to the contrary notwithstanding, all Persons dealing with the Company may rely upon the authority of the Manager to execute, for and in behalf of the Company, any contract or other document pertaining to the business of the Company and every contract deed, mortgage, lease and other instrument executed by the Manager shall be conclusive evidence in favor of every Person relying thereon or claiming thereunder that at the time of the delivery thereof the execution and delivery of such instruments were duly authorized by the Manager in accordance with Section 8.1 of this Agreement. No Member (except a Member who is also a Manager and then only in its capacity as a Manager) shall be entitled to bind the Company. The Manager is authorized and empowered to designate and appoint any officers, agents and/or attorneys-in-fact to act for any one or more purposes for and in behalf of the Company, and any Person dealing with the Company may rely upon the efficacy of any such designation, appointment or power of attorney authorizing any such officer, agent or attorney-in-fact to act for and in behalf of the Company to the same extent as if the action so authorized had been taken by the Manager of the Company for and in behalf of the Company. Every contract, deed, mortgage, lease and other instrument executed by the Manager or by any such officer, agent and/or attorney-in-fact so designated by the Manager shall be conclusive evidence in favor of every Person relying thereon or claiming thereunder that at the time of delivery thereof (i) the Company was in existence, (ii) the Manager or such officer, agent or attorney-in-fact was duly authorized to execute such instrument and (iii) this Agreement had not been terminated, canceled or amended in any manner so as to restrict such authority.

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Section 8.3 Prohibited Acts and Limitations

     Nothing contained in this Article VIII shall be construed as giving the Manager the power or right to possess Company property for other than a Company purpose nor to do any act prohibited by the terms of any statutes, ordinances, regulations or agreements applicable to the Company. All powers and rights of the Manager shall always be subject to the foregoing so long as the same continue in force and to be applicable to this Company as aforesaid.

Section 8.4 Compensation of Manager

     The Manager shall be entitled to such salary and other compensation for its services to the Company as may be Approved by the Members from time to time. Such salaries or other compensation, if any, shall be deducted as an expense of the Company in determining the Cash Flow of the Company to be distributed pursuant to Section 11.2 hereof.

Section 8.5 Indemnity of Manager

     The Manager shall be entitled to indemnity from the Company for any liability arising out of any act performed by it within the scope conferred upon it by this Agreement, provided that the Manager acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and its Members. Any indemnity under this Section 8.5 shall be provided out of and to the extent of Company assets only, and no Member shall have any personal liability on account thereof.

Section 8.6 Activities of Members

     The Members (except a Member who is also a Manager and then only in its capacity as a Manager) shall take no part in, nor interfere in any manner with, the conduct or control of the Company business, and shall have no right or authority to act for or bind the Company.

ARTICLE IX
Independent Ventures — Self-Dealing Provisions

Section 9.1 Competition

     Any of the Members, including any Manager, may engage in or possess an interest in other business ventures of any and every nature and description. Neither the Company nor the other Members shall have any right by virtue of this Agreement in and to such independent ventures or to the income, gain or profits derived therefrom.

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Section 9.2 Self-Dealing

     The fact that a Member, including any Manager, or its stockholders, officers, or directors as the case may be, is employed by, or is directly or indirectly interested in or connected with, any person, firm, or corporation employed by the Company to render or perform a service, or to whom or which the Company shall convey any property or lease any space, or from whom or which the Company shall acquire any property or lease any space, shall not prohibit the Manager from contracting with or otherwise dealing with him or it. Neither the Company nor any of the other Members, as such, shall have any rights by virtue of this Agreement in or to any income or profits derived therefrom.

ARTICLE X
Profits and Losses

Section 10.1 Basic Ratio

     Except as provided in Section 10.3, the Profits and Losses of the Company shall be allocated among the Members in proportion to their Percentage Interests, as set forth in Exhibit A attached hereto and made a part hereof.

     The term “Profits and Losses” as used in this Agreement shall mean income and losses, and each item of income, gain, loss, deduction or credit entering into the computation thereof, as determined in accordance with the accounting methods followed by the Company and computed in a manner consistent with Treasury Regulation Section 1.704-1(b)(2)(iv). Profits and losses for Federal income tax purposes shall be allocated in the same manner as Profits and Losses for purposes of this Article X, except as provided in Section 10.3(B).

Section 10.2 Individual Items

     Except as otherwise specifically provided herein, whenever a proportionate part of the Company’s Profits or Losses is credited or charged to a Member’s capital account, each item of income, gain, loss, deduction or credit entering into the computation of such Profits or Losses, or applicable to the period during which such Profits or Losses were realized, shall be considered credited or charged, as the case may be, to such account in the same proportion.

Section 10.3 Special Tax Provisions

     A. Section 704 of the Code and the Regulations issued thereunder, including but not limited to the provisions of such regulations addressing qualified income offset provisions, minimum gain chargeback requirements, partner nonrecourse debt minimum gain chargeback provisions and allocations of deductions attributable to nonrecourse debt and partner nonrecourse debt, are hereby incorporated by reference into this Agreement.

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     B. Income, gain, loss and deduction with respect to Company property which has a variation between its basis computed in accordance with Treasury Regulation Section 1.704-(b) and its basis computed for Federal income tax purposes shall be shared among Members so as to take account of the variation in a manner consistent with the principles of Section 704(c) of the Code and Treasury Regulation Section 1.704-3.

ARTICLE XI
Cash Flow of the Company

Section 11.1 Cash Flow

     The term “Cash Flow” of the Company for a particular fiscal year shall include all Profits from the operation of the Company for such fiscal year except Profits for such fiscal year arising from the sale or other disposition of all or a substantial part of the assets of the Company, and shall be determined by adjusting such Profits as follows:

     (a) Items described in Section 705(a)(1)(B) of the Code shall be included in Cash Flow. Items described in Section 705(a)(2)(B) of the Code shall be considered a deduction in calculating Cash Flow;

     (b) Depreciation of buildings, improvements and personal property shall not be considered as a deduction;

     (c) Amortization of financing fees, organizational expenses or similar items (for federal income tax purposes) shall not be considered as a deduction;

     (d) Principal payments on all mortgage loans, conditional sales contracts and other secured obligations (other than Operating Loans) shall be considered a deduction;

     (e) If the Manager so determines, a reasonable reserve shall be deducted to provide for replacements, improvements, capital improvements or any other contingency of the Company;

     (f) Any amounts paid by the Company for capital expenditures or replacements (and not withdrawn from a reserve fund established for such purpose) shall be considered as a deduction;

     (g) Amounts required to maintain reasonable working capital shall be considered a deduction;

     (h) Capital Contributions to the Company, the proceeds of any mortgage refinancing, the proceeds of any sale, exchange, eminent domain

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taking, damage or destruction by fire or other casualty, whether insured or uninsured, or other disposition of all or a substantial part of the assets of the Company (or of the assets of any partnership, joint venture or other comparable entity of which the Company is a member or of the interest of the Company in any such entity) shall not be included in Cash Flow of the Company and payments made from such sources of funds shall be excluded in determining Cash Flow of the Company; and

     (i) Any other receipts from the operations of the Company not properly includable in Profits and Losses of the Company and any amounts released from reserve accounts and available for distribution shall be included in Cash Flow of the Company.

Section 11.2 Cash Flow Distributions

     The Cash Flow of the Company shall be determined for each fiscal year. The Manager shall make periodic (and in no event less frequent than annual) distributions to the Members of the Cash Flow of the Company in the manner and amounts hereinafter provided:

     First, to repay principal and interest on outstanding Operating Loans; and

     Second, to the Members in accordance with their respective Percentage Interests in the Company.

Section 11.3 Allocations and Distributions

     (a) In the event that there are at any time more than one class of Members, Profits and Losses of the Company allocated to and distributions made to the Members in each class shall be allocated to each of them in the ratio which the Percentage Interest of such Member bears to the aggregate Percentage Interests of all of the Members in such class.

     (b) All Profits, Losses and distributions to the Members shall be credited or charged, as the case may be, to their Capital Accounts as of the date at which Profits and Losses are determined.

     (c) Except as may be otherwise expressly provided to the contrary in this Agreement, the Members’ Capital Accounts shall be maintained, both for book purposes and for federal income tax purposes in the manner provided in Treasury Regulations 1.704-I (b) (the “Regulations”) and profits and losses and items thereof for book purposes, and all items of income, deduction, gain, loss or credit for Federal income tax purposes shall be allocated among the Members in a manner consistent with the Regulations, so that the allocations

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provided in this Agreement may, to the extent possible, have “substantial economic effect” within the meaning of the Regulations.

ARTICLE XII

Section 12.1 Other Distributions and Payments

     All cash available from the cash proceeds resulting from the refinancing of any mortgage on, or the sale, exchange, condemnation (or similar eminent domain taking), casualty or other disposition of all or a substantial part of the assets of the Company, or from the liquidation of the assets of the Company following a dissolution of the Company, and, subject to the provisions of Article XIII, all cash other than cash distributed pursuant to Section 11.2 hereof which is determined by the Manager to be available for distribution, shall be distributed and applied in the following priority:

     First, to the payment of all debts and liabilities of the Company then due (or required by any lender or creditor to be repaid on account of the event referred to in this Article XII which makes such cash available) other than loans by a Member to the Company;

     Second, to fund reserves for contingent liabilities to the extent deemed reasonable by the Manager, provided, that at the expiration of such period of time as the Manager shall deem advisable, the balance of such reserves remaining after payment of such contingencies shall be distributed in the manner hereinafter set forth in this Article XII;

     Third, to the payment of principal and interest on outstanding Operating Loans;

     Fourth, the balance of any remaining cash proceeds shall be distributed to the Members in accordance with their respective Percentage Interests in the Company.

ARTICLE XIII
Accounting

Section 13.1 Books and Reporting

     (a) The Manager shall keep or cause to be kept a complete and accurate set of books and supporting documentation of transactions with respect to the conduct of the Company’s business. The books of the Company shall be kept on such basis as may be determined by the Manager and shall at all times be maintained at the principal office of the Company or at such

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other location as the Manager may determine. Each of the Members and their duly authorized representatives shall have the right to examine the books of the Company and all other records and information concerning the operation of the Property at reasonable times.

     (b) The Manager shall determine and prepare or cause to be prepared a balance sheet, statement of profit and loss, statement of receipts and disbursements including its best estimate of Cash Flow available for distribution to the Members, statement of surplus (or deficit) cash, statement of loans payable and any other statements it deems necessary to comply with the requirements of this Agreement. Said balance sheet and statement of profit and loss shall be prepared in accordance with generally accepted accounting principles applied consistently with prior periods. As a note to the statement of loans payable, there shall be included a schedule of all loans to the Company from Affiliates or any other party, setting forth the section of this Agreement under which such debt was incurred, and the purpose for which such loan was applied by the Company. Such schedule shall demonstrate that loans have been made, used, carried on the books of the Company (and repaid, if applicable) in accordance with the provisions of this Agreement. The Manager shall promptly upon preparation or receipt of such balance sheet and statements and in any event within 105 days after the end of each fiscal year, transmit to all Members a copy thereof. The Manager shall cause the Auditors to prepare the federal and state income tax returns of the Company and the Manager shall use reasonable efforts to cause such Auditors to prepare such tax returns within 105 days after the end of such fiscal year. The Manager shall cause such tax returns to be filed on a timely basis and shall promptly after the filing thereof transmit to all the Members a copy of such tax returns.

Such reports and estimates shall clearly indicate the methods under which they were prepared, and shall be made at the expense of the Company.

Section 13.2 Bank Accounts

     The bank accounts of the Company shall be maintained in such banking institutions as the Manager shall determine, and withdrawals shall be made only in the regular course of Company business on such signature or signatures as the Manager shall determine.

Section 13.3 Special Basis Adjustments

     In the event of a transfer of all or any part of the interest of any Member (including a transfer by reason of death), the Company shall elect pursuant to Sections 734, 743 and 754 of the Code (or corresponding provisions of succeeding law) and pursuant to similar provisions of applicable state or local income tax laws,

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to adjust the basis of the assets of the Company. Notwithstanding anything to the contrary contained in this Agreement, any such adjustments shall affect only the successor in interest to the transferring Member. Each Member will furnish the Company with all information necessary to give effect to such election.

Section 13.4 Fiscal Year

     The fiscal year of the Company shall be the calendar year.

ARTICLE XIV
Withdrawal of Manager; New Managers

Section 14.1 Voluntary Withdrawal

     Except as provided in the Act, no Manager shall have the right to withdraw or retire voluntarily from the Company or sell, assign or encumber its partnership interest without the consent of all Members.

Section 14.2 Election to Continue

     In the event of the Retirement of any Manager, the remaining Managers, if any, and any successor Manager, and those Members representing not less than 51% in interest of all Members, may elect to continue the business of the Company employing its assets and name, all as contemplated by the Act. Within ten (10) days after the occurrence of such Retirement, the remaining Managers, if any, shall notify the Members thereof.

Section 14.3 Successor Manager

     (a) Upon the occurrence of any Retirement referred to in Section 14.2, the remaining Managers, if any, may designate a Person to become a successor Manager to the Manager as to whom such event shall have occurred. Any Person so designated, subject to the Approval of the Members, shall become a successor Manager upon its written agreement to be bound by the provisions of this Agreement.

     (b) If any Retirement referred to in Section 14.2 shall occur at a time when there is no remaining Manager and no successor becomes a successor Manager pursuant to the preceding provisions of this Section 14.3, then 51 % or more in interest of the Members shall have the right, to designate a Person to become a successor Manager upon its written agreement to be bound by the provisions of the Agreement.

     (c) If the Members elect to reconstitute the Company pursuant to this Section 14.3 and admit a successor Manager pursuant to this Section 14.3,

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the relationship of the parties in the reconstituted Company shall be governed by this Agreement.

Section 14.4 Interest of Predecessor Manager

     No assignee or transferee of all or any part of the interest as a Manager of a Manager shall have the right to become a Manager and any such assignee or transferee shall have only such rights as are afforded to such Person as a matter of law; without limiting the generality of the foregoing no such assignee or transferee shall have any rights to vote or consent with respect to any transactions involving the Company; provided, however, that in the event of the withdrawal of a Manager under circumstances not constituting any violation of the terms or provisions of this Agreement, such Manager or its legal representatives, estate or distributees shall have the right to become a Member, with all the rights of a Member hereunder, in which case this Agreement shall be amended accordingly.

Section 14.5 Designation of New Manners

     The Manager may, with the consent of all Members, at any time designate new Managers with such interest as a Manager in the Company as the Managers may specify.

     Any new Manager shall as a condition of receiving any interest in the Company agree to be bound by the provisions of this Agreement to the same extent and on the same terms as any other Manager.

Section 14.6 Approval of Certain Events

     Each Member hereby consents to and authorizes any admission or substitution of a Manager or any other transaction, including, without limitation, the continuation of the Company business, which has been authorized by the requisite percentage of Members under the provisions of this Agreement and hereby ratifies and confirms each amendment of this Agreement necessary or appropriate to give effect to any such transaction.

ARTICLE XV
Transfer of Member Interests

Section 15.1 Right to Assign

     Except by operation of law, or by bequest, no Member shall have the right to assign its Member Interest in the Company, or in the capital, assets or property of the Company, or enter into any agreement as a result of which any Person shall become interested with it in the Company, without the written consent of the Manager, which may be given or withheld in the sole discretion of the Manager.

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Section 15.2 Restrictions

     (a) No sale or exchange of the interest of any Person as Member in the Company shall be made if such sale or exchange would violate Section 17.1.

     (b) In no event shall all or any part of a Member’s Interest in the Company be assigned or transferred to a minor or to an incompetent (other than to a member of a Member’s Immediate Family by reason of death).

     (c) The Manager may require as a condition of any assignment of any interest in the Company, that the assignor (i) assume all costs incurred by the Company in connection therewith, and (ii) furnish it with an opinion of counsel satisfactory to counsel to the Company that such sale, transfer, exchange or other disposition complies with applicable Federal and state securities laws.

     (d) Any assignment in contravention of any of the provisions of Section 15.1 or this Section 15.2 shall be void and ineffectual and shall not bind, or be recognized by, the Company.

Section 15.3 Substitute Members

     Any Substitute Member shall, as a condition of receiving any interest in the Company assets, agree to be bound (to the same extent as his assignor was bound) by the provisions of this Agreement.

Section 15.4 Assignees

     An assignee of a Member who does not become a Substitute Member in accordance with Section 15.3 shall, if such assignment is in compliance with the terms of this Agreement, have the right to receive the same share of profits, losses and distributions of the Company to which the assigning Member would have been entitled if no such assignment had been made by such Member.

     Any Member who shall assign all its interest in the Company shall cease to be a Member of the Company, and shall no longer have any rights or privileges or obligations of a Member except that, unless and until the assignee of such Member is admitted to the Company as a Substitute Member in accordance with Section 15.3, said assigning Member shall retain the statutory rights and be subject to the statutory obligations of an assignor limited partner under the Act as well as the obligation to make the Capital Contributions attributable to the interest in question, if any portion thereof remains unpaid.

     In the event of any assignment of a Member’s interest as a Member, there shall be filed with the Company a duly executed and acknowledged counterpart of the instrument making such assignment; such instrument must evidence the

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written acceptance of the assignee to all the terms and provisions of this Agreement; and if such an instrument is not so filed, the Company need not recognize any such assignment for any purpose.

     An assignee of a Member’s interest as a Member who does not become a Substitute Member as provided in Section 15.3 and who desires to make a further assignment of its interest shall be subject to the provisions of this Article XV to the same extent and in the same manner as any Member desiring to make an assignment of its interest.

ARTICLE XVI
Termination and liquidation

Section 16.1 Events Causing Termination

     The Company shall be terminated and its affairs wound up on the first to occur of the following:

     (a) the Retirement of a Manager unless the business of the Company is continued as provided in Article XIV; or

     (b) the election to dissolve the Company made in writing by all the Members; or

     (c) the sale or other disposition of all or a substantial part of the assets of the Company; or

     (d) any other act or event causing a dissolution under the Act.

Section 16.2 Distributions Upon Termination

     Unless the business of the Company is continued, upon the termination and dissolution of the Company, the Managers, or if there are none, such other Person required by law to wind up the Company’s affairs, shall proceed with the liquidation of the Company (including cancellation of the Certificate), and the net proceeds of such liquidation shall be applied and distributed in accordance with the Capital Account balances of the Members.

Section 16.3 Distributions in Kind

     If it becomes necessary to make a distribution of Company property in kind, due to the economic impracticability of liquidating the assets of the Company, such property shall be transferred and conveyed to the Members and their Assignees so as to vest in each of them as a tenant-in-common an undivided interest in the whole of said property equal to its interest had there been a distribution of net cash proceeds made in accordance with Section 16.2.

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Section 16.4 Period for Orderly Liquidation

     A reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to enable the Managers to minimize losses attendant upon a liquidation.

Section 16.5 Records of Liquidation

     Each of the Members shall be furnished with a statement prepared by the Company’s then accountants, which shall set forth the assets and liabilities of the Company as of the date of complete liquidation. Upon the consummation of the transactions contemplated in this Article XVI, the Manager shall execute, acknowledge and cause to be filed a writing to cancel the Certificate of Organization of the Company.

Section 16.6 Liability of Manager

     The Manager shall not be personally liable for any distributions to the Members, or any portion thereof, including a return of invested capital, all such distributions to be made solely from Company assets.

ARTICLE XVII
General

Section 17.1 Restrictions on Transfer

     (a) Notwithstanding any other provision of this Agreement, except as otherwise provided in this Section 17.1, no sale or exchange of any Member’s interest in the Company may be made if the interest sought to be sold or exchanged, when added to the total of all other interests in the Company sold or exchanged within the period of twelve consecutive months prior to the proposed date of sale or exchange, would result in the termination of the Company under Section 708 of the Code.

     (b) Any sale, exchange or other transfer in contravention of any of the provisions of this Section 17.1 shall be void and ineffective, and shall not bind or be recognized by the Company.

Section 17.2 Notices

     (a) All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing. All notices, demands and requests to be sent to a Member or to any assignee of the interest of a Member hereunder pursuant hereto shall be deemed to have been properly given or served by depositing the same in the United States mail, addressed to such Member, prepaid, and registered or certified with return receipt

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requested, at the address set forth in Exhibit A attached hereto and made a part hereof.

     (b) All notices, demands and requests shall be effective upon being deposited in the United States mail. However, the time period in which a response to any such notice, demand or request must be given shall commence to run from the date of receipt on the return receipt of the notice, demand or request by the addressee thereof.

     (c) By giving to the other parties at least thirty (30) days’ written notice thereof, the Members and their respective successors and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses and each shall have the right to specify as its address any other address within the United States of America.

     (d) No transferee of any interest by any Member shall be entitled to receive a notice independent of the notice sent to the Member making such transfer. A notice sent or made to a Member shall be deemed to have been sent and made to all transferees, if any, of such Member.

     (e) All payments to be made pursuant hereto to any Member shall be made at the address set forth herein for such Member. All such payments shall be effective upon receipt.

Section 17.3 Obligations and Rights of Transferees

     Any Person who acquires in any manner whatsoever any interest in the Company, irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of the benefit of the acquisition thereto to have agreed to be subject to and bound by the same obligations under this Agreement that the predecessor in interest of such Person was subject to or bound by. However, no assignee of an interest in the Company shall be entitled to be admitted as a Member unless and until it has accepted and adopted in writing the terms and provisions of this Agreement to the same extent and on the same terms as the present Members.

Section 17.4 Governing Law

     This Agreement and the rights and obligations of the Members hereunder shall be governed by and construed in accordance with the Act, as amended, and other applicable laws of the State.

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Section 17.5 Entire Agreement and Amendments

     This Agreement contains the entire agreement between the parties hereto relative to the formation and operations of the Company and, except as otherwise specifically provided herein, may be modified or amended only by a written document consented to by all Members.

Section 17.6 Separability of Provisions; Rights and Remedies; Arbitration

     (a) Each provision of this Agreement shall be considered separable and (i) if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of this Agreement which are valid, or (ii) if for any reason any provision or provisions herein would cause the Members to be bound by the obligations of the Company under the laws of the State as the same may now or hereafter exist, such provision or provisions shall be deemed void and of no effect.

     (b) Each of the parties hereto irrevocably waives during the term of the Company any right that such party may have to maintain any action for partition with respect to the property of the Company.

     (c) The rights and remedies of any of the parties hereunder shall not be mutually exclusive, and the exercise of one or more of the provisions hereof shall not preclude the exercise of any other provisions hereof. Each of the parties confirms that damages at law may be an inadequate remedy for breach or threat of breach of any provisions hereof. The respective rights and obligations hereunder shall be enforceable by specific performance, injunction, or other equitable remedy, but nothing herein contained is intended to limit or affect any rights at law or by statute or otherwise of any party aggrieved as against the other parties for a breach or threat of breach of any provisions hereof, it being the intention by this paragraph to make clear that under this Agreement the respective rights and obligations of the Members shall be enforceable in equity as well as at law or otherwise.

     (d) In any instance in which any matter is to be determined by Arbitration under the provisions of this Agreement, such matter shall be submitted to arbitration in the manner provided under the Commercial Arbitration Rules of the American Arbitration Association then in effect; such arbitration shall be conducted before one arbitrator, chosen in accordance with such rules in Boston, Massachusetts, and shall be binding on all parties to the dispute; judgment on the award of such arbitrator may be rendered by any court having jurisdiction of such parties and the subject matter. Insofar as any action is required to be taken by the Members in respect of any such

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arbitration, such action may be taken by the vote or written consent of at least 51% in interest of the Members.

Section 17.7 Benefits and Obligations

     Subject to the provisions of Articles XIV and XV hereof, this Agreement shall be binding upon and inure to the benefit of the undersigned Members and their respect heirs, executors, legal representatives, successors and assigns. Any Person succeeding to the interest of a Member shall succeed to all of such Member’s rights, interests and obligations hereunder subject to and with the benefit of all terms and conditions of this Agreement.

Section 17.8 Word Meanings

     The words such as “herein,” “hereinafter,” “hereof” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires. The singular shall include the plural and the masculine gender shall include the feminine and neuter, and vice versa unless the context otherwise requires. Any references to “Sections” or “Articles” are to Sections or Articles of this Agreement, unless reference is expressly made to a different document. References herein to a specified percentage “in interest” of the Members shall mean Members whose Percentage Interests in the Company equal such percentage of the aggregate Percentage Interests of all Members in the Company.

Section 17.9 Counterparts

     The Agreement may be executed in several counterparts and all so executed shall constitute one agreement binding on all parties hereto, notwithstanding that all the parties have not signed the original or the same counterpart, except that no counterpart shall be binding unless signed by the Managers.

ARTICLE XVIII
Definitions

     Unless the context specifically requires otherwise, capitalized terms used in this Agreement and not otherwise defined shall have the meanings specified below:

     “Act” means the Massachusetts Limited Liability Company Act as adopted by the State of Massachusetts as Chapter 156C of the Massachusetts General Laws, as amended from time to time.

     “Affiliate” (whether capitalized or not) means any (i) Member, (ii) member of the Immediate Family of any Member, (iii) legal representative of any Person referred to in the preceding clauses (i) or (ii), (iv) trustee of a trust for the benefit of any Person referred to in the preceding clauses (i) or (ii), (v) Entity of which a

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majority of the voting interest is owned by any one or more of the Persons referred to in the preceding clauses (i) through (iv), (vi) Person who owns common stock of any corporate Member, or (vii) Person who is an officer, director, trustee, employee, stockholder or partner of any Entity or Person referred to in the preceding clauses (v) and (vi). The term “Affiliated with” shall mean related to in one or more of the foregoing ways.

     “Agreement” means this Operating Agreement, as the same may be amended from time to time.

     “Approved by the Members” means approved or consented to in writing by 70% in interest of the Members and “Approval of the Members” means a writing evidencing such approval or consent. When applied to such a particular class of Member, such terms shall mean approved by 70% in interest of such class. In any instance under this Agreement in which the consent or approval of a Member to any proposed action is required, such consent or approval shall be deemed to have been given unless written objection to such proposed action, stating with particularity grounds therefor, is sent by such objecting Member to the other Members within thirty (30) days after receipt of a written request for such consent or approval.

     “Arbitration” shall have the meaning set forth in Section 17.6(d).

     “Assignee” means the recipient of an Assignment of a Company Interest.

     “Assignor” means the assignor of a Company Interest.

     “Assignment” means, with respect to a Company Interest or part thereof, any offer, sale, assignment, transfer, hypothecation, pledge, gift or any other disposition, whether voluntary or by operation of law.

     “Auditors” means a firm of independent certified public accountants selected by the Manager to perform certain services on behalf of the Company.

     “Capital Account” means the capital account established for each Member under Section 5.7.

     “Capital Contribution” means the amount of cash and the agreed value of property contributed to the Company by a Member.

     “Capital Transaction” means any transaction the proceeds of which are not includable in determining Cash Flow, including, without implied limitation, the sale, refinancing or other disposition of all or substantially all of the assets of the Company, but excluding loans to the Company (other than a refinancing of the Mortgage Loan) and contributions of capital to the Company by the Members.

     “Cash Flow” shall have the meaning set forth in Article XI.

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     “Certificate” means the Certificate of Organization, as filed with the Secretary of the Commonwealth of Massachusetts as of the date first written above, as amended from time to time hereafter in accordance with the terms hereof and the Act.

     “Code” means the Internal Revenue Code of 1986, as amended, or corresponding provisions of subsequent laws.

     “Company” means the limited liability company formed in accordance with the Certificate and this Agreement, as said limited liability company may from time to time be constituted.

     “Company Interest” or “Interest” means the interest of each of the Members in and to the capital, Profits and Losses, Cash Flow and Sale-Refinancing Proceeds of the Company.

     “Designated Prime Rate” means the annual rate of interest which is at all times equal to the lesser of (i) the Prime Rate plus 2%, calculations of interest to be made on a daily basis and on the basis of a 360 day year and (ii) the maximum rate permitted by law; the term “Prime Rate” in this sentence means the rate as periodically published in The Wall Street Journal.

     “Entity” means any general partnership, limited partnership, corporation, limited liability company, limited liability partnership, joint venture, trust, business trust, association or other business entity.

     “Event of Bankruptcy” or “Bankruptcy” as the context may require, means as to a specified Person:

     (a) the entry of a decree or order for relief by a court having jurisdiction in the premises in respect of such Person in an involuntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of his or its property, or ordering the winding-up or liquidation of his or its affairs and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or

     (b) the commencement by such Person of a voluntary case under the federal bankruptcy laws, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy, insolvency or other similar law, or the consent by him or it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or similar official) of such Person or for any substantial part of his property, or the making by him or it of any assignment for the benefit of creditors, or the

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failure of such Person generally to pay his or its debts as such debts become due, or the taking off of action by such Person in furtherance of any of the foregoing.

     “Immediate Family” means with respect to any person, his spouse, parents, parents-in-law, descendants, nephews, nieces, brothers, sisters, brothers-in-law, sisters-in-law, children-in-law anti grandchildren-in-law.

     “Manager” or “Managers” means any or all of the Persons designated as Managers in this Agreement or any Person who becomes a Manager as provided in this Agreement, in each such person’s capacity as such, and if there is only one Manager at any time, such term shall refer to the sole Manager alone.

     “Member” or “Members” means any Person designated herein as a Member (including, without limitation, any Manager in its capacity as a Member) or any Person admitted to the Company as a Substitute Member in such Person’s capacity as a Member of the Company.

     “Member Interest” means the interest in the Company held by each Member in its capacity as a Member.

     “Operating Loan” means a loan by a Member to the Company pursuant to Article VII and shall be evidenced by an “Operating Note.”

     “Percentage Interest” means the interest of a Member in the Profits and Losses of the Company set forth in Exhibit A as the same may be adjusted from time to time in accordance with the provisions of this Agreement.

     “Person” means any individual or Entity and the heirs, executors, administrators, successors and assigns of such Person where the context so admits.

     “Profits and Losses” means the net profits and losses of the Company as determined for purposes of Section 704(b) of Code.

     “Property” means the real and personal property owned by the Company and by each other partnership in which the Company is a partner.

     “Residual Interest” means the Residual Interest of each Member set forth opposite its name in Exhibit A hereto, subject to adjustment in accordance with the provisions of this Agreement.

     “Retirement” (including the verb form Retire and the adjective form Retired) means as to a Manager, and shall be deemed to have occurred automatically upon, the occurrence of death, adjudication of insanity or incompetence, resignation, expulsion, Bankruptcy, dissolution or voluntary or involuntary withdrawal from the Company for any reason. Involuntary withdrawal shall occur whenever a Manager

Massachusetts Residential Nominee Services, LLC
Amended & Restated Operating Agreement
February 15, 2007

- 23 -

may no longer continue as a Manager by law, and shall also be deemed to have occurred when a Manager, by reason of illness or other mental or physical disability, shall have been unable to perform his obligations hereunder for a period of twelve months. A voluntary withdrawal of a Manager shall be deemed to have occurred thirty days after such Manager shall be given written notice to all Members of his intention to so withdraw; notwithstanding the foregoing, in no event shall any Manager have any right to withdraw voluntarily as such except as expressly permitted by this Agreement; in addition, a voluntary withdrawal shall also be deemed to have occurred upon the occurrence of any act constituting the withdrawal of a Manager as a matter of law (other than an involuntary withdrawal as described above).

     “Sale-Refinancing Proceeds” means the net cash proceeds distributable under Article XII hereof.

     “State” means the State of Massachusetts.

     “Successor Manager” means the Assignee of a Manager Interest who is admitted to the Company as a Manager.

     “Substitute Member” means the Assignee of a Member Interest who is admitted to the Company as a Member.

     IN WITNESS WHEREOF, the parties hereto have executed this Operating Agreement of Massachusetts Residential Nominee Services, LLC under seal as of the day, month and year first above written.

MEMBER: INVESTMENT PROPERTY EXCHANGE SERVICES, INC.
By:	/s/ Radah Butler
	Radah Butler
	President
MANAGER: NATIONAL RESIDENTIAL NOMINEE SERVICES INC.
By:	/s/ Todd C. Johnson
	Todd C. Johnson
	Senior Vice President and Secretary

Massachusetts Residential Nominee Services, LLC
Amended & Restated Operating Agreement
February 15, 2007

- 24 -

EXHIBIT A

MEMBER

of

Massachusetts Residential Nominee Services, LLC

				Percentage
				Interest &
		Capital		Residual
Name	Address	Contribution		Interest
Investment Property Exchange Services,Inc.	50 California Street	$	1,000.00		100	%
	Suite 3550
	San Francisco, CA 94111

Massachusetts Residential Nominee Services, LLC
Amended & Restated Operating Agreement
February 15, 2007

- i -

EX-3.81

Exhibit 3.81

		Colorado Secretary of State
		Date and Time: 11/07/2006 03:25 PM
Document processing fee		Id Number: 20061456348
If document is filed on paper	$125.00
If document is filed electronically	$  25.00	Document number: 20061456348
Fees & forms/cover sheets are subject to change.
To file electronically, access instructions for this form/cover sheet and other information or print copies of filed documents, visit www.sos.state.co.us and select Business Center.
Paper documents must be typewritten or machine printed.		ABOVE SPACE FOR OFFICE USE ONLY

Articles of Organization

filed pursuant to §7-90-301, et seq. and §7-80-204 of the Colorado Revised Statutes (C.R.S)

1. Entity name:	McDash Analytics, LLC
	(The name of a limited liability company must contain the term or abbreviation “limited liability company”, “ltd. liability company”, “limited liability co.”, “ltd. liability co.”, “limited”, “llc”, “l.l.c.”, or “ltd.”§7-90-601, C.R.S.)
2. Use of Restricted Words (if any of these terms are contained in an entity name, true name of an entity, trade name or trademark stated in this document, mark the applicable box):	o “bank” or “trust” or any derivative thereof      o “credit union”      o “savings and loan”      o“insurance”, “casualty”, “mutual”, or “surety”

3. Principal office street address:	1601 Arapahoe Street
	(Street name and number)
	9th Floor
	Denver	CO		80202
	(City)	(State)		(Postal/Zip Code)
			United States
	(Province — if applicable)		(Country — if not US)
4. Principal office mailing address
(if different from above):	(Street name and number or Post Office Box information)
	(City)	(State)		(Postal/Zip Code)
	(Province — if applicable)		(Country — if not US)
5. Registered agent name (if an individual):	Jadlos	James		L.
	(Last)	(First)		(Middle)                 (Suffix)
OR (if a business organization):
6. The person identified above as registered agent has consented to being so appointed.
7. Registered agent street address:	1601 Arapahoe Street
	(Street name and number)
	9th Floor
	Denver	CO		80202
	(City)	(State)		(Postal/Zip Code)
ARTORG_LLC	Page 1 of 3				Rev. 11/16/2005

8. Registered agent mailing address
(if different from above):	(Street name and number or Post Office Box information)
	(City)	(State)	(Postal/Zip Code)
	(Province — if applicable)		(Country — if not US)
9. Name(s) and mailing address(es) of person(s) forming the limited liability company:
(if an individual)	Jadlos	James	L.
	(Last)	(First)	(Middle)	(Suffix)
OR (if a business organization)
	1601 Arapahoe Street
	(Street name and number or Post Office Box information)
	9th Floor
	Denver	CO	80202
	(City)	(State)	(Postal/Zip Code)
			United States
	(Province — if applicable)		(Country — if not US)
(if an individual)
	(Last)	(First)	(Middle)	(Suffix)
OR (if a business organization)
	(Street name and number or Post Office Box information)
	(City)	(State)	(Postal/Zip Code)
			United States
	(Province — if applicable)		(Country — if not US)
(if an individual)
	(Last)	(First)	(Middle)	(Suffix)
OR (if a business organization)
	(Street name and number or Post Office Box information)
	(City)	(State)	(Postal/Zip Code)
			United States
	(Province — if applicable)		(Country — if not US)

(If more than three persons are forming the limited liability company, mark this box o and include an attachment stating the true names and mailing addresses of all additional persons forming the limited liability company)

10. The management of the limited liability company is vested in managers þ
      OR is vested in the members o

11. There is at least one member of the limited liability company.

ARTORG_LLC Page 2 of 3 Rev. 11/16/2005

12.	(Optional) Delayed effective date:		.
		(mm/dd/yyyy)
13.	Additional information may be included pursuant to other organic statutes such as title 12, C.R.S. If applicable, mark this box o and include an attachment stating the additional information.

Notice:

Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.

This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered.

14.	Name(s) and address(es) of the individual(s)	Jadlos	James	L.
	causing the document to be delivered for filing:	(Last)	(First)	(Middle)	(Suffix)
		1601 Arapahoe Street
		(Street name and number or Post Office Box information)
		9th Floor
		Denver	CO	80202
		(City)	(State)	(Postal/Zip Code)

    (Province — if applicable) United States   (Country — if not US)

(The document need not state the true name and address of more than one individual. However, if you wish to state the name and address of any additional individuals causing the document to be delivered for filing, mark this box o and include an attachment stating the name and address of such individuals.)

Disclaimer:

This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user’s attorney.

ARTORG_LLC Page 3 of 3 Rev. 11/16/2005

EX-3.82

Exhibit 3.82

AMENDED AND RESTATED OPERATING AGREEMENT
OF
MCDASH ANALYTICS, LLC

     This Amended and Restated Operating Agreement (this “Agreement”) of McDash Analytics, LLC (the “Company”), is adopted, executed and agreed to by BAM Holding LLC (the “Sole Member”) effective as of May 14, 2008. The party hereto, intending legally to be bound, agrees as follows:

     1. Name. The name of the limited liability company organized hereby is McDash Analytics, LLC. The Sole Member may file any trade names it deems necessary or desirable.

