TAX MATTERS AGREEMENT

EXHIBIT 10.1

TAX MATTERS AGREEMENT

By and Between

OCWEN FINANCIAL CORPORATION

and

ALTISOURCE SOLUTIONS S.À R.L.

Dated as of August 10, 2009

TABLE OF CONTENTS

						Page
ARTICLE I			DEFINITION OF TERMS			1
ARTICLE II			ALLOCATION OF TAX LIABILITIES			8
	SECTION 2.01			General Rule		8
	SECTION 2.02			Allocations of Taxes		8
	SECTION 2.03			Certain Transaction and Other Taxes		9
ARTICLE III			PRORATION OF TAX ITEMS			9
ARTICLE IV			PREPARATION AND FILING OF TAX RETURNS			10
	SECTION 4.01			General		10
	SECTION 4.02			OFC’s Responsibility		10
	SECTION 4.03			Altisource’s Responsibility		10
	SECTION 4.04			Tax Accounting Practices		10
	SECTION 4.05			Consolidated or Combined Tax Returns		11
	SECTION 4.06			Right To Review Tax Returns		11
	SECTION 4.07			Altisource Carrybacks and Claims for Refund		12
	SECTION 4.08			Apportionment of Earnings and Profits and Tax Attributes		12
ARTICLE V			TAX PAYMENTS			12
	SECTION 5.01			Payment of Taxes With Respect to Tax Returns Reflecting Taxes of the Other Company		12
	SECTION 5.02			Indemnification Payments		13
ARTICLE VI			TAX BENEFITS			13
	SECTION 6.01			Tax Refunds in General		13
	SECTION 6.02			Timing Differences and Reverse Timing Differences		14
	SECTION 6.03			Altisource Carrybacks		15
ARTICLE VII			TAX-FREE STATUS			15
	SECTION 7.01			Tax Opinions and Representation Letters		15
	SECTION 7.02			Restrictions on Altisource		15
	SECTION 7.03			Liability for Tax-Related Losses		18
ARTICLE VIII			ASSISTANCE AND COOPERATION			18
	SECTION 8.01			Assistance and Cooperation		18
	SECTION 8.02			Income Tax Return Information		19

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TABLE OF CONTENTS
(continued)

						Page
	SECTION 8.03			Reliance		19
ARTICLE IX			TAX RECORDS			20
	SECTION 9.01			Retention of Tax Records		20
	SECTION 9.02			Access to Tax Records		20
ARTICLE X			TAX CONTESTS			20
	SECTION 10.01			Notice		20
	SECTION 10.02			Control of Tax Contests		21
ARTICLE XI			EFFECTIVE DATE; TERMINATION OF PRIOR INTERCOMPANY TAX ALLOCATION AGREEMENTS			21
ARTICLE XII			SURVIVAL OF OBLIGATIONS			21
ARTICLE XIII			TREATMENT OF PAYMENTS; TAX GROSS UP			22
	SECTION 13.01			Treatment of Tax Indemnity and Tax Benefit Payments		22
	SECTION 13.02			Tax Gross Up		22
	SECTION 13.03			Interest Under This Agreement		22
ARTICLE XIV			DISAGREEMENTS			23
ARTICLE XV			LATE PAYMENTS			23
ARTICLE XVI			EXPENSES			23
ARTICLE XVII			GENERAL PROVISIONS			24
	SECTION 17.01			Addresses and Notices		24
	SECTION 17.02			Binding Effect		24
	SECTION 17.03			Waiver		24
	SECTION 17.04			Severability		24
	SECTION 17.05			Authority		25
	SECTION 17.06			Further Action		25
	SECTION 17.07			Integration		25
	SECTION 17.08			Construction		25
	SECTION 17.09			No Double Recovery		25
	SECTION 17.10			Counterparts		25
	SECTION 17.11			Governing Law		26
	SECTION 17.12			Jurisdiction		26

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TABLE OF CONTENTS
(continued)

						Page
	SECTION 17.13			Amendment		26
	SECTION 17.14			Altisource Subsidiaries		26
	SECTION 17.15			Successors		26
	SECTION 17.16			Injunctions		26

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               TAX MATTERS AGREEMENT (this “ Agreement ”) entered into as of August 10, 2009, by and between OCWEN FINANCIAL CORPORATION, a Florida corporation (“ OFC ”), and ALTISOURCE SOLUTIONS S.À R.L., a private limited liability company organized under the laws of the Grand Duchy of Luxembourg and an indirect wholly-owned subsidiary of OFC (“ Altisource ”).

               WHEREAS, the board of directors of OFC has determined that it is in the best interests of OFC and its shareholders to separate the Altisource Business (as defined below) from OFC.

               WHEREAS, as of the date hereof, OFC is the common parent of an affiliated group of corporations, including Altisource, which has elected to file consolidated United States Federal income tax returns;

               WHEREAS, OFC and Altisource have entered into the Separation Agreement (as defined below), pursuant to which OFC agreed to contribute and otherwise transfer to Altisource, and Altisource agreed to receive and assume, the assets and liabilities then associated with the Altisource Business.

