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DOCUMENT TITLE:  TAX MATTERS AGREEMENT .
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Clause Heading
ARTICLE I - Definition of Terms
SECTION 2.01 - General Rule.
(b) - Altisource Liability.
SECTION 2.02 - Allocations of Taxes.
(a) - Allocation of Taxes to OFC.
(b) - Allocation of Taxes to Altisource.
SECTION 2.03 - Certain Transaction and Other Taxes.
(b) - OFC Liability.
(a) - General Method of Proration.
(b) - Transactions Treated as Extraordinary Items.
SECTION 4.01 - General.
SECTION 4.02 - OFCs Responsibility.
(a) - OFC Federal Consolidated Income Tax Returns for all Tax Periods;
SECTION 4.03 - Altisources Responsibility.
SECTION 4.04 - Tax Accounting Practices.
(b) - Reporting of Transaction Tax Items.
(c) - Detrimental Tax Positions.
SECTION 4.05 - Consolidated or Combined Tax Returns.
SECTION 4.06 - Right to Review Tax Returns.
(b) - Execution of Returns Prepared by Other Party.
SECTION 4.07 - Altisource Carrybacks and Claims for Refund.
SECTION 5.02 - Indemnification Payments.
SECTION 4.08 - Apportionment of Earnings and Profits and Tax Attributes.
SECTION 5.01 - Payment of Taxes With Respect to Tax Returns Reflecting Taxes of the Other Company.
(a) - Computation and Payment of Tax Due.
(b) - Computation and Payment of Liability With Respect to Tax Due.
(c) - Adjustments Resulting in Underpayments.
SECTION 6.01 - Tax Refunds in General.
SECTION 6.02 - Timing Differences and Reverse Timing Differences.
SECTION 6.03 - Altisource Carrybacks.
SECTION 7.01 - Tax Opinions and Representation Letters.
SECTION 7.02 - Restrictions on Altisource.
(d) - Certain Issuances of Altisource Capital Stock.
(e) - Procedures Regarding Opinions and Rulings.
(f) - Rulings or Unqualified Tax Opinions at Altisources Request.
(g) - Rulings or Unqualified Tax Opinions at OFCs Request.
SECTION 7.03 - Liability for Tax-Related Losses.
SECTION 8.01 - Assistance and Cooperation.
SECTION 8.02 - Income Tax Return Information.
SECTION 8.03 - Reliance.
SECTION 9.01 - Retention of Tax Records.
SECTION 9.02 - Access to Tax Records.
SECTION 10.01 - Notice.
SECTION 10.02 - Control of Tax Contests.
(b) - Altisource Separate Returns.
(c) - Distribution-Related Proceedings.
ARTICLE XI - Effective Date; Termination of Prior Intercompany Tax Allocation Agreements
ARTICLE XII - Survival of Obligations
SECTION 13.01 - Treatment of Tax Indemnity and Tax Benefit Payments.
SECTION 13.02 - Tax Gross Up.
SECTION 13.03 - Interest under This Agreement.
ARTICLE XIV - Disagreements
ARTICLE XV - Late Payments
ARTICLE XVI - Expenses
SECTION 17.01 - Addresses and Notices.
SECTION 17.02 - Binding Effect.
SECTION 17.03 - Waiver.
SECTION 17.04 - Severability.
SECTION 17.05 - Authority.
SECTION 17.06 - Further Action.
SECTION 17.07 - Integration.
SECTION 17.08 - Construction.
SECTION 17.09 - No Double Recovery.
SECTION 17.10 - Counterparts.
SECTION 17.11 - Governing Law.
SECTION 17.12 - Jurisdiction.
SECTION 17.13 - Amendment.
SECTION 17.14 - Altisource Subsidiaries.
SECTION 17.15 - Successors.
SECTION 17.16 - Injunctions.