     2. Purpose. The Company was formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Colorado Limited Liability Company Act, as amended (the “Act”).

     3. Registered Agent and Registered Office. The Company shall at all times maintain a registered agent and a registered office in the State of Colorado as provided in the Act. Until changed by the Sole Member in accordance with this Agreement and the Act, the registered agent and registered officer of the Company shall be as set forth in the Company’s Articles of Organization.

     4. Members. The Sole Member is the only member of the Company.

     5. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Sole Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being the Sole Member of the Company.

     6. Capital Account; Profits and Losses. The Sole Member has the only capital account in the Company, and all income, gains, losses, deductions and credits, and each and every item thereof, of the Company shall be allocated to the Sole Member.

     7. Distributions. Distributions shall be made to the Sole Member at the times and in the aggregate amounts determined by the Manager.

     8. Management. Except as otherwise provided herein, the business and affairs of the Company shall be directed and managed by a manager, which initially is James L. Jadlos, except as management may be delegated in accordance with Section 9.

     9. Officers. The Sole Member may appoint officers or other authorized representatives of the Company and the Sole Member shall prescribe the duties and responsibilities of any such officers or representatives.

     10. Exculpation and Indemnification. None of the Sole Member, Manager or any officer (each, an “Indemnitee”) shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission

performed or omitted by the Indemnitee in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on the Indemnitee by this Agreement, except that the Indemnitee shall be liable for any such loss, damage or claim incurred by reason of the Indemnitee’s gross negligence or willful misconduct. To the full extent permitted by applicable law, the Indemnitee shall be entitled to indemnification from the Company for any loss, damage or claim incurred by the Indemnitee in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on the Indemnitee by this Agreement; provided, however, that any indemnity under this Section 10 shall be provided out of and to the extent of Company assets only, and the Indemnitee shall not have personal liability on account thereof.

     11. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the earliest to occur of the following: (a) the written consent of the Sole Member; (b) the sale of all or substantially all of the assets of the Company; or (c) as required under the Act.

     12. Liquidation Upon Dissolution. Upon the dissolution of the Company, the Sole Member or the Sole Member’s designee shall effectuate the liquidation of the assets of the Company. The proceeds of liquidation of the assets of the Company distributable upon dissolution and winding up of the Company shall be applied in the following order of priority: (i) first, to the creditors of the Company, including the Sole Member if applicable, in the order of priority provided by law, in satisfaction of all liabilities and obligations of the Company (of any nature whatsoever, including, without limitation, fixed or contingent, matured or unmatured, legal or equitable, secured or unsecured), whether by payment or the making of reasonable provision for payment thereof; and (ii) thereafter, to the Sole Member.

     13. Miscellaneous. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior understandings or agreements between the parties. This Agreement and all rights and remedies hereunder shall be governed by, and construed under, the laws of the State of Colorado, without regard to the conflicts of law principles thereof. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Sole Member.

(Remainder of page intentionally left blank)

-2-

     IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Amended and Restated Operating Agreement of McDash Analytics, LLC as of the date and year first above written.

Sole Member: BAM HOLDING LLC
By:	/s/ James L. Jadlos
	James L. Jadlos, its Manager

-3-

EX-3.83

Exhibit 3.83

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 10/17/2001
010519059 - 3447054

NATIONAL RESIDENTIAL NOMINEE SERVICES INC.

CERTIFICATE OF INCORPORATION

1.	The name of the corporation (the “Corporation”) is National Residential Nominee Services Inc.
2.	The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.
3.	The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
4.	The total number of shares which the Corporation shall have authority to issue is 1,000 shares of common stock, par value $1.00 per share.
5.	The name and mailing address of each incorporator is as follows:

NAME	MAILING ADDRESS
Marjorie Nemzura	171 North Clark Street
	Chicago, Illinois 60601

6.	The corporation is to have perpetual existence.
7.	In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the bylaws of the Corporation.
8.	Elections of directors need not be by written ballot except and to the extent provided in the bylaws of the Corporation.
9.	The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

1

10.A. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of the State of Delaware is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware as so amended. Any repeal or modification of this Section (A) by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

 B. (1)   Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she or a person of whom he or she is the legal representative is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expenses, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided in subsection (2) of this Section (B) with respect to proceedings seeking to enforce rights to indemnification, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section (B) shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a director or officer in his

2

or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of an undertaking by or on behalf of such director or officer to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section (B) or otherwise.

(2)	If a claim under subsection (1) of this Section (B) is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or stockholders) that the claimant has not met such applicable standards of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.
(3)	The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section (B) shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, bylaw, agreement, vote of stockholders or disinterested directors or otherwise.
(4)	The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability, loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware.

3

(5) The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and rights to be paid by the Corporation the expenses incurred in defending any proceeding in advance of its final disposition, to any employee or agent of the Corporation to the fullest extent of the provisions of this Section (B) with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

      I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand on October 17, 2001.

/s/ Marjorie Nemzura  

Marjorie Nemzura 

4

EX-3.84

Exhibit 3.84

EXHIBIT “A”

NATIONAL RESIDENTIAL NOMINEE SERVICES INC.

BYLAWS
Effective July 15, 2005

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office shall be in the State of Delaware.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. Time and Place of Meetings. All meetings of the shareholders shall be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meetings. Annual meetings of shareholders shall be held on the first Tuesday of April, if not a legal holiday, and if a legal holiday, then on the next business day following, or at such other date as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. At the annual meeting, the shareholders entitled to vote thereat shall elect a Board of Directors and transact such other business as may properly be brought before the meeting.

Section 3. Special Meetings. Special meetings of the shareholders, unless otherwise prescribed by statute or provided by the Articles of Incorporation or these bylaws, may be called by the President or the Board of Directors or by the holders of at least 10% of all shares entitled to vote at the meeting. Business conducted at any special meeting shall be confined to the purpose or purposes described in the notice thereof.

Section 4. Notice. Written or printed notice stating the place, day and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 calendar days (20 days in the case of a meeting to approve a plan of merger or exchange) nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the President,

National Residential Nominee Services Inc.
Amended and Restated Bylaws
July 15, 2005

the Secretary or the officer or other person calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his or its address as it appears on the share transfer records of the Corporation, with postage prepaid.

Section 5. Quorum. A quorum shall be present at a meeting of shareholders if the holder or holders of a majority of the shares entitled to vote are present in person, represented by duly authorized representative in the case of a corporation or other legal entity or represented by proxy, unless otherwise provided in the Articles of Incorporation. Unless otherwise provided in the Articles of Incorporation or these bylaws, once a quorum is present at a duly constituted meeting of shareholders, the shareholders present or represented at the meeting may conduct such business as may be properly brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any shareholder present or represented shall not affect the presence of a quorum at the meeting. Unless otherwise provided in the Articles of Incorporation or these bylaws, the shareholders entitled to vote and present or represented at a meeting of shareholders at which a quorum is not present may adjourn the meeting until such time and to such place as may be determined by a vote of the holders of a majority of the shares represented at the meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be conducted which might have been conducted at the meeting as originally notified.

Section 6. Voting. With respect to any matter, other than the election of directors or a matter for which the affirmative vote of the holders of a specified portion of the shares is required by statute, the affirmative vote of the holders of a majority of the shares entitled to vote on that matter and represented at a meeting of shareholders at which a quorum is present shall be the act of the shareholders, unless otherwise provided in the Articles of Incorporation or these bylaws. Unless otherwise provided in the Articles of Incorporation of these bylaws, directors shall be elected by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present.

Section 7. Method of Voting. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the Articles of Incorporation provide for more or less than one vote per share or limit or deny voting rights to the holders of the shares of any class or series or as otherwise provided by statute. A shareholder may vote in person, by duly authorized representative in the case of a corporation or other legal entity or by proxy executed in writing by the shareholder or by his or its duly authorized attorney-in-fact. Each proxy shall be filed with the Secretary of the Corporation prior to the time of the meeting.

Section 8. Action Without Meeting. Unless otherwise provided in the Articles of Incorporation, any action required or permitted to be taken at any meeting of the shareholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall have been signed

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National Residential Nominee Services Inc.
Amended and Restated Bylaws
July 15, 2005

by the holder or holders of all the shares entitled to vote with respect to the action that is the subject of the consent.

ARTICLE III

DIRECTORS

Section 1. Responsibilities. The powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, its Board of Directors.

Section 2. Number; Term. The number of initial directors shall be no less than one (1) and no greater than three (3). The number of directors shall be fixed from time to time by the Board of Directors or by the shareholders at the annual or a special meeting if this bylaw is amended to provide for more than one director. No decrease in the number of directors shall have the effect of shortening the term of an incumbent director. The directors shall be elected at the annual meeting of the shareholders, except as provided in Section 3 below. At each annual meeting, the holders of shares entitled to vote in the election of directors shall elect directors to hold office until the next succeeding annual meeting. Unless removed in accordance with the Articles of Incorporation or this Section, each director elected shall hold office for the term for which he is elected and until his successor shall have been elected and qualified. Directors need not be residents of the State of Delaware or shareholders of the Corporation. At any meeting of shareholders called expressly for that purpose, any director or the entire Board of Directors may be removed, with or without cause, by the affirmative vote of the holder or holders of a majority of the shares then entitled to vote at an election of directors.

Section 3. Vacancies; Increases. Any vacancy occurring in the Board of Directors (by death, resignation, removal or otherwise) may be filled by election at an annual or special meeting of shareholders called for that purpose, by the affirmative vote of a majority of the remaining directors then in office, though less than a quorum, or by a sole remaining director. Each director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual or special meeting of shareholders called for that purpose or by the Board of Directors for a term of office continuing only until the next election of one or more directors by the shareholders; provided, however, that the Board of Directors may not fill more than two such directorships during the period between any two successive annual meetings of shareholders.

Section 4. Place of meetings. Meetings of the Board of Directors, regular or special, may be held either within or without the State of Delaware.

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National Residential Nominee Services Inc.
Amended and Restated Bylaws
July 15, 2005

Section 5. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and at such place as shall from time to time be determined by the Board of Directors. Regular meetings of the Board of Directors may be held without notice.

Section 6. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of by the President and shall be called by the Secretary on the written request of at least two directors. Written notice specifying the time and place of special meetings shall be given to each director at least three days before the date of the meeting. Such notice may, but need not, specify the purpose or purposes of the meeting.

Section 7. Quorum; Majority Vote. At all meetings, a majority of the number of the directors fixed in the manner provided in these bylaws shall constitute a quorum for the transaction of business unless a greater number is specifically required by statute or provided in the Articles of Incorporation or these bylaws. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise specifically required by statute or provided in the Articles of Incorporation or these bylaws, in which case the express provision shall control. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 8. Minutes. The Board of Directors shall keep regular minutes of its proceedings. The minutes shall be placed in the minute book of the Corporation.

Section 9. Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees, each of which shall be comprised of one or more members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified members, at any meeting of that committee. Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these bylaws, shall have and may exercise all of the authority of the Board of Directors, except as otherwise provided by statute. The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 10. Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. Such minutes shall be place in the minute book of the Corporation.

Section 11. Action Without Meeting. Unless otherwise restricted by the Articles of Incorporation or these bylaws, any action required or permitted to be taken at a meeting of the Board of Directors or any committee may be taken without a meeting if a consent

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July 15, 2005

in writing, setting forth the action so taken, is signed by all the members of the Board of Directors or committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting.

ARTICLE IV

NOTICES

Section 1. Method. Whenever by statute, the Articles of Incorporation, these bylaws or otherwise, notice is required to be given to a director or shareholder, and no provision is made as to how the notice shall be given, it shall not be construed to be personal notice, but any such notice may be given: (a) in writing, by mail, postage prepaid, addressed to the director at the last address known by the Corporation for such director or shareholder at the address appearing on the share transfer records of the Corporation, or (b) in any other method permitted by law. Any notice required or permitted to be given by mail shall be deemed given at the time when the same is deposited in the United States mail.

Section 2. Waiver. Whenever by statute, the Articles of Incorporation or these bylaws, any notice is required to be given to a director or shareholder, a waiver thereof in writing, signed by the person or persons entitled to such notice, or in the case of a corporation or other legal entity by its duly authorized representative, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

ARTICLE V

OFFICERS

Section 1. Number. The officers of the Corporation shall consist of a President and a Secretary, each of whom shall be elected by the Board of Directors. The Board of Directors may also elect such other officers as they deem necessary or desirable, including a Chairman of the Board, a Treasurer, a Controller and one or more Vice Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and Assistant Controllers. All officers of the Corporation shall hold office at the pleasure of the Board of Directors. The same person may, at the discretion of the Board of Directors, hold any two or more offices.

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Section 2. Appointed Officers. The President may appoint such other officers and agents as he shall deem necessary or desirable who shall hold their offices for such terms as the President shall determine.

Section 3. Removal. Any officer elected by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby.

Section 4. Compensation. The compensation of all officers and agents of the Corporation who are also directors of the Corporation shall be fixed by the Board of Directors. The Board of Directors may delegate the power to fix the compensation of all other officers and agents of the Corporation to an officer of the Corporation.

Section 5. Duties. The officers of the Corporation, whether elected or appointed, shall have such authority and shall perform such duties as are customarily incident to their respective offices, or as may be specified from time to time by resolution of the Board of Directors regardless of whether such authority and duties are customarily incident to such office.

ARTICLE VI

CERTIFICATE OF STOCK

     Every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of, the Corporation, by the President or the Vice President, and by the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation.

ARTICLE VII

INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Each person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust or other enterprise or employee benefit plan (including he heirs, executors, administrators or estate of such person) shall be indemnified by the Corporation to the fullest extent that a corporation is required or permitted to grant indemnification to such person under the Delaware General Corporation Law, as the same exists or may hereafter be amended. Reasonable expenses incurred by a director, officer, employee or agent of the Corporation who was, is or is threatened to be made a named defendant or respondent in a proceeding shall be paid or

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reimbursed by the Corporation, in advance of the final disposition of the proceeding, to the maximum extent permitted under Delaware law, as the same exists or may hereafter be amended. The right to indemnification under this Article shall be a contract right. In the event of the death of any person having a right of indemnification under this Article, such right will inure to the benefit of his or her heirs, executors, administrators and personal representatives. The rights under this Article will not be exclusive of any other right which any person may have or hereinafter acquire under any statute, bylaw, resolution of shareholders of directors, agreement or otherwise.

ARTICLE VIII

GENERAL PROVISIONS

     Section 1. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

     Section 2. Fiscal Year. The fiscal year of the Corporations shall be fixed by resolution of the Board of Directors.

     Section 3. Telephone and Similar Meetings. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, the shareholders, members of the Board of Directors or members of any committee of the Board of Directors may participate in and hold a meeting of such shareholders, the Board of Directors or committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meting is not lawfully called or convened.

     Section 4. Distributions and Share Dividends. Subject to statute and any provision of the Articles of Incorporation, distributions in the form of cash or property or share dividends may be declared by the Board of Directors at any regular or special meeting.

     Section 5. Amendment of Bylaws. Unless otherwise provided by law, the Articles of Incorporation or these bylaws, these bylaws may be altered, amended or repealed, or new bylaws may be adopted, by the shareholders or the Board of Directors, subject to the shareholders providing in amending, repealing or adopting a particular bylaw that it may not be amended or repealed by the Board of Directors.

7

EX-3.85

Exhibit 3.85

(STAMP)

ARTICLES OF INCORPORATION

OF

NATIONAL SAFE HARBOR EXCHANGES

I

     The name of this Corporation is NATIONAL SAFE HARBOR EXCHANGES.

II

     The purpose of this Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

III

     The name in the State of California of this Corporation’s initial agent for service of process is:

CT Corporation System

IV

     The authorized capitalization of this Corporation shall consist of 1,000 shares of common stock, $ 1.00 par value per share. Shares of the Corporation’s common stock may be issued upon such terms and conditions as shall be prescribed by the Board of Directors of this Corporation. The stock of this Corporation shall be fully paid for when issued and shall be forever non-assessable. Each stockholder in this Corporation shall, at all stockholders meetings, whether general or special, be entitled to one (1) vote for each share of common stock that he shall hold, except as otherwise provided in the Constitution and laws of the State of California.

V

     The holders from time to time of the capital stock of this Corporation shall have no preemptive rights whatsoever as to the capital stock then or thereafter authorized to be issued, including treasury stock.

VI

A.

The liability of the directors of this Corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

B.

This Corporation is authorized to provide for, whether by bylaw, agreement or otherwise, the indemnification of agents (as defined in Section 317 of the California General Corporation Law) of this Corporation in excess of that expressly permitted by such Section 317 for those agents, for breach of duty to this Corporation and its shareholders to the extent permissible under California law (as now or hereafter in effect). In furtherance and not in limitation of the powers conferred by statute:

(1)	this Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of this Corporation, or is serving at the request of this Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of this status as such, whether or not this Corporation would have the power to indemnify against such liability under the provisions of law; and
(2)	this Corporation may create a trust fund, grant a security interest, or use other means (including, without limitation, letters of credit, surety bonds, or other similar arrangements), as well as enter into contracts providing indemnification to the fullest extent authorized or permitted by law and including as part thereof provisions with respect to any or all of the foregoing to ensure the payment of such amounts as may become necessary to effect indemnification as provided therein, or elsewhere.
	No such bylaw, agreement or other form of indemnification shall be interpreted as limiting in any manner the rights which such agents would have to indemnification in the absence of such bylaw, agreement or other form of indemnification.

C. Any repeal or modification of the foregoing provisions of this Article VI by the shareholders of this Corporation shall not adversely affect any right or protection of a director of this Corporation existing at the time of such repeal or modification.

DATED: November 16, 2000

/s/ Eileen W. Van Roeyen  

Eileen W. Van Roeyen, Incorporator 

2

     I hereby declare that I am the person who executed the foregoing Articles of Incorporation, which execution is my act and deed.

/s/ Eileen W. Van Roeyen  

Eileen W. Van Roeyen, Incorporator 

3

EX-3.86

Exhibit 3.86

EXHIBIT “A”

NATIONAL SAFE HARBOR EXCHANGES

BYLAWS
Effective July 15, 2005

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office shall be in the State of California.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of California as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. Time and Place of Meetings. All meetings of the shareholders shall be held at such time and place, within or without the State of California, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meetings. Annual meetings of shareholders shall be held on the first Tuesday of April, if not a legal holiday, and if a legal holiday, then on the next business day following, or at such other date as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. At the annual meeting, the shareholders entitled to vote thereat shall elect a Board of Directors and transact such other business as may properly be brought before the meeting.

Section 3. Special Meetings. Special meetings of the shareholders, unless otherwise prescribed by statute or provided by the Articles of Incorporation or these bylaws, may be called by the President or the Board of Directors or by the holders of at least 10% of all shares entitled to vote at the meeting. Business conducted at any special meeting shall be confined to the purpose or purposes described in the notice thereof.

Section 4. Notice. Written or printed notice stating the place, day and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 calendar days (20 days in the case of a meeting to approve a plan of merger or exchange) nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the President,

National Safe Harbor Exchanges
Amended and Restated Bylaws
July 15, 2005

the Secretary or the officer or other person calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his or its address as it appears on the share transfer records of the Corporation, with postage prepaid.

Section 5. Quorum. A quorum shall be present at a meeting of shareholders if the holder or holders of a majority of the shares entitled to vote are present in person, represented by duly authorized representative in the case of a corporation or other legal entity or represented by proxy, unless otherwise provided in the Articles of Incorporation. Unless otherwise provided in the Articles of Incorporation or these bylaws, once a quorum is present at a duly constituted meeting of shareholders, the shareholders present or represented at the meeting may conduct such business as may be properly brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any shareholder present or represented shall not affect the presence of a quorum at the meeting. Unless otherwise provided in the Articles of Incorporation or these bylaws, the shareholders entitled to vote and present or represented at a meeting of shareholders at which a quorum is not present may adjourn the meeting until such time and to such place as may be determined by a vote of the holders of a majority of the shares represented at the meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be conducted which might have been conducted at the meeting as originally notified.

Section 6. Voting. With respect to any matter, other than the election of directors or a matter for which the affirmative vote of the holders of a specified portion of the shares is required by statute, the affirmative vote of the holders of a majority of the shares entitled to vote on that matter and represented at a meeting of shareholders at which a quorum is present shall be the act of the shareholders, unless otherwise provided in the Articles of Incorporation or these bylaws. Unless otherwise provided in the Articles of Incorporation of these bylaws, directors shall be elected by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present.

Section 7. Method of Voting. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the Articles of Incorporation provide for more or less than one vote per share or limit or deny voting rights to the holders of the shares of any class or series or as otherwise provided by statute. A shareholder may vote in person, by duly authorized representative in the case of a corporation or other legal entity or by proxy executed in writing by the shareholder or by his or its duly authorized attorney-in-fact. Each proxy shall be filed with the Secretary of the Corporation prior to the time of the meeting.

Section 8. Action Without Meeting. Unless otherwise provided in the Articles of Incorporation, any action required or permitted to be taken at any meeting of the shareholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall have been signed

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by the holder or holders of all the shares entitled to vote with respect to the action that is the subject of the consent.

ARTICLE III

DIRECTORS

Section 1. Responsibilities. The powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, its Board of Directors.

Section 2. Number; Term. The number of initial directors shall be no less than one (1) and no greater than three (3). The number of directors shall be fixed from time to time by the Board of Directors or by the shareholders at the annual or a special meeting if this bylaw is amended to provide for more than one director. No decrease in the number of directors shall have the effect of shortening the term of an incumbent director. The directors shall be elected at the annual meeting of the shareholders, except as provided in Section 3 below. At each annual meeting, the holders of shares entitled to vote in the election of directors shall elect directors to hold office until the next succeeding annual meeting. Unless removed in accordance with the Articles of Incorporation or this Section, each director elected shall hold office for the term for which he is elected and until his successor shall have been elected and qualified. Directors need not be residents of the State of California or shareholders of the Corporation. At any meeting of shareholders called expressly for that purpose, any director or the entire Board of Directors may be removed, with or without cause, by the affirmative vote of the holder or holders of a majority of the shares then entitled to vote at an election of directors.

Section 3. Vacancies; Increases. Any vacancy occurring in the Board of Directors (by death, resignation, removal or otherwise) may be filled by election at an annual or special meeting of shareholders called for that purpose, by the affirmative vote of a majority of the remaining directors then in office, though less than a quorum, or by a sole remaining director. Each director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual or special meeting of shareholders called for that purpose or by the Board of Directors for a term of office continuing only until the next election of one or more directors by the shareholders; provided, however, that the Board of Directors may not fill more than two such directorships during the period between any two successive annual meetings of shareholders.

Section 4. Place of meetings. Meetings of the Board of Directors, regular or special, may be held either within or without the State of California.

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Section 5. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and at such place as shall from time to time be determined by the Board of Directors. Regular meetings of the Board of Directors may be held without notice.

Section 6. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of by the President and shall be called by the Secretary on the written request of at least two directors. Written notice specifying the time and place of special meetings shall be given to each director at least three days before the date of the meeting. Such notice may, but need not, specify the purpose or purposes of the meeting.

Section 7. Quorum; Majority Vote. At all meetings, a majority of the number of the directors fixed in the manner provided in these bylaws shall constitute a quorum for the transaction of business unless a greater number is specifically required by statute or provided in the Articles of Incorporation or these bylaws. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise specifically required by statute or provided in the Articles of Incorporation or these bylaws, in which case the express provision shall control. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 8. Minutes. The Board of Directors shall keep regular minutes of its proceedings. The minutes shall be placed in the minute book of the Corporation.

Section 9. Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees, each of which shall be comprised of one or more members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified members, at any meeting of that committee. Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these bylaws, shall have and may exercise all of the authority of the Board of Directors, except as otherwise provided by statute. The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 10. Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. Such minutes shall be place in the minute book of the Corporation.

Section 11. Action Without Meeting. Unless otherwise restricted by the Articles of Incorporation or these bylaws, any action required or permitted to be taken at a meeting of the Board of Directors or any committee may be taken without a meeting if a consent

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in writing, setting forth the action so taken, is signed by all the members of the Board of Directors or committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting.

ARTICLE IV

NOTICES

Section 1. Method. Whenever by statute, the Articles of Incorporation, these bylaws or otherwise, notice is required to be given to a director or shareholder, and no provision is made as to how the notice shall be given, it shall not be construed to be personal notice, but any such notice may be given: (a) in writing, by mail, postage prepaid, addressed to the director at the last address known by the Corporation for such director or shareholder at the address appearing on the share transfer records of the Corporation, or (b) in any other method permitted by law. Any notice required or permitted to be given by mail shall be deemed given at the time when the same is deposited in the United States mail.

Section 2. Waiver. Whenever by statute, the Articles of Incorporation or these bylaws, any notice is required to be given to a director or shareholder, a waiver thereof in writing, signed by the person or persons entitled to such notice, or in the case of a corporation or other legal entity by its duly authorized representative, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

ARTICLE V

OFFICERS

Section 1. Number. The officers of the Corporation shall consist of a President and a Secretary, each of whom shall be elected by the Board of Directors. The Board of Directors may also elect such other officers as they deem necessary or desirable, including a Chairman of the Board, a Treasurer, a Controller and one or more Vice Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and Assistant Controllers. All officers of the Corporation shall hold office at the pleasure of the Board of Directors. The same person may, at the discretion of the Board of Directors, hold any two or more offices.

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Section 2. Appointed Officers. The President may appoint such other officers and agents as he shall deem necessary or desirable who shall hold their offices for such terms as the President shall determine.

Section 3. Removal. Any officer elected by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby.

Section 4. Compensation. The compensation of all officers and agents of the Corporation who are also directors of the Corporation shall be fixed by the Board of Directors. The Board of Directors may delegate the power to fix the compensation of all other officers and agents of the Corporation to an officer of the Corporation.

Section 5. Duties. The officers of the Corporation, whether elected or appointed, shall have such authority and shall perform such duties as are customarily incident to their respective offices, or as may be specified from time to time by resolution of the Board of Directors regardless of whether such authority and duties are customarily incident to such office.

ARTICLE VI

CERTIFICATE OF STOCK

     Every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of, the Corporation, by the President or the Vice President, and by the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation.

ARTICLE VII

INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Each person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust or other enterprise or employee benefit plan (including he heirs, executors, administrators or estate of such person) shall be indemnified by the Corporation to the fullest extent that a corporation is required or permitted to grant indemnification to such person under the California General Corporation Law, as the same exists or may hereafter be amended. Reasonable expenses incurred by a director, officer, employee or agent of the Corporation who was, is or is threatened to be made a named defendant or respondent in a proceeding shall be

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paid or reimbursed by the Corporation, in advance of the final disposition of the proceeding, to the maximum extent permitted under California law, as the same exists or may hereafter be amended. The right to indemnification under this Article shall be a contract right. In the event of the death of any person having a right of indemnification under this Article, such right will inure to the benefit of his or her heirs, executors, administrators and personal representatives. The rights under this Article will not be exclusive of any other right which any person may have or hereinafter acquire under any statute, bylaw, resolution of shareholders of directors, agreement or otherwise.

ARTICLE VIII

GENERAL PROVISIONS

     Section 1. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

     Section 2. Fiscal Year. The fiscal year of the Corporations shall be fixed by resolution of the Board of Directors.

     Section 3. Telephone and Similar Meetings. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, the shareholders, members of the Board of Directors or members of any committee of the Board of Directors may participate in and hold a meeting of such shareholders, the Board of Directors or committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meting is not lawfully called or convened.

     Section 4. Distributions and Share Dividends. Subject to statute and any provision of the Articles of Incorporation, distributions in the form of cash or property or share dividends may be declared by the Board of Directors at any regular or special meeting.

     Section 5. Amendment of Bylaws. Unless otherwise provided by law, the Articles of Incorporation or these bylaws, these bylaws may be altered, amended or repealed, or new bylaws may be adopted, by the shareholders or the Board of Directors, subject to the shareholders providing in amending, repealing or adopting a particular bylaw that it may not be amended or repealed by the Board of Directors.

7

EX-3.87

Exhibit 3.87

Secretary of States	CONTROL NUMBER	:     K925362
Corporations Division	EFFECTIVE DATE	:     06/15/1999
315 West Tower	COUNTY	:     DEKALB
2 Martin Luther King, Jr. Dr.	REFERENCE	:     0033
Atlanta, Georgia 30334-1530	PRINT DATE	:     06/18/1999
	FORM NUMBER	:     356

THOMAS E. PRIOR
3300 NORTHEAST EXPRESSWAY
SUITE 8-B
ATLANTA GA 30341

CERTIFICATE OF ORGANIZATION

I, Cathy Cox, the Secretary of State of the State of Georgia, do hereby certify under the seal of my office that

NEWINVOICE, L.L.C.
A GEORGIA LIMITED LIABILITY COMPANY

has been duly organized under the laws of the State of Georgia on the effective date stated above by the filing of articles of organization in the office of the Secretary of State and by the paying of fees as provided by Title 14 of the Official Code of Georgia Annotated.

WITNESS my hand and official seal in the city of Atlanta and the State of Georgia on the date set forth above.

	CATHY COX SECRETARY OF STATE

ARTICLES OF ORGANIZATION
NEWINVOICE, L.L.C.

I.

     NAME: The name of the limited liability company is NewInvoice, L.L.C.

II.

     MANAGEMENT: Management of the limited liability company of NewInvoice, L.L.C. is vested in three managers: Thomas E. Prior, Richard Lee Rollins, and Steven C. Quarles, all of 3300 Northeast Expressway, Suite 8-B, Atlanta, Georgia 30341.

III.

     PURPOSE: NewInvoice, L.L.C. is formed for the purpose of creating and marketing technology products and services, and any other purposes permitted by law.

     IN WITNESS WHEREOF, the undersigned has executed these Articles of Organization on June 11, 1999.

By:	/s/ Thomas E. Prior
	Thomas E. Prior, Manager
	of NewInvoice, L.L.C.

CATHY COX
Secretary of States OFFICE OF SECRETARY OF STATE
CORPORATIONS DIVISION
315 West Tower, #2 Martin Luther King, Jr. Drive
Atlanta, Georgia 30334-1530
(404) 656-2817
Registered agent, officer, entity status information via the Internet
http://www.sos.state.ga.us/corporations WARREN RARY
Director

QUINTILIS B. ROBINSON
Deputy Director

TRANSMITTAL INFORMATION
GEORGIA LIMITED LIABILITY COMPANY

do not write in shaded area - sos use only

DOCKET #		K91670345		PENDING #	P282735	CONTROL #		K925362
DOCKET CODE	356	DATE FILED	6/15/99	AMOUNT RECEIVED	75	CHECK/RECEIPT #		15423
TYPE CODE	GL	EXAMINER	33	JURISDICTION (COUNTY) CODE			44

NOTICE TO APPLICANT: PRINT PLAINLY OR TYPE REMAINDER OF THIS FORM

1.	K91590075 LLC Name Reservation Number
	NewInvoice, L.L.C. LLC Name
2.	Thomas E. Prior                                                (707) 234-9181 Applicant/Attorney                                         Telephone Number
	Morris, Schneider & Prior                     3300 Northeast Expressway, Suite 8-B Address
	Atlanta,                    GA                      30341 City                        State                     Zip Code
3.	3300 Northeast Expressway, Suite 8-B Principal Office Mailing Address
	Atlanta,                   GA                     30341 City                      State                     Zip Code
4.	Thomas E. Prior Name of Registered Agent in Georgia
	3300 Northeast Expressway, Suite 8-B Registered Office Street Address in Georgia
	Atlanta                    DeKalb                    GA                    30341 City                           County                    State                  Zip Code
5.	Name and Address of each organizer (Attach additional sheets if necessary)
	Thomas E. Prior,                    3300 Northeast Expressway, Suite 8-B,                     Atlanta,                    GA                      30341 Organizer                                                    Address                                                       City                       State                    Zip Code
	Organizer                                Address                                                                           City                      State                    Zip Code
6.	Mail or deliver to the Secretary of State, at the above address, the following:

1)	This transmittal form
2)	Original and one copy of the Articles of Organization
3)	Filing fee of $75.00 payable to Secretary of State. Filing fees are NON-refundable.

/s/ Thomas E. Prior	June 15, 1999
Authorized Signature	Date
Member Manager Organizer or Attorney-in-fact (Circle one)

Request certificates and reserve names via the Internet: http://www.sos.state.ga.us/corporations/request.htm

EX-3.88

Exhibit 3.88

AMENDED AND RESTATED OPERATING AGREEMENT

OF

NEWINVOICE, L.L.C.

ANY SECURITIES CREATED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE GEORGIA SECURITIES ACT OF 1973, AS AMENDED, IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION SET FORTH IN SECTION 10-5-9(13) OF SUCH ACT. IN ADDITION, THE SECURITIES CREATED BY THIS AGREEMENT, IF ANY, HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM SUCH REGISTRATION SET FORTH IN THE SECURITIES ACT OF 1933 PROVIDED BY SECTION 4(2) THEREOF, NOR HAVE THEY BEEN REGISTERED WITH THE SECURITIES COMMISSION OF CERTAIN STATES IN RELIANCE UPON CERTAIN EXEMPTIONS FROM REGISTRATION. THE EQUITY INTERESTS CREATED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD OR TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND IN A TRANSACTION WHICH IS EITHER EXEMPT FROM REGISTRATION UNDER SUCH ACTS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACTS.

ARTICLE 1

DEFINITIONS

     The following capitalized terms are used in this Amended and Restated Operating Agreement with the meanings thereafter ascribed:

     “Affiliate” means (a) in the case of an individual, any relative of such Person, (b) any officer, director, trustee, partner, manager, employee or holder often percent (10%) or more of any class of the voting securities of or equity interest in such Person; (c) any corporation, partnership, limited liability company, trust or other entity controlling, controlled by or under common control with such Person; or (d) any officer, director, trustee, partner, manager, employee or holder of ten percent (10%) or more of the outstanding voting securities of any corporation, partnership, limited liability company, trust or other entity controlling, controlled by or under common control with such Person.

     “Articles of Organization” means the Articles of Organization of NewInvoice, L.L.C., as filed with the Secretary of State of Georgia as the same may be amended from time to time.

     “Business of the Company” means the any lawful business in which the company may engage.

     “Capital Account” means a capital account maintained in accordance with the rules contained in Treas. Reg. §1.704-1(b)(2) as maintained in accordance with applicable rules under the Code and as set forth in Treas. Reg, §1-704-1(b)(2)(4) as amended from time to time.

     “Capital Contribution” means any contribution to the capital of the Company in cash, services or property by a Shareholder whenever made.

     “Code” means the Internal Revenue Code of 1986, as amended from time to time.

     “Company” means NewInvoice, L.L.C.

     “Deceased Shareholder” has the meaning ascribed to such term in Section 7.5 hereof.

     “Disposition” means any transfer or attempted transfer of all or any part of the rights and incidents of ownership of the Shares, including, in the case of a Shareholder, the right to vote, and the right to possession of Shares as collateral for indebtedness, whether such transfer is outright or conditional, inter vivos or testamentary, voluntary or involuntary, or for or without consideration.

     “Distributable Cash” means all cash, revenues, and funds received by the Company from Company operations, less the sum of the following to the extent paid or set aside by the Company; (a) all principal and interest payments on indebtedness of the Company and all other sums paid to lenders; (b) all cash expenditures incurred incident to the normal operation of the Company’s business; (c) such Reserves as the Board of Managers deems reasonably necessary to the proper operation of the Company’s business; and (d) any amounts due to FNFS pursuant to transactions described in Section 5.8(b) or Section 5.8(h).

     “Economic Interest” means a Shareholder’s share of the Company’s Net Profits, Net Losses, and distributions of the Company’s assets pursuant to this Operating Agreement which share shall,

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[ILLEGIBLE] as set forth immediately below, be equal to the quotient of the number of Shares held of record by such Shareholder divided by the total number of Shares then outstanding.

     “Economic Interest Holder” means a holder of Shares which only represent an Economic Interest and not any right to vote or otherwise participate in the affairs or management of the Company.

     “Entity” means any general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative, or association or any foreign trust or foreign business organization.

     “Event of Dissociation” means an event so defined in O.C.G.A. § 14-11-601.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended.

     “Fair Market Value” at any time and from time to time means the quotient of (a) the fair market value of the Company as of the date immediately prior to the relevant meaning, as determined in good faith by the Board of Managers of the Company, divided by (b) the total number of Shares outstanding on the applicable date. In making the determination of the Fair Market Value pursuant to this subsection, the Board of Managers shall assume that fair market value of the Company is equal to the amount which would be paid in cash for the Company, as a going concern, by an unaffiliated third party financial buyer, and may take into account such additional factors as may be relevant to such valuation. The Board of Managers may, but shall not be obligated to, engage the services of a reputable, experienced investment banking firm to assist it in the determination of Fair Market Value. [ILLEGIBLE] of determining Fair Market Value shall be borne by the Company.

     “Fiscal Year” means the Company’s fiscal year, which shall be the calendar year.

     “FNFS” shall mean Fidelity National Foreclosure Solutions, Inc., a Delaware corporation.

     “Georgia Act” means the Georgia Limited Liability Company Act.

     “Manager” means one or more Persons designated or elected to the Board of Managers pursuant to this Operating Agreement.