               WHEREAS, OFC intends to distribute to shareholders of OFC all the outstanding shares of Altisource Capital Stock;

               WHEREAS, pursuant to the Distribution (as defined in the Separation Agreement), Altisource and its subsidiaries will cease to be members of the affiliated group (as that term is defined in Section 1504 of the Code (as defined below)) of which OFC is the common parent; and

               WHEREAS the Companies (as defined below) desire to provide for and agree upon the allocation between the Companies of liabilities for Taxes (as defined below) arising prior to, as a result of, and subsequent to the Distribution, and to provide for and agree upon other matters relating to Taxes.

               NOW, THEREFORE, in consideration of the mutual agreements contained herein, the Companies hereby agree as follows:

ARTICLE I

Definition of Terms

               For purposes of this Agreement (including the recitals hereof), the following terms have the following meanings, and capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Separation Agreement:

               “ Accountant ” shall have the meaning set forth in Section 8.02(b).

               “ Accounting Cutoff Date ” means, with respect to Altisource, any date as of the end of which there is a closing of the financial accounting records for Altisource.

               “ Active Trade or Business ” means the active conduct (within the meaning of Section 355(b) of the Code and the regulations thereunder) by Altisource of the Altisource Business.

               “ Adjustment Request ” means any formal or informal claim or request filed with any Tax Authority, or with any administrative agency or court, for the adjustment, refund or credit of Taxes, including (a) any amended Tax Return claiming adjustment to the Taxes as reported on the Tax Return or, if applicable, as previously adjusted, (b) any claim for equitable recoupment or other offset and (c) any claim for refund or credit of Taxes previously paid.

               “ Affiliate ” means any entity that is directly or indirectly “controlled” by either the person in question or an Affiliate of such person. For purposes of the definition of “Affiliate,” “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through ownership of voting securities, by contract or otherwise.

               “ Agreement ” shall have the meaning provided in the first sentence of this Agreement.

               “ Altisource ” shall have the meaning provided in the first sentence of this Agreement.

               “ Altisource Affiliated Group ” shall have the meaning provided in the definition of “ Altisource Federal Consolidated Income Tax Return .”

               “ Altisource Business ” means the knowledge process outsourcing business, as defined in the Separation Agreement.

               “ Altisource Capital Stock ” means all classes or series of capital stock of Altisource, including (i) the Altisource Common Stock, (ii) all options, warrants and other rights to acquire such capital stock and (iii) all instruments properly treated as stock in Altisource for U.S. Federal income tax purposes.

               “ Altisource Carryback ” means any net operating loss, net capital loss, excess tax credit or other similar Tax item of any member of the Altisource Group that may or must be carried from one Tax Period to another prior Tax Period under the Code or other applicable Tax Law.

               “ Altisource Common Stock ” has the meaning set forth in the Separation and Distribution Agreement.

               “ Altisource Federal Consolidated Income Tax Return ” means any United States (or any foreign country) Federal income Tax Return for the affiliated group (as that term is defined in Section 1504 of the Code) of which Altisource (or a subsidiary thereof) is the common parent (the “ Altisource Affiliated Group ”).

               “ Altisource Group ” means Altisource and its Subsidiaries, as determined immediately after the Distribution.

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               “ Altisource Separate Return ” means any Separate Return of Altisource or any member of the Altisource Group.

               “ Ancillary Agreements ” means the Employee Matters Agreement, the Transition Services Agreement, the Tax Matters Agreement, the Intellectual Property Agreement, the Data Center and Disaster Recovery Agreement, the Services Agreements and any instruments, assignments and other documents and agreements executed in connection with the implementation of the transactions contemplated by the Separation Agreement, including Article II .

               “ Base Rate ” shall be the rate as set forth in Article XV.

               “ Board Certificate ” shall have the meaning set forth in Section 7.02(d).

               “ Closing Date ” means the date of the Distribution.

               “ Code ” means the U.S. Internal Revenue Code of 1986, as amended.

               “ Companies ” means OFC and Altisource, collectively, and “ Company ,” as the context requires, means either OFC or Altisource.

               “ Contribution ” means the contribution of assets and liabilities by OFC itself directly to Altisource itself pursuant to Sections 2.01, 2.02, 2.03, 2.04 and 2.05 of the Separation Agreement.

               “ Distribution ” has the meaning set forth in the Separation Agreement.

               “ Distribution-Related Proceeding ” means any Tax Contest in which the IRS, another Tax Authority or any other party asserts a position that could reasonably be expected to adversely affect the Tax-Free Status.

               “ Fifty-Percent or Greater Interest ” shall have the meaning ascribed to such term for purposes of Sections 355(d) and (e) of the Code.

               “ Filing Date ” shall have the meaning set forth in Section 7.03(c).

               “ Final Determination ” means the final resolution of liability for any Tax, which resolution may be for a specific issue or adjustment or for a taxable period, (a) by IRS Form 870 or 870-AD (or any successor forms thereto), on the date of acceptance by or on behalf of the taxpayer, or by a comparable form under the laws of a