Exhibit 3.78
EXHIBIT A
 
 
 75-3064874




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Manager), Member).
  ARTICLE I  Formation and Name
 Company)
 ARTICLE II  Principal Place of Business, Agent for Service of Process
  ARTICLE III  Purposes
 Section 3.1
  Section 3.2 Powers
  
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ARTICLE IV  Term
  ARTICLE V  Capital Contributions
 Section 5.1 Original Capital Contributions
 Exhibit A
 
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Section 5.2 Additional Contributions
  Section 5.3 Interest on Capital Contributions
  Section 5.4 Withdrawal of Capital
  Section 5.5 Liability of Member
  Section 5.6 Property Other Than Cash
  Section 5.7 Capital Accounts
  
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ARTICLE VI  Additional Members
  ARTICLE VII  Loans
 Section 7.1 Company Borrowings
  Section 7.2 Operating Loans
  &
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Operating Loans) (Operating Notes)
 Section 7.3 Benefit
  ARTICLE VIII  Rights, Duties and Powers
 Section 8.1 Rights and Responsibilities of Manager
  Section 8.2 Duties and Powers of Manager
  
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Section 8.3 Prohibited Acts and Limitations
  Section 8.4 Compensation of Manager
  Section 8.5 Indemnity of Manager
  
 6




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Section 8.6 Activities of Members
  ARTICLE IX  Independent Ventures  Self-Dealing Provisions
 Section 9.1 Competition
  Section 9.2 Self-Dealing
  ARTICLE X  Profits and Losses
 Section 10.1 Basic Ratio
 Exhibit A
  
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Section 10.2 Individual Items
  Section 10.3 Special Tax Provisions
   ARTICLE XI  Cash Flow of the Company
 Section 11.1 Cash Flow
    
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Section 11.2 Cash Flow Distributions
  First,
 Second,
 
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Section 11.3 Allocations and Distributions
    ARTICLE XII
 Section 12.1 Other Distributions and Payments
  First,
 Second, provided,
 
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Third,
 Fourth,
 ARTICLE XIII  Accounting
 Section 13.1 Books and Reporting
   
 11




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Section 13.2 Bank Accounts
  Section 13.3 Special Basis Adjustments
  Section 13.4 Fiscal Year
  ARTICLE XIV  Withdrawal of Manager: New Managers
 Section 14.1 Voluntary Withdrawal
  Section 14.2 Election to Continue
  Section 14.3 Successor Manager
  
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Section 14.4 Interest of Predecessor Manager
  Section 14.5 Designation of New Manners
   Section 14.6 Approval of Certain Events
  
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ARTICLE XV  Transfer of Member Interests
 Section 15.1 Right to Assign
  Section 15.2 Restrictions
     Section 15.3 Substitute Members
  Section 15.4 Assignees
  
 14




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ARTICLE XVI  Termination and liquidation
 Section 16.1 Events Causing Termination
      Section 16.2 Distributions Upon Termination
  
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Section 16.3 Distributions in Kind
  Section 16.4 Period for Orderly Liquidation
  Section 16.5 Records of Liquidation
  Section 16.6 Liability of Manager
  ARTICLE XVII  General
 Section 17.1 Restrictions on Transfer
  
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Section 17.2 Notices
      Section 17.3 Obligations and Rights of Transferees
  
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Section 17.4 Governing Law
  Section 17.5 Entire Agreement and Amendments
  Section 17.6 Separability of Provisions; Rights and Remedies; Arbitration
     
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Section 17.7 Benefits and Obligations
  Section 17.8 Word Meanings
  Section 17.9 Counterparts
  ARTICLE XVIII  Definitions
  
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Act
 Affiliate
 Agreement
 Approved by the Members
 Arbitration
 Assignee
 Assignor
 Assignment
 Auditors
 Capital Account
 Capital Contribution
 
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Capital Transaction
 Cash Flow
 Certificate
 Code
 Company
 Company Interest Interest
 Designated Prime Rate The Wall Street Journal.
 Entity
 Event of Bankruptcy Bankruptcy
  
 21




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Immediate Family
 Manager Managers
 Member Members
 Member Interest
 Operating Loan
 Percentage Interest Exhibit A
 Person
 Profits and Losses
 Property
 Residual Interest Exhibit A
 
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Retirement Retired)
 Sale-Refinancing Proceeds
 State
 Successor Manager
 Substitute Member
  MEMBER:INVESTMENT PROPERTY EXCHANGE SERVICES, INC.By:
    /s/ Radah ButlerRadah ButlerPresident 
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MANAGER:NATIONAL RESIDENTIAL NOMINEE SERVICES INC.By:
    /s/ Todd C. JohnsonTodd C. JohnsonSenior Vice President and Secretary 
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EXHIBIT A
    PercentageInterest &Capital
    
    ResidualName
    
    Address
    
    Contribution
    
    InterestInvestment Property Exchange Services, Inc.
    
    50 California Street
    
    $
    1,000.00
    
    
    
    100
    %Suite 3550San Francisco, CA 94111
 
 i