     “Net Capital Contributions” as to a Shareholder means the aggregate Capital Contribution by such Shareholder reduced by the amounts distributed to such Shareholder as returns of capital.

     “Net Losses” means the Company’s taxable loss as computed under of the Code.

     “Net Profits” means the Company’s taxable income and gain as computed under the Code.

     “New Securities” has the meaning ascribed to such term in Section 7.9 hereof.

     “Officer” means one or more persons appointed by the Board of Managers pursuant to Article 6 hereof.

     “Operating Agreement” means this Amended and Restated Operating Agreement as [ILLEGIBLE] executed and as amended from time to time.

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     “Permitted Disposition” means a Disposition by an assignment of an Economic Interest in the Company (evidenced by the Shares to be assigned):

          (a) to which each Shareholder consents in writing;

          (b) effected pursuant to the provisions of Section 13.1 hereof;

          (c) to a member of such Shareholder’s immediate family, as defined in the regulations promulgated under Section 16 of the Exchange Act, or to any trust for his or their benefit; or

          (d) a Disposition in accordance with Article 16 hereof.

     The foregoing notwithstanding, no Permitted Disposition shall entitle the transferee to the rights and benefits of a Shareholder, unless and until such transferee is admitted to the Company as a Shareholder in the manner described in Article 14 hereof. In addition, no Disposition shall be a Permitted Disposition unless the Transferring Shareholder shall have obtained the written agreement of the transferee, that such transferee will be bound by, and the Shares proposed to be transferred will be subject to, the restrictions on transfer in Article 13 of this Operating Agreement.

     “Person” means any individual or entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of such “Person” where the context so permits.

     “Preferred Return” means an amount computed as if it were interest as to each Shareholder’s Net Capital Contributions, from time to time, at the rate of twelve percent (12%) per annum compounded annually.

     “Prime Rate” means the “prime rate” as announced from time to time by Wachovia or its successor.

     “Reserves” means with respect to any fiscal period, funds set aside or amounts allocated during such period to reserves which shall be maintained in amounts deemed sufficient by the Board of Managers for working capital and to pay taxes, insurance, debt service, or other costs or expenses incident to the ownership or operation of the Company’s business.

     “Rollins” shall mean Richard Rollins, an individual.

     “Rollins Employment Agreement” shall mean that certain Employment Agreement by and between Rollins and the Company, dated as of January 1, 2002.

     “Shareholder” means a “member” of this limited liability company, as the term “member” is defined in the Georgia Act, who executes a counterpart of this Operating Agreement as a Shareholder as well as each party who may hereafter become member pursuant to this Operating Agreement. If a Manager has purchased or received a Shareholder Interest in the Company, such Manager will have all the rights of a Shareholder with respect to such Shareholder Interest, and the term “Shareholder” as used herein shall include a Manager to the extent such Manager has purchased a Shareholder Interest in the Company. If a Person is a Shareholder immediately prior to the purchase or other acquisition by such Person of an Economic Interest, such Person shall have all the rights of a Shareholder with respect to such purchased or otherwise acquired Shareholder Interest or Economic Interest, as the case may be.

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     “Shareholder Interest” means a Shareholder’s entire interest in the Company consisting of such Shareholder’s Economic Interest together with the right to vote on, consent to, or otherwise participate in any decision or action of or by the Shareholders granted pursuant to this Operating Agreement or the Georgia Act. A Shareholder is entitled to one vote for each Share held by such Shareholder on all matters that require or are submitted by the Board of Managers to a vote or other action by the Shareholders.

     “Shares” are the basis for determining a Shareholder’s share of the Net Profits and Net Losses, distributions of the Company’s assets pursuant to this Operating Agreement, and the voting rights of Shareholders. Shares shall be evidenced by certificates in the form approved by the Board of Managers. Each Share held of record by a Shareholder shall entitle the Shareholder to one vote on all matters which require or which are submitted for Shareholder approval unless and until such voting rights are terminated as to a Share or Shares pursuant to Section 13.2.

     “Transferring Shareholder” means Shareholder who sells, assigns, pledges, hypothecates, or otherwise transfers for consideration or gratuitously all or any portion of the Shares held of record by such Shareholder.

     “Treasury Regulations” or “Regulations” means the Federal Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

     “Withdrawing Shareholder” means a Shareholder that undergoes or incurs an Event of Dissociation within the meaning of O.C.G.A.
§ 14-11-601.

ARTICLE 2

FORMATION OF COMPANY

     Section 2.1 Formation. The Company was formed on June 15, 1999 by having Articles of Organization delivered to the Secretary of State of Georgia in accordance with the provisions of the Georgia Act.

     Section 2.2 Name. The name of the Company is NewInvoice, L.L.C.

     Section 23 Principal Place of Business. The principal place of business of the Company within the State of Georgia is 3300 Northeast Expressway, Suite 8-B, Atlanta, GA 30341. The Company may locate its places of business and registered office at any other place or places within or outside the State of Georgia as the Board of Managers may from time to time deem advisable.

     Section 2.4 Registered Office and Registered Agent. The Company’s initial registered office shall be at the office of its registered agent, Thomas E. Prior. The registered office and registered agent may be changed from time to time pursuant to the Georgia Act and the applicable rules promulgated thereunder.

     Section 2.5 Term. The term of the Company shall commence on the date the Articles of Organization were filed with the Secretary of State of Georgia and shall continue until dissolved in accordance with the provisions of this Operating Agreement.

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ARTICLE 3

BUSINESS OF COMPANY

     The Company may engage in any lawful business whatsoever, or which shall at any time appear conducive to or expedient for the protection or benefit of the Company and its assets. The Company shall have all powers necessary to or reasonably connected with the Company’s business which may be legally exercised by a limited liability company under the Georgia Act or which are necessary, customary, convenient, or incident to the realization of its business purpose.

ARTICLE 4

NAMES AND ADDRESSES OF SHAREHOLDERS

     The names and addresses of the Shareholders are set out on Schedule 1 hereto under the caption “Shareholder’s Name and Address.”

ARTICLE 5

RIGHTS AND DUTIES OF MANAGERS

     Section 5.1 Management. The full and entire management of the business and affairs of the Company shall be vested in the Board of Managers, which shall have and may exercise all of the powers that may be exercised or performed by the Company. Except for situations in which the approval of the Shareholders is expressly required by this Operating Agreement or by nonwaivable provisions of applicable law, the Board of Managers shall have full and complete authority, power, and discretion to manage and control the business, affairs, and properties of the Company, to make all decisions regarding those matters, and to perform any and all other acts or activities customary or incident to the management of the Company’s business.

     Section 5.2 Number, Tenure and Qualifications. The Board of Managers shall initially consist of four (4) persons, one (1) of whom shall be appointed by Rollins, and three (3) of whom shall be appointed by FNFS. The initial Rollins appointee shall be Richard Rollins, and the initial FNFS appointees shall be Ernie Smith, Greg Whitworth and Clay Cornett. Managers shall be elected at each annual meeting of Shareholders and shall hold office until the first to occur of the death (or dissolution as the case may be), resignation, or removal of such Manager, or until a successor to such Manager shall have been elected and qualified. Notwithstanding anything to the contrary herein, at all times during which Rollins is a Member of Company he shall be entitled to appoint a single representative to the Board of Managers.

     Section 5.3 Manner of Action, Quorum. At any time when there is more than one Manager, the Board of Managers may not take any action permitted to be taken by the Board of Managers unless the Board of Managers act at any regular or special meeting held in accordance with Section 5.5 hereof or by unanimous written consent in accordance with Section 5.6 of this Operating Agreement. A majority of the Board of Managers shall constitute a quorum for the transaction of business at any meeting. All resolutions adopted and all business transacted by the Board of Managers shall require the affirmative vote of a majority of the Managers present at the meeting. Managers need not be residents of the State of Georgia or Shareholders of the Company.

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     Section 5.4 Vacancies. Rollins may fill the place of any Manager appointed by Rollins in accordance with Section 5.2, which may become vacant prior to the expiration of his term, such appointment to continue until the expiration of the term of the Manager whose place has become Vacant FNFS may fill the place of any Manager appointed by FNFS in accordance with Section 5.2, which may become vacant prior to the expiration of his term, such appointment to continue until the expiration of the term of the Manager whose place has become vacant.

     Section 5.5 Meetings. The Managers shall meet annually, without notice, following the annual meeting of the Shareholders. The Board of Managers may set any number of regular meetings by resolution. No notice need be given for any annual or regular meeting of the Board of Managers. Special meetings of the Managers may be called at any time by the President or by any two Managers, on two days’ written notice to each Manager, which notice shall specify the time and place of the meeting. Notice of any such meeting may be waived by an instrument in writing executed before or after the meeting. Managers may attend and participate in meetings either in person or by means of conference telephones or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by means of such communication equipment shall constitute presence in person at such meeting. Attendance in person at such meeting shall constitute a waiver of notice thereof.

     Section 5.6 Action in Lieu of Meeting. Any action to be taken at a meeting of the Managers, or any action that may be taken at a meeting of the Managers, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Managers and any further requirements of law pertaining to such consents have been complied with.

     Section 5.7 Removal. Subject to Rollin’s rights under the last sentence of Section 5.2 above, any Manager may be removed from office, with or without cause, upon the majority vote of the Shareholders, at a meeting with respect to which notice of such purpose is given.

     Section 5.8 Certain Powers of the Board of Managers. The Board of Managers shall have plenary power and authority to conduct the business of the Company. Without limiting the generality of the preceding sentence or the powers described in Section 5.1 hereof, the Board of Managers shall have full power and authority to authorize the Company:

          (a) To acquire property from any Person as the Board of Managers may determine. The fact that a Manager or a Shareholder is directly or indirectly affiliated or connected with any such Person shall not prohibit the Board of Managers from dealing with that Person.

          (b) To borrow money for the Company from banks, other lending institutions, one or more Managers, Shareholders, or Affiliates of a Manager or Shareholder on such terms as the Managers deem appropriate, and in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums; provided, however, that such loans from any Manager, Shareholder, or Affiliates of a Manager or Shareholder shall be upon terms as would be commercially reasonable in an arm’s-length transaction of a similar nature between nonaffiliated or non-interested parties. No debt shall be contracted or liability incurred by or on behalf of the Company except by the Board of Managers, or to the extent permitted under the Georgia Act, by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Board of Managers.

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          (c) To purchase liability and other insurance to protect the Company’s property and business.

          (d) To invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments.

          (e) Upon the affirmative vote of the Shareholders holding at least a majority of the Shares held by Shareholders, to sell or otherwise dispose of all or substantially all of the assets of the Company as part of a single transaction or plan so long as such disposition is not in violation of or a cause of a default under any other agreement to which the Company may be bound. The affirmative vote of the Shareholders shall not be required with respect to any sale or disposition of the Company’s assets in the ordinary course of the Company’s business.

          (f) To execute on behalf of the Company all instruments and documents, including, without limitation, checks; drafts; notes and other negotiable instruments; mortgages or deeds of trust; security agreements; financing statements; documents providing for the acquisition, mortgage or disposition of the Company’s property; assignments; bills of sale; leases; partnership agreements, operating agreements of other limited liability companies; and any other instruments or documents necessary, in the opinion of the Board of Managers, to the business of the Company.

          (g) To employ accountants, legal counsel, managing agents, or other experts to perform services for the Company and to compensate them from Company funds.

          (h) To enter into any and all other agreements and transactions on behalf of the Company, with any other Person for any purpose, in such forms as the Board of Managers may approve, including agreements and transactions with one or more Managers, Shareholders, or Affiliates of a Manager or Shareholder; provided, however, that such agreements and transactions with any Manager, Shareholder, or Affiliates of a Manager or Shareholder shall be upon terms as would be commercially reasonable in an arm’s-length transaction of a similar nature between nonaffiliated or non-interested parties.

          (i) To create offices and to delegate executive responsibility to them, and to appoint individuals, who need not be Managers, to serve as such officers at the pleasure of the Board of Managers.

          (j) To do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business.

          (k) To issue authorized but unissued Shares and New Securities for such consideration as the Board of Managers deems appropriate; provided, however, that so long as Rollins is serving on the Board of Managers, no such action may be taken without his express written consent.

          (l) To fix, without Shareholder action, the relative rights, privileges, preferences as to (i) allocations of taxable income, gain, and loss, (ii) distributions, and voting power of any special class or series of unissued Shares and New Securities; provided, however, that so long as Rollins is serving on the Board of Managers, no such action may be taken without his express written consent.

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     Unless authorized by the Board of Managers, no attorney-in-fact, employee, or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit, or to render it liable pecuniarily for any purpose. No Shareholder shall have any power or authority to bind the Company unless the Shareholder has been authorized by the Board of Managers to act as an agent of the Company in accordance with the previous sentence.

     Section 5.9 Liability for Certain Acts. No Manager shall be liable to the Company or to any Shareholder for any loss or damage sustained by the Company or any Shareholder except loss or damage resulting from (a) intentional misconduct, (b) knowing violation of law, or (c) a transaction from which such Manager received an improper personal benefit in violation or breach of the provisions of this Operating Agreement. The Managers shall be entitled to rely on information, opinions, reports, or statements, including but not limited to financial statements or other financial data, prepared or presented by any Officer or by third persons employed by an Officer.

     Section 5.10 Indemnity of the Managers, Employees, and Other Agents. To the fullest extent permitted by the Georgia Act, the Company shall indemnify the Managers and its officers, if any, from and against all costs of defense (including reasonable fees), judgments, fines, and amounts paid in settlement suffered by a Manager because a Manager was made a party to an action because the Manager is or was a Manager or an Officer of the Company or an officer, director, partner, or manager of another Person at the request of the Company, and make advances for expenses to such Managers and officers with respect to such matters to the maximum extent permitted under applicable law.

     Section 5.11 Resignation. Any Manager of the Company may resign at any time by [ILLEGIBLE] written notice to the Shareholders of the Company. The resignation of any Manager as a Manager shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The resignation of a Manager who is also a Shareholder shall not affect the Manager’s rights as a Shareholder and shall not constitute an Event of Dissociation as to such Manager.

     Section 5.12 Officer’s and Manager’s Compensation. Any salaries and other compensation of the Officers shall be fixed by the Board of Managers, and no Officer shall be prevented from receiving such salary by reason of the fact that he is also a Shareholder of the Company. Managers who are employees of the Company shall not receive special or separate compensation for serving as the Board of Managers, but may receive compensation as Officers or employees. Notwithstanding anything to the contrary in this Section 5.12, the terms and conditions of Rollins employment as President of the Company shall be governed exclusively by that certain Employment Agreement (“Rollins Employment Agreement”) of even date herewith by and between the Company and Rollins for such period as the Rollins Employment Agreement remains in effect.

ARTICLE 6

OFFICERS

     Section 6.1 General Provisions. The Officers of the Company shall consist of a President, a CEO, a Secretary, and a Treasurer who shall be elected by the Board of Managers, and such other officers as may be elected by the Board of Managers or appointed as provided in this Operating Agreement. Each Officer shall be elected or appointed for a term of office running until

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the meeting of the Board of Managers following the next annual meeting of the Shareholders, or such other term as provided by resolution of the Board of Managers or the appointment to office. Each Officer shall serve for the term of office for which he or she is elected or appointed and until his or her successor has been elected or appointed and has qualified or his or her earlier resignation, removal from office, or death. Any two or more offices may be held by the same person, except that the President and the Secretary shall not be the same person. Notwithstanding anything to the contrary in this Section 6.1, Rollins may not be removed as the President of the Company except in accordance with the terms and conditions of the Rollins Employment Agreement for such period as the Rollins Employment Agreement remains in effect.

     Section 6.2 CEO. The CEO shall be the chief executive officer of the Company and shall have general and active management of the operation of the Company subject to the authority of the Board of Managers. The CEO, along with the President, shall be responsible for the administration of the Company, including general supervision of the policies of the Company and general and active management of the financial affairs of the Company, and shall execute bonds, mortgages, or other contracts in the name and on behalf of the Company. The initial CEO shall be Greg Whitworth.

     Section 6.3 President. The President shall have general and active management of the operation of the Company subject to the authority of the Board of Managers and CEO. The President, along with the CEO, shall be responsible for the administration of the Company, including general supervision of the policies of the Company and general and active management of the financial affairs of the Company, and shall execute bonds, mortgages, or other contracts in the name and on behalf of the Company. The initial President shall be Richard Rollins.

     Section 6.4 Vice Presidents. The Company may have one or more Vice Presidents, elected by the Board of Managers or appointed by the President, who shall perform such duties and have such powers as may be delegated by the President or the Board of Managers.

     Section 6.5 Secretary. The Secretary shall keep minutes of all meetings of the Shareholders and the Board of Managers and have charge of the minute books and shall perform such other duties and have such other powers as may from time to time be delegated to him or her by the CEO, President or the Board of Managers.

     Section 6.6 Treasurer. The Treasurer shall be charged with the management of the financial affairs of the Company, shall have the power to recommend action concerning the Company’s affairs to the President, and shall perform such other duties and have such other powers as may from time to time be delegated to him or her by the CEO, President or the Board of Managers. The same person may simultaneously serve as Secretary and Treasurer.

     Section 6.7 Assistant Secretaries and Treasurers. Vice Presidents, Assistants to the Secretary and Treasurer and such other officers as may be designated from time to time may be appointed by the President or elected by the Board of Managers and shall perform such duties and have such powers as shall be delegated to them by the CEO, President or the Board of Managers.

     Section 6.8 General Counsel. The General Counsel shall be charged with management of the legal affairs of the Company and shall perform such other duties and have such other powers as the CEO, President, or Board of Managers shall delegate to him. The same person may simultaneously serve as CEO and General Counsel.

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ARTICLE 7

RIGHTS AND OBLIGATIONS OF SHAREHOLDERS

     Section 7.1 Limitation on Liability. Each Shareholder’s liability shall be limited as provided for “members” in the Georgia Act.

     Section 7.2 No Liability for Company Obligations. No Shareholder will have any personal liability for any debts or losses of the Company beyond such Shareholder’s Capital Contributions, except as provided by law.

     Section 7.3 List of Shareholders. Upon written request of any Shareholder, the CEO or President shall provide a list showing the names, addresses, and the number of Shares owned of record by all Shareholders and the other information required by the Georgia Act.

     Section 7.4 Priority and Return of Capital. Except as may be expressly provided in Article 11, no Shareholder shall have priority over any other Shareholder, either as to the return of Capital Contributions or as to Net Profits, Net Losses, or distributions. This Section 7.4 shall not apply to loans (as distinguished from Capital Contributions) that a Shareholder has made to the Company.

     Section 7.5 Purchase Upon Death. Upon the death of any Shareholder (the “Deceased Shareholder”), the Company shall have the irrevocable option, exercisable for 6 months after the date of death of the Deceased Shareholder, to purchase from the estate of such Deceased Shareholder, all shares then owned by the estate of the Deceased Shareholder. The purchase price for such Shares shall be the Fair Market Value and shall be paid by delivery of an promissory note of the Company secured by the assets of the Company (subject to any prior liens, encumbrances or other security interests), payable to the order of the Deceased Shareholder (or the personal representative, executor, or administrator of the Deceased Shareholder, as the case may be), and bearing interest at the Prime Rate in effect on the date of the closing plus two percentage points, with accrued and unpaid interest being due on each principal installment payment date. The principal amount of such note shall be paid by delivery of twenty percent (20%) of the principal amount by check or wire transfer at the closing of such buyout, and the remaining eighty percent (80%) in the form of an unsecured promissory note executed by the Company, payable to the order of Deceased Shareholder (or the personal representative, executor, or administrator of the Deceased Shareholder, as the case may be), and bearing interest at the Prime Rate in effect on the date of the closing plus two percentage points, with accrued and unpaid interest being due on each principal installment payment date. The principal amount of such note shall be payable in twenty (20) equal quarterly installments. Payment of quarterly installments shall commence on the first three-month anniversary of the closing date of any purchase of Shares pursuant to this Section 7.5.

     Section 7.6 Failure to Deliver Shares to the Company. If a Shareholder becomes obligated to sell any Shares to the Company or to FNFS under this Operating Agreement (the “Obligated Shareholder”) and fails to deliver such Shares in accordance with the terms of this Operating Agreement, the Company or FNFS may, in addition to all other remedies it or they may have, tender to the Obligated Shareholder, at the address set forth in the Share transfer records of the Company, the purchase price for such Shares as is herein specified, and (i) in the case of Shares to be sold to the Company pursuant to this Operating Agreement, cancel such Shares on its books and records whereupon all of the Obligated Shareholder’s right, title, and interest in and to such Shares

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[ILLEGIBLE] terminate, (ii) in the case of Shares to be sold to FNFS under this Operating Agreement, issue certificates representing such Shares to FNFS and register FNFS on its Company’s books and records as the record owner of the Shares whereupon all of the Obligated Shareholder’s right, title, and interest in and to such Shares shall terminate.

     Section 7.7 Company’s Inability to Purchase. If the Company is entitled to purchase the Shares of a Shareholder pursuant to this Operating Agreement and the Company at such time is unable to fulfill its obligations hereunder because of the Company’s commitments to creditors or because the Board of Managers has determined that the Company does not have financial wherewithal to perform the obligation of the Company, the Company may assign its rights or delegate its obligations hereunder to FNFS, which. FNFS shall have the right to purchase all of such Shares and then perform all of the obligations of the Company, and exercise all rights of the Company, with respect to the purchase of such Shares.

     Section 7.8 Status of Shares Purchased by Company. Shares purchased by the Company pursuant hereto shall not be deemed to be outstanding, and shall revert to authorized, and unissued Shares.

     Section 7.9 Preemptive Rights to Purchase New Securities. The Company hereby grants to each Shareholder the right to purchase a pro rata share of any New Securities, as hereinafter defined (the “Purchase Right”), which the Company may, from time to time, propose to sell and issue (which issuance has been approved in accordance with Section 9.5 and/or Article 14, as the case may be). A pro rata share, for purposes of this Purchase Right, is a fraction, the numerator of which is the number of Shares then held by a Shareholder, and the denominator of which is the total number of shares then outstanding.

          (a) Except as set forth below, “New Securities” shall mean any Ownership Interest, whether now authorized or not, and any rights, options, or warrants to purchase said Ownership Interest, and securities of any type that are, or may become, convertible into Ownership Interest. Notwithstanding the foregoing, “New Securities” does not include: (i) securities offered to the public generally pursuant to a registration statement filed pursuant to the Securities Act of 1933, as amended (the “1933 Act”), or pursuant to Regulation A under the 1933 Act; (ii) securities issued pursuant to the acquisition of another Person by the Company by a merger, share exchange, the purchase of substantially all of the assets, or other reorganization whereby the Company or its Shareholders own not less than fifty-one percent (51%) of the voting power of the surviving or successor Person; (iii) Shares or related options exercisable for Shares issued to employees of, Officers, and Managers of the Company pursuant to any plan or arrangement approved by the Board of Managers of the Company; (iv) securities issued pursuant to any rights or agreements including without limitation convertible securities, options, and warrants, provided that the Purchase Right under this Section applies with respect to the initial sale of New Securities or the grant by the Company of such rights or agreements; (v) securities issued in connection with any recapitalization by the Company; or (vi) securities issued pursuant to the anti-dilution provisions of any now or hereafter outstanding option, warrant, right, or convertible security.

          (b) In the event the Company proposes to undertake an issuance of New Securities (which issuance shall be approved in accordance with Section 9.5 and/or Article 14, as the case may be), it shall give each Shareholder written notice of its intention, describing the type of New Securities, and the price and terms upon which the Company proposes to issue the New Securities. Each Shareholder shall have fifteen (15) days from the date of receipt of any such notice

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[ILLEGIBLE] to purchase up to its respective pro rata portion of shares of such New Securities for the price and upon the terms specified in the notice by giving written notice to the Company of such Shareholder’s intentions and stating therein the quantity of New Securities to be purchased by such Shareholder.

          (c) In the event a Shareholder fails to exercise the Purchase Right within said fifteen (15) day period, the Company shall have ninety (90) days thereafter to sell or enter into a written agreement (pursuant to which the sale of New Securities covered thereby shall be completed, if at all, within sixty (60) days from the date of said agreement) to sell the New Securities not purchased by the Shareholders at a price and upon such terms which are no more favorable to the purchaser of such New Securities than specified in the Company’s notice to the Shareholders. In the event the Company has not sold the New Securities or entered into a written agreement to sell the New Securities within said ninety (90) day period (or completed the sale of the New Securities within sixty (60) days from the date of said agreement, as provided above), the Company shall not thereafter issue or sell any New Securities without first offering such securities in the manner provided in this Section.

          (d) The Purchase Right granted to a Shareholder under this Section shall expire upon the date such Shareholder no longer owns any Shares.

ARTICLE 8

MEETINGS OF SHAREHOLDERS

     Section 8.1 Annual Meeting. A meeting of Shareholders shall be held annually, within four (4) months of the end of the fiscal year of the Company. The annual meeting shall be held at such time and place and on such date as the Board of Managers shall determine from time to time and as shall be specified in the notice of the meeting. Failure to hold the annual meeting of Shareholders as provided above shall not invalidate any actions taken by the Company after the failure to hold the annual meeting as provided above.

     Section 8.2 Special Meetings. Special meetings of Shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by any Manager, and shall be called by the President upon the written request of a Shareholder or Shareholders holding at least 25% of the then outstanding Shares held by Shareholders. Special meetings of Shareholders shall be held at such time and place and on such date as shall be specified in the notice of the meeting.

     Section 8.3 Place of Meetings. Annual or special meetings of Shareholders may be held within or outside the State of Georgia.

     Section 8.4 Notice of Meetings. Written notice of annual or special meetings of Shareholders stating the place, day, and hour of the meeting shall be given not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the Board of Managers or person calling the meeting, to each Shareholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given two calendar days after being deposited in the United States mail, addressed to each Shareholder at the address of each Shareholder as it appears on the books of the Company, with postage thereon prepaid. Notice, of a meeting may [ILLEGIBLE] waived by an instrument in writing executed before or after the meeting. The waiver need not [ILLEGIBLE] the purpose of the meeting or the business transacted. Attendance at such meeting in person

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or by proxy shall constitute a waiver of notice thereof. Notice of any special meeting of Shareholders shall state the purpose or purposes for which the meeting is called.

     Section 8.5 Meeting of all Shareholders. If all of the Shareholders shall meet at any time and place, either within or outside of the State of Georgia, and consent to the holding of a meeting at such time and place, such meeting shall be valid without call or notice, and at such meeting any lawful action may be taken.

     Section 8.6 Record Date. For the purpose of determining Shareholders entitled to notice of or to vote at any meeting of Shareholders or any adjournment thereof, or Shareholders entitled to receive payment of any distribution, or in order to make a determination of Shareholders for any other purpose, the date on which notice of the meeting is mailed or the date on which the resolution declaring such distribution is adopted, as the case may be, shall be the record date for such determination of Shareholders. When a determination of Shareholders entitled to vote at any meeting of Shareholders has been made as provided in this Section 8.6, such determination shall apply to any adjournment thereof.

     Section 8.7 Quorum. At all meetings of Shareholders, a majority of the outstanding Shares held by Shareholders represented at the meeting in person or by proxy, shall constitute a quorum for the transaction of business. In the absence of a quorum at any such meeting, a majority of the Shares so represented may adjourn the meeting from time to time for a period not to exceed sixty (60) days without further notice. However, if at the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Shareholder of record entitled to vote at the meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The Shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal during such meeting of that number of Shares whose absence would cause less than a quorum to be present.

     Section 8.8 Manner of Acting. If a quorum is present, the affirmative vote of Shareholders holding a majority of the Shares represented at the meeting, in person or by proxy and entitled to vote shall be the act of the Shareholders, unless the vote of a greater or lesser proportion or number is otherwise required by the Georgia Act, by the Articles of Organization, or by this Operating Agreement. Unless otherwise expressly provided herein or required under applicable law, Shareholders who have an interest (economic or otherwise) in the outcome of any particular matter upon which the Shareholders vote or consent may vote or consent upon any such matter and their vote or consent, as the case may be, shall be counted in the determination of whether the requisite matter was approved by the Shareholders.

     Section 8.9 Actions Requiring Shareholder Approval. In addition to specific requirements for Shareholder action specified elsewhere in this Operating Agreement:

          (a) The Shareholders shall have the right, by the affirmative vote of Shareholders holding at least a majority of the Shares held by Shareholders to approve (i) the sale, exchange, or other disposition of all, or substantially all, of the Company’s assets (other than in the ordinary course of the Company’s business) which is to occur as part of a single transaction or plan, (ii) any merger of the Company into another Person, if the Company shall not be the survivor of the Merger and (iii) subject to Rollins’ rights under the last sentence of Section 5.2 above, election of Managers to the Board of Managers. Notwithstanding anything to the contrary above, during the first year of

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this Operating Agreement only, the actions specified in clauses (i) and (ii) of this section 8.9(a) may ,not be effected without the approval of Shareholders holding at least 81% of the outstanding Shares.

          (b) The Shareholders shall have the right, by the affirmative vote of Shareholders holding at least 81% of the Shares held by Shareholders to approve the amendment of the Operating Agreement (other than an amendment to reflect the designation by the Board of Managers of any special class or series of authorized but unissued Shares pursuant to the authority granted to the Board of Managers pursuant to Section 5.8(1) hereof).

          (c) The Shareholders shall have the right, by the affirmative vote of Shareholders holding 100% of the Shares held by Shareholders, to approve the admission of new Shareholders as provided in Article 14 hereof.

     Section 8.10 Proxies. At all meetings of Shareholders, a Shareholder may vote in person or by proxy executed in writing by the Shareholder or by a duly authorized attorney-in-fact. Such proxy shall be filed with the Board of Managers of the Company before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

     Section 8.11 Action by Shareholders Without a Meeting. Action required or permitted to be taken at a meeting of Shareholders may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, signed by the Shareholders holding a majority of the outstanding Shares held by Shareholders, or such greater number as may be required to approve such action and delivered to the Board of Managers of the Company for inclusion in the minutes or for filing with the Company records. Action taken under this Section 8.11 is effective when the Shareholders required to approve such action have signed the consent, unless the consent specifies a different effective date. The record date for determining Shareholders entitled to take action without a meeting shall be the date the first Shareholder signs a written consent.

     Section 8.12 Waiver of Notice. When any notice is required to be given to any Shareholder, a waiver thereof in writing signed by the person entitled to such notice, whether before, at, or after the time stated therein, shall be equivalent to the giving of such notice.

     Section 8.13 Meeting by Telephone; Action by Consent. Shareholders may also meet by conference telephone call if all Shareholders can hear one another on such call and the requisite notice is given or waived.

ARTICLE 9

AUTHORIZED CAPITAL, CAPITAL CONTRIBUTIONS, AND LOANS

     Section 9.1 Authorized Number of Shares. The maximum number of Shares that may be issued by the Company is 500, of which 100 Shares shall be issued to the initial Shareholders upon the execution of this Operating Agreement. The Board of Managers, shall have the authority without Shareholder action to issue all authorized but unissued Shares (including Treasury Shares) for such consideration as the Board of Managers deems appropriate. Pursuant to Section 5.8(1) hereof, the Board of Managers has the right, without Shareholder action to fix the terms of any special class or series of authorized but unissued Shares.

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     Section 9.2 Share Certificates. Shares shall be evidenced by a numbered certificate in such form as shall be approved by the Board of Managers, signed by the CEO or President and the Secretary. Any such Share certificates shall be kept in a book and shall be issued in consecutive order therefrom. The name of the person owning the Shares, the number of Shares, and the date of issue shall be entered on the stub of each certificate. Share certificates exchanged or returned shall be canceled by the Secretary and returned to their original place in the Share book.

     Section 9.3 Transfer of Shares. Transfers of Shares shall be made on the Share books of the Company by the Transferring Shareholder in person or by power of attorney, upon surrender of the old certificate evidencing the Shares to be transferred, duly assigned to the transferee, and only upon compliance with the provisions of this Operating Agreement.

     Section 9.4 Capital Contributions. Each initial Shareholder has made a Capital Contribution as set forth in Schedule 1 attached hereto and each Person who thereafter purchases Shares from the Company shall make a Capital Contribution in an amount determined by the Board of Managers.

     Section 9.5 Additional Contributions. Except as set forth in Section 9.4 hereof, no Shareholder shall be required to make any Capital Contributions or loans to the Company. To the extent approved by the Board of Managers and by the affirmative vote of Shareholders holding 100% of the Shares held by Shareholders, from time to time Shareholders may be permitted to make additional Capital Contributions and/or loans if and to the extent they so desire, and if the Board of Managers determine that such additional Capital Contributions and/or loans are necessary or appropriate in connection with the conduct of the Company’s business (including without limitation, expansion or diversification). In such event, Shareholders shall have the opportunity (but not the obligation) to participate in such additional Capital Contributions and/or loans on a pro rata basis in accordance with the number of Shares held of record.

     Section 9.6 Withdrawal or Reduction of Contributions to Capital.

          (a) A Shareholder shall not receive out of the Company’s property any part of such Shareholder’s Capital Contribution until all liabilities of the Company, except liabilities to Shareholder on account of their Capital Contributions, have been paid or there remains property of the Company sufficient to pay them.

          (b) A Shareholder, irrespective of the nature of such Shareholder’s Capital Contribution, has only the right to demand and receive cash in return for such Capital Contribution.

ARTICLE 10

DISTRIBUTIONS

     Section 10.1 Other Distributions. All distributions of cash or other property shall be made to Shareholders only using Distributable Cash, as follows:

          (a) First, to Shareholders and Economic Interest Holders until they have received their full Preferred Returns, such distribution to be in proportion to their accrued but unpaid Preferred Returns;

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          (b) Next, to the Shareholders and Economic Interest Holders in the proportion that the positive Capital Account balance of each such Shareholder and Economic Interest Holder bears to the positive Capital Account balance of all such Shareholders and Economic Interest Holders until such balances are reduced to zero;

          (c) Finally, to all Shareholders and Economic Interest Holders pro rata in accordance with the ratio that the number of Shares held of record by such Shareholder and Economic Interest Holder bears to all Shares then outstanding.

     Section 10.2 Minimum Distributions. The Company shall, unless restricted or prohibited by the Georgia Act or unless the Board of Managers unanimously determines otherwise, make at least annually distributions of Distributable Cash to Shareholders in an amount that is deemed by the Board of Managers sufficient to pay the combined estimated federal and state income tax liability of Shareholders resulting solely from inclusion of the operating results of the Company on the personal tax returns of the Shareholders. The Board of Managers shall not be required to consider the personal circumstances of Shareholders in making a determination of the estimated combined federal and state income tax liability of the Shareholders, and may make an assumption as to the “tax bracket” applicable to Shareholders as a group.

     Section 10.3 Limitation Upon Distributions. No distribution shall be made to Shareholders if the distribution is prohibited by the Georgia Act, and no distribution shall be made to Shareholders except from Distributable Cash.

     Section 10.4 Interest On and Return of Capital Contributions. No Shareholder or Economic Interest Holder shall be entitled to interest on its Capital Contribution or to the return of its Capital Contribution, except as otherwise specifically provided for herein.

     Section 10.5 Loans to Company. Nothing in this Operating Agreement shall prevent any Shareholder from making secured or unsecured loans to the Company by agreement with the Company in accordance with Section 5.8(b).

     Section 10.6 Prepayment of Distributions to Rollins. Provided the Company is not in default (or will not be in default as a result of any distributions contemplated by this Section 10.6) of (a) any of its principal and interest payment obligations on indebtedness of the Company and all other sums due to lenders, and (b) any amounts due to FNFS pursuant to transactions described in Section 5.8(b) or Section 5.8(h), during the term of the Rollins Employment Agreement, at Rollins’ request, the Company shall advance to Rollins, on a quarterly basis, an amount equal to twenty-five percent 25% of the product of (i) the Company’s pre-tax profits, as determined in accordance with generally accepted accounting principles, for the immediately preceding quarter, multiplied by (ii) the percentage of the Shares owned by Rollins relative to the total issued and outstanding Shares in the Company (the “Advances”). All such Advances shall be offset dollar for dollar against the amount of distributions to which Rollins would otherwise be entitled under this Operating Agreement. To the extent that the Advances in any calendar year during the term of Rollins’ employment with the Company under the Rollins Employment Agreement (pro-rated for any partial employment year), exceeds the distributions to which Rollins would otherwise have been entitled under this Operating Agreement, then such excess shall be deemed a loan by the Company to Rollins, which excess amount shall be immediately due and payable following the final determination by the Board of Managers of the amount of distributions under this Operating Agreement for the applicable calendar year. Failure by Rollins to pay such excess amount when due

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[ILLEGIBLE] be a material breach of this Operating Agreement entitling the Company and the other Shareholders to all of their rights and remedies under this Operating Agreement, at law or in equity, including without limitation the right to offset such amounts against future distributions, or Rollins’ Base Salary (as defined in the Rollins Employment Agreement) and/or bonus payments.

ARTICLE 11

ALLOCATIONS

     Section 11.1 Net Profits. Net Profits shall be allocated for each Fiscal Year as follows:

          (a) First, to Shareholders and Economic Interest Holders until the Net Profits allocated to them for such Fiscal Year and all prior Fiscal Years is equal to the aggregate amount of the Net Losses allocated to them pursuant to Section 11.2(c) hereof for all prior Fiscal Years, such allocation to be in the amount that the Net Losses allocated to each of them pursuant to Section 11.2(c) hereof bears to the Net Losses allocated to all of them under that Section;

          (b) Next, to Shareholders and Economic Interest Holders until the Net Profits allocated to them for such Fiscal Year and all prior Fiscal Years is equal to the aggregate amount of Net Losses allocated to them under Section 11.2(b) hereof for all prior Fiscal Years; such allocation to be in the proportion that the Net Losses allocated to each of them pursuant to that Section 11.2(b) hereof is to the Net Losses allocated to all of them pursuant to that Section 11.2(b) hereof;

          (c) Next, to the Shareholders and Economic Interest Holders to the extent of and in proportion to their cumulative Preferred Returns;

          (d) Finally, to Shareholders and Economic Interest Holders in the ratio that the number of Shares held by such Shareholder or Economic Interest Holder bears to all Shares then outstanding.

     Section 11.2 Net Losses. Net Losses shall be allocated:

          (a) First, to Shareholders and Economic Interest Holders until the aggregate amount of Net Losses allocated to them for such fiscal year and all prior fiscal years is equal to the aggregate Net Profit allocated to them pursuant to Section 11.1(c) hereof for all prior Fiscal Years; such allocation to be in the amount of the Net Profit allocated to each of them pursuant to that Section;

          (b) Next, to Shareholders and Economic Interest Holders whose Capital Accounts reflect an initial Capital Contribution, in the proportion that the positive capital account balances of each of such Shareholders bears to the positive capital account balances of all Shareholders, until the capital account balances of such Shareholders equal zero;

          (c) Finally, the balance, to Shareholders and Economic Interest Holders in the ratio that the number of Shares held by such Shareholder or Economic Interest Holder bears to all Shares then outstanding.

     Section 11.3 Alternative Allocations. It is the intent of the Shareholders that each Shareholder’s distributive share of income, gain, loss, deduction, credit (or item thereof) be determined and allocated consistently with the provisions of the Code, including Sections 704(b) and

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7[ILLEGIBLE] of the Code. If in connection with the issuance of Shares or New Securities pursuant to the provisions hereof, or for any other reason, the Managers deem it necessary in order to comply with the Code, the Managers may, and hereby are, authorized and directed to allocate income, gain, loss, deduction or credit (or items thereof) arising in any year differently than as provided for in this Article if, and to the extent, (i) that allocating income, gain, loss, deduction or credit (or item thereof) would cause the determinations and allocations of each Shareholder’s distributive share of income, gain, loss, deduction or credit (or item thereof) not to be permitted by the Code and any Treasury Regulations promulgated thereunder or (ii) such allocation would be inconsistent with a Shareholder’s interest in the Company taking into consideration all facts and circumstances. Any allocation made pursuant to this Section shall be deemed to be a complete substitute for any allocation otherwise provided for in this Operating Agreement, and no further amendment of this Operating Agreement or approval by any Shareholder shall be required to effectuate such allocation. In making any such allocations under this Section (“New Allocations”) the Managers are authorized to act in reliance upon advice of counsel to the Company or the Company’s regular certified public accountants that, in their opinions after examining the relevant provisions of the Code and any current or future proposed or final Treasury Regulations thereunder, the New Allocation is necessary in order to ensure that, in either the then-current year or in any preceding year, each Shareholder’s distributive share of income, gain, loss, deduction or credit (or items thereof) are determined and allocated in accordance with the Code and the Shareholder’s interests in the Company.

     New Allocations made by the Managers in reliance upon the advice of counsel and accountants as described above shall be deemed to be made in the best interests of the Company and all of the Shareholders consistent with the duties of the Managers hereunder and any such New Allocations shall not give rise to any claim or cause of action by any Shareholder or Economic interest Holder against the Company or any Manager.

ARTICLE 12

BOOKS AND RECORDS

     Section 12.1 Accounting Period. The Company’s accounting period shall be the calendar year.

     Section 12.2 Records, Audits and Reports. The Company shall maintain records and accounts of all operations and expenditures of the Company. The Company shall keep at its principal place of business the following records:

          (a) A current list of the full name and last known address of each Shareholder, Economic Interest Owner and Manager;

          (b) Copies of records to enable a Shareholder to determine the relative voting rights of each Shareholder, if any;

          (c) A copy of the Articles of Organization of the Company and all amendments thereto;

          (d) Copies of the Company’s federal, state, and local income tax returns and reports, if any, for the three most recent years;

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          (e) Copies of the Company’s written Operating Agreement, together with any amendments thereto; and

          (f) Copies of any financial statements of the Company for the three most recent years.

     Section 12.3 Tax Returns. The Board of Managers shall cause the preparation and timely filing of all tax returns required to be filed by the Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company does business. Copies of such returns, or pertinent information therefrom, shall be furnished to the Shareholders within a reasonable time after the end of the Company’s fiscal year.

     Section 12.4 Financial Statements, Reports, Etc. The Company shall furnish to each Shareholder:

          (a) within one hundred twenty (120) days after the end of each fiscal year of the Company, a balance sheet of the Company, as of the end of such fiscal year and the related statements of income, Shareholders’ equity, and changes in cash flows for such fiscal year, prepared in accordance with generally accepted accounting principles;

          (b) within thirty (30) days after the end of each fiscal month, other than the last month in each fiscal year, a balance sheet of the Company and an income statement of the Company, unaudited, but prepared in accordance with generally accepted accounting principles;

          (c) promptly following receipt by the Company, each audit response letter, accountant’s management letter and other written report submitted to the Company by its independent public accountants in connection with an annual or interim audit of the books of the Company or any of its subsidiaries;

          (d) promptly after the commencement thereof, notice of all actions, suits, claims, proceedings, investigations, and inquiries that could materially adversely affect the Company;

          (e) promptly, from time to time, such other information regarding the business, prospects, financial condition, operations, property, or affairs of the Company as the Shareholders may reasonably may request.

     Section 12.5 Board of Managers Meetings. The Company shall use its best efforts to ensure that meetings of the Board of Managers of the Company are held at least four (4) times each year and at least once each quarter.

     Section 12.6 Compliance with Laws. The Company shall comply with all applicable laws, rules, regulations, and orders, noncompliance with which could materially adversely affect its business or condition, financial or otherwise.

     Section 12.7 Keeping of Records and Books of Account. The Company shall keep adequate records and books of account, in which complete entries will be made in accordance with generally accepted accounting principles, consistently applied, reflecting all financial transactions of the Company and in which, for each fiscal year, all proper reserves for depreciation, depletion, obsolescence, amortization, taxes, bad debts, and other purposes in connection with its business shall be made.

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ARTICLE 13

TRANSFERABILITY

     Section 13.1 Transfer Restricted. Except for a transfer in accordance with Article 16, no Shareholder Interest in the Company may be transferred to a Person without the prior written unanimous approval of (a) all of the Managers and (b) Shareholders holding Shares constituting at least 66.67% of all Shares. No Shareholder may Dispose of such Shareholder’s Economic Interest in the Company evidenced by the Shares unless such Disposition is a Permitted Disposition.

     Section 13.2 Termination of Non-Economic Interest of a Person who is not a Shareholder. Upon and contemporaneously with any Permitted Disposition of a Transferring Shareholder’s Economic Interest in the Company in connection with a Permitted Disposition (except for a Permitted Disposition described in paragraph (c) of the definition of Permitted Disposition), the Company shall purchase from the Transferring Shareholder, and the Transferring Shareholder shall sell to the Company for a purchase price of $100.00, all remaining rights and interest retained by the Transferring Shareholder which immediately prior to such Permitted Disposition comprised that portion of the Shareholder Interest which was not the Economic Interest. It is the intent of this Section that no Person shall be a Shareholder if such person has made a Disposition of all Shares previously held by such Shareholder, unless the Disposition is to a Shareholder or such Shareholder’s immediate family, as defined in the regulations promulgated under Section 16 of the Exchange Act or a trust established for their benefit, in which event, the Transferring Shareholder shall remain a Shareholder and shall have the right to vote all Shares transferred by such Shareholder to the Economic Interest Holder.

     Section 13.3 Successors to Economic Rights. References in this Operating Agreement to a Shareholder shall also be deemed to constitute a reference to an Economic Interest Owners where the provision relates to economic rights and obligations. By way of illustration and not limitation, such provisions would include those regarding Capital Accounts, distributions, allocations and contributions. A transferee shall succeed to the transferor’s Capital Contributions and Capital Account to the extent related to the Economic Interest transferred, regardless of whether such transferee becomes a Member.

ARTICLE 14

ADMISSION OF NEW SHAREHOLDERS

     At any time after the date of the formation of the Company, any Person, including a person who, by virtue of a Permitted Disposition becomes a holder of an Economic Interest in the Company (a “Permitted Transferee”) may become a Shareholder if (a) such Person is approved in writing by all of the Managers and (b) the admission of such Person as a Shareholder is approved in writing by Shareholders holding 100% of the outstanding Shares held by Shareholders. Upon the occurrence of (a) and (b) in the preceding sentence, such Person shall be admitted as a Shareholder of the Company by (i) executing a counterpart of this Operating Agreement and (ii) if the Person is not a transferee in connection with a Permitted Disposition, the payment of a Capital Contribution in an amount determined by the Board of Managers. Upon delivery to the Company of cash in an amount equal to such Capital Contribution, the Company shall issue a certificate evidencing the number of Shares purchased in connection with the Shareholder Interest acquired by such Person. No additional Shareholders (or substitute Shareholders) shall be entitled to any retroactive allocation of losses,

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[ILLEGIBLE] or expense deductions incurred by the Company. The Board of Managers may, at the time a Shareholder is admitted, close the Company books (as though the Company’s tax year had ended) or make pro rata allocations of loss, income, and expense deductions to a new Shareholder for that portion of the Company’s tax year in which a Shareholder was admitted in accordance with the provisions of 706(d) of the Code and the Treasury Regulations promulgated thereunder.

ARTICLE 15

DISSOLUTION AND TERMINATION

     Section 15.1 Dissolution.

          (a) The Company shall be dissolved only upon the vote or written consent of Shareholders holding at least a majority of the Shares. Notwithstanding anything to the contrary above, during the first year of this Operating Agreement only, the actions specified in this Section 15.1(a) may not be effected without the approval of Shareholders holding at least 81% of the
outstanding Shares.

          (b) Notwithstanding any provisions of the Georgia Act or this Operating Agreement to the contrary, the Company will not be dissolved upon the sale of all or substantially all of the Company’s assets and the collection of all proceeds therefrom, or on the occurrence of an event specified in Section 14-11-601(a)(1) [relating to voluntary withdrawal of a shareholder], Section 14-11-601 (a)(2) [relating to cessation of shareholder status in certain circumstances], Section 14-11-601(a)(3) [relating to removal of a shareholder] or Section 14-11-601(a)(4) [relating to [ILLEGIBLE] of a shareholder’s interest] Section 14-11-601(a)(5) [relating to various voluntary insolvency and bankruptcy proceedings or dissolution], Section 14-11-601(a)(6) [relating to various involuntary insolvency and bankruptcy proceedings or dissolution] or Section 14-11-601(a)(7) [relating to death or incompetency of a member] of the Georgia Act (collectively an “Event of Dissociation”).

          (c) Any successor in interest of the Shareholder as to whom the Event of Dissociation occurred shall become an Economic Interest Owner but shall not be admitted as a Shareholder except in accordance with Article 14 hereof.

          (d) A Shareholder shall not voluntarily withdraw from the Company or take any other voluntary action which causes an Event of Dissociation. A Shareholder shall have no right to withdraw from the Company under Section 14-11-601(c) of the Georgia Act or otherwise.

          (e) Subject to the purchase prices required to be paid under Section 16 above in the event FNFS exercises its option to purchase, unless otherwise approved by Shareholders holding at least a majority of the Shares held by the other Shareholders, a Shareholder who suffers or incurs an Event of Dissociation or whose status as a Shareholder is otherwise terminated (a “Withdrawing Shareholder”), regardless of whether such termination was the result of a voluntary act by such Withdrawing Shareholder, shall not be entitled to receive the fair value of his Shareholder Interest, and such Withdrawing Shareholder shall become an Economic Interest Owner.

          (f) Damages for breach of Section 15.1(d) may be offset against distributions by the Company to which the Withdrawing Shareholder would otherwise be entitled.

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     Section 15.2 Effect of Dissolution. Upon dissolution, if the business of the Company is not continued, the Company shall commence to wind up its affairs and shall file a statement of commencement of winding up, and publish the notice permitted by the Georgia Act.

     Section 15.3 Winding Up, Liquidation and Distribution of Assets.

          (a) Upon dissolution, an accounting shall be made by the Company’s independent accountants of the accounts of the Company and of the Company’s assets, liabilities, and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s) shall then immediately begin to wind up the affairs of the Company consistent with maximization of realization as to the Company’s assets. All Shareholders acknowledge that final collection of such indebtedness and distribution with respect thereto may extend over a period of years and that winding up will proceed consistently with the foregoing.

          (b) If the Company is dissolved and its affairs are to be wound up, the Board Managers shall:

               (i) Sell or otherwise liquidate all of the Company’s assets consistent with realization of full value of such assets and collection of any assets outstanding (except to the extent the Manager(s) may determine to distribute any assets to Shareholders and Economic Interest Holders in kind),

               (ii) Allocate any profit or loss resulting from such sales to Shareholders in accordance with Article 11 hereof,

               (iii) Discharge all liabilities of the Company, including liabilities to Shareholders who are creditors, to the extent otherwise permitted by law, other than liabilities to Shareholders for distributions, and establish such Reserves as may be reasonably necessary to provide for contingent or liabilities of the Company,

               (iv) The remaining assets shall be distributed to Shareholders and Economic Interest Holders, either in cash or in kind, as determined by the Board of Managers, with any assets distributed in kind being valued for this purpose at their fair market value, in accordance with the positive balance (if any) in each Shareholder’s or Economic Interest Holder’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s taxable year during which the liquidation occurs) with the balance, if any, being distributed pro rata to the Shareholders and Economic Interest Holders in accordance with the Economic Interests held by such holders. Any such distributions in respect of their Capital Accounts shall be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations.

               (v) If any assets of the Company are to be distributed in kind, the net fair market value of such assets as of the date of dissolution shall be determined by independent appraisal or by the Board of Managers. Such assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and the Capital Accounts of Shareholders shall be adjusted pursuant to the provisions of this Operating Agreement to reflect such deemed sale.

          (c) Notwithstanding anything to the contrary in this Operating Agreement, upon a liquidation within the meaning of Section 1.704-l(b)(2)(ii)(g) of the Treasury Regulations, if any

22

Shareholder or Economic Interest Holder has a deficit Capital Account (after giving effect to all contributions, distributions, allocations, and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Shareholder or Economic Interest Holder shall have no obligation to make a Capital Contribution sufficient to eliminate the negative balance of such Shareholder’s Capital Account.

          (d) Upon completion of the winding up, liquidation, and distribution of the assets, the Company shall be deemed terminated.

     Section 15.4 Certificate of Termination. When all debts, liabilities, and obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets have been distributed to Shareholders and Economic Interest Holders, a certificate evidencing such termination may be executed and filed with the Secretary of State of Georgia in accordance with the Georgia Act.

     Section 15.5 Return of Contribution Nonrecourse to Other Shareholders. Upon dissolution, each Shareholder and Economic Interest Holder shall look solely to the assets of the Company for the return of such Shareholder’s Capital Account. If the Company property remaining after the payment or discharge of the debts and liabilities of the Company is insufficient to return the Capital Account of one or more Shareholder or Economic Interest Holder, including, without limitation, all or any part of that Capital Account attributable to Capital Contributions, then such Shareholders shall have no recourse against the Company, any Manager, or any other Shareholder.

ARTICLE 16

OPTION TO PURCHASE UNITS OF ROLLINS

     Section 16.1 Option to Purchase. In the event Rollins is no longer employed by the Company, regardless of the reason therefore (the “Option Event”), FNFS shall have the option to purchase all of the Shares and all of the Shareholder Interest of Rollins in the Company as described in this Article 16, for the price and upon the terms set forth in this Article 16.

     Section 16.2 Exercise of Option. Rollins or his legal representative and the Company shall give written notice to FNFS immediately upon the occurrence of the Option Event and in no event more than ten (10) days after the occurrence of the Option Event. Upon receipt of written notice of the occurrence of the Option Event and for a period often (10) years thereafter, FNFS shall have the first option to purchase all of the Shares of the Rollins.

     Section 16.3 Notice of Exercise of Option. If FNFS elects to purchase all of the Shares of Rollins, FNFS shall deliver to the Secretary of the Company a written election to purchase said Shares during such ten (10) year period after the FNFS’s receipt of notice of the Option Event. The option set forth in this Article 16 may not be exercised unless FNFS purchases all of the Shares of Rollins.

23

     Section 16.4 Purchase Price for Units. The purchase price to be paid by FNFS upon the [ILLEGIBLE] of any option to purchase Shares under this Article 16 (the “Buyout Purchase Price” shall be determined as follows:

          (a) If Rollins is terminated for Cause (as defined in the Rollins Employment Agreement), or resigns his employment with the Company:

               (i) If such termination for Cause or resignation occurs within one (1) year of January 1, 2002 (the “Start Date”), then the Buyout Purchase Price shall be the greater of (i) one million dollars ($1,000,000), or (ii) an amount equal to the product of (x) six (6) multiplied by (y)the pre-tax profit of the Company during the preceding twelve (12) months, determined in accordance with Generally Accepted Accounting Principles, multiplied by (z) the percentage of the total outstanding Shares that are owned by Rollins (e.g., currently 20%);

               (ii) If such termination for Cause or resignation occurs more than one (1) year but less than two (2) years from the Start Date, then the Buyout Purchase Price shall be the greater of (i) two million dollars ($2,000,000), or (ii) an amount equal to the product of (x) six (6) multiplied by (y) the pre-tax profit of the Company during the preceding twelve (12) months, determined in accordance with Generally Accepted Accounting Principles, multiplied by (z) the percentage of the total outstanding Shares that are owned by Rollins (e.g., currently 20%);

               (iii) If such termination for Cause or resignation occurs more than two (2) years following the Start Date, including at any time following the expiration of the term of the Rollins Employment Agreement, then the Buyout Purchase Price shall be the greater of (i) three million dollars ($3,000,000), or (ii) an amount equal to the product of (x) six (6) multiplied by (y) the pre-tax profit of the Company during the preceding twelve (12) months, determined in accordance with Generally Accepted Accounting Principles, multiplied by (z) the percentage of the total outstanding Shares that are owned by Rollins (e.g., currently 20%).

          (b) If Rollins is terminated without Cause (as defined in the Rollins Employment Agreement) at any time during or after the term of the Rollins Employment Agreement, then the Buyout Purchase Price shall be the greater of (i) four million dollars ($4,000,000), or (ii) an amount equal to the product of (x) six (6) multiplied by (y) the pre-tax profit of the Company during the preceding twelve (12) months, determined in accordance with Generally Accepted Accounting Principles, multiplied by (z) the percentage of the total outstanding Shares that are owned by Rollins (e.g., currently 20%).

     Section 16.5 Binding Effect. The value determined pursuant to this Article 16 shall be binding upon the parties to this Agreement, their legal representatives, and their successors in interest for purposes of purchases and sales made pursuant to this Article 16.

     Section 16.6 Payment of Purchase Price. The Buyout Purchase Price shall, at the option of FNFS in its sole discretion, be paid by delivery of (a) 100% of the Buyout Purchase Price by check or wire transfer at the closing of such buyout, or (b) twenty percent (20%) of the Buyout Purchase Price by check or wire transfer at the closing of such buyout, and the remaining eighty percent (80%) in the form of an unsecured promissory note executed by FNFS, payable to the order of Rollins, and bearing interest at the Prime Rate in effect on the date of the closing plus two percentage points, with accrued and unpaid interest being due on each principal installment payment date. The principal amount of such note shall be payable in twenty (20) equal quarterly installments.

24

Payment of quarterly installments shall commence on the first three-month anniversary of the closing price of any purchase of Shares pursuant to this Article 16. Said note will call for payments within, and be construed by the laws of, the then domicile State of Rollins and will require maker to be responsible for all enforcement and collection costs and fees in the event of a default thereunder.

     Section 16.7 Agreement to Transfer. Rollins agrees that upon receipt of the cash portion of the Buyout Purchase Price and delivery of the Note for such remainder of the Purchase Price, in connection with the purchase of Rollins’ Shares pursuant to this Article 16, Rollins shall deliver all documents that are required to transfer the Shares to FNFS. If Rollins or his or her legal representative shall refuse to do so, the Company shall nevertheless enter the transfer on its Member records and hold such consideration available for Rollins his or her legal representative, and thereafter all voting rights of such Shares shall be exercised by the designated transferees of such Shares under this Agreement.

ARTICLE 17

MISCELLANEOUS PROVISIONS

     Section 17.1 Application of Georgia Law. This Operating Agreement, and the application of interpretation hereof, shall be governed exclusively by its terms and by the laws of the State of Georgia, and specifically the Georgia Act.

     Section 17.2 No Action for Partition. No Shareholder or Economic Interest Holder has any right to maintain any action for partition with respect to the property of the Company.

     Section 17.3 Execution of Additional Instruments. Each Shareholder hereby agrees to execute such other and further statements of interest and holdings, designations, powers of attorney and other instruments necessary to comply with any laws, rules or regulations.

     Section 17.4 Construction. Whenever the singular number is used in this Operating Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa.

     Section 17.5 Headings. The headings in this Operating Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Operating Agreement or any provision hereof.

     Section 17.6 Waivers. The failure of any party to seek redress for violation of or to insist upon the strict performance of any covenant or condition of this Operating Agreement shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation.

     Section 17.7 Rights and Remedies Cumulative. The rights and remedies provided by this Operating Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive the right not use any or all other remedies. Such rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance, or otherwise.

     Section 17.8 Severability. If any provision of this Operating Agreement or the application [ILLEGIBLE] to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the

25

remainder of this Operating Agreement and the application thereof shall not be affected and shall be [ILLEGIBLE] to the fullest extent permitted by law.

     Section 17.9 Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Operating Agreement, their respective heirs, legal representatives, successors, and assigns.

     Section 17.10 Creditors. None of the provisions of this Operating Agreement shall be for the benefit of or enforceable by any creditor of the Company.

     Section 17.11 Counterparts. This Operating Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

     Section 17.12 Federal Income Tax Elections; Tax Matters Partner. All elections required or permitted to be made by the Company under the Code shall be made by the Board of Managers as determined in their sole discretion. For all purposes permitted or required by the Code, the Shareholders constitute and appoint Thomas E. Prior as Tax Matters Manager or, if Thomas E. Prior is no longer a Manager, then such other Shareholder as shall be designated by the Shareholders holding a majority of the Shares. The provisions on limitations of liability of the Shareholders and Managers contained herein and indemnification in Section 5.10 hereof shall be fully applicable to the Tax Matters Manager in his or her capacity as such. The Tax Matters Manager may resign at any time by giving written notice to the Company and each of the other Shareholders. Upon the signature of the Tax Matters Manager, a new Tax Matters Manager shall be elected by Majority Consent of the Members.

     Section 17.13 Certification of Non-Foreign Status. In order to comply with §1445 of the Code and the applicable Treasury Regulations thereunder, in the event of the disposition by the Company of a United States real property interest as defined in the Code and Treasury Regulations, each Shareholder shall provide to the Company, an affidavit stating, under penalties of perjury, (a) the Shareholder’s address, (b) United States taxpayer identification number, and (c) that the Shareholder is not a foreign person as that term is defined in the Code and Treasury Regulations. Failure by any Shareholder to provide such affidavit by the date of such disposition shall authorize the Board of Managers to withhold ten percent (10%) of each such Shareholder’s distributive Share of the amount realized by the Company on the disposition.

     Section 17.14 Notices. Any and all notices, offers, demands, or elections required or permitted to be made under this Operating Agreement (“Notices”) shall be in writing, signed by the party giving such Notice, and shall be deemed given and effective (a) when hand-delivered (either in person by the party giving such notice, or by its designated agent, or by commercial courier) or (b) on the third (3rd) business day (which term means a day when the United States Postal Service, or its legal successor (“Postal Service”) is making regular deliveries of mail on all of its regularly appointed week-day rounds in Atlanta, Georgia) following the day (as evidenced by proof of mailing) upon which such notice is deposited, postage pre-paid, certified mail, return receipt requested, with the Postal Service, and

26

(a)   if to the Company:

NewInvoice, L.L.C.
                                        
                                        

Attn: Greg Whitworth, CEO
Telephone:                     
Telecopy:                     

with a copy (which shall not constitute notice) to:

Richard Rollins, President
                                        
                                        

          (b) if to a Shareholder or Economic Interest Holder, to the Shareholder’s or Economic Interest Holder’s address as reflected in the Share ownership records of the Company or as the Shareholders shall designate to the Company in writing.

     Section 17.15 Amendments. Any amendment to this Operating Agreement shall be made in writing and signed by Shareholders holding at least eighty-one percent (81%) of the Shares held by Shareholders.

     Section 17.16 Banking. All funds of the Company shall be deposited in its name in an account or accounts as shall be designated from time to time by the Board of Managers. All funds of the Company shall be used solely for the business of the Company. All withdrawals from the Company bank accounts shall be made only upon check signed by Officers or by such other persons as the Board of Managers may designate from time to time.

     Section 17.17 Arbitration. Any dispute, controversy, or claim arising out of or in connection with, or relating to, this Operating Agreement or any breach or alleged breach hereof shall, upon the request of any party involved, be submitted to, and settled by, arbitration in the City of Atlanta, State of Georgia, pursuant to the commercial arbitration rules then in effect of the American Arbitration Association (or at any time or at any other place or under any other form of arbitration mutually acceptable to the parties so involved). Any award rendered shall be final and conclusive upon the parties and a judgment thereon may be entered in the highest court of the forum, state or federal, having jurisdiction. The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the cost of its own experts, evidence and counsel’s fees, except that in the discretion of the arbitrator, any award may include the cost of a party’s counsel if the arbitrator expressly determines that the party against whom such award is entered has caused the dispute, controversy or claim to be submitted to arbitration as a dilatory tactic.

     Section 17.18 Determination of Matters Not Provided For In This Operating Agreement. The Board of Managers shall decide any questions arising with respect to the Company and this Operating Agreement which are not specifically or expressly provided for in this Operating Agreement.

27

     Section 17.19 Further Assurances. Each Shareholder agrees to cooperate, and to execute and deliver in a timely fashion any and all additional documents necessary to effectuate the purposes of the Company and this Operating Agreement.

     Section 17.20 Legends. Any certificate evidencing Shares shall bear the following legends:

     On the face of the certificate:

“TRANSFER OF SHARES EVIDENCED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH CONDITIONS PRINTED ON THE REVERSE OF THIS CERTIFICATE.”

On the reverse:

“THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AND TRANSFERABLE ONLY IN ACCORDANCE WITH THAT CERTAIN OPERATING AGREEMENT OF NEWINVOICE, L.L.C. A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY IN ATLANTA, GEORGIA. NO TRANSFER OR PLEDGE OF THE SHARES EVIDENCED HEREBY MAY BE MADE EXCEPT IN ACCORDANCE WITH AND SUBJECT TO THE PROVISIONS OF SAID AGREEMENT. BY ACCEPTANCE OF THIS CERTIFICATE, ANY HOLDER, TRANSFEREE OR PLEDGEE HEREOF AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SAID AGREEMENT.”

“SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR INVESTMENT PURPOSES ONLY AND NOT FOR RESALE, TRANSFER OR DISTRIBUTION, HAVE BEEN ISSUED PURSUANT TO EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF APPLICABLE STATE AND FEDERAL SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED OTHER THAN PURSUANT TO EFFECTIVE REGISTRATION UNDER SUCH LAWS, OR IN TRANSACTIONS OTHERWISE IN COMPLIANCE WITH SUCH LAWS, AND UPON EVIDENCE SATISFACTORY TO THE COMPANY OF COMPLIANCE WITH SUCH LAWS, AS TO WHICH THE COMPANY MAY RELY UPON AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY.”

     Each Shareholder shall promptly surrender the certificates representing Shares to the Company so that the Company may affix the foregoing legends thereto. A copy of this Operating Agreement shall be kept on file in the principal office of the Company in Atlanta, Georgia. Upon termination of all applicable restrictions set forth herein and upon tender to the Company of the appropriate stock certificates, the Company shall reissue to the holder of such certificates new certificates which shall contain only the second paragraph of the restrictive legend set forth above. This legend may be modified from time to time by the Board of Managers of the Company to conform to such statutes or to this Operating Agreement.

     Section 17.21 Investment Representations. In addition to the restrictions on transfer set forth above, each Shareholder understands that Shareholder must bear the economic risk of this investment for an indefinite period of time because the Shares are not registered under the 1933 Act or the securities laws of any state or other jurisdiction. Each Shareholder has been advised that there is no public market for the Shares and that the Shares are not being registered under the 1933 Act upon the basis that the transactions involving their sale are exempt from such registration requirements, and that reliance by the Company on such exemption is predicated in part on the Shareholder’s representations set forth in this Operating Agreement. Each Shareholder acknowledges that no representations of any kind concerning the future intent or ability to offer or sell the Shares in a public offering or otherwise have been made to the Shareholder by the Company or any other person or entity. The Shareholder understands that the Company makes no covenant, representation or warranty with respect to the registration of securities under the Securities Exchange Act of 1934, as amended, or its dissemination to the public of any current financial or other information concerning the Company. Accordingly, the Shareholder acknowledges that there is no

28

assurance that there will ever by any public market for the Shares, and that the Shareholder may not be able to publicly offer or sell any thereof.

     Each Shareholder represents and warrants that the Shareholder is able to bear the economic risk of losing Shareholder’s entire investment in the Company, which investment is not disproportionate to Shareholder’s net worth, and that the Shareholder has adequate means of providing for Shareholder’s current needs and personal contingencies without regard to the investment in the Company. The Shareholder acknowledges that an investment in the Company involves a high degree of risk. The Shareholder acknowledges that Shareholder and Shareholder’s advisors have had an opportunity to ask questions of and to receive answers from the officers of the Company and to obtain additional information in writing to the extent that the Company possesses such information or could acquire it without unreasonable effort or expense: (i) relative to the Company and the Shares; and (ii) necessary to verify the accuracy of any information, documents, books and records furnished. Each Shareholder represents, warrants and covenants to the Transferor and the Company that the Shareholder is a resident of the state shown on Schedule 1 hereto and will be the sole party in interest as to the Shares acquired hereunder and is acquiring the Shares for the Shareholder’s own account, for investment only, and not with a view toward the resale or distribution thereof.

     Each Shareholder agrees that the Shareholder will not attempt to pledge, transfer, convey or otherwise dispose of the Shares except in a transaction that is the subject of either (i) an effective registration statement under the 1933 Act and any applicable state securities laws, or (ii) an opinion of counsel, which opinion of counsel shall be satisfactory to the Company, to the effect that such registration is not required. The Company may rely on such an opinion of Shareholder’s counsel in making such determination. Each Shareholder consents to the placement of legends on any certificates or documents representing any of the Shares stating that the Shares have not been registered under the 1933 Act or any applicable state securities laws and setting forth or referring to the restrictions on transferability and sale thereof. Each Shareholder is aware that the Company will make a notation in its appropriate records, and notify its transfer agent, with respect to the restrictions on the transferability of the Shares.

     Each Shareholder represents that the Shareholder has consulted with the Shareholder’s attorneys, financial advisors and other regarding all financial, securities and tax aspects of the proposed investment in the Company and that such advisors have reviewed this Operating Agreement and all documents relating to this Operating Agreement on Shareholder’s behalf. Shareholder and the Shareholder’s advisors have sufficient knowledge and experience in business and financial matters to evaluate the Company, to evaluate the risks and merits of an investment in the Company, to make an informed investment decision with respect to investment in the Company, and to protect the investors’ interest in connection with the investor’s acquisition of shares in the Company without the need for additional informed which would be required to be included in a complete registration statement effective under the 1993 Act.

     Section 17.22 Partnership Not Intended for Non-Tax Purposes. The Shareholders have formed the Company under the Act, and expressly disavow any intention to form a partnership under Georgia’s Uniform Partnership Act, Georgia’s Uniform Limited Partnership Act or the Partnership Act or laws of any other state. The Shareholders do not intend to be partners one to another or partners as to any third party. To the extent any Shareholder, by word or action, represents to another person that any other Shareholder is a partner or that the Company is a partnership, the Shareholder

29

making such wrongful representation shall be liable to any other Shareholder who incurs personal liability by reason of such wrongful representation.

30

     IN WITNESS WHEREOF, the undersigned have set their hands and seals effective as of January 1, 2002.

SIGNATURE PAGE TO OPERATING AGREEMENT
FOR NEWINVOICE, L.L.C.

Fidelity National Foreclosure Services, Inc.
By:	/s/
	Signature
/s/
Name (printed)
/s/
Social Security or Federal Tax Identification Number

Richard Rollins
 

/s/ Richard Rollins  

Signature 

###-##-#### 

Social Security or Federal Tax Identification Number 

31

Schedule 1
To
Operating Agreement
of
Newlnvoice, L.L.C.

a Georgia limited liability company

Shareholder’s Name and Address	Shares Owned	Capital Contribution
Fidelity National Foreclosure Services, Inc.	80	55 Shares Acquired from Morris,
		Schneider & Prior, LLC for
		$2,504,500.
		125 Shares issued by the Company
		in consideration for the
		contribution by Fidelity to the
		Company of all of FNFS’s rights
		acquired from Appsoft
		Technologies, Inc. and Moss
		Codilis under the Agreement for
		development, Marketing and
		revenue Sharing of Electronic
		Invoicing Program, dated 1999, as
		amended
Richard Rollins	20	Client contacts, intellectual
		capital, design and refining of
		software functionality,
		negotiations with and management
		of relationship with Appsoft
		Technologies, Inc., beta test
		partners (servicers) and Alltel.
		The conversion from debt to
		equity of all monies owed the
		Company to Rollins, if any, that
		arose prior to the date of this
		Operating Agreement.

For purposes of this Agreement, the shareholders above agree that the value of their capital contributions is in the same ratio as their ownership of stock, that is, 80% to 20%.

32

Table of Contents

	Page
ARTICLE 1 DEFINITIONS		1
ARTICLE 2 FORMATION OF COMPANY		4
Section 2.1 Formation		4
Section 2.2 Name		4
Section 2.3 Principal Place of Business		4
Section 2.4 Registered Office and Registered Agent		4
Section 2.5 Term		4
ARTICLE 3 BUSINESS OF COMPANY		5
ARTICLE 4 NAMES AND ADDRESSES OF SHAREHOLDERS		5
ARTICLE 5 RIGHTS AND DUTIES OF MANAGERS		5
Section 5.1 Management		5
Section 5.2 Number, Tenure, and Qualifications		5
Section 5.3 Manner of Action, Quorum		5
Section 5.4 Vacancies		6
Section 5.5 Meetings		6
Section 5.6 Action in Lieu of Meeting		6
Section 5.7 Removal		6
Section 5.8 Certain Powers of the Board of Managers		6
Section 5.9 Liability for Certain Acts		8
Section 5.10 Indemnity of the Managers, Employees, and Other Agents		8
Section 5.11 Resignation		8
Section 5.12 Officer’s and Manager’s Compensation		8
ARTICLE 6 OFFICERS		8
Section 6.1 General Provisions		8
Section 6.2 CEO		9
Section 6.3 President		9
Section 6.4 Vice Presidents		9
Section 6.5 Secretary		9
Section 6.6 Treasurer		9
Section 6.7 Assistant Secretaries and Treasurers		9
Section 6.8 General Counsel		9
ARTICLE 7 RIGHTS AND OBLIGATIONS OF SHAREHOLDERS		10
Section 7.1 Limitation on Liability		10
Section 7.2 No Liability for Company Obligations		10
Section 7.3 List of Shareholders		10
Section 7.4 Priority and Return of Capital		10
Section 7.5 Purchase Upon Death		10
Section 7.6 Failure to Deliver Shares to the Company		10
Section 7.7 Company’s Inability to Purchase		11

i

Table of Contents
(continued)

	Page
Section 7.8 Status of Shares Purchased by Company		11
Section 7.9 Preemptive Rights to Purchase New Securities		11
ARTICLE 8 MEETINGS OF SHAREHOLDERS		12
Section 8.1 Annual Meeting		12
Section 8.2 Special Meetings		12
Section 8.3 Place of Meetings		12
Section 8.4 Notice of Meetings		12
Section 8.5 Meeting of all Shareholders		13
Section 8.6 Record Date		13
Section 8.7 Quorum		13
Section 8.8 Manner of Acting		13
Section 8.9 Actions Requiring Shareholder Approval		13
Section 8.10 Proxies		14
Section 8.11 Action by Shareholders Without a Meeting		14
Section 8.12 Waiver of Notice		14
Section 8.13 Meeting by Telephone; Action by Consent		14
ARTICLE 9 AUTHORIZED CAPITAL, CAPITAL CONTRIBUTIONS, AND LOANS		14
Section 9.1 Authorized Number of Shares		14
Section 9.2 Share Certificates		15
Section 9.3 Transfer of Shares		15
Section 9.4 Capital Contributions		15
Section 9.5 Additional Contributions		15
Section 9.6 Withdrawal or Reduction of Contributions to Capital		15
ARTICLE 10 DISTRIBUTIONS		15
Section 10.1 Other Distributions		15
Section 10.2 Minimum Distributions		16
Section 10.3 Limitation Upon Distributions		16
Section 10.4 Interest On and Return of Capital Contributions		16
Section 10.5 Loans to Company		16
Section 10.6 Prepayment of Distributions to Rollins		16
ARTICLE 11 ALLOCATIONS		17
Section 11.1 Net Profits		17
Section 11.2 Net Losses		17
Section 11.3 Alternative Allocations		17
ARTICLE 12 BOOKS AND RECORDS		18
Section 12.1 Accounting Period		18
Section 12.2 Records, Audits and Reports		18
Section 12.3 Tax Returns		19
Section 12.4 Financial Statements, Reports, Etc.		19
Section 12.5 Board of Managers Meetings		19

ii

Table of Contents
(continued)

	Page
Section 12.6 Compliance with Laws		19
Section 12.7 Keeping of Records and Books of Account		19
ARTICLE 13 TRANSFERABILITY		20
Section 13.1 Transfer Restricted		20
Section 13.2 Termination of Non-Economic Interest of a Person who is not a Shareholder		20
Section 13.3 Successors to Economic Rights		20
ARTICLE 14 ADMISSION OF NEW SHAREHOLDERS		20
ARTICLE 15 DISSOLUTION AND TERMINATION		21
Section 15.1 Dissolution		21
Section 15.2 Effect of Dissolution		22
Section 15.3 Winding Up, Liquidation and Distribution of Assets		22
Section 15.4 Certificate of Termination		23
Section 15.5 Return of Contribution Nonrecourse to Other Shareholders		23
ARTICLE 16 OPTION TO PURCHASE UNITS OF ROLLINS		23
Section 16.1 Option to Purchase		23
Section 16.2 Exercise of Option		23
Section 16.3 Notice of Exercise of Option		23
Section 16.4 Purchase Price for Units		24
Section 16.5 Binding Effect		24
Section 16.6 Payment of Purchase Price		24
Section 16.7 Agreement to Transfer		25
ARTICLE 17 MISCELLANEOUS PROVISIONS		25
Section 17.1 Application of Georgia Law		25
Section 17.2 No Action for Partition		25
Section 17.3 Execution of Additional Instruments		25
Section 17.4 Construction		25
Section 17.5 Headings		25
Section 17.6 Waivers		25
Section 17.7 Rights and Remedies Cumulative		25
Section 17.8 Severability		25
Section 17.9 Heirs, Successors and Assigns		26
Section 17.10 Creditors		26
Section 17.11 Counterparts		26
Section 17.12 Federal Income Tax Elections; Tax Matters Partner		26
Section 17.13 Certification of Non-Foreign Status		26
Section 17.14 Notices		26
Section 17.15 Amendments		27
Section 17.16 Banking		27
Section 17.17 Arbitration		27

iii

Table of Contents
(continued)

	Page
Section 17.18 Determination of Matters Not Provided For In This Operating Agreement		27
Section 17.19 Further Assurances		28
Section 17.20 Legends		28
Section 17.21 Investment Representations		28
Section 17.22 Partnership Not Intended for Non-Tax Purposes		29

iv

EX-3.89

Exhibit 3.89

(STAMP)

ARTICLES OF ORGANIZATION
OF
ONEPOINTCITY, LLC

(Under Section 1705.04 of the Ohio Revised Code)
Limited Liability Company

     The undersigned, desiring to form a limited liability company, under Chapter 1705 of the Ohio Revised Code, does hereby state the following:

FIRST: The name of said limited liability company shall be OnePointCity, LLC.

SECOND: The period of duration of this limited liability company shall be perpetual.

THIRD: The address to which interested persons may direct requests for copies of any operating agreement and any bylaws of this limited liability company is:

OnePointCity, LLC
3900 Laylin Road
Norwalk, Huron County, Ohio 44857

[    ] Please check this box if additional provisions are attached hereto.

FOURTH: This Limited Liability Company is organized and the nature of its business or purposes to be conducted or promoted is to engage in any lawful act or activity for which companies may be organized under Chapter 1705 of the Ohio Revised Code.

IN WITNESS WHEREOF, I have hereunto subscribed my name this 22nd day of March, 2001.

/s/ Jeffrey P. Laycock  

Jeffrey P. Laycock 

Page 2

EX-3.90

Exhibit 3.90

OnePointCity, L.L.C.
An Ohio Limited Liability Company

OPERATING AGREEMENT

August 2, 2007

          This Operating Agreement is adopted as of August 2, 2007, by GeoTrac, Inc., a Delaware corporation (the “Member”) in connection with the operation of OnePointCity, L.L.C., an Ohio limited liability company. Certain capitalized words used herein have the meanings set forth in Section 2 hereof.

1. ORGANIZATION

1.1	General. OnePointCity, L.L.C. (the “Company”) was formed as an Ohio limited liability company by the execution and filing of the Articles of Organization with the Ohio Secretary of State in accordance with Chapter 1705 of the Ohio Revised Code (the “Code”), and the rights and liabilities of the Member shall be as provided by such Code, as may be modified in this Agreement. In the event of a conflict between the provisions of the Code and the provisions of this Agreement, the provisions of this Agreement shall prevail unless the Code specifically provides that an operating agreement may not change the provision in question.
1.2	Business Purpose. The Company may engage in any lawful business activity in which an Ohio limited liability company may engage, as determined from time to time by the Member, except that the Company shall not engage in the trust company business or in the business of banking or insurance.
1.3	Name and Address of Company. The business of the Company shall be conducted under the name “OnePointCity, L.L.C.”, and its principal office shall be located at the following address: 601 Riverside Avenue, Jacksonville, Florida 32204. The principal office address may be changed from time to time as directed by the Member.
1.4	Term. The term of this Agreement shall be coterminous with the period of duration of the Company as provided in the Articles of Organization, which is perpetual unless sooner terminated as provided in this Agreement.
1.5	Required Filings. The Member shall cause to be executed, filed, recorded, or published, such Articles and documents as may be required by this Agreement or by law in connection with the formation and operation of the Company.

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1.6	Registered Agent. The Company’s initial registered agent shall be as provided in the Articles. The registered agent may be changed from time to time by the Member by causing the filing of the name of the new registered agent in accordance with the Code.
1.7	Tax Status. The Company shall be treated as a disregarded entity of the Member for federal and state income tax purposes.

2. DEFINITIONS

For purposes of this Agreement, the terms defined herein below shall have the following meaning unless the context clearly requires a different interpretation:

2.1	“Agreement” shall mean this Operating Agreement of the Company.
2.2	“Articles” shall mean the Articles of Organization of the Company filed with the Ohio Secretary of State, as may be amended from time to time.
2.3	“Capital Contributions” shall mean the contributions to the capital of the Company by the Member, as provided in Section 3.1 hereof.
2.4	“Code” shall mean the Ohio Revised Code including the Limited Liability Company provisions, codified in the Code under Section 1705.01, et seq., as may be amended from time to time.
2.5	“Company” shall refer to the limited liability company created pursuant to the Articles as governed by this Agreement.
2.6	“Distributions” shall mean any cash (or property to the extent applicable) distributed to the Member arising from his ownership in the Company.
2.7	“Member” shall mean GeoTrac, Inc., a Delaware corporation.
2.8	“Net Income” and “Net Losses” shall mean the net income and net losses, respectively, of the Company as determined for federal income tax purposes.

3. CAPITAL

3.1	Capital Contributions. The Member may make contributions to the capital of the Company from time to time in its sole and absolute discretion.
3.2	Interest. The Member shall not receive interest on its contributions to the capital of the Company.

2

4. FINANCIAL

4.1	Fiscal Year. The fiscal year of the Company shall end on December 31, unless the Member determines that some other fiscal year would be more appropriate and obtains the consent of the Internal Revenue Service to use that other fiscal year.
4.2	Expenses of the Company. The Company shall pay or reimburse to the Member any expenses incurred by the Member on behalf of the Company.
4.3	Net Income, Net Losses and Distribution. All Net Income and Net Losses shall be allocated to the Member. Cash and other assets shall be distributed at such times and in such amounts as determined by the Member in its sole discretion.

5. MANAGEMENT

5.1	Management of the Company. The operations and affairs of the Company shall be administered by the Member. The Member shall have all authority, rights, and powers conferred by law and those necessary or appropriate to carry out the purposes of the Company as set forth in Section 1.2.
5.2	Authority of the Member. The Member is an agent of the Company for the purpose of its business or affairs, and the act of the Member, including, but not limited to, the execution in the name of the Company, of any instrument, for the apparent purpose of carrying on in the usual way the business or affairs of the Company, binds the Company, unless the Member has, in fact, no authority to act for the Company in the particular matter and the person with whom the Member is dealing has actual knowledge of the fact that the member has no such authority.
5.3	Appointment and Duties of Officers.
(a)	Appointment of Officers. In connection with the management of the operations and affairs of the Company, the Member may, but is not required to, appoint officers of the Company. The officers of this Company may include a President, a Vice President, a Secretary, and a Chief Financial Officer. The Member, at its discretion, may also appoint such other officers, as it deems appropriate. Each officer shall exercise such powers and perform such duties as are prescribed herein or as determined by the Member. Any number of offices may be held by the same person. An officer need not be a Member of the Company.

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(b)	Term of Office. The Member may appoint officers to serve for any period of time that it deems appropriate. Each officer shall hold office and perform such duties appurtenant thereto until he or she shall resign or shall be removed or otherwise be disqualified to serve, or until a successor to such office is appointed upon the expiration of his or her term if a term is specified.
(c)	Removal and Resignation. Any officer may be removed, either with or without cause, by the Member or by any officer upon whom such power of removal may be conferred by the Member (subject, in each case, to the rights, if any, of an officer under any contract of employment). Any officer may resign at any time by giving written notice to the Member or to the Secretary of the Company, without prejudice, however, to the rights, if any, of the Company under any contract to which such officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
(d)	Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled, if at all, in the manner prescribed in this Agreement for regular appointments to such office.
(e)	President. The President shall be the Chief Executive Officer of the Company and shall, subject to the control of the Member, have general supervision, direction, and control of the business and officers of the Company.
(f)	Vice President. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Member or, if not ranked, the Vice President designated by the Member, shall perform all the duties of the President, and when so acting shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Member.
(g)	Secretary. The Secretary shall record or cause to be recorded, and shall keep or cause to be kept, at the Company’s principal executive office and such other place as the Member may order, a book of minutes of written actions taken by the Member. The Secretary shall keep, or cause to be kept, at the Company’s principal executive office (i) a current list of the full name and last known business or residence address of each Member and of each holder of an economic interest in the Company, together with the Capital Contribution and the Percentage Interest of each Member, (ii) a copy of the Certificate, and all amendments thereto, (iii) copies of the Company’s federal, state and local income tax or information returns and reports, if any, for the six most recent taxable years, (iv) a copy of this Agreement, and any amendments thereto, (v) copies of any written executed powers of attorney executed in relation to the Agreement and Certificate, (vi) copies of the financial statements of the Company, if any, for the six most recent fiscal years, and (vii) the books and records of the Company as

4

they relate to the internal affairs of the Company for at least the current and past four fiscal years.

(h)

Chief Financial Officer. The Chief Financial Officer of the Company shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and Capital Accounts. The books of account shall at all reasonable times be open to inspection by the Member. The Chief Financial Officer shall deposit all monies and other valuables in the name and to the credit of the Company with such depositories as may be designated by the Member. The Chief Financial Officer shall disburse the funds of the Company as may be ordered by the Member, shall render to the President and the Member, whenever they request it, an account of all of his or her transactions as Chief Financial Officer and of the financial condition of the Company, and shall have such other powers and perform such other duties as may be prescribed by the Member.

6. LIABILITY OF THE MEMBER

6.1 Liability of Member. Except as specifically provided in the Code, the Member shall not be liable for the debts, liabilities, contracts, or any other obligations of the Company.

7. DISSOLUTION AND TERMINATION OF THE COMPANY

7.1 Events Causing Dissolution. Notwithstanding any provisions of the Code, the Company shall be dissolved and its affairs shall be wound up only upon the earliest to occur of the following events:

(a)	The written consent of the Member; or
(b)	Entry of a decree of judicial dissolution pursuant to the Code.

7.2

Filing of Dissolution Document. As soon as possible following the occurrence of any of the events specified in Section 7.1, the Member, or its legal representative, shall execute a Certificate of Dissolution in such form as shall be prescribed by the Ohio Secretary of State and file such Certificate as required by the Code.

7.3

Distribution on Dissolution. In the event of dissolution, the Member shall take full account of the Company’s assets and liabilities, shall liquidate the assets as promptly as is consistent with obtaining their fair value, or, if the assets cannot be sold, they shall be valued and distributed in kind, and shall apply and distribute the proceeds or assets in the following order: (a) To the payment of

5

creditors of the Company; (b) To the creation of any reserves which the Member deems reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company; (c) To the repayment of any outstanding loans made by the Member to the Company; and (d) The remaining balance to the Member.

8. INDEMNIFICATION

8.1

General. The Company, its receiver or its trustee, shall indemnify, defend and save harmless the Member and officers of the Member and the Company from any claims, liability, loss or damage incurred by the Member by reason of any act performed or omitted to be performed by the Member in connection with the business of the Company, including costs and attorney’s fees and any amounts expended in the settlements of any claims of liability, loss or damage; provided that if the liability, loss or claim arises out of any action or inaction of the member: (a) the Member must have determined, in good faith, that its course of conduct was in the best interests of the Company; and (b) the action or inaction did not constitute fraud, breach of fiduciary duty, gross negligence or willful malfeasance by the Member; and, provided further, that the indemnification shall be recoverable only from the assets of the Company. The Company may, however purchase and pay for that insurance, including extended coverage liability and casualty and worker’s compensation, as would be customary for any person engaging in a similar business, and name the Member as additional or primary insured parties.

8.2

Advancement of Expenses. The Company shall advance all expenses incurred by the Member in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding referenced in Section 8.1 hereof. The Member shall repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that the Member is not entitled to be indemnified by the Company as authorized hereby. The advances to be made hereunder shall be paid by the Company to the Member within ten (10) days following delivery of a written request therefore by the Member to the Company.

9. MISCELLANEOUS

9.1	Binding on Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors and permitted assigns of the Member.
9.2	Severability. If any provision of this Agreement is declared by a court of competent jurisdiction to be void or unenforceable, such provision shall be deemed severed from the remainder of this Agreement and the balance of this Agreement shall remain in effect.

6

9.3	Notices. All notices under this Agreement shall be in writing and shall be given to the person entitled thereto, by personal service, or by mail, first class postage prepaid and addressed to the address maintained by the Company for that person or at any other address that he or she specifies in writing.
9.4	Captions. Paragraph titles or captions contained in this Agreement are inserted only as a matter of convenient reference. The title and captions in no way define, limit, extend, or describe the scope of this Agreement nor the intent of any provision hereof.
9.5	Gender. Whenever required by the context, the masculine shall include the feminine and neuter genders, and vice versa; and the word “person” shall include a corporation, partnership, firm, or other form of association; the singular shall include the plural, and vice versa.
9.6	Choice of Law. Except as necessary to ensure compliance with the Code, this Agreement shall be construed under the laws of the State of Ohio as if this Agreement were executed in and to be performed entirely within Ohio.

     IN WITNESS WHEREOF, the undersigned, being the sole member of OnePointCity, LLC, has executed this Operating Agreement as of the date first above written.

     MEMBER

     GeoTrac, Inc.
     A Delaware corporation

By:	/s/ Todd C. Johnson Todd C. Johnson
	Senior Vice President and Secretary

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EX-3.91

Exhibit 3.91

          State of Delaware
         Secretary of State
   Division of Corporations
Delivered 10:30 AM 11/09/2007
 FILED 10:30 AM 11/09/2007
SRV 071207797 - 4456513 FILE

STATE of DELAWARE
LIMITED LIABILITY COMPANY
CERTIFICATE of FORMATION

• First: The name of the limited liability company is SoftPro, LLC

• Second: The address of its registered office in the State of Delaware is 1209 Orange Street in the City of Wilmington. The name of its Registered agent at such address is Corporation Trust Company.

• Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                     .”)

• Fourth: (Insert any other matters the members determine to include herein.)

In Witness Whereof, the undersigned have executed this Certificate of Formation this 8th day of November, 2007.

By:	/s/ Todd C. Johnson Authorized Person(s)
Name:	/s/ Todd C. Johnson Typed or Printed

EX-3.92

Exhibit 3.92

SoftPro, LLC
A Delaware Limited Liability Company

OPERATING AGREEMENT

November 12, 2007

          This Operating Agreement is adopted as of November 12, 2007, by Fidelity National Information Solutions, Inc., a Delaware corporation (the “Member”) in connection with the operation of SoftPro, LLC, a Delaware limited liability company. Certain capitalized words used herein have the meanings set forth in Section 2 hereof.

1. ORGANIZATION

1.1	General. SoftPro, LLC (the “Company”) was formed as a Delaware limited liability company by the execution and filing of the Certificate of Formation with the Delaware Secretary of State in accordance with the Act, and the rights and liabilities of the Member shall be as provided in such Act, as may be modified in this Agreement. In the event of a conflict between the provisions of the Act and the provisions of this Agreement, the provisions of this Agreement shall prevail unless the Act specifically provides that an operating agreement may not change the provision in question.
1.2	Business Purpose. The Company may engage in any lawful business activity in which a Delaware limited liability company may engage, as determined from time to time by the Member, except that the Company shall not engage in the trust company business or in the business of banking or insurance.
1.3	Name and Address of Company. The business of the Company shall be conducted under the name “SoftPro, LLC”, and its initial principal office shall be located at the following address: 601 Riverside Avenue, Jacksonville, FL 32204. The principal office address may be changed from time to time as directed by the Member.
1.4	Term. The term of this Agreement shall be coterminous with the period of duration of the Company as provided in the Certificate, which is perpetual unless sooner terminated as provided in this Agreement.
1.5	Required Filings. The Member shall cause to be executed, filed, recorded, or published, such certificates and documents as may be required by this Agreement or by law in connection with the formation and operation of the Company.

1

1.6	Registered Agent. The Company’s initial registered agent shall be as provided in the Certificate. The registered agent may be changed from time to time by the Member by causing the filing of the name of the new registered agent in accordance with the Act.
1.7	Tax Status. The Company shall be treated as a disregarded entity of the Member for federal and state income tax purposes.

2. DEFINITIONS

For purposes of this Agreement, the terms defined herein below shall have the following meaning unless the context clearly requires a different interpretation:

2.1	“Act” shall mean the Delaware Limited Liability Company Act, codified in the Delaware Statutes under Title 6, Section 18:101, et seq., as may be amended from time to time.
2.2	“Agreement” shall mean this Operating Agreement of the Company.
2.3	“Capital Contributions” shall mean the contributions to the capital of the Company by the Member, as provided in Section 3.1 hereof.
2.4	“Certificate” shall mean the Certificate of Formation of the Company filed with the Delaware Secretary of State, as may be amended from time to time.
2.5	“Company” shall refer to the limited liability company created pursuant to the Certificate as governed by this Agreement.
2.6	“Distributions” shall mean any cash (or property to the extent applicable) distributed to the Member arising from his ownership in the Company.
2.7	“Member” shall mean Fidelity National Information Solutions, Inc., a Delaware corporation.
2.8	“Net Income” and “Net Losses” shall mean the net income and net losses, respectively, of the Company as determined for federal income tax purposes.

3. CAPITAL

3.1	Capital Contributions. The Member may make contributions to the capital of the Company from time to time in its sole and absolute discretion.
3.2	Interest. The Member shall not receive interest on its contributions to the capital of the Company.

2

4. FINANCIAL

4.1	Fiscal Year. The fiscal year of the Company shall end on December 31, unless the Member determines that some other fiscal year would be more appropriate and obtains the consent of the Internal Revenue Service to use that other fiscal year.
4.2	Expenses of the Company. The Company shall pay or reimburse to the Member any expenses incurred by the Member on behalf of the Company.
4.3	Net Income, Net Losses and Distribution. All Net Income and Net Losses shall be allocated to the Member. Cash and other assets shall be distributed at such times and in such amounts as determined by the Member in its sole discretion.

5. MANAGEMENT

5.1	Management of the Company. The operations and affairs of the Company shall be administered by the Member. The Member shall have all authority, rights, and powers conferred by law and those necessary or appropriate to carry out the purposes of the Company as set forth in Section 1.2.
5.2	Authority of the Member. The Member is an agent of the Company for the purpose of its business or affairs, and the act of the Member, including, but not limited to, the execution in the name of the Company, of any instrument, for the apparent purpose of carrying on in the usual way the business or affairs of the Company, binds the Company, unless the Member has, in fact, no authority to act for the Company in the particular matter and the person with whom the Member is dealing has actual knowledge of the fact that the member has no such authority.
5.3	Appointment and Duties of Officers.
(a)	Appointment of Officers. In connection with the management of the operations and affairs of the Company, the Member may, but is not required to, appoint officers of the Company. The officers of this Company may include a President, a Vice President, a Secretary, and a Chief Financial Officer. The Member, at its discretion, may also appoint such other officers, as it deems appropriate. Each officer shall exercise such powers and perform such duties as are prescribed herein or as determined by the Member. Any number of offices may be held by the same person. An officer need not be a Member of the Company.

3

(b)	Term of Office. The Member may appoint officers to serve for any period of time that it deems appropriate. Each officer shall hold office and perform such duties appurtenant thereto until he or she shall resign or shall be removed or otherwise be disqualified to serve, or until a successor to such office is appointed upon the expiration of his or her term if a term is specified.
(c)	Removal and Resignation. Any officer may be removed, either with or without cause, by the Member or by any officer upon whom such power of removal may be conferred by the Member (subject, in each case, to the rights, if any, of an officer under any contract of employment). Any officer may resign at any time by giving written notice to the Member or to the Secretary of the Company, without prejudice, however, to the rights, if any, of the Company under any contract to which such officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
(d)	Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled, if at all, in the manner prescribed in this Agreement for regular appointments to such office.
(e)	President. The President shall be the Chief Executive Officer of the Company and shall, subject to the control of the Member, have general supervision, direction, and control of the business and officers of the Company.
(f)	Vice President. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Member or, if not ranked, the Vice President designated by the Member, shall perform all the duties of the President, and when so acting shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Member.
(g)	Secretary. The Secretary shall record or cause to be recorded, and shall keep or cause to be kept, at the Company’s principal executive office and such other place as the Member may order, a book of minutes of written actions taken by the Member. The Secretary shall keep, or cause to be kept, at the Company’s principal executive office (i) a current list of the full name and last known business or residence address of each Member and of each holder of an economic interest in the Company, together with the Capital Contribution and the Percentage Interest of each Member, (ii) a copy of the Certificate, and all amendments thereto, (iii) copies of the Company’s federal, state and local income tax or information returns and reports, if any, for the six most recent taxable years, (iv) a copy of this Agreement, and any amendments thereto, (v) copies of any written executed powers of attorney executed in relation to the Agreement and Certificate, (vi) copies of the financial statements of the Company, if any, for the six most recent fiscal years, and (vii) the books and records of the Company as

4

they relate to the internal affairs of the Company for at least the current and past four fiscal years.

(h)

Chief Financial Officer. The Chief Financial Officer of the Company shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and Capital Accounts. The books of account shall at all reasonable times be open to inspection by the Member. The Chief Financial Officer shall deposit all monies and other valuables in the name and to the credit of the Company with such depositories as may be designated by the Member. The Chief Financial Officer shall disburse the funds of the Company as may be ordered by the Member, shall render to the President and the Member, whenever they request it, an account of all of his or her transactions as Chief Financial Officer and of the financial condition of the Company, and shall have such other powers and perform such other duties as may be prescribed by the Member.

6. LIABILITY OF THE MEMBER

6.1 Liability of Member. Except as specifically provided in the Act, the Member shall not be liable for the debts, liabilities, contracts, or any other obligations of the Company.

7. DISSOLUTION AND TERMINATION OF THE COMPANY

7.1 Events Causing Cancellation. Notwithstanding any provisions of the Act, the Company shall be dissolved and its affairs shall be wound up only upon the earliest to occur of the following events:

(a) The written consent of the Member; or

(b) Entry of a decree of judicial dissolution pursuant to the Act.

7.2

Certification of Dissolution. As soon as possible following the occurrence of any of the events specified in Section 7.1, the Member, or its legal representative, shall execute a Certificate of Cancellation in such form as shall be prescribed by the Delaware Secretary of State and file such Certificate as required, by the Act.

7.3

Distribution on Dissolution. In the event of dissolution, the Member shall take full account of the Company’s assets and liabilities, shall liquidate the assets as promptly as is consistent with obtaining their fair value, or, if the assets cannot be sold, they shall be valued and distributed in kind, and shall apply and distribute the proceeds or assets in the following order: (a) To the payment of

5

creditors of the Company; (b) To the creation of any reserves which the Member deems reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company; (c) To the repayment of any outstanding loans made by the Member to the Company; and (d) The remaining balance to the Member.

8. INDEMNIFICATION

8.1

General. The Company, its receiver or its trustee, shall indemnify, defend and save harmless the Member and officers of the Member and the Company from any claims, liability, loss or damage incurred by the Member by reason of any act performed or omitted to be performed by the Member in connection with the business of the Company, including costs and attorney’s fees and any amounts expended in the settlements of any claims of liability, loss or damage; provided that if the liability, loss or claim arises out of any action or inaction of the member: (a) the Member must have determined, in good faith, that its course of conduct was in the best interests of the Company; and (b) the action or inaction did not constitute fraud, breach of fiduciary duty, gross negligence or willful malfeasance by the Member; and, provided further, that the indemnification shall be recoverable only from the assets of the Company. The Company may, however purchase and pay for that insurance, including extended coverage liability and casualty and worker’s compensation, as would be customary for any person engaging in a similar business, and name the Member as additional or primary insured parties.

8.2

Advancement of Expenses. The Company shall advance all expenses incurred by the Member in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding referenced in Section 8.1 hereof. The Member shall repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that the Member is not entitled to be indemnified by the Company as authorized hereby. The advances to be made hereunder shall be paid by the Company to the Member within ten (10) days following delivery of a written request therefore by the Member to the Company.

9. MISCELLANEOUS

9.1	Binding on Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors and permitted assigns of the Member.
9.2	Severability. If any provision of this Agreement is declared by a court of competent jurisdiction to be void or unenforceable, such provision shall be deemed severed from the remainder of this Agreement and the balance of this Agreement shall remain in effect.

6

9.3	Notices. All notices under this Agreement shall be in writing and shall be given to the person entitled thereto, by personal service, or by mail, first class postage prepaid and addressed to the address maintained by the Company for that person or at any other address that he or she specifies in writing.
9.4	Captions. Paragraph titles or captions contained in this Agreement are inserted only as a matter of convenient reference. The title and captions in no way define, limit, extend, or describe the scope of this Agreement nor the intent of any provision hereof.
9.5	Gender. Whenever required by the context, the masculine shall include the feminine and neuter genders, and vice versa; and the word “person” shall include a corporation, partnership, firm, or other form of association; the singular shall include the plural, and vice versa.
9.6	Choice of Law. Except as necessary to ensure compliance with the Act, this Agreement shall be construed under the laws of the State of Delaware as if this Agreement were executed in and to be performed entirely within the Delaware.

     IN WITNESS WHEREOF, the undersigned, being the sole member of SoftPro, LLC, has executed this Operating Agreement as of the date first above written.

MEMBER

Fidelity National Information Solutions, Inc.
A Delaware corporation

By:	/s/ Todd C. Johnson
	Todd C. Johnson
	Senior Vice President and Secretary

7

EX-3.93

Exhibit 3.93

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 01:15 PM 12/26/2000

001648606 - 3335820

STRATEGIC PROPERTY INVESTMENTS, INC.

CERTIFICATE OF INCORPORATION

1.	The name of the corporation (the “Corporation”) is Strategic Property Investments, Inc.
2.	The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Streer, in the City of Wilmington, County of New Castle. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.
3.	The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
4.	The total number of shares which the Corporation shall have authority to issue is 3,000 shares of common stock, par value $1.00 per share.
5.	The name and mailing address of each incorporator is as follows:

NAME	MAILING ADDRESS
Marjorie Nemzura	171 North Clark Street
	Chicago, Illinois 60601

6. The name and mailing address of each person who is to serve as a director until the first annual meeting of the stockholders or until a successor is elected and qualified, is as follows:

NAME	MAILING ADDRESS
Patrick F. Stone	4050 Calle Real
	Santa Barbara, California 93110

7.	The corporation is to have perpetual existence.
8.	In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the bylaws of the Corporation.
9.	Elections of directors need not be by written ballot except and to the extent provided in the bylaws of the Corporation.
10.	The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.
11.	A. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of the State of Delaware is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of

the State of Delaware as so amended. Any repeal or modification, of this Section (A) by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

B.

(1) Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she or a person of whom he or she is the legal representative is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expenses, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided in subsection (2) of this Section (B) with respect to proceedings seeking to enforce rights to indemnification, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section (B) shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition: provided, however, that if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of an undertaking by or on behalf of such director or officer to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section (B) or otherwise.

(2)  If a claim under subsection (1) of this Section (B) is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or stockholders) to have made a determination prior to the commencement of such

2

	action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or stockholders) that the claimant has not met such applicable standards of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.
(3)	The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section (B) shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, bylaw, agreement, vote of stockholders or disinterested directors or otherwise.
(4)	The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability, loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware.
(5)	The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and rights to be paid by the Corporation the expenses incurred in defending any proceeding in advance of its final disposition, to any employee or agent of the Corporation to the fullest extent of the provisions of this Section (B) with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

          I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand on December 26, 2000.

/s/ Marjorie Nemzura  

Marjorie Nemzura 

3

EX-3.94

Exhibit 3.94

EXHIBIT “A”

STRATEGIC PROPERTY INVESTMENTS, INC.

BYLAWS
Effective July 15, 2005

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office shall be in the State of Delaware.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. Time and Place of Meetings. All meetings of the shareholders shall be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meetings. Annual meetings of shareholders shall be held on the first Tuesday of April, if not a legal holiday, and if a legal holiday, then on the next business day following, or at such other date as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. At the annual meeting, the shareholders entitled to vote thereat shall elect a Board of Directors and transact such other business as may properly be brought before the meeting.

Section 3. Special Meetings. Special meetings of the shareholders, unless otherwise prescribed by statute or provided by the Articles of Incorporation or these bylaws, may be called by the President or the Board of Directors or by the holders of at least 10% of all shares entitled to vote at the meeting. Business conducted at any special meeting shall be confined to the purpose or purposes described in the notice thereof.

Section 4. Notice. Written or printed notice stating the place, day and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 calendar days (20 days in the case of a meeting to approve a plan of merger or exchange) nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the President,

Strategic Property Investments, Inc.
Amended and Restated Bylaws
July 15, 2005

the Secretary or the officer or other person calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his or its address as it appears on the share transfer records of the Corporation, with postage prepaid.

Section 5. Quorum. A quorum shall be present at a meeting of shareholders if the holder or holders of a majority of the shares entitled to vote are present in person, represented by duly authorized representative in the case of a corporation or other legal entity or represented by proxy, unless otherwise provided in the Articles of Incorporation. Unless otherwise provided in the Articles of Incorporation or these bylaws, once a quorum is present at a duly constituted meeting of shareholders, the shareholders present or represented at the meeting may conduct such business as may be properly brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any shareholder present or represented shall not affect the presence of a quorum at the meeting. Unless otherwise provided in the Articles of Incorporation or these bylaws, the shareholders entitled to vote and present or represented at a meeting of shareholders at which a quorum is not present may adjourn the meeting until such time and to such place as may be determined by a vote of the holders of a majority of the shares represented at the meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be conducted which might have been conducted at the meeting as originally notified.

Section 6. Voting. With respect to any matter, other than the election of directors or a matter for which the affirmative vote of the holders of a specified portion of the shares is required by statute, the affirmative vote of the holders of a majority of the shares entitled to vote on that matter and represented at a meeting of shareholders at which a quorum is present shall be the act of the shareholders, unless otherwise provided in the Articles of Incorporation or these bylaws. Unless otherwise provided in the Articles of Incorporation of these bylaws, directors shall be elected by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present.

Section 7. Method of Voting. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the Articles of Incorporation provide for more or less than one vote per share or limit or deny voting rights to the holders of the shares of any class or series or as otherwise provided by statute. A shareholder may vote in person, by duly authorized representative in the case of a corporation or other legal entity or by proxy executed in writing by the shareholder or by his or its duly authorized attorney-in-fact. Each proxy shall be filed with the Secretary of the Corporation prior to the time of the meeting.

Section 8. Action Without Meeting. Unless otherwise provided in the Articles of Incorporation, any action required or permitted to be taken at any meeting of the shareholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall have been signed

2

Strategic Property Investments, Inc.
Amended and Restated Bylaws
July 15, 2005

by the holder or holders of all the shares entitled to vote with respect to the action that is the subject of the consent.

ARTICLE III

DIRECTORS

Section 1. Responsibilities. The powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, its Board of Directors.

Section 2. Number; Term. The number of initial directors shall be no less than one (1) and no greater than three (3). The number of directors shall be fixed from time to time by the Board of Directors or by the shareholders at the annual or a special meeting if this bylaw is amended to provide for more than one director. No decrease in the number of directors shall have the effect of shortening the term of an incumbent director. The directors shall be elected at the annual meeting of the shareholders, except as provided in Section 3 below. At each annual meeting, the holders of shares entitled to vote in the election of directors shall elect directors to hold office until the next succeeding annual meeting. Unless removed in accordance with the Articles of Incorporation or this Section, each director elected shall hold office for the term for which he is elected and until his successor shall have been elected and qualified. Directors need not be residents of the State of Delaware or shareholders of the Corporation. At any meeting of shareholders called expressly for that purpose, any director or the entire Board of Directors may be removed, with or without cause, by the affirmative vote of the holder or holders of a majority of the shares then entitled to vote at an election of directors.

Section 3. Vacancies; Increases. Any vacancy occurring in the Board of Directors (by death, resignation, removal or otherwise) may be filled by election at an annual or special meeting of shareholders called for that purpose, by the affirmative vote of a majority of the remaining directors then in office, though less than a quorum, or by a sole remaining director. Each director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual or special meeting of shareholders called for that purpose or by the Board of Directors for a term of office continuing only until the next election of one or more directors by the shareholders; provided, however, that the Board of Directors may not fill more than two such directorships during the period between any two successive annual meetings of shareholders.

Section 4. Place of meetings. Meetings of the Board of Directors, regular or special, may be held either within or without the State of Delaware.

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Strategic Property Investments, Inc.
Amended and Restated Bylaws
July 15, 2005

Section 5. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and at such place as shall from time to time be determined by the Board of Directors. Regular meetings of the Board of Directors may be held without notice.

Section 6. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of by the President and shall be called by the Secretary on the written request of at least two directors. Written notice specifying the time and place of special meetings shall be given to each director at least three days before the date of the meeting. Such notice may, but need not, specify the purpose or purposes of the meeting.

Section 7. Quorum; Majority Vote. At all meetings, a majority of the number of the directors fixed in the manner provided in these bylaws shall constitute a quorum for the transaction of business unless a greater number is specifically required by statute or provided in the Articles of Incorporation or these bylaws. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise specifically required by statute or provided in the Articles of Incorporation or these bylaws, in which case the express provision shall control. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 8. Minutes. The Board of Directors shall keep regular minutes of its proceedings. The minutes shall be placed in the minute book of the Corporation.

Section 9. Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees, each of which shall be comprised of one or more members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified members, at any meeting of that committee. Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these bylaws, shall have and may exercise all of the authority of the Board of Directors, except as otherwise provided by statute. The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 10. Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. Such minutes shall be place in the minute book of the Corporation.

Section 11. Action Without Meeting. Unless otherwise restricted by the Articles of Incorporation or these bylaws, any action required or permitted to be taken at a meeting of the Board of Directors or any committee may be taken without a meeting if a consent

4

Strategic Property Investments, Inc.
Amended and Restated Bylaws
July 15, 2005

in writing, setting forth the action so taken, is signed by all the members of the Board of Directors or committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting.

ARTICLE IV

NOTICES

Section 1. Method. Whenever by statute, the Articles of Incorporation, these bylaws or otherwise, notice is required to be given to a director or shareholder, and no provision is made as to how the notice shall be given, it shall not be construed to be personal notice, but any such notice may be given: (a) in writing, by mail, postage prepaid, addressed to the director at the last address known by the Corporation for such director or shareholder at the address appearing on the share transfer records of the Corporation, or (b) in any other method permitted by law. Any notice required or permitted to be given by mail shall be deemed given at the time when the same is deposited in the United States mail.

Section 2. Waiver. Whenever by statute, the Articles of Incorporation or these bylaws, any notice is required to be given to a director or shareholder, a waiver thereof in writing, signed by the person or persons entitled to such notice, or in the case of a corporation or other legal entity by its duly authorized representative, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

ARTICLE V

OFFICERS

Section 1. Number. The officers of the Corporation shall consist of a President and a Secretary, each of whom shall be elected by the Board of Directors. The Board of Directors may also elect such other officers as they deem necessary or desirable, including a Chairman of the Board, a Treasurer, a Controller and one or more Vice Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and Assistant Controllers. All officers of the Corporation shall hold office at the pleasure of the Board of Directors. The same person may, at the discretion of the Board of Directors, hold any two or more offices.

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Strategic Property Investments, Inc.
Amended and Restated Bylaws
July 15, 2005

Section 2. Appointed Officers. The President may appoint such other officers and agents as he shall deem necessary or desirable who shall hold their offices for such terms as the President shall determine.

Section 3. Removal. Any officer elected by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby.

Section 4. Compensation. The compensation of all officers and agents of the Corporation who are also directors of the Corporation shall be fixed by the Board of Directors. The Board of Directors may delegate the power to fix the compensation of all other officers and agents of the Corporation to an officer of the Corporation.

Section 5. Duties. The officers of the Corporation, whether elected or appointed, shall have such authority and shall perform such duties as are customarily incident to their respective offices, or as may be specified from time to time by resolution of the Board of Directors regardless of whether such authority and duties are customarily incident to such office.

ARTICLE VI

CERTIFICATE OF STOCK

     Every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of, the Corporation, by the President or the Vice President, and by the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation.

ARTICLE VII

INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Each person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust or other enterprise or employee benefit plan (including he heirs, executors, administrators or estate of such person) shall be indemnified by the Corporation to the fullest extent that a corporation is required or permitted to grant indemnification to such person under the Delaware General Corporation Law, as the same exists or may hereafter be amended. Reasonable expenses incurred by a director, officer, employee or agent of the Corporation who was, is or is threatened to be made a named defendant or respondent in a proceeding shall be paid or

6

Strategic Property Investments, Inc.
Amended and Restated Bylaws
July 15, 2005

reimbursed by the Corporation, in advance of the final disposition of the proceeding, to the maximum extent permitted under Delaware law, as the same exists or may hereafter be amended. The right to indemnification under this Article shall be a contract right. In the event of the death of any person having a right of indemnification under this Article, such right will inure to the benefit of his or her heirs, executors, administrators and personal representatives. The rights under this Article will not be exclusive of any other right which any person may have or hereinafter acquire under any statute, bylaw, resolution of shareholders of directors, agreement or otherwise.

ARTICLE VIII

GENERAL PROVISIONS

     Section 1. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

     Section 2. Fiscal Year. The fiscal year of the Corporations shall be fixed by resolution of the Board of Directors.

     Section 3. Telephone and Similar Meetings. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, the shareholders, members of the Board of Directors or members of any committee of the Board of Directors may participate in and hold a meeting of such shareholders, the Board of Directors or committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meting is not lawfully called or convened.

     Section 4. Distributions and Share Dividends. Subject to statute and any provision of the Articles of Incorporation, distributions in the form of cash or property or share dividends may be declared by the Board of Directors at any regular or special meeting.

     Section 5. Amendment of Bylaws. Unless otherwise provided by law, the Articles of Incorporation or these bylaws, these bylaws may be altered, amended or repealed, or new bylaws may be adopted, by the shareholders or the Board of Directors, subject to the shareholders providing in amending, repealing or adopting a particular bylaw that it may not be amended or repealed by the Board of Directors.

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EX-3.95

Exhibit 3.95

FORM: Articles of Amendment, LLC Page 1 of 2

Articles of Amendment Limited Liability Company

This form should be filled out in full, printed, and returned, with the fee, to the Secretary of State, 81 River Street, Drawer 09, Montpelier, VT 05609. Because a signature and fee is required we are not able to accept this on-line.

Current name: National Residential Nominee Services Vermont, LLC

Name is changed to: Vermont Residential Nominee Services, LLC

     (name must end with Limited Liability Company; Limited Company; LLC; or LC; may abbreviate Ltd & Co)

(Alternate name)

NOTE: A Foreign LLC (non VT) must attach a good standing certificate, dated no earlier than 30 days prior to filing, from its state of origin. Click “here” to see what you can do if the name is not available in Vermont.

Date articles were filed: 5/13/02 organized under the laws of the state (or country): Vermont

o Is changing its state (or country) of origin to:                                         

o Is changing to a term Limited Liability Company:                                         

o Is changing the period of duration of its term to:                                         

o Is ceasing to be a Term Limited Liability Company.

o Is changing to a Manager-Managed company. The name and address of each MANAGER

name

o Is changing to a Member-Managed company.

o Amending that members of the company ARE to be personally liable for debts and obligations under § 3043(b) of this title.

o Amending that members of the company CEASE to be personally liable for debts and obligations under § 3043(b) of this title.

o Changes other than listed above:

SIGNATURE:	/s/ Marjorie Nemzura	Title:	Vice President	Date:	5/20/02
	Marjorie Nemzura

$25.00 fee (mandatory). Print & file in duplicate. If a delayed effective date is not specified                  (no later than 90 days after filing), it is effective the date it is approved. Note: In the event that there is a problem with your application an email address or phone number may allow us to contact you faster: 312-223-4552

(STAMP)

FORM: LIMITED LIABILITY COMPANY ARTICLES OF ORGANIZATION Page 1 of 2

LLC ARTICLES OF ORGANIZATION (Domestic & foreign -T.11,Ch.21)

This form should be filled out in full, printed, and returned, with the fee, to the Secretary of State’s Office, 81 River Street, Drawer 09, Montpelier, VT 05609. Because a signature and fee is required we are not able to accept this on-line. We suggest that you consult an attorney if you have any legal questions regarding LLC filings.

Name of LLC: National Residential Nominee Services Vermont, LLC
(Name must contain the words Limited Liability Company, Limited Company, LLC, LC)

Organized under the laws of the state (or country) of: Vermont
A Foreign LLC must attach a good standing certificate, dated no earlier than 30 days prior to filing, from its State of origin.

Principal office: 300           Street # 650
San Francisco           CA                94104

Registered agent: CT Corporation System

Agent’s street & po box: 26 Railroad Avenue
           Essex Junction                VERMONT 05453-0123

The fiscal year ends the month of: Dec. (DEC will be designated as the month your year ends unless you state differently.) Each company under this title is required to file an annual report within 2¹/₂ months of the close of its fiscal year. Failure to file may result in termination of the its authority. A pre-printed form will be mailed to your agent when the report is due.

Is this a term LLC? o Yes þ No If Yes, state the duration of its term:                     
An LLC is an At-Will Company unless it is designated in its articles of organization as a Term Co)

This is a MANAGER-MANAGED company? þ Yes o No If yes list name & address below.

 Radah Butler 300 Montgomery Street # 650 San Francisco, CA 94104
Francene DePrez 808 Travis Street, Suite 1518, Houston, TX 77002

Are members personally liable for debts & obligations under T.11,§3043(b)? o Yes þ No

Printed Name Marjorie Nemzura Signature /s/ Marjorie Nemzura date 5/9/02

Organizers address:	171 N. Clark Street - 8th Floor
	Chicago, IL 60601-3294

FEES: Vermont Domestic = $75.00 Foreign (non-Vermont) = $l00.00 Print & file in duplicate. If a delayed effective date is not specified                      (no later than 90 days after filing), it is effective the date it is approved.

In the event that there is a problem with your application give us an email address or a phone number so we can serve you faster: email

(STAMP)

EX-3.96

Exhibit 3.96

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

VERMONT RESIDENTIAL NOMINEE SERVICES, LLC

A MANAGER MANAGED
VERMONT LIMITED LIABILITY COMPANY

Dated as of February 15, 2007

E.I.N. 73-1644259

     This Amended and Restated Operating Agreement is dated as of February 15, 2007, by and between National Residential Nominee Services Inc., a Delaware corporation, with a principal place of business located at 601 Riverside Avenue, Jacksonville, FL 32204 (the “Manager”), as the sole Manager; and Investment Property Exchange Services, Inc., a California corporation, with a principal place of business located at 50 California Street, Suite 3550, San Francisco, CA 94111 (“IPEX”), as the member (the “Member”).

     The parties hereto, being duly sworn, certify and agree as follows:

ARTICLE I
Formation and Name

     The limited liability company (the “Company”) was formed pursuant to the provisions of the Act. The business and affairs of the Company shall be conducted under the name “Vermont Residential Nominee Services, LLC” or such other name or names as may be designated by the Manager.

ARTICLE II
Principal Place of Business, Agent for Service of Process

     The principal place of business of the Company shall be 601 Riverside Avenue, Jacksonville, FL 32204. The principal place of business and other places of business may be designated by the Manager. The records required to be maintained pursuant to the Act shall be initially maintained at the principal office of the Company, and the initial resident agent of the Company in the State of Vermont for service of process shall be CT Corporation System, 26 Railroad Avenue, Essex Junction, Vermont 05453.

ARTICLE III
Purposes

Section 3.1

     The purposes of the Company are to take, hold and transfer title to residential real estate, and to engage in such lawful business or activities which may be necessary or incidental to the foregoing; and in general to carry on any business activity permitted and to exercise all the powers and rights granted a limited liability company organized under the Act.

Section 3.2 Powers

     In furtherance of the above purposes, the Company shall have the following powers:

     A. to acquire property, real or personal, in fee or under lease, or any rights therein or appurtenant thereto, necessary or convenient for the business and operations of the Company;

     B. to enter into, perform and carry out contracts of any kind, including contracts with Affiliates, necessary to, in connection with, or incidental to, the accomplishment of the purposes of the Company;

     C. to borrow money and to issue evidence of indebtedness and to secure the same by mortgage, pledge or other lien on any assets of the Company, in furtherance of any and all of the purposes of the Company;

     D. to repay in whole or in part, refinance, recast, increase, modify or extend any mortgages affecting the Company’s property, and in connection therewith to execute any extensions, renewals, modifications of any such mortgages;

     E. to guaranty obligations of Affiliates upon terms and conditions determined by the Manager;

     F. to invest and reinvest the assets of the Company in, and to purchase or otherwise acquire, hold, sell, transfer, exchange or otherwise dispose of securities of all types and descriptions and any other interests in business ventures; and

     G. to carry on any other activities necessary to, or in connection with, or incidental to, the accomplishment of the purposes of the Company, so long as such activities may be lawfully carried on or performed by a limited liability company under the Act and other applicable laws of the State.

     Except as expressly provided herein, no Member shall have any authority to act for, or assume any obligations or responsibility on behalf of, any other Member or the Company.

ARTICLE IV
Term

     The Company shall commence on the date of the filing of the Articles of Organization with the Office of the Secretary of State of the State of Vermont and shall continue thereafter until terminated by operation of law or in accordance with the provisions of this Agreement.

ARTICLE V
Capital Contributions

Section 5.1 Original Capital Contributions

     Prior to or contemporaneously with the execution of this Agreement, the Members have contributed to the capital of the Company the aggregate amount of cash and other property set forth in Exhibit A attached hereto and made a part hereof.

Vermont Residential Nominee Services, LLC
Amended & Restated Operating Agreement
February 16, 2007

- 2 -

Section 5.2 Additional Contributions

     Capital Contributions in addition to those referred to in Section 5.1 above may be made from time to time when, as and if it is determined by the Members that additional Capital Contributions are necessary or desirable to accomplish the purposes of the Company.

Section 5.3 Interest on Capital Contributions

     No interest shall be paid upon Capital Contributions.

Section 5.4 Withdrawal of Capital

     No Member shall have the right to withdraw any capital contributed to the Company except as specifically provided herein.

Section 5.5 Liability of Members

     Notwithstanding anything to the contrary elsewhere contained herein, and except as otherwise specifically provided herein or in the Act, no Member shall be liable for Company obligations in an amount in excess of its aggregate Capital Contributions to the Company, including any additional Capital Contributions if and to the extent the same become due and payable under Section 5.2.

Section 5.6 Property Other Than Cash

     No Member shall have the right to demand or receive property other than cash in return for its Capital Contribution, and except as its interest may appear in the accounts of the Company, no Member shall have priority over any other Member, either as to contributions of capital or as to compensation by way of income.

Section 5.7 Capital Accounts

     An individual Capital Account shall be established and maintained for each Member, including any additional or substituted Member who shall hereafter receive an interest in the Company. The original Capital Account established for each such substituted Member shall be in the same amount as, and shall replace, the Capital Account of the Member which such substituted Member succeeds, and, for the purposes of this Agreement, such substituted Member shall be deemed to have made the Capital Contribution, to the extent actually paid in, of the Member which such substituted Member succeeds. The Capital Account of each Member shall be (i) credited with (a) the amount of cash such Member has contributed to the Company plus (b) the fair market value of any property such Member has contributed to the Company net of any liabilities assumed by the Company or to which such property is subject plus (c) the amount of profits or gain of the Company

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allocated to such Member, and (ii) charged with (a) the amount of losses and deductions of the Company allocated to such Member, (b) the amount of all cash distributed by the Company to such Member, (c) the fair market value of any property distributed by the Company to such Member net of any liabilities assumed by the Company or to which such property is subject and (d) such Member’s share of any other expenditures of the Company which are not deductible by the Company for Federal income tax purposes or which are not allowable as additions to the basis of the Company property and shall be (iii) subject to other adjustments as may be required under the Code. The term “substituted Member,” as used in this paragraph, shall mean a Person who shall become entitled to receive a share of the profits, losses and distributions of the Company by reason of such Person succeeding to the interest in the Company of a Member by assignment of all or any part of a Member’s interest in the Company. To the extent a substituted Member receives less than 100% of the interest in the Company of a Member it succeeds, the original Capital Account of such substituted Member and its Capital Contribution shall be in proportion to the interest it receives and the Capital Account of the Member who retains a partial interest in the Company and its Capital Contribution shall continue, and not be replaced, in proportion to the interest it retains. Any special basis adjustments resulting from an election by the Company pursuant to Section 754 of the Code shall not be taken into account for any purpose in establishing and maintaining Capital Accounts for the Members pursuant to this Section 4.3. Nothing in this section shall affect the limitation on the transferability of Company interests set forth in Article VII, Article VIII or Section 13.1 of this Agreement.

ARTICLE VI
Additional Members

     The Manager is authorized to admit additional Members to the Company, at such times, and upon such terms and conditions, as it may determine.

ARTICLE VII
Loans

Section 7.1 Company Borrowings

     If, at any time or from time to time, the Manager determines that additional funds are required to carry on the business of the Company in the manner contemplated hereunder, the Company may, in lieu of or in addition to obtaining funds from any other source, borrow such funds upon terms and conditions it may determine.

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Section 7.2 Operating Loans

     In lieu of or in addition to making additional Capital Contributions pursuant to Section 5.2 hereof, or borrowing funds pursuant to Section 7.1 hereof, each Member may advance or cause to be advanced to the Company funds. Such advances (herein called “Operating Loans”) shall be deemed to be loans rather than Capital Contributions and shall bear interest at a rate determined by the Manager. Operating Loans shall be evidenced by promissory notes of the Company (“Operating Notes”) and shall be repaid in the manner and at the times specified in Sections 11.2 and 12.1. If the Members so determine, and subject to the approval, if required, of any lenders or governmental authorities having jurisdiction over any Property, such notes may be secured by a lien on all real or personal property owned by the Company or on the beneficial interest therein (or so much thereof as is then owned by the Company), evidenced by a security instrument (which may be, among other types, a mortgage or collateral assignment of beneficial interest) in appropriate form with respect to the law of the jurisdiction in which such property is located, subject to liens, if any, of mortgages granted by the Company or to which such property was subject when acquired by the Company, and to any other lien theretofore granted by the Company. Such security instrument shall also contain provisions requiring its subordination by its holder, to the extent of the cost of improvements reasonably necessary to accomplish the purposes set forth in Article III hereof, to any lien thereafter granted by the Company or its successors in title to a recognized bank, savings and loan association or other lending institution.

Section 7.3 Benefit

     The undertakings of the Members in Section 5.2 and this Article VII are made for the benefit of the Members and the Company and shall not inure to the benefit of any creditor of the Company other than a Member.

ARTICLE VIII
Rights, Duties and Powers

Section 8.1 Rights and Responsibilities of Manager

     The Manager shall be solely responsible for the management of the Company business with all rights and powers generally conferred by law or necessary, advisable or consistent in connection therewith. All decisions with respect to the management and control of the Company which are made by the Manager as aforesaid shall be binding on the Company and all Members.

Section 8.2 Duties and Powers of Manager

     The Manager has full and sole authority to cause the Company to exercise the powers conferred on the Company in Article III. The Manager shall use

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reasonable efforts to carry out the purposes, business and objectives of the Company referred to in Article III, and shall devote to the Company business such time and effort as shall be reasonably required for the proper conduct of the business of the Company. Anything in this Agreement to the contrary notwithstanding, all Persons dealing with the Company may rely upon the authority of the Manager to execute, for and in behalf of the Company, any contract or other document pertaining to the business of the Company and every contract deed, mortgage, lease and other instrument executed by the Manager shall be conclusive evidence in favor of every Person relying thereon or claiming thereunder that at the time of the delivery thereof the execution and delivery of such instruments were duly authorized by the Manager in accordance with Section 8.1 of this Agreement. No Member (except a Member who is also a Manager and then only in its capacity as a Manager) shall be entitled to bind the Company. The Manager is authorized and empowered to designate and appoint any officers, agents and/or attorneys-in-fact to act for any one or more purposes for and in behalf of the Company, and any Person dealing with the Company may rely upon the efficacy of any such designation, appointment or power of attorney authorizing any such officer, agent or attorney-in-fact to act for and in behalf of the Company to the same extent as if the action so authorized had been taken by the Manager of the Company for and in behalf of the Company. Every contract, deed, mortgage, lease and other instrument executed by the Manager or by any such officer, agent and/or attorney-in-fact so designated by the Manager shall be conclusive evidence in favor of every Person relying thereon or claiming thereunder that at the time of delivery thereof (i) the Company was in existence, (ii) the Manager or such officer, agent or attorney-in-fact was duly authorized to execute such instrument and (iii) this Agreement had not been terminated, canceled or amended in any manner so as to restrict such authority.

Section 8.3 Prohibited Acts and Limitations

     Nothing contained in this Article VIII shall be construed as giving the Manager the power or right to possess Company property for other than a Company purpose nor to do any act prohibited by the terms of any statutes, ordinances, regulations or agreements applicable to the Company. All powers and rights of the Manager shall always be subject to the foregoing so long as the same continue in force and to be applicable to this Company as aforesaid.

Section 8.4 Compensation of Manager

     The Manager shall be entitled to such salary and other compensation for its services to the Company as may be Approved by the Members from time to time. Such salaries or other compensation, if any, shall be deducted as an expense of the Company in determining the Cash Flow of the Company to be distributed pursuant to Section 11.2 hereof.

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Section 8.5 Indemnity of Manager

     The Manager shall be entitled to indemnity from the Company for any liability arising out of any act performed by it within the scope conferred upon it by this Agreement, provided that the Manager acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and its Members. Any indemnity under this Section 8.5 shall be provided out of and to the extent of Company assets only, and no Member shall have any personal liability on account thereof.

Section 8.6 Activities of Members

     The Members (except a Member who is also a Manager and then only in its capacity as a Manager) shall take no part in, nor interfere in any manner with, the conduct or control of the Company business, and shall have no right or authority to act for or bind the Company.

ARTICLE IX
Independent Ventures — Self-Dealing Provisions

Section 9.1 Competition

     Any of the Members, including any Manager, may engage in or possess an interest in other business ventures of any and every nature and description. Neither the Company nor the other Members shall have any right by virtue of this Agreement in and to such independent ventures or to the income, gain or profits derived therefrom.

Section 9.2 Self-Dealing

     The fact that a Member, including any Manager, or its stockholders, officers, or directors as the case may be, is employed by, or is directly or indirectly interested in or connected with, any person, firm, or corporation employed by the Company to render or perform a service, or to whom or which the Company shall convey any property or lease any space, or from whom or which the Company shall acquire any property or lease any space, shall not prohibit the Manager from contracting with or otherwise dealing with him or it. Neither the Company nor any of the other Members, as such, shall have any rights by virtue of this Agreement in or to any income or profits derived therefrom.

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ARTICLE X
Profits and Losses

Section 10.1 Basic Ratio

     Except as provided in Section 10.3, the Profits and Losses of the Company shall be allocated among the Members in proportion to their Percentage Interests, as set forth in Exhibit A attached hereto and made a part hereof.

     The term “Profits and Losses” as used in this Agreement shall mean income and losses, and each item of income, gain, loss, deduction or credit entering into the computation thereof, as determined in accordance with the accounting methods followed by the Company and computed in a manner consistent with Treasury Regulation Section 1.704-1(b)(2)(iv). Profits and losses for Federal income tax purposes shall be allocated in the same manner as Profits and Losses for purposes of this Article X, except as provided in Section 10.3(B).

Section 10.2 Individual Items

     Except as otherwise specifically provided herein, whenever a proportionate part of the Company’s Profits or Losses is credited or charged to a Member’s capital account, each item of income, gain, loss, deduction or credit entering into the computation of such Profits or Losses, or applicable to the period during which such Profits or Losses were realized, shall be considered credited or charged, as the case may be, to such account in the same proportion.

Section 10.3 Special Tax Provisions

     A. Section 704 of the Code and the Regulations issued thereunder, including but not limited to the provisions of such regulations addressing qualified income offset provisions, minimum gain chargeback requirements, partner nonrecourse debt minimum gain chargeback provisions and allocations of deductions attributable to nonrecourse debt and partner nonrecourse debt, are hereby incorporated by reference into this Agreement.

     B. Income, gain, loss and deduction with respect to Company property which has a variation between its basis computed in accordance with Treasury Regulation Section 1.704-(b) and its basis computed for Federal income tax purposes shall be shared among Members so as to take account of the variation in a manner consistent with the principles of Section 704(c) of the Code and Treasury Regulation Section 1.704-3.

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February 16, 2007

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ARTICLE XI
Cash Flow of the Company

Section 11.1 Cash Flow

     The term “Cash Flow” of the Company for a particular fiscal year shall include all Profits from the operation of the Company for such fiscal year except Profits for such fiscal year arising from the sale or other disposition of all or a substantial part of the assets of the Company, and shall be determined by adjusting such Profits as follows:

     (a) Items described in Section 705(a)(1)(B) of the Code shall be included in Cash Flow. Items described in Section 705(a)(2)(B) of the Code shall be considered a deduction in calculating Cash Flow;

     (b) Depreciation of buildings, improvements and personal property shall not be considered as a deduction;

     (c) Amortization of financing fees, organizational expenses or similar items (for federal income tax purposes) shall not be considered as a deduction;

     (d) Principal payments on all mortgage loans, conditional sales contracts and other secured obligations (other than Operating Loans) shall be considered a deduction;

     (e) If the Manager so determines, a reasonable reserve shall be deducted to provide for replacements, improvements, capital improvements or any other contingency of the Company;

     (f) Any amounts paid by the Company for capital expenditures or replacements (and not withdrawn from a reserve fund established for such purpose) shall be considered as a deduction;

     (g) Amounts required to maintain reasonable working capital shall be considered a deduction;

     (h) Capital Contributions to the Company, the proceeds of any mortgage refinancing, the proceeds of any sale, exchange, eminent domain taking, damage or destruction by fire or other casualty, whether insured or uninsured, or other disposition of all or a substantial part of the assets of the Company (or of the assets of any partnership, joint venture or other comparable entity of which the Company is a member or of the interest of the Company in any such entity) shall not be included in Cash Flow of the Company and payments made from such sources of funds shall be excluded in determining Cash Flow of the Company; and

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     (i) Any other receipts from the operations of the Company not properly includable in Profits and Losses of the Company and any amounts released from reserve accounts and available for distribution shall be included in Cash Flow of the Company.

Section 11.2 Cash Flow Distributions

     The Cash Flow of the Company shall be determined for each fiscal year. The Manager shall make periodic (and in no event less frequent than annual) distributions to the Members of the Cash Flow of the Company in the manner and amounts hereinafter provided:

     First, to repay principal and interest on outstanding Operating Loans; and

     Second, to the Members in accordance with their respective Percentage Interests in the Company.

Section 11.3 Allocations and Distributions

     (a) In the event that there are at any time more than one class of Members, Profits and Losses of the Company allocated to and distributions made to the Members in each class shall be allocated to each of them in the ratio which the Percentage Interest of such Member bears to the aggregate Percentage Interests of all of the Members in such class.

     (b) All Profits, Losses and distributions to the Members shall be credited or charged, as the case may be, to their Capital Accounts as of the date at which Profits and Losses are determined.

     (c) Except as may be otherwise expressly provided to the contrary in this Agreement, the Members’ Capital Accounts shall be maintained, both for book purposes and for federal income tax purposes in the manner provided in Treasury Regulations 1.704-1 (b) (the “Regulations”) and profits and losses and items thereof for book purposes, and all items of income, deduction, gain, loss or credit for Federal income tax purposes shall be allocated among the Members in a manner consistent with the Regulations, so that the allocations provided in this Agreement may, to the extent possible, have “substantial economic effect” within the meaning of the Regulations.

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February 16, 2007

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ARTICLE XII

Section 12.1 Other Distributions and Payments

     All cash available from the cash proceeds resulting from the refinancing of any mortgage on, or the sale, exchange, condemnation (or similar eminent domain taking), casualty or other disposition of all or a substantial part of the assets of the Company, or from the liquidation of the assets of the Company following a dissolution of the Company, and, subject to the provisions of Article XIII, all cash other than cash distributed pursuant to Section 11.2 hereof which is determined by the Manager to be available for distribution, shall be distributed and applied in the following priority:

     First, to the payment of all debts and liabilities of the Company then due (or required by any lender or creditor to be repaid on account of the event referred to in this Article XII which makes such cash available) other than loans by a Member to the Company;

     Second, to fund reserves for contingent liabilities to the extent deemed reasonable by the Manager, provided, that at the expiration of such period of time as the Manager shall deem advisable, the balance of such reserves remaining after payment of such contingencies shall be distributed in the manner hereinafter set forth in this Article XII;

     Third, to the payment of principal and interest on outstanding Operating Loans;

     Fourth, the balance of any remaining cash proceeds shall be distributed to the Members in accordance with their respective Percentage Interests in the Company.

ARTICLE XIII
Accounting

Section 13.1 Books and Reporting

     (a) The Manager shall keep or cause to be kept a complete and accurate set of books and supporting documentation of transactions with respect to the conduct of the Company’s business. The books of the Company shall be kept on such basis as may be determined by the Manager and shall at all times be maintained at the principal office of the Company or at such other location as the Manager may determine. Each of the Members and their duly authorized representatives shall have the right to examine the

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books of the Company and all other records and information concerning the operation of the Property at reasonable times.

     (b) The Manager shall determine and prepare or cause to be prepared a balance sheet, statement of profit and loss, statement of receipts and disbursements including its best estimate of Cash Flow available for distribution to the Members, statement of surplus (or deficit) cash, statement of loans payable and any other statements it deems necessary to comply with the requirements of this Agreement. Said balance sheet and statement of profit and loss shall be prepared in accordance with generally accepted accounting principles applied consistently with prior periods. As a note to the statement of loans payable, there shall be included a schedule of all loans to the Company from Affiliates or any other party, setting forth the section of this Agreement under which such debt was incurred, and the purpose for which such loan was applied by the Company. Such schedule shall demonstrate that loans have been made, used, carried on the books of the Company (and repaid, if applicable) in accordance with the provisions of this Agreement. The Manager shall promptly upon preparation or receipt of such balance sheet and statements and in any event within 105 days after the end of each fiscal year, transmit to all Members a copy thereof. The Manager shall cause the Auditors to prepare the federal and state income tax returns of the Company and the Manager shall use reasonable efforts to cause such Auditors to prepare such tax returns within 105 days after the end of such fiscal year. The Manager shall cause such tax returns to be filed on a timely basis and shall promptly after the filing thereof transmit to all the Members a copy of such tax returns.

Such reports and estimates shall clearly indicate the methods under which they were prepared and shall be made at the expense of the Company.

Section 13.2 Bank Accounts

     The bank accounts of the Company shall be maintained in such banking institutions as the Manager shall determine, and withdrawals shall be made only in the regular course of Company business on such signature or signatures as the Manager shall determine.

Section 13.3 Special Basis Adjustments

     In the event of a transfer of all or any part of the interest of any Member (including a transfer by reason of death), the Company shall elect pursuant to Sections 734, 743 and 754 of the Code (or corresponding provisions of succeeding law) and pursuant to similar provisions of applicable state or local income tax laws, to adjust the basis of the assets of the Company. Notwithstanding anything to the contrary contained in this Agreement, any such adjustments shall affect only the

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successor in interest to the transferring Member. Each Member will furnish the Company with all information necessary to give effect to such election.

Section 13.4 Fiscal Year

     The fiscal year of the Company shall be the calendar year.

ARTICLE XIV
Withdrawal of Manager; New Managers

Section 14.1 Voluntary Withdrawal

     Except as provided in the Act, no Manager shall have the right to withdraw or retire voluntarily from the Company or sell, assign or encumber its partnership interest without the consent of all Members.

Section 14.2 Election to Continue

     In the event of the Retirement of any Manager, the remaining Managers, if any, and any successor Manager, and those Members representing not less than 51% in interest of all Members, may elect to continue the business of the Company employing its assets and name, all as contemplated by the Act. Within ten (10) days after the occurrence of such Retirement, the remaining Managers, if any, shall notify the Members thereof.

Section 14.3 Successor Manager

     (a) Upon the occurrence of any Retirement referred to in Section 14.2, the remaining Managers, if any, may designate a Person to become a successor Manager to the Manager as to whom such event shall have occurred. Any Person so designated, subject to the Approval of the Members, shall become a successor Manager upon its written agreement to be bound by the provisions of this Agreement.

     (b) If any Retirement referred to in Section 14.2 shall occur at a time when there is no remaining Manager and no successor becomes a successor Manager pursuant to the preceding provisions of this Section 14.3, then 51 % or more in interest of the Members shall have the right, to designate a Person to become a successor Manager upon its written agreement to be bound by the provisions of the Agreement.

     (c) If the Members elect to reconstitute the Company pursuant to this Section 14.3 and admit a successor Manager pursuant to this Section 14.3, the relationship of the parties in the reconstituted Company shall be governed by this Agreement.

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Section 14.4 Interest of Predecessor Manager

     No assignee or transferee of all or any part of the interest as a Manager of a Manager shall have the right to become a Manager and any such assignee or transferee shall have only such rights as are afforded to such Person as a matter of law; without limiting the generality of the foregoing no such assignee or transferee shall have any rights to vote or consent with respect to any transactions involving the Company; provided, however, that in the event of the withdrawal of a Manager under circumstances not constituting any violation of the terms or provisions of this Agreement, such Manager or its legal representatives, estate or distributees shall have the right to become a Member, with all the rights of a Member hereunder, in which case this Agreement shall be amended accordingly.

Section 14.5 Designation of New Manners

     The Manager may, with the consent of all Members, at any time designate new Managers with such interest as a Manager in the Company as the Managers may specify.

     Any new Manager shall as a condition of receiving any interest in the Company agree to be bound by the provisions of this Agreement to the same extent and on the same terms as any other Manager.

Section 14.6 Approval of Certain Events

     Each Member hereby consents to and authorizes any admission or substitution of a Manager or any other transaction, including, without limitation, the continuation of the Company business, which has been authorized by the requisite percentage of Members under the provisions of this Agreement and hereby ratifies and confirms each amendment of this Agreement necessary or appropriate to give effect to any such transaction.

ARTICLE XV
Transfer of Member Interests

Section 15.1 Right to Assign

     Except by operation of law, or by bequest, no Member shall have the right to assign its Member Interest in the Company, or in the capital, assets or property of the Company, or enter into any agreement as a result of which any Person shall become interested with it in the Company, without the written consent of the Manager, which may be given or withheld in the sole discretion of the Manager.

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Section 15.2 Restrictions

     (a) No sale or exchange of the interest of any Person as Member in the Company shall be made if such sale or exchange would violate Section 17.1.

     (b) In no event shall all or any part of a Member’s Interest in the Company be assigned or transferred to a minor or to an incompetent (other than to a member of a Member’s Immediate Family by reason of death).

     (c) The Manager may require as a condition of any assignment of any interest in the Company, that the assignor (i) assume all costs incurred by the Company in connection therewith, and (ii) furnish it with an opinion of counsel satisfactory to counsel to the Company that such sale, transfer, exchange or other disposition complies with applicable Federal and state securities laws.

     (d) Any assignment in contravention of any of the provisions of Section 15.1 or this Section 15.2 shall be void and ineffectual and shall not bind, or be recognized by, the Company.

Section 15.3 Substitute Members

     Any Substitute Member shall, as a condition of receiving any interest in the Company assets, agree to be bound (to the same extent as his assignor was bound) by the provisions of this Agreement.

Section 15.4 Assignees

     An assignee of a Member who does not become a Substitute Member in accordance with Section 15.3 shall, if such assignment is in compliance with the terms of this Agreement, have the right to receive the same share of profits, losses and distributions of the Company to which the assigning Member would have been entitled if no such assignment had been made by such Member.

     Any Member who shall assign all its interest in the Company shall cease to be a Member of the Company, and shall no longer have any rights or privileges or obligations of a Member except that, unless and until the assignee of such Member is admitted to the Company as a Substitute Member in accordance with Section 15.3, said assigning Member shall retain the statutory rights and be subject to the statutory obligations of an assignor limited partner under the Act as well as the obligation to make the Capital Contributions attributable to the interest in question, if any portion thereof remains unpaid.

     In the event of any assignment of a Member’s interest as a Member, there shall be filed with the Company a duly executed and acknowledged counterpart of the instrument making such assignment; such instrument must evidence the

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written acceptance of the assignee to all the terms and provisions of this Agreement; and if such an instrument is not so filed, the Company need not recognize any such assignment for any purpose.

     An assignee of a Member’s interest as a Member who does not become a Substitute Member as provided in Section 15.3 and who desires to make a further assignment of its interest shall be subject to the provisions of this Article XV to the same extent and in the same manner as any Member desiring to make an assignment of its interest.

ARTICLE XVI
Termination and liquidation

Section 16.1 Events Causing Termination

     The Company shall be terminated and its affairs wound up on the first to occur of the following:

     (a) the Retirement of a Manager unless the business of the Company is continued as provided in Article XIV; or

     (b) the election to dissolve the Company made in writing by all the Members; or

     (c) the sale or other disposition of all or a substantial part of the assets of the Company; or

     (d) any other act or event causing a dissolution under the Act.

     Section 16.2 Distributions Upon Termination

     Unless the business of the Company is continued, upon the termination and dissolution of the Company, the Managers, or if there are none, such other Person required by law to wind up the Company’s affairs, shall proceed with the liquidation of the Company (including cancellation of the Certificate), and the net proceeds of such liquidation shall be applied and distributed in accordance with the Capital Account balances of the Members.

Section 16.3 Distributions in Kind

     If it becomes necessary to make a distribution of Company property in kind, due to the economic impracticability of liquidating the assets of the Company, such property shall be transferred and conveyed to the Members and their Assignees so as to vest in each of them as a tenant-in-common an undivided interest in the whole of said property equal to its interest had there been a distribution of net cash proceeds made in accordance with Section 16.2.

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Section 16.4 Period for Orderly Liquidation

     A reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to enable the Managers to minimize losses attendant upon a liquidation.

Section 16.5 Records of Liquidation

     Each of the Members shall be furnished with a statement prepared by the Company’s then accountants, which shall set forth the assets and liabilities of the Company as of the date of complete liquidation. Upon the consummation of the transactions contemplated in this Article XVI, the Manager shall execute, acknowledge and cause to be filed a writing to cancel the Certificate of Organization of the Company.

Section 16.6 Liability of Manager

     The Manager shall not be personally liable for any distributions to the Members, or any portion thereof, including a return of invested capital, all such distributions to be made solely from Company assets.

ARTICLE XVII
General

Section 17.1 Restrictions on Transfer

     (a) Notwithstanding any other provision of this Agreement, except as otherwise provided in this Section 17.1, no sale or exchange of any Member’s interest in the Company may be made if the interest sought to be sold or exchanged, when added to the total of all other interests in the Company sold or exchanged within the period of twelve consecutive months prior to the proposed date of sale or exchange, would result in the termination of the Company under Section 708 of the Code.

     (b) Any sale, exchange or other transfer in contravention of any of the provisions of this Section 17.1 shall be void and ineffective, and shall not bind or be recognized by the Company.

Section 17.2 Notices

     (a) All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing. All notices, demands and requests to be sent to a Member or to any assignee of the interest of a Member hereunder pursuant hereto shall be deemed to have been properly given or served by depositing the same in the United States mail, addressed to such Member, prepaid, and registered or certified with return receipt

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requested, at the address set forth in Exhibit A attached hereto and made a part hereof.

     (b) All notices, demands and requests shall be effective upon being deposited in the United States mail. However, the time period in which a response to any such notice, demand or request must be given shall commence to run from the date of receipt on the return receipt of the notice, demand or request by the addressee thereof.

     (c) By giving to the other parties at least thirty (30) days’ written notice thereof, the Members and their respective successors and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses and each shall have the right to specify as its address any other address within the United States of America.

     (d) No transferee of any interest by any Member shall be entitled to receive a notice independent of the notice sent to the Member making such transfer. A notice sent or made to a Member shall be deemed to have been sent and made to all transferees, if any, of such Member.

     (e) All payments to be made pursuant hereto to any Member shall be made at the address set forth herein for such Member. All such payments shall be effective upon receipt.

Section 17.3 Obligations and Rights of Transferees

     Any Person who acquires in any manner whatsoever any interest in the Company, irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of the benefit of the acquisition thereto to have agreed to be subject to and bound by the same obligations under this Agreement that the predecessor in interest of such Person was subject to or bound by. However, no assignee of an interest in the Company shall be entitled to be admitted as a Member unless and until it has accepted and adopted in writing the terms and provisions of this Agreement to the same extent and on the same terms as the present Members.

Section 17.4 Governing Law

     This Agreement and the rights and obligations of the Members hereunder shall be governed by and construed in accordance with the Act, as amended, and other applicable laws of the State.

Vermont Residential Nominee Services, LLC
Amended & Restated Operating Agreement
February 16, 2007

- 18 -

Section 17.5 Entire Agreement and Amendments

     This Agreement contains the entire agreement between the parties hereto relative to the formation and operations of the Company and, except as otherwise specifically provided herein, may be modified or amended only by a written document consented to by all Members.

Section 17.6 Separability of Provisions, Rights and Remedies; Arbitration

     (a) Each provision of this Agreement shall be considered separable and (i) if for any reason any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of this Agreement which are valid, or (ii) if for any reason any provision or provisions herein would cause the Members to be bound by the obligations of the Company under the laws of the State as the same may now or hereafter exist, such provision or provisions shall be deemed void and of no effect.

     (b) Each of the parties hereto irrevocably waives during the term of the Company any right that such party may have to maintain any action for partition with respect to the property of the Company.

     (c) The rights and remedies of any of the parties hereunder shall not be mutually exclusive, and the exercise of one or more of the provisions hereof shall not preclude the exercise of any other provisions hereof. Each of the parties confirms that damages at law may be an inadequate remedy for breach or threat of breach of any provisions hereof. The respective rights and obligations hereunder shall be enforceable by specific performance, injunction, or other equitable remedy, but nothing herein contained is intended to limit or affect any rights at law or by statute or otherwise of any party aggrieved as against the other parties for a breach or threat of breach of any provisions hereof, it being the intention by this paragraph to make clear that under this Agreement the respective rights and obligations of the Members shall be enforceable in equity as well as at law or otherwise.

     (d) In any instance in which any matter is to be determined by Arbitration under the provisions of this Agreement, such matter shall be submitted to arbitration in the manner provided under the Commercial Arbitration Rules of the American Arbitration Association then in effect; such arbitration shall be conducted before one arbitrator, chosen in accordance with such rules in Montpelier, Vermont, and shall be binding on all parties to the dispute; judgment on the award of such arbitrator may be rendered by any court having jurisdiction of such parties and the subject matter. Insofar as any action is required to be taken by the Members in respect of any such

Vermont Residential Nominee Services, LLC
Amended & Restated Operating Agreement
February 16, 2007

- 19 -

arbitration, such action may be taken by the vote or written consent of at least 51% in interest of the Members.

Section 17.7 Benefits and Obligations

     Subject to the provisions of Articles XIV and XV hereof, this Agreement shall be binding upon and inure to the benefit of the undersigned Members and their respect heirs, executors, legal representatives, successors and assigns. Any Person succeeding to the interest of a Member shall succeed to all of such Member’s rights, interests and obligations hereunder subject to and with the benefit of all terms and conditions of this Agreement.

Section 17.8 Word Meanings

     The words such as “herein,” “hereinafter,” “hereof” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires. The singular shall include the plural and the masculine gender shall include the feminine and neuter, and vice versa unless the context otherwise requires. Any references to “Sections” or “Articles” are to Sections or Articles of this Agreement, unless reference is expressly made to a different document. References herein to a specified percentage “in interest” of the Members shall mean Members whose Percentage Interests in the Company equal such percentage of the aggregate Percentage Interests of all Members in the Company.

Section 17.9 Counterparts

     The Agreement may be executed in several counterparts and all so executed shall constitute one agreement binding on all parties hereto, notwithstanding that all the parties have not signed the original or the same counterpart, except that no counterpart shall be binding unless signed by the Managers.

ARTICLE XVIII
Definitions

     Unless the context specifically requires otherwise, capitalized terms used in this Agreement and not otherwise defined shall have the meanings specified below:

     “Act” means the Limited Liability Companies Act as adopted by the State of Vermont, 11 V.S.A. Section 3001 et seq., as amended from time to time.

     “Affiliate” (whether capitalized or not) means any (i) Member, (ii) member of the Immediate Family of any Member, (iii) legal representative of any Person referred to in the preceding clauses (i) or (ii), (iv) trustee of a trust for the benefit of any Person referred to in the preceding clauses (i) or (ii), (v) Entity of which a majority of the voting interest is owned by any one or more of the Persons referred

Vermont Residential Nominee Services, LLC
Amended & Restated Operating Agreement
February 16, 2007

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to in the preceding clauses (i) through (iv), (vi) Person who owns common stock of any corporate Member, or (vii) Person who is an officer, director, trustee, employee, stockholder or partner of any Entity or Person referred to in the preceding clauses (v) and (vi). The term “Affiliated with” shall mean related to in one or more of the foregoing ways.

     “Agreement” means this Operating Agreement, as the same may be amended from time to time.

     “Approved by the Members” means approved or consented to in writing by 70% in interest of the Members and “Approval of the Members” means a writing evidencing such approval or consent. When applied to such a particular class of Member, such terms shall mean approved by 70% in interest of such class. In any instance under this Agreement in which the consent or approval of a Member to any proposed action is required, such consent or approval shall be deemed to have been given unless written objection to such proposed action, stating with particularity grounds therefor, is sent by such objecting Member to the other Members within thirty (30) days after receipt of a written request for such consent or approval.

     “Arbitration” shall have the meaning set forth in Section 17.6(d).

     “Assignee” means the recipient of an Assignment of a Company Interest.

     “Assignor” means the assignor of a Company Interest.

     “Assignment” means, with respect to a Company Interest or part thereof, any offer, sale, assignment, transfer, hypothecation, pledge, gift or any other disposition, whether voluntary or by operation of law.

     “Auditors” means a firm of independent certified public accountants selected by the Manager to perform certain services on behalf of the Company.

     “Capital Account” means the capital account established for each Member under Section 5.7.

     “Capital Contribution” means the amount of cash and the agreed value of property contributed to the Company by a Member.

     “Capital Transaction” means any transaction the proceeds of which are not includable in determining Cash Flow, including, without implied limitation, the sale, refinancing or other disposition of all or substantially all of the assets of the Company, but excluding loans to the Company (other than a refinancing of the Mortgage Loan) and contributions of capital to the Company by the Members.

     “Cash Flow” shall have the meaning set forth in Article XI.

Vermont Residential Nominee Services, LLC
Amended & Restated Operating Agreement
February 16, 2007

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     “Certificate” means the Articles of Organization, as filed with the Secretary of State of the State of Vermont as of the date first written above, as amended from time to time hereafter in accordance with the terms hereof and the Act.

     “Code” means the Internal Revenue Code of 1986, as amended, or corresponding provisions of subsequent laws.

     “Company” means the limited liability company formed in accordance with the Certificate and this Agreement, as said limited liability company may from time to time be constituted.

     “Company Interest” or “Interest” means the interest of each of the Members in and to the capital, Profits and Losses, Cash Flow and Sale-Refinancing Proceeds of the Company.

     “Designated Prime Rate” means the annual rate of interest which is at all times equal to the lesser of (i) the Prime Rate plus 2%, calculations of interest to be made on a daily basis and on the basis of a 360 day year and (ii) the maximum rate permitted by law; the term “Prime Rate” in this sentence means the rate as periodically published in The Wall Street Journal.

     “Entity” means any general partnership, limited partnership, corporation, limited liability company, limited liability partnership, joint venture, trust, business trust, association or other business entity.

     “Event of Bankruptcy” or “Bankruptcy” as the context may require, means as to a specified Person:

     (a) the entry of a decree or order for relief by a court having jurisdiction in the premises in respect of such Person in an involuntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Person or for any substantial part of his or its property, or ordering the winding-up or liquidation of his or its affairs and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or

     (b) the commencement by such Person of a voluntary case under the federal bankruptcy laws, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy, insolvency or other similar law, or the consent by him or it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or similar official) of such Person or for any substantial part of his property, or the making by him or it of any assignment for the benefit of creditors, or the

Vermont Residential Nominee Services, LLC
Amended & Restated Operating Agreement
February 16, 2007

- 22 -

failure of such Person generally to pay his or its debts as such debts become due, or the taking off of action by such Person in furtherance of any of the foregoing.

     “Immediate Family” means with respect to any person, his spouse, parents, parents-in-law, descendants, nephews, nieces, brothers, sisters, brothers-in-law, sisters-in-law, children-in-law anti grandchildren-in-law.

     “Manager” or “Managers” means any or all of the Persons designated as Managers in this Agreement or any Person who becomes a Manager as provided in this Agreement, in each such person’s capacity as such, and if there is only one Manager at any time, such term shall refer to the sole Manager alone.

     “Member” or “Members” means any Person designated herein as a Member (including, without limitation, any Manager in its capacity as a Member) or any Person admitted to the Company as a Substitute Member in such Person’s capacity as a Member of the Company.

     “Member Interest” means the interest in the Company held by each Member in its capacity as a Member.

     “Operating Loan” means a loan by a Member to the Company pursuant to Article VII and shall be evidenced by an “Operating Note.”

     “Percentage Interest” means the interest of a Member in the Profits and Losses of the Company set forth in Exhibit A as the same may be adjusted from time to time in accordance with the provisions of this Agreement.

     “Person” means any individual or Entity and the heirs, executors, administrators, successors and assigns of such Person where the context so admits.

     “Profits and Losses” means the net profits and losses of the Company as determined for purposes of Section 704(b) of Code.

     “Property” means the real and personal property owned by the Company and by each other partnership in which the Company is a partner.

     “Residual Interest” means the Residual Interest of each Member set forth opposite its name in Exhibit A hereto, subject to adjustment in accordance with the provisions of this Agreement.

     “Retirement” (including the verb form Retire and the adjective form Retired) means as to a Manager, and shall be deemed to have occurred automatically upon, the occurrence of death, adjudication of insanity or incompetence, resignation, expulsion, Bankruptcy, dissolution or voluntary or involuntary withdrawal from the Company for any reason. Involuntary withdrawal shall occur whenever a Manager

Vermont Residential Nominee Services, LLC
Amended & Restated Operating Agreement
February 16, 2007

- 23 -

may no longer continue as a Manager by law, and shall also be deemed to have occurred when a Manager, by reason of illness or other mental or physical disability, shall have been unable to perform his obligations hereunder for a period of twelve months. A voluntary withdrawal of a Manager shall be deemed to have occurred thirty days after such Manager shall be given written notice to all Members of his intention to so withdraw; notwithstanding the foregoing, in no event shall any Manager have any right to withdraw voluntarily as such except as expressly permitted by this Agreement; in addition, a voluntary withdrawal shall also be deemed to have occurred upon the occurrence of any act constituting the withdrawal of a Manager as a matter of law (other than an involuntary withdrawal as described above).

     “Sale-Refinancing Proceeds” means the net cash proceeds distributable under Article XII hereof.

     “State” means the State of Vermont.

     “Successor Manager” means the Assignee of a Manager Interest who is admitted to the Company as a Manager.

     “Substitute Member” means the Assignee of a Member Interest who is admitted to the Company as a Member.

     IN WITNESS WHEREOF, the parties hereto have executed this Operating Agreement of Vermont Residential Nominee Services, LLC under seal as of the day, month and year first above written.

MEMBER: INVESTMENT PROPERTY EXCHANGE SERVICES, INC.
By:	/s/ Radah Butler
	Radah Butler
	President
MANAGER: NATIONAL RESIDENTIAL NOMINEE SERVICES INC.
By:	/s/ Todd C. Johnson
	Todd C. Johnson
	Senior Vice President and Secretary

Vermont Residential Nominee Services, LLC
Amended & Restated Operating Agreement
February 16, 2007

- 24 -

EXHIBIT A

MEMBER
of
Vermont Residential Nominee Services, LLC

				Percentage
				Interest &
		Capital		Residual
Name	Address	Contribution		Interest
Investment Property Exchange Services, Inc.	50 California Street Suite 3550 San Francisco, CA 94111	$	1,000.00		100	%

Vermont Residential Nominee Services, LLC
Amended & Restated Operating Agreement
February 16, 2007

- i -

EX-4.3

Exhibit 4.3

[FACE OF NOTE]

Lender Processing Services, Inc.

8.125% Senior Note Due 2016

[CUSIP] [CINS] _______________

No. $ _______________

     Lender Processing Services, Inc., a Delaware corporation (the “Company”, which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to ______________, or its registered assigns, the principal sum of ________ DOLLARS ($________) or such other amount as indicated on the Schedule of Exchange of Notes attached hereto on July 1, 2016.

     Interest Rate: 8.125% per annum.

     Interest Payment Dates: January 1 and July 1, commencing January 1, 2009.

     Regular Record Dates: June 15 and December 15.

     Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which will for all purposes have the same effect as if set forth at this place.

     IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officers.

Date:		Lender Processing Services, Inc.
	By:
		Name:
		Title:

(Form of Trustee’s Certificate of Authentication)

     This is one of the 8.125% Senior Notes Due 2016 described in the Indenture referred to in this Note.

U.S.	Bank National Association Corporate Trust Services as Trustee
By:
	Authorized Signatory

[REVERSE SIDE OF NOTE]

Lender Processing Services, Inc.

8.125% Senior Note Due 2016

1. Principal and Interest.

     The Company promises to pay the principal of this Note on July 1, 2016.

     The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 8.125% per annum (subject to adjustment as provided below).

     Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the June 15 or December 15 immediately preceding the interest payment date) on each interest payment date, commencing January 1, 2009.

     Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed in the basis of a 360-day year of twelve 30-day months.

     The Company will pay interest on overdue principal, premium, if any, and interest at a rate per annum that is 1% in excess of 8.125%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

2. Indentures; Note Guaranty.

     This is one of the Notes issued under an Indenture dated as of July 2, 2008 (as amended from time to time, the “Indenture”), among the Company, the Guarantors party thereto and U.S. Bank National Association, Corporate Trust Services, as Trustee. Capitalized terms used herein are used as defined in the Indenture unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture will control.

     The Notes are general unsecured obligations of the Company. The Indenture limits the original aggregate principal amount of the Notes to $375,000,000, but Additional Notes may be issued pursuant to the Indenture, and the originally issued Notes and all such Additional Notes vote together for all purposes as a single class. This Note is guarantied, as set forth in Article 10 of the Indenture.

3. Redemption and Repurchase; Discharge Prior to Redemption or Maturity.

     This Note is subject to optional redemption, and may be the subject of an Offer to Purchase, as further described in the Indenture. There is no sinking fund or mandatory redemption applicable to this Note.

     If the Company deposits with the Trustee money or U.S. Government Obligations sufficient to pay the then outstanding principal of, premium, if any, and accrued interest on the Notes to redemption or maturity, the Company may in certain circumstances be discharged from the Indenture and the Notes or may be discharged from certain of its obligations under certain provisions of the Indenture.

4. Registered Form; Denominations; Transfer; Exchange.

     The Notes are in registered form without coupons in denominations of $2,000 principal amount and any multiple of $1,000 in excess thereof. A Holder may register the transfer or exchange of Notes in accordance with the Indenture. The Trustee may require a Holder to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. Pursuant to the Indenture, there are certain periods during which the Trustee will not be required to issue, register the transfer of or exchange any Note or certain portions of a Note.

5. Defaults and Remedies.

     If an Event of Default, as defined in the Indenture, occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Notes may declare all the Notes to be due and payable. If a bankruptcy or insolvency default with respect to the Company occurs and is continuing, the Notes automatically become due and payable. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the Notes then outstanding may direct the Trustee in its exercise of remedies.

6. Amendment and Waiver.

     Subject to certain exceptions, the Indenture and the Notes may be amended, or default may be waived, with the consent of the Holders of a majority in principal amount of the outstanding Notes. Without notice to or the consent of any Holder, the Company and the Trustee may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity, defect or inconsistency if such amendment or supplement does not adversely affect the interests of the Holders in any material respect.

7. Authentication.

     This Note is not valid until the Trustee (or Authenticating Agent) signs the certificate of authentication on the other side of this Note.

8. Governing Law.

     This Note shall be governed by, and construed in accordance with, the laws of the State of New York.

9. Abbreviations.

     Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act).

     The Company will furnish a copy of the Indenture to any Holder upon written request and without charge.

[FORM OF TRANSFER NOTICE]

     FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto

Insert Taxpayer Identification No.

Please print or typewrite name and address including zip code of assignee

the within Note and all rights thereunder, hereby irrevocably constituting and appointing

attorney to transfer said Note on the books of the Company with full power of substitution in the premises.

Date:_____________________

_______________________

Seller

By_____________________

NOTICE: The signature to this assignment must correspond with
the name as written upon the face of the within-mentioned
instrument in every particular, without alteration or any change
whatsoever.

Signature Guarantee:¹ __________________________________

By__________________________________  

To be executed by an executive officer 

¹ Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

OPTION OF HOLDER TO ELECT PURCHASE

     If you wish to have all of this Note purchased by the Company pursuant to Section 4.12 or Section 4.13 of the Indenture, check the box: 9

     If you wish to have a portion of this Note purchased by the Company pursuant to Section 4.12 or Section 4.13 of the Indenture, state the amount (in original principal amount) below:

     $________________________.

Date:________________________

Your Signature:________________________

(Sign exactly as your name appears on the other side of this Note)

Signature Guarantee:¹________________________

¹Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Trustee, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

SCHEDULE OF EXCHANGES OF NOTES¹

     The following exchanges of a part of this Global Note for Physical Notes or a part of another Global Note have been made:

			Principal amount of
			this Global Note
	Amount of decrease	Amount of increase	following such	Signature of
	in principal amount	in principal amount	decrease (or	authorized officer of
Date of Exchange	of this Global Note	of this Global Note	increase)	Trustee

¹For Global Notes

EX-5.1

Exhibit 5.1

[Letterhead of Dewey & LeBoeuf LLP]

August 28, 2008

Lender Processing Services, Inc.
601 Riverside Avenue
Jacksonville, Florida 32204

Ladies and Gentlemen:

     We have acted as counsel to Lender Processing Services, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), of a Registration Statement on Form S-4 (the “Registration Statement”) for the registration of (i) $375,000,000 aggregate principal amount of the Company’s 8 1/8% Senior Notes due 2016 (the “New Notes”) and (ii) the guarantees thereof (the “Guarantees”) by certain subsidiaries of the Company (the “Subsidiary Guarantors”). The New Notes are to be issued in exchange for a like principal amount of the Company’s outstanding 8 1/8% Senior Notes due 2016 (the “Old Notes”) that were previously issued and sold in a transaction exempt from registration under the Securities Act. The Old Notes were, and the New Notes will be, issued under the Indenture, dated as of July 2, 2008, by and between the Company, the guarantors party thereto and U.S. Bank National Association, Corporate Trust Services, as trustee (the “Indenture”).

     We assume that appropriate action will be taken, prior to the offer and sale of the New Notes, to register and qualify such New Notes for sale under all applicable state securities or “blue sky” laws.

     In rendering the opinions set forth below, we have made such legal and factual inquiries and examined such documents as we have deemed reasonable in order to express the opinions set forth below. In our examination of such documents, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. We have not performed any independent investigation other than the document examination described above. Our opinions are therefore qualified in all respects by the scope of that document examination.

     Based on the foregoing, we advise you that in our opinion:

New York | London multinational partnership | Washington, DC
Albany | Almaty | Austin | Beijing | Boston | Brussels | Charlotte | Chicago | Dubai
East Palo Alto | Frankfurt | Hartford | Hong Kong | Houston | Jacksonville | Johannesburg (pty) ltd.
Los Angeles | Milan | Moscow | Paris multinational partnership | Riyadh affiliated office | Rome | San Francisco | Warsaw

August 28, 2008
Page 2

(1)

The New Notes being issued by the Company have been duly and validly authorized for issuance by the Company, and, when duly executed and authenticated in accordance with the terms of the Indenture and delivered as contemplated in the Prospectus forming part of the Registration Statement, the New Notes will be legal, valid and binding obligations of the Issuers, subject to (A) applicable bankruptcy, insolvency, fraudulent conveyance or transfer, moratorium, reorganization or similar laws affecting the rights or remedies of creditors generally and (B) general principles of equity, regardless of whether such principles are considered in a proceeding at law or in equity ((A) and (B) collectively, the “Enforceability Exceptions”).

(2)

The Guarantees, when executed and delivered by each of the Subsidiary Guarantors and when the New Notes have been duly executed and authenticated in accordance with the terms of the Indenture and delivered as contemplated in the Prospectus forming part of the Registration Statement, will be legal, valid and binding obligations of the Subsidiary Guarantors, subject to the Enforceability Exceptions.

     In rendering our opinions expressed above, we express no opinion as to the laws of any jurisdiction other than the Delaware General Corporation Law and the law of the State of New York. The opinions expressed above are given as of the date hereof. We assume no obligation to update or supplement this letter to reflect any facts or circumstances which may hereafter come to our attention with respect to the opinions expressed above, including any changes in applicable law which may hereafter occur.

     We consent to the filing of this opinion as an exhibit to the Registration Statement and the reference to this firm under the caption “Legal Matters” in the Prospectus contained therein. This consent is not to be construed as an admission that we are “experts” within the meaning of such term as used in the Securities Act, or the rules and regulations of the Securities and Exchange Commission issued thereunder.

Very truly yours,

/s/ Dewey & LeBoeuf LLP

Dewey & LeBoeuf LLP

EX-12.1

Exhibit 12.1

Lender Processing Services, Inc.
Pro Forma Ratio of Earnings to Fixed Charges
Year ended December 31, 2007 and six months ended June 30, 2008

	Year ended		Six months
	December 31,		ended June 30,
	2007		2008
Earnings:
Income before income taxes, equity in losses of unconsolidated entity and minority interest		328,333		163,791
Fixed charges		97,419		46,024
		425,752		209,815
Fixed charges:
Interest expense and amortization of debt issuance costs		97,419		46,024
Ratio of earnings to fixed charges		4.4		4.6

Note: The historical ratio of earnings to fixed charges for each of the years in the five-year period ended December 31, 2007 and the six months ended June 30, 2008 and 2007 is not meaningful since we did not have any debt outstanding during those time periods.

EX-21.1

Exhibit 21.1

Subsidiaries of Lender Processing Services, Inc.

Name of Subsidiary	Jurisdiction of Incorporation
A.S.A.P. Legal Publication Services, Inc.	CA
APTitude Solutions, Inc.	FL
Arizona Sales and Posting, Inc.	AZ
Chase Vehicle Exchange, Inc.	DE
DOCX, LLC	GA
DPN, LLC	NV
Espiel, Inc.	DE
Fidelity National Loan Portfolio Services, Inc.	CA
Fidelity National Real Estate Solutions, LLC	DE
Financial Systems Integrators, Inc.	DE
FIS Capital Markets, LLC	DE
FIS Data Services, Inc.	CA
FIS Tax Services, Inc.	CA
FIS Valuation Solutions, LLC	CA
FNIS Flood Group, LLC	DE
FNIS Flood of California, LLC	DE
FNIS Intellectual Property Holdings, Inc.	DE
FNIS Services, Inc.	DE
FNRES Holdings, Inc.	DE
FNRES Insurance Services, LLC	DE
FNRES License Holdings, Inc.	DE

Name of Subsidiary	Jurisdiction of Incorporation
Geotrac, Inc.	DE
Go Apply LLC	NV
Go Holdings, Inc.	DE
Indiana Residential Nominee Services, LLC	IN
I-Net Reinsurance, Ltd.	Turks & Caicos
Investment Property Exchange Services, Inc.	CA
Lender Processing Services, Inc.	DE
Lender’s Service Title Agency, Inc.	OH
LPS Agency Sales and Posting, Inc.	CA
LPS Asset Management Solutions, Inc.	CO
LPS Field Services, Inc.	DE
LPS Foreclosure Solutions, Inc.	DE
LPS IP Holding Company, LLC	DE
LPS Management, LLC	DE
LPS Mortgage Processing Solutions, Inc.	DE
LPS National Flood, LP	DE
LPS National Flood, LP	DE
LPS Portfolio Solutions, LLC	DE
LRT Record Services, Inc.	TX
LSI Alabama, LLC	AL
LSI Appraisal, LLC	DE
LSI Maryland, Inc.	MD
LSI Title Agency Inc.	IL
LSI Title Company	CA
LSI Title Company of Oregon, LLC	OR

Name of Subsidiary	Jurisdiction of Incorporation
LSI Title Insurance Agency of Utah, inc.	UT
Maine Residential Nominee Services, LLC	ME
Massachusetts Residential Nominee Services, LLC	MA
McDash Analytics LLC	CO
National Residential Nominee Services, Inc.	DE
National Safe Harbor Exchanges	CA
National Title Insurance of New York Inc.	NY
NewInvoice, LLC	GA
OnePointCity, LLC	OH
RealEC Data Exchange, LLC	DE
RealEC Technologies, Inc.	DE
RealInfo, LLC	IL
Softpro, LLC	DE
Strategic Property Investments, Inc.	DE
Vermont Residential Nominee Services, LLC	VT

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Lender Processing Services, Inc.:

We consent to the use of our report dated March 26, 2008 (except for Note 2(b) which is as of June 18, 2008 and Note 1 which is as of July 2, 2008) included herein and to the reference to our firm under the heading “Independent Registered Public Accounting Firm” in the prospectus. Our report on the combined financial statements, which appears in the Company’s Registration Statement on Form 10, as amended (File No. 1–34005), filed with the Securities and Exchange Commission, contains an explanatory paragraph that states that, effective January 1, 2007, the Company adopted the provisions of Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes.

/s/ KPMG LLP
August 28, 2008
Jacksonville, Florida
Certified Public Accountants

EX-25.1

Exhibit 25.1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

(State of incorporation if not a U.S. national bank) West Side Flats Operation Center Attn: Specialized Finance 60 Livingston Avenue Mail Station-EP-MN-WS2N St. Paul, Minnesota	31-0841368 (I.R.S. employer identification no.) 55107
(Address of principal executive offices)	(Zip code)

Richard Prokosch
U.S. Bank National Association
Two Midtown Plaza
1349 W. Peachtree Street, Suite 1050
Atlanta, GA 30309
(404) 898-8830
(Name, address and telephone number of agent for service)

LENDER PROCESSING SERVICES, INC.
(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	26-1547801 (I.R.S. employer identification no.)
601 Riverside Avenue Jacksonville, Florida (Address of principal executive offices)	32204 (Zip code)

8-1/8% Senior Notes due 2016
(Title of the indenture securities)

1.

     General information. Furnish the following information as to the trustee:

 (a)
Name and address of each examining or supervising authority to which it is subject.

Name	Address
Comptroller of the Currency
United States Department of the Treasury	Washington, D.C. 20219
Federal Reserve Bank	San Francisco, California 94105
Federal Deposit Insurance Corporation	Washington, D.C. 20429

 (b)
Whether it is authorized to exercise corporate trust powers.

     Yes.

2.

     Affiliations with Obligor.

     If the obligor is an affiliate of the trustee, describe each such affiliation.

     None.

16.

     List of Exhibits.

 Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1. A copy of the articles of association of U.S. Bank National Association (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-128217).

2. A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-128217).

3. A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-128217).

4. A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-145601).

6. The consent of the trustee required by Section 321(b) of the Act, attached as Exhibit 6.

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

SIGNATURE

     Pursuant to the requirements of the Trustee Indenture Act, the trustee, U.S. Bank National Association, a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Atlanta and State of Georgia, on the 28th day of August, 2008.

U.S. BANK NATIONAL ASSOCIATION
By:	/s/ Jack Ellerin
	Name:	Jack Ellerin
	Title:	VICE PRESIDENT

Exhibit 6

CONSENT

     In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: August 28, 2008

By:	/s/ Jack Ellerin
	Jack Ellerin
	Vice President

Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 3/31/2008

($000’s)

Assets	3/31/2008
Cash and Balances Due From Depository Institutions	$	7,494,457
Securities		38,286,822
Federal Funds		5,371,110
Loans & Lease Financing Receivables		156,885,223
Fixed Assets		3,251,220
Intangible Assets		11,809,562
Other Assets		14,170,921
Total Assets	$	237,269,315
Liabilities
Deposits	$	143,100,823
Fed Funds		13,224,737
Treasury Demand Notes		0
Trading Liabilities		982,166
Other Borrowed Money		41,879,455
Acceptances		0
Subordinated Notes and Debentures		7,647,466
Other Liabilities		7,818,123
Total Liabilities	$	214,652,770
Equity
Minority Interest in Subsidiaries	$	1,530,190
Common and Preferred Stock		18,200
Surplus		12,057,586
Undivided Profits		9,010,569
Total Equity Capital	$	22,616,545
Total Liabilities and Equity Capital	$	237,269,315

     To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.

EX-99.1

Exhibit 99.1

LETTER OF TRANSMITTAL

LENDER PROCESSING SERVICES. INC.

OFFER TO EXCHANGE ITS
81/8% SENIOR NOTES DUE 2016
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR ANY AND ALL OF ITS OUTSTANDING
UNREGISTERED 81/8% SENIOR NOTES DUE 2016

PURSUANT TO THE
PROSPECTUS DATED          , 2008

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON          , 2008 UNLESS THE OFFER IS EXTENDED

Deliver to U.S. Bank National Association, Corporate Trust Services
(the “Exchange Agent”)

By Overnight Courier or Registered or Certified Mail: U. S. Bank National Association West Side Flats Operations Center Attn: Specialized Finance 60 Livingston Avenue Mail Station — EP-MN-WS2N St. Paul, MN 55107-2292	By Facsimile Transmission (for Eligible Institutions Only): 404-898-2467
By Hand Delivery: U. S. Bank National Association West Side Flats Operations Center Attn: Specialized Finance 60 Livingston Avenue Mail Station — EP-MN-WS2N St. Paul, MN 55107-2292	To confirm by telephone or for information: 800-934-6802

Delivery of this Letter of Transmittal to an address or transmission of this Letter of Transmittal to a facsimile number other than those set forth above will not constitute a valid delivery.

The undersigned hereby acknowledges receipt of the Prospectus dated          , 2008 (the “Prospectus”) of Lender Processing Services, Inc. (the “Company”) and this Letter of Transmittal, which together constitute the Company’s offer to exchange (the “Exchange Offer”) each $1,000 principal amount of its registered 81/8% Senior Notes due 2016 (the “New Notes”) for each $1,000 principal amount of its outstanding unregistered 81/8% Senior Notes due 2016 (the “Existing Notes”). The terms of the New Notes to be issued are substantially identical to the Existing Notes, except that the New Notes (1) have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement of which the Prospectus is a part; (2) will not be subject to transfer restrictions applicable to the Existing Notes; (3) will not contain provisions relating to additional interest; (4) will have a different CUSIP or ISN number; and (5) will not entitle their holders to registration rights. The term “Expiration Date” means 5:00 p.m., New York City time, on          , 2008, unless the Company, in its sole discretion, extends the duration of the Exchange Offer. Capitalized terms used but not defined in this Letter of Transmittal have the respective meanings given to them in the Prospectus.

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING IT. YOU MUST FOLLOW THE INSTRUCTIONS BEGINNING ON PAGE 3.

List below the Existing Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate or registration numbers and principal amounts should be listed on a separately signed schedule affixed to this Letter of Transmittal.

DESCRIPTION OF EXISTING NOTES TENDERED
	1	2
Name(s) and Address(es) of Registered	Certificate or	Aggregate Principal	3
Holder(s) Exactly as Name(s) Appear(s) on	Registration	Amount Represented	Principal Amount
Existing Notes (Please fill in	Numbers*	by Existing Notes	Tendered**
* Need not be completed by book-entry holders.
** Unless otherwise indicated, the Holder (as defined below) will be deemed to have tendered the full aggregate principal amount represented by such Existing Notes. All tenders must be in minimum denominations of $2,000 or integral multiples of $1,000 in excess of $2,000.

The term “Holder” means any person in whose name Existing Notes are registered on the books of the Company or whose name appears on a security position listing with The Depository Trust Company (“DTC”) as an owner of the Existing Notes or any other person who has obtained a properly completed bond power from a registered Holder of Existing Notes.

This Letter of Transmittal is to be used if the Holder desires to tender Existing Notes (1) by delivery of certificates representing such Existing Notes or by book-entry transfer to an account maintained by the Exchange Agent at DTC, according to the procedures set forth in the Prospectus under the caption “The Exchange Offer — Procedures for Tendering Old Notes” unless an agent’s message is transmitted in lieu of the Letter of Transmittal or (2) according to the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange Offer — Guaranteed Delivery Procedures.”

The Holder must complete, execute, and deliver this Letter of Transmittal to indicate the action such Holder desires to take with respect to the Exchange Offer. Holders who wish to tender their Existing Notes must complete this Letter of Transmittal in its entirety.

o  CHECK HERE IF TENDERED EXISTING NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH A BOOK ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

Name of Tendering Institution:

Account Number:

Transaction Code Number:

Holders who desire to tender Existing Notes and who cannot comply with the procedures for tender set forth in the Prospectus under the caption “Exchange Offer — Procedures for Tendering Old Notes” on a timely basis or whose Existing Notes are not immediately available must tender their Existing Notes according to the guaranteed delivery procedures set forth in the Prospectus under the caption “Exchange Offer — Guaranteed Delivery Procedures.”

2

o  CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED EXISTING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s):

Date of Execution of Notice of Guaranteed Delivery:

Name of Eligible Institution that Guaranteed Delivery

If delivered by book-entry transfer:

Account Number:

Transaction Code Number:

o  CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED EXISTING NOTES ARE TO BE RETURNED BY CREDITING THE BOOK-ENTRY TRANSFER FACILITY ACCOUNT NUMBER SET FORTH ABOVE.

o  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:

Address:

Address (continued):

Area Code and Telephone Number:

3

SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

The undersigned hereby tender to the Company the principal amount of the Existing Notes indicated above. The undersigned hereby exchanges, assigns and transfers to the Company all right, title, and interest in and to such Existing Notes, including all rights to accrued and unpaid interest thereon as of the Expiration Date. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent its true and lawful agent and attorney-in-fact with full power of substitution and resubstitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) and full power and authority to assign, transfer, and exchange the Existing Notes, including, but not limited to, the power and authority to: (1) deliver certificates for Existing Notes together with all accompanying evidence of transfer and authenticity to, or upon the order of, the Company, upon receipt by the Exchange Agent, as the undersigned’s agent, of the New Notes to be issued in exchange for such Existing Notes; (2) present Certificates for such Existing Notes for transfer, and to transfer the Existing Notes on the books of the Company; and (3) receive for the account of the Company all benefits and otherwise exercise all rights of beneficial ownership of such Existing Notes, all in accordance with the terms and conditions of the Exchange Offer. The undersigned fully understands that the Exchange Agent is acting as the agent of the Company in connection with the Exchange Offer. The undersigned represents and warrants that the undersigned has full power and authority to tender, assign, and transfer the Existing Notes and to acquire New Notes in exchange for the Existing Notes. The undersigned represents that the Company, upon accepting the Existing Notes for exchange, will acquire good, marketable, and unencumbered title to the Existing Notes, free and clear of all liens, restrictions, charges, and encumbrances and not subject to any adverse claims.

The undersigned further represents that: (1) the New Notes are being obtained in the ordinary course of business of the person receiving such New Notes, whether or not the undersigned is such person; (2) neither the undersigned nor any such other person receiving the New Notes is engaged or intends to engage in the distribution of such New Notes within the meaning of the Securities Act; (3) neither the undersigned nor any such person receiving the New Notes has an arrangement or understanding with any person to participate in the distribution of such New Notes within the meaning of the Securities Act; and (4) the undersigned is not an “affiliate” of the Company within the meaning of the Securities Act.

If the undersigned is or such other person is a broker-dealer that is receiving the New Notes for the undersigned’s or such other person’s own account in exchange for Existing Notes that were acquired as a result of market-making or other trading activities, the undersigned acknowledges and represents that: (1) the undersigned or such other person will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes (but by so acknowledging or by delivering a prospectus, the undersigned will not be deemed to admit that the undersigned or such other person is an “underwriter” within the meaning of the Securities Act); and (2) the undersigned has not entered into any arrangement or understanding with the Company or any “affiliate” of the Company within the meaning of the Securities Act to distribute the New Notes in connection with any resale of the New Notes.

If the undersigned or any such other person is participating in the Exchange Offer for the purpose of distributing the New Notes, each acknowledges that (1) the undersigned and such other person cannot rely on the position of the staff of the Securities and Exchange Commission enunciated in Exxon Capital Holdings Corporation (available April 13, 1989), Morgan Stanley & Co., Inc. (available June 5, 1991) or similar no-action letters regarding Exchange Offer and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction and (2) the undersigned and such other person may incur liability under the Securities Act if either such person fails to comply with such requirements, liability from which the undersigned and such other person are not indemnified by the Company. If the undersigned or any such other person is an “affiliate” of the Company, within the meaning of the Securities Act, the undersigned understands and acknowledges that the undersigned or such other person may not offer for resale, resell, or otherwise transfer such New Notes without registering them under the Securities Act or without an exemption from registration.

The undersigned also warrants that the undersigned will, upon request, execute and deliver any additional documents deemed necessary or desirable by the Exchange Agent or the Company to complete the exchange, assignment, and transfer of tendered Existing Notes. The undersigned further agrees that the Company’s acceptance of any tendered Existing Notes and its issuance of New Notes in exchange for the Existing Notes will constitute performance in full by

4

the Company of its obligations under the Registration Rights Agreement. The Company will have no further obligations or liabilities under the Registration Rights Agreement for the registration of the Existing Notes or the New Notes.

The Exchange Offer is subject to conditions set forth in the Prospectus under the caption “The Exchange Offer — Conditions.” The undersigned recognizes that the Company may not be required to exchange the Existing Notes tendered hereby under some circumstances. In such event, the Existing Notes tendered hereby but not exchanged will be returned to the undersigned promptly after the Expiration Date.

The authority the undersigned is hereby conferring or has agreed to confer will survive the death or incapacity of the undersigned. The obligations of the undersigned under this Letter of Transmittal are binding upon the heirs, personal representatives, successors and assigns of the undersigned.

Unless otherwise indicated in the box entitled “Special Registration Instructions” or the box entitled “Special Delivery Instructions” in this Letter of Transmittal, certificates for all New Notes delivered in exchange for the Existing Notes tendered hereby, and for any Existing Notes tendered hereby but not exchanged, will be registered in the name of the undersigned and returned to the undersigned or, in the case of a book-entry transfer of Existing Notes, will be credited to the account indicated above at DTC. If a New Note is to be issued or mailed to a person other than the undersigned, or to the undersigned at an address different from the address shown on this Letter of Transmittal, the undersigned will complete the appropriate boxes on pages 7 and 8 of this Letter of Transmittal.

THE UNDERSIGNED UNDERSTANDS THAT IF THE UNDERSIGNED IS SURRENDERING EXISTING NOTES AND HAS COMPLETED EITHER THE BOX ENTITLED “SPECIAL REGISTRATION INSTRUCTIONS” OR THE BOX ENTITLED “SPECIAL DELIVERY INSTRUCTIONS” IN THIS LETTER OF TRANSMITTAL, THE SIGNATURE(S) ON THIS LETTER OF TRANSMITTAL MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION (PER INSTRUCTION 4 OF THIS LETTER OF TRANSMITTAL).

5

SPECIAL REGISTRATION INSTRUCTIONS
(See Instruction 5)

To be completed only if the New Notes are to be issued in the name of a person other than the undersigned.

Issue or deposit New Notes to:

Name(s):

Account No. (if Applicable):

Address:

Area Code and Telephone Number:

Tax Identification or Social Security Number:

DTC Account Number:

(PLEASE PRINT OR TYPE)

SPECIAL DELIVERY INSTRUCTIONS
(See Instruction 5)

To be completed only if New Notes are to be sent to a person other than the undersigned, or to the undersigned at an address other than that shown under “Description of Existing Notes Tendered.”

Mail New Notes to:

Name(s):

Address:

Area Code and Telephone Number:

Tax Identification or Social Security Number:

Is this a permanent address change?  (check one box)

o  Yes     o No

(PLEASE PRINT OR TYPE)

6

REGISTERED HOLDERS OF EXISTING NOTES
PLEASE SIGN HERE
(IN ADDITION, COMPLETE SUBSTITUTE FORM W-9 BELOW)

X 

X 

(Signature(s) of Registered Holder(s) or Authorized Signatory)

Must be signed by registered holder(s) exactly as name(s) appear(s) on the Existing Notes or on a security position listing for the owner of the Existing Notes or by person(s) authorized to become registered holder(s) by properly completed bond powers transmitted with this Letter of Transmittal. If signature is by attorney-in-fact, trustee, executor, administrator, guardian, officer of a corporation, or other person acting in a fiduciary or representative capacity, please provide the following information:

Name and Capacity (full title):

Address (including zip code):

Area Code and Telephone Number:

Tax Identification or Social Security Number:

Dated:

SIGNATURE GUARANTEE
(If required — see Instruction 4)

Authorized Signature:

(Signature of Representative of Signature Guarantor)

Name and Title:

Name of Firm:

Address (including zip code):

Area Code and Telephone Number:

(PLEASE PRINT OR TYPE)

7

INSTRUCTIONS TO LETTER OF TRANSMITTAL
(Forming part of the terms and conditions of the Exchange Offer)

1. Delivery of this Letter of Transmittal and Certificates for Tendered Existing Notes.  All certificates representing Existing Notes or any confirmation of a book-entry transfer to the Exchange Agent’s account at DTC, as well as a properly completed and duly executed copy or facsimile of this Letter of Transmittal, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth in this Letter of Transmittal prior to the Expiration Date.

THE HOLDER ASSUMES THE RISK ASSOCIATED WITH THE DELIVERY OF THIS LETTER OF TRANSMITTAL, THE EXISTING NOTES, AND ANY OTHER REQUIRED DOCUMENTS. EXCEPT AS OTHERWISE PROVIDED BELOW, DELIVERY WILL BE DEEMED MADE ONLY WHEN THE EXCHANGE AGENT HAS ACTUALLY RECEIVED THE APPLICABLE ITEMS. IF SUCH DELIVERY IS BY MAIL, IT IS SUGGESTED THAT REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, BE USED. DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH IN THIS LETTER OF TRANSMITTAL, OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN THE ONE SET FORTH IN THIS LETTER OF TRANSMITTAL, WILL NOT CONSTITUTE A VALID DELIVERY.

No alternative, conditional, irregular, or contingent tenders will be accepted. All tendering Holders, by execution of this Letter of Transmittal (or facsimile of this Letter of Transmittal), waive any right to receive notice of the acceptance of the Existing Notes for exchange.

2. Guaranteed Delivery Procedures.  Holders who desire to tender Existing Notes for exchange, but who cannot comply with the procedures for tendering on a timely basis set forth in the Prospectus under the caption “The Exchange Offer — Procedures for Tendering Old Notes” or whose Existing Notes are not immediately available may tender in one of the following two ways:

(1) (a) The tender is made through an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Exchange Act (an “Eligible Institution”);

(b) prior to the Expiration Date, the Exchange Agent receives by facsimile transmission, mail, or hand delivery from such Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery (i) setting forth the name and address of the Holder, the registration or certificate number(s) of the Existing Notes tendered, and the principal amount of such Existing Notes; (ii) stating that the tender is being made thereby; and (iii) guaranteeing that, within three New York Stock Exchange trading days after the Expiration Date, the Letter of Transmittal (or facsimile thereof), together with the certificates representing the Existing Notes, in proper form for transfer, or a book-entry confirmation, and any other required documents, will be deposited by the Eligible Institution with the Exchange Agent; and

(c) such properly completed and executed Letter of Transmittal (or facsimile thereof), as well as duly executed certificates representing all tendered Existing Notes in proper form for transfer, or a book-entry confirmation, and all other required documents are received by the Exchange Agent within three New York Stock Exchange trading days after the Expiration Date.

or

(2) (a) Prior to the Expiration Date, the Exchange Agent receives an agent’s message from DTC stating that DTC has received an express acknowledgment from the participant in DTC tendering the Existing Notes that they have received and agree to be bound by the Letter of Transmittal or the Notice of Guaranteed Delivery, as the case may be, and that the Company can enforce such agreement against such participant; and

(b) the Exchange Agent receives, within three business days after the Expiration Date, either (1) a book-entry confirmation, including an agent’s message, transmitted via DTC’s Automated Tender Offer Program, or (2) a properly completed and executed letter of transmittal or facsimile thereof, together with the certificate(s) representing all tendered Existing Notes in proper form for transfer, or a book-entry confirmation, and all other required documents.

8

Upon request, the Exchange Agent will send a Notice of Guaranteed Delivery to a Holder who wishes to tender Existing Notes according to the guaranteed delivery procedures set forth above. Such Holder must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery prior to the Expiration Date. Failure to complete the guaranteed delivery procedures outlined above will not, of itself, affect the validity or effect a revocation of any properly completed and executed Letter of Transmittal properly completed and executed by a Holder who attempted to use the guaranteed delivery procedures.

3. Partial Tenders; Withdrawal.  A Holder who tenders less than the entire principal amount of Existing Notes evidenced by a submitted certificate should fill in the principal amount tendered in the column entitled “Principal Amount Tendered” of the box entitled “Description of Existing Notes Tendered” on page 3 of this Letter of Transmittal. A newly-issued Existing Note for that portion of the principal amount not tendered will be sent to such Holder after the Expiration Date. All Existing Notes delivered to the Exchange Agent will be deemed to have been tendered in full unless otherwise indicated. Tenders of Existing Notes will be accepted only in minimum denominations of $2,000 or integral multiples of $1,000 in excess of $2,000.

A Holder may withdraw a tender of Existing Notes at any time prior to the Expiration Date. Thereafter, tenders of Existing Notes are irrevocable. To be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Exchange Agent. Any such notice of withdrawal must (1) state that the tender is being withdrawn; (2) specify the name of the withdrawing Holder; (3) identify the Existing Notes to be withdrawn (including the certificate registration number(s) and principal amount of such Existing Notes, or, in the case of Existing Notes transferred by book-entry transfer, the name and number of the account at the book-entry transfer facility to be credited and otherwise comply with the procedures for such facility); (4) be signed by the Holder in the same manner as the original signature on this Letter of Transmittal (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the Trustee with respect to the Existing Notes register the transfer of such Existing Notes into the name of the person withdrawing the tender; and (5) specify the name in which any such Existing Notes are registered, if different from the person tendering such Existing Notes. Any Existing Notes that have been tendered but not accepted for exchange will be returned to the Holder of such Existing Notes without cost to such Holder promptly after withdrawal or termination of the Exchange Offer.

4. Signature on this Letter of Transmittal; Written Instruments and Endorsements; Guarantee of Signatures.  If this Letter of Transmittal is signed by the registered Holder(s) of the Existing Notes, the signature must correspond with the name(s) as written on the face of the certificates without alteration or enlargement. If this Letter of Transmittal is signed by a participant in the book-entry transfer facility, the signature must correspond with the name as it appears on the security position listing as the holder of the Existing Notes.

If there are two or more joint owners of record of Existing Notes, they must all sign this Letter of Transmittal.

If a number of Existing Notes registered in different names are tendered, it will be necessary to complete, sign, and submit as many separate copies of this Letter of Transmittal as there are different registrations of Existing Notes.

Signatures on this Letter of Transmittal or a notice of withdrawal, as the case may be, must be guaranteed by an Eligible Institution unless the Existing Notes are tendered (1) by a registered Holder who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” on the Letter of Transmittal or (2) for the account of an Eligible Institution.

If this Letter of Transmittal is signed by the registered Holder of Existing Notes (which term, for the purposes described in this Letter of Transmittal, includes a participant in the book-entry transfer facility whose name appears on a security listing as the holder of the Existing Notes) listed and tendered hereby, no endorsements of the tendered Existing Notes or separate written instruments of transfer or exchange are required. In any other case, the registered Holder (or acting Holder) must either properly endorse the Existing Notes or properly transmit completed bond powers with this Letter of Transmittal (in either case, executed exactly as the name(s) of the registered Holder(s) appear(s) on the Existing Notes, and, with respect to a participant in the book-entry transfer facility whose name appears on a security position listing as the owner of Existing Notes, exactly as the name of the participant appears on such security position listing), with the signature on the Existing Notes or bond power guaranteed by an Eligible Institution (except where the Existing Notes are tendered for the account of an Eligible Institution).

9

If this Letter of Transmittal, any certificates, or separate written instruments of transfer or exchange are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, proper evidence satisfactory to the Company of their authority so to act must be submitted.

5. Special Registration and Delivery Instructions.  Holders should indicate, in the applicable box, the name (or account at the book-entry transfer facility) in which and address to which the New Notes are to be issued (or deposited) if different from the names and addresses or accounts of the person signing this Letter of Transmittal. In the case of issuance in a different name, the employer identification number or social security number of the person named must also be indicated and the Holder should complete the box on page 7 of this Letter of Transmittal.

If no instructions are given, the New Notes will be issued in the name of and sent to the current Holder of the Existing Notes or deposited at such Holder’s account at the book-entry transfer facility.

6. Transfer Taxes.  The Company will pay all transfer taxes, if any, applicable to the transfer and exchange of Existing Notes to it or its order pursuant to the Exchange Offer. If a transfer tax is imposed for any other reason other than the transfer and exchange of Existing Notes to the Company or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered Holder or any other person) will be payable by the tendering Holder. If satisfactory evidence of payment of such taxes or exception therefrom is not submitted with this Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering Holder.

Except as provided in this Instruction 6 of this Letter of Transmittal, it will not be necessary for transfer stamps to be affixed to the Existing Notes listed in this Letter of Transmittal.

7. Waiver of Conditions.  The Company reserves the absolute right to waive, in whole or in part, any of the conditions to the Exchange Offer set forth in the Prospectus.

8. Mutilated, Lost, Stolen, or Destroyed Notes.  Any Holder whose Existing Notes have been mutilated, lost, stolen, or destroyed should contact the Exchange Agent at the address indicated above for further instructions.

9. Requests for Assistance or Additional Copies.  Questions relating to the procedure for tendering as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number(s) set forth above. In addition, all questions relating to the Exchange Offer, as well as requests for assistance or additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Company at P.O. Box 619810, DFW Airport, Texas 75261, Attention: Investor Relations (telephone: (877) 343-3272).

10. Validity and Form.  The Company will determine in its sole discretion all questions as to the validity, form, eligibility (including time of receipt), acceptance, and withdrawal of tendered Existing Notes, which determination will be final and binding. The Company reserves the absolute right to reject any and all Existing Notes not properly tendered or any Existing Notes the Company’s acceptance of which would, in the opinion of counsel for the Company, be unlawful. The Company also reserves the right to waive any defects, irregularities, or conditions of tender as to particular Existing Notes. The Company’s interpretation of the terms and conditions of the Exchange Offer (including the instructions in this Letter of Transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Existing Notes must be cured within such time as the Company determines. Although the Company intends to notify Holders of defects or irregularities with respect to tenders of Existing Notes, neither the Company, the Exchange Agent, nor any other person will incur any liability for failure to give such notification. Tenders of Existing Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Existing Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering Holders promptly after the Expiration Date, or, in the case of Existing Notes tendered by book-entry transfer, will be transferred into the holder’s account at DTC according to the procedures described above.

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FEDERAL TAX WITHHOLDING

Federal income tax law requires each Holder tendering Notes to provide the Exchange Agent with a Taxpayer Identification Number (“TIN”) or to otherwise establish a basis for exemption from backup withholding. Accordingly, to prevent backup withholding, each Holder that is not exempt from backup withholding should provide the Exchange Agent with a current TIN (i.e., his/her social security number for an individual or its employer identification number for an entity) by completing the Substitute Form W-9 below, certifying that the TIN provided on the Substitute Form W-9 is correct and that the Holder is not subject to backup withholding because (a) the Holder is exempt from backup withholding; or (b) the Holder is not subject to backup withholding as a result of a failure to report all interest or dividends; or (c) the Holder has been notified by the IRS that the Holder is no longer subject to backup withholding. If the Holder has not been issued a TIN, but has applied for a TIN or intends to apply for a TIN in the near future, the Holder should write “Applied For” in the space for the TIN in Part I of the Substitute Form W-9 and also complete the Certificate of Awaiting Taxpayer Identification Number. If the Exchange Agent is not provided with a TIN by the time of payment, the Holder will be subject to backup withholding.

If the Holder has not provided a properly completed Substitute Form W-9, reportable payments may be subject to 28% backup withholding. In addition, the Holder may also be subject to a $50 penalty. Backup withholding is not an additional tax. Rather, any amount of tax withheld will be credited against the Holder’s federal income tax liability, and if there is an overpayment of taxes as a result of backup withholding, a refund may be obtained from the IRS.

Certain Holders (including, among others, corporations and tax-exempt organizations) are not subject to the backup withholding requirements. Each such Holder should complete the Substitute Form W-9 and check the box “EXEMPT HOLDER” on the face thereof to avoid possible erroneous withholding. In order to be exempt from backup withholding, a foreign Holder must submit to the Exchange Agent a properly completed IRS Form W-8BEN, W-8ECI, W-8EXP, or W-8IMY, as applicable, signed under penalties of perjury, attesting to that Holder’s foreign status. Such forms can be obtained from the Exchange Agent.

See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute W-9” for additional instructions. HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISER TO DETERMINE WHETHER THEY ARE EXEMPT FROM THE BACKUP WITHHOLDING REQUIREMENTS.

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payer. Social security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer.

For this Type of Account:	Give the TAXPAYER IDENTIFICATION NUMBER of:
1. Individual	The individual
2. Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3. Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4. a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee(1)
b. So-called trust account that is not a legal or valid trust under state law	The actual owner(1)
5. Sole proprietorship	The owner(3)
6. Single-owner LLC	The owner(3)
7. A valid trust, estate, or pension trust	The legal entity(4)
8. Corporation or other entity electing corporate status on Form 8832	The corporation
9. Association, club, religious, charitable, educational or other tax-exempt organization	The organization
10. Partnership	The partnership
11. A broker or registered nominee	The broker or nominee
12. Account with the Department of Agriculture in the name of a public entity that receives agricultural program payments	The public entity

(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s social security number must be furnished.
(2)	Circle the minor’s name and furnish the minor’s social security number.
(3)	Show the name of the owner. Either the social security number or employee identification number of the owner or the employer identification number for the entity (if you have one) may be used.
(4)	List first and circle the name of the legal trust, estate, or pension trust. Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.

NOTE:  If no name is circled when there is more than one name listed, the number will be considered to be that of the first name listed.

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SUBSTITUTE FORM W-9	Part I — Taxpayer Identification Name:
Department of the Treasury Internal Revenue Service	PLEASE PROVIDE YOUR TAXPAYER IDENTIFICATION NUMBER OR, IF YOU ARE AN INDIVIDUAL, YOUR SOCIAL SECURITY NUMBER. IF AWAITING TIN WRITE “APPLIED FOR”:	EXEMPT HOLDER  o
Request for Taxpayer Identification Number (TIN) (See attached guidelines)	Part II — Certification — Under Penalties of Perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me). (2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the Internal Revenue Service has notified me that I am no longer subject to backup withholding and (3) I am a U.S. person (including a U.S. resident alien).
	Certification Instructions — You must cross out (2) above if you have been notified by the Internal Revenue Service that you are currently subject to backup withholding because of under-reporting or lack of reporting of interest or dividends on your tax return. However, if after being notified by the Internal Revenue Service that you were subject to backup withholding you received another notification from the Internal Revenue Service that you are no longer subject to backup withholding, do not cross out (2).
	Signature ­ ­	Date ­ ­

13

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Section references are to the Internal Revenue Code.

Obtaining a Number

If you don’t have a taxpayer identification number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service (the “IRS”) and apply for a number.

Payees Exempt from Backup Withholding

The following is a list of payees exempt from backup withholding and for which no information reporting is required. For interest and dividends, all listed payees are exempt except item (9). For broker transactions, payees listed in (1) through (13) and a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker are exempt. Payments subject to reporting under sections 6041 and 6041A are generally exempt from backup withholding only if made to payees described in items (1) through (7), except that a corporation that provides medical and health care services or bills and collects payments for such services is not exempt from backup withholding or information reporting. Only payees described in items (2) through (6) are exempt from backup withholding for barter exchange transactions and patronage dividends.

(1) A corporation.

(2) An organization exempt from tax under section 501(a), or an individual retirement plan (“IRA”), or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2).

(3) The United States or any of its agencies or instrumentalities.

(4) A State, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.

(5) A foreign government or any of its political subdivisions, agencies or instrumentalities.

(6) An international organization or any of its agencies or instrumentalities.

(7) A foreign central bank of issue.

(8) A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.

(9) A futures commission merchant registered with the Commodity Futures Trading Commission.

(10) A real estate investment trust.

(11) An entity registered at all times during the tax year under the Investment Company Act of 1940.

(12) A common trust fund operated by a bank under section 584(a).

(13) A financial institution.

(14) A middleman known in the investment community as a nominee or custodian.

(15) A trust exempt from tax under section 664 or described in section 4947.

Privacy Act Notice.  Section 6109 requires you to give your correct taxpayer identification number to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA or Archer MSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, and the District of Columbia to carry out their tax laws. The IRS may also disclose this information to other countries under a tax treaty, or to federal or state agencies to enforce federal non-tax criminal laws and to combat

14

terrorism. You must provide your taxpayer identification number whether or not you are required to file a tax return. Payers must generally withhold 28% under current law on payments of taxable interest, dividends, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties.

(1) Penalty for Failure to Furnish Taxpayer Identification Number.  If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information with Respect to Withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

(3) Criminal Penalty for Falsifying Information.  Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

15

EX-99.2

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY

LENDER PROCESSING SERVICES, INC.

OFFER TO EXCHANGE ITS
81/8% SENIOR NOTES DUE 2016
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR ANY AND ALL OF ITS OUTSTANDING
UNREGISTERED 81/8% SENIOR NOTES DUE 2016

PURSUANT TO THE
PROSPECTUS DATED          , 2008

A holder of Lender Processing Services, Inc.’s 81/8% Senior Notes due 2016 (the “Existing Notes”) who wishes to tender such Existing Notes pursuant to the exchange offer (the “Exchange Offer”) described in the Prospectus dated          , 2008 (the “Prospectus”) and the accompanying Letter of Transmittal (the “Letter of Transmittal”) must complete and deliver this form or one substantially equivalent to it under the following circumstances: (1) certificates representing the Existing Notes are not immediately available; (2) the Existing Notes or other required documents will not reach the Exchange Agent on or prior to the Expiration Date (as defined in the Letter of Transmittal and the Prospectus); or (3) the appropriate procedures for book-entry transfer will not be completed on or prior to the Expiration Date. This requirement is set forth in the Prospectus in the section entitled “The Exchange Offer — Procedures for Tendering Old Notes” and in the Letter of Transmittal in Instruction 2. This form may be delivered by hand or sent by overnight courier, facsimile transmission, or registered or certified mail to the Exchange Agent. The Exchange Agent must receive this form prior to 5:00 p.m., New York City time, on          , 2008, unless extended.

To U.S. Bank National Association, Corporate Trust Services
(the “Exchange Agent”)

By Overnight Courier or Registered or Certified Mail: U. S. Bank National Association West Side Flats Operations Center Attn: Specialized Finance 60 Livingston Avenue Mail Station — EP-MN-WS2N St. Paul, MN 55107-2292	By Facsimile Transmission (for Eligible Institutions Only): 404-898-2467
By Hand Delivery: U. S. Bank National Association West Side Flats Operations Center Attn: Specialized Finance 60 Livingston Avenue Mail Station — EP-MN-WS2N St. Paul, MN 55107-2292	To confirm by telephone or for information: 800-934-6802

Delivery of this Notice of Guaranteed Delivery to an address or transmission of this Notice of Guaranteed Delivery to a facsimile number other than those set forth above will not constitute a valid delivery.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an “Eligible Institution” under the instructions to the Letter of Transmittal, such signature guarantee must appear in the applicable space provided in the box on the Letter of Transmittal for guarantee of signatures.

As set forth in the Prospectus dated          , 2008 (as it may be supplemented from time to time, the “Prospectus”) of Lender Processing Services, Inc. (the “Company”), under “The Exchange Offer — Guaranteed Delivery Procedures,” and in the accompanying Letter of Transmittal and instructions thereto, this form or one substantially equivalent hereto or an agent’s message relating to guaranteed delivery must be used to accept the Company’s offer to exchange $1,000 principal amount of its registered 81/8% Senior Notes due 2016 (the “New Notes”) for each $1,000 principal amount of its unregistered Existing Notes upon the terms and conditions set forth in the Prospectus and the accompanying Letter of Transmittal, if certificates representing such Existing Notes are not immediately available, time will not permit the Letter of Transmittal, certificates representing such Existing Notes, or other required documents to reach the Exchange Agent, or the procedures for book-entry transfer (including a properly transmitted agent’s message with respect thereto) cannot be completed, on or prior to the Expiration Date.

2

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

The undersigned hereby tenders to Lender Processing Services, Inc. the principal amount of the Existing Notes listed below, upon the terms of and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, which the undersigned has received, pursuant to the guaranteed delivery procedures set forth in such Prospectus, as follows:

EXISTING NOTES	1	2
		Principal Amount Tendered
		(Must be a Minimum
	Aggregate Principal Amount	Denomination of $2,000 or an
Certificate or Registration Nos.	Represented by Existing	Integral Multiple of $1,000 in
(For Non-Book-Entry Holders)	Note(s)	Excess Thereof)

If Existing Notes will be tendered by book-entry transfer, provide the following information:

DTC Account Number:

Transaction code (if available):

Date:                         , 2008

All authority herein conferred or agreed to be conferred will survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder is binding upon the heirs, personal representatives, successors, and assigns of the undersigned.

Please sign here

X 

X 

(Signature of Owner(s) or Authorized Signatory)

Date:                          , 2008

Taxpayer Identification Number or Social Security Number:

Area Code and Telephone Number:

3

Must be signed by the holder(s) of the Existing Notes as their name(s) appear(s) on the certificates for Existing Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer, or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below.

Please print name(s) and address(es)

Name:

Capacity:

Address (including zip code):

THE GUARANTEE ON THE NEXT PAGE MUST BE COMPLETED

4

GUARANTEE
(Not to be used for signature guarantee)

The undersigned, a firm or other entity identified as an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, guarantees that (1) the above named person(s) own(s) the principal amount of 81/8% Senior Notes due 2016 (the “Existing Notes”) of Lender Processing Services, Inc. tendered hereby within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended; (2) such tender of such Existing Notes complies with Rule 14e-4; and (3) the undersigned will deliver to the Exchange Agent the certificates representing the Existing Notes tendered hereby or confirmation of book-entry transfer of such Existing Notes into the Exchange Agent’s account at The Depository Trust Company, in proper form for transfer, together with the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees or an agent’s message in lieu thereof and any other required documents, within three New York Stock Exchange trading days after the Expiration Date.

Name of Firm: ­ ­
	(Authorized Signature)
Address: ­ ­	Name: ­ ­
	(Please type or print)
	Title: ­ ­
(including Zip Code)
Area Code and Tel. No.: ­ ­	Date: ­ ­

NOTE:  DO NOT SEND CERTIFICATES REPRESENTING EXISTING NOTES WITH THIS FORM. CERTIFICATES REPRESENTING EXISTING NOTES SHOULD BE SENT ONLY WITH A LETTER OF TRANSMITTAL.

5

INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

1. Delivery of this Notice of Guaranteed Delivery.  A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address set forth herein on or prior to the Expiration Date. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and risk of the Holder. If delivery is by mail, it is suggested that Holders use registered mail, return receipt requested, properly insured, and that the mailing be made sufficiently in advance of the Expiration Date, to permit delivery to the Exchange Agent on or prior to such date. Instead of delivery by mail, it is recommended that Holders use an overnight or hand delivery service. Delivery will be deemed made when actually received or confirmed by the Exchange Agent. For description of the guaranteed delivery procedures, see Instruction 2 of the Letter of Transmittal.

2. Signatures on this Notice of Guaranteed Delivery.  If this Notice of Guaranteed Delivery is signed by the registered Holder(s) of the Existing Notes referred to in this Notice of Guaranteed Delivery, the signature(s) must correspond with the names as written on the face of the certificates without alteration, enlargement, or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a participant in the book-entry transfer facility whose name is shown as the owner of the Existing Notes, the signature must correspond with the name shown on the security position listing as the owner of the Existing Notes.

If this Notice of Guaranteed Delivery is signed by a person other than the registered Holder(s) of any Existing Notes listed as a participant of the book-entry transfer facility, this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed as the name of the registered Holder(s) appears on the Existing Notes or signed as the name of the participant shown on the book-entry transfer facility’s security position listing.

If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other person acting in a fiduciary or representative capacity, such person should so indicate when signing and submit with the Letter of Transmittal evidence satisfactory to the Company of such person’s authority to so act.

3. Requests for Assistance or Additional Copies.  Questions relating to the procedure for tendering Existing Notes and requests for additional copies of the Prospectus, the Letter of Transmittal, this Notice of Guaranteed Delivery and any other documents related to the Exchange Offer may be directed to the Exchange Agent. Holders may also contact their broker, dealer, commercial bank, trust company, or other nominee for assistance concerning the Exchange Offer.

6

EX-99.3

Exhibit 99.3

LENDER PROCESSING SERVICES, INC.

OFFER TO EXCHANGE ITS
81/8% SENIOR NOTES DUE 2016
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR ANY AND ALL OF ITS OUTSTANDING
UNREGISTERED 81/8% SENIOR NOTES DUE 2016

PURSUANT TO THE
PROSPECTUS DATED          , 2008

TO:   BROKERS, DEALERS, COMMERCIAL BANKS,
TRUST COMPANIES, AND OTHER NOMINEES:

Lender Processing Services, Inc. (the “Company”) is offering to exchange (the “Exchange Offer”), upon and subject to the terms and conditions set forth in the enclosed Prospectus, dated          , 2008 (the “Prospectus”), and the enclosed Letter of Transmittal (the “Letter of Transmittal”), its 81/8% Senior Notes due 2016, which have been registered under the Securities Act of 1933 (the “New Notes”), for any and all of its outstanding 81/8% Senior Notes due 2016 (the “Existing Notes”). The Exchange Offer is being made in order to satisfy obligations of the Company contained in the Registration Rights Agreement, dated July 2, 2008, among the Company, the guarantors parties thereto and J.P. Morgan Securities Inc., Banc of America Securities LLC and Wachovia Capital Markets, LLC, as representatives of the several initial purchasers.

In connection with the Exchange Offer, we are requesting that you contact your clients for whom you hold Existing Notes registered in your name or in the name of your nominee, or who hold Existing Notes registered in their own names.

For you information and for forwarding to your clients, we are enclosing the following documents:

1. Prospectus dated          , 2008;

2. A Letter of Transmittal for your use and for the information of your clients;

3. A form of Notice of Guaranteed Delivery; and

4. A form of letter that may be sent to your clients for whose account you hold Existing Notes registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Exchange Offer.

WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON          , 2008, UNLESS EXTENDED.

The Exchange Offer is not conditioned upon any minimum number of Existing Notes being tendered.

To participate in the Exchange Offer, a beneficial holder must either (1) cause to be delivered to U.S. Bank National Association, Corporate Trust Services (the “Exchange Agent”), at the address set forth in the Letter of Transmittal, definitive registered notes representing Existing Notes in proper form for transfer together with a properly executed Letter of Transmittal or (2) cause a DTC participant to tender such holder’s Existing Notes to the Exchange Agent’s account maintained at The Depository Trust Company (“DTC”) for the benefit of the Exchange Agent through DTC’s Automated Tender Offer Program (“ATOP”), including transmission of a computer-generated message whereby the DTC participant acknowledges and agrees to be bound by the terms of the Letter of Transmittal and that the Company may enforce that agreement against the DTC participant. By complying with DTC’s ATOP procedures with respect to the Exchange Offer, the DTC Participant confirms on behalf of itself and the beneficial owners of tendered Existing Notes all provisions of the Letter of Transmittal applicable to it and such beneficial owners as fully as if it completed, executed, and returned the Letter of Transmittal to the Exchange Agent. You will need to contact those of your clients for whose account you hold definitive registered notes or book-entry interests representing Existing Notes and seek their instructions regarding the Exchange Offer.

Pursuant to the Letter of Transmittal, each holder (a “Holder”) of the Existing Notes will represent that: (1) the New Notes are being obtained in the ordinary course of business of the person receiving such New Notes, whether or not the Holder is such person; (2) neither the Holder nor any such other person receiving the New Notes is engaged or intends to engage in the distribution of such New Notes within the meaning of the Securities Act; (3) neither the Holder nor any such person receiving the New Notes has an arrangement or understanding with any person to participate in the distribution of such New Notes within the meaning of the Securities Act; and (4) the Holder is not an “affiliate” of the Company within the meaning of the Securities Act.

If the Holder or such other person is a broker-dealer who is receiving the New Notes for its own account in exchange for Existing Notes that were acquired as a result of market-making or other trading activities, each Holder of the Existing Notes will acknowledge and represent that: (1) the Holder or such other person will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes (but by so acknowledging or by delivering a prospectus, such Holder will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act) and (2) the Holder has not entered into any arrangement or understanding with the Company or any “affiliate” of the Company within the meaning of the Securities Act to distribute the New Notes in connection with any resale of the New Notes.

If a Holder of the Existing Notes or any such other person is participating in the Exchange Offer for the purpose of distributing the New Notes, such Holder will acknowledge that (1) the Holder cannot rely on the position of the staff of the Securities and Exchange Commission enunciated in Exxon Capital Holdings Corporation (available April 13, 1989), Morgan Stanley & Co., Inc. (available June 5, 1991) or similar no-action letters regarding Exchange Offer and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction and (2) the Holder may incur liability under the Securities Act if it fails to comply with such requirements, liability from which it is not indemnified by the Company. If a Holder of Existing Notes or any such other person is an “affiliate” of the Company within the meaning of the Securities Act, such Holder understands and acknowledges that the Holder or such other person may not offer for resale, resell, or otherwise transfer such New Notes without registering them under the Securities Act or without an exemption therefrom.

The enclosed “Instructions to Registered Holder or DTC participant from Beneficial Owner” form contains an authorization by the beneficial owners of Existing Notes for you to make the foregoing representations. You should forward this form to your clients and ask them to complete it and return it to you. You will then need to tender Existing Notes on behalf of those of your clients who ask you to do so.

The Company will not pay any fee or commission to any broker or dealer or to any other persons (other than the Exchange Agent) in connection with the solicitation of tenders of Existing Notes pursuant to the Exchange Offer. The Company will pay or cause to be paid any transfer taxes payable on the transfer of Existing Notes to it, except as otherwise provided in the section “The Exchange Offer — Fees and Expenses” of the enclosed Prospectus.

Additional copies of the enclosed materials may be obtained from the Exchange Agent at its address and telephone number set forth on the front of the Letter of Transmittal.

Very truly yours,

Lender Processing Services, Inc.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS CONSTITUTES YOU THE AGENT OF THE COMPANY OR THE EXCHANGE AGENT OR AUTHORIZES YOU TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

2

INSTRUCTIONS TO REGISTERED HOLDER OR DTC PARTICIPANT FROM REGISTERED
HOLDER WITH RESPECT TO THE EXCHANGE OFFER

The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein, including the Prospectus and the accompanying form of Letter of Transmittal, relating to the Exchange Offer made by Lender Processing Services, Inc. with respect to its Existing Notes.

This will instruct you as to the action to be taken by you relating to the Exchange Offer with respect to the Existing Notes held by you for the account of the undersigned, upon and subject to the terms and conditions set forth in the Prospectus and the Letter of Transmittal.

The principal amount of the Existing Notes held by you for the account of the undersigned is (fill in the amount):

$                    (principal amount of Existing Notes)

$                    (principal amount of Existing Notes).

With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

o  To TENDER ALL of the Existing Notes held by you for the account of the undersigned.

o  To TENDER the following Existing Notes held by you for the account of the undersigned (insert principal amount of Existing Notes to be tendered, if any):

$                    (principal amount of Existing Notes)

$                    (principal amount of Existing Notes).

o  NOT TO TENDER any Existing Notes held by you for the account of the undersigned.

If the undersigned is instructing you to tender the Existing Notes held by you for the account of the undersigned, the undersigned agrees and acknowledges that you are authorized:

(a) to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner of the Existing Notes, including, but not limited to, the representations that: (1) the New Notes are being obtained in the ordinary course of business of the person receiving such New Notes, whether or not the undersigned is such person; (2) neither the undersigned nor any such other person receiving the New Notes is engaged or intends to engage in the distribution of such New Notes within the meaning of the Securities Act; (3) neither the undersigned nor any such person receiving the New Notes has an arrangement or understanding with any person to participate in the distribution of such New Notes within the meaning of the Securities Act; and (4) the undersigned is not an “affiliate” of the Company within the meaning of the Securities Act.

(b) to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned if the undersigned is a broker dealer receiving the New Notes for its own account in exchange for Existing Notes that were acquired as a result of market-making or other trading activities, including, but not limited to, the representations that: (1) the undersigned or such other person will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes (but by so acknowledging or by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act) and (2) the undersigned has not entered into any arrangement or understanding with the Company or any “affiliate” of the Company within the meaning of the Securities Act to distribute the New Notes in connection with any resale of the New Notes.

(c) to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the acknowledgements contained in the Letter of Transmittal that are to be made with respect to the undersigned if the undersigned or any such other person is participating in the Exchange Offer for the purpose of distributing the New Notes, including, but not limited to, the acknowledgement that: (1) the undersigned or such other person cannot rely on the position of the staff of the Securities and Exchange Commission enunciated in Exxon Capital Holdings Corporation (available April 13, 1989), Morgan Stanley & Co., Inc. (available June 5, 1991) or similar no-action

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letters regarding Exchange Offer, and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction; (2) the undersigned or such other person may incur liability under the Securities Act if the undersigned or such other person fails to comply with such requirements, liability from which the undersigned or such other person is not indemnified by the Company; (3) if the undersigned or any such other person is an “affiliate” of the Company within the meaning of the Securities Act, the undersigned or such other person understands and acknowledges that the undersigned or such other person may not offer for resale, resell, or otherwise transfer such New Notes without registering them under the Securities Act or without an exemption therefrom;

(d) to agree on behalf of the undersigned, as set forth in the Letter of Transmittal; and

(e) to take such other action as necessary under the Prospectus or the Letter of Transmittal to effect the valid tender of the Existing Notes.

[Remainder of page intentionally left blank.]

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SIGN HERE

Name of beneficial owner(s) (please print): 

Signature(s): 

Address: 

Telephone Number: 

Taxpayer Identification Number or Social Security Number: 

Date:                         , 2008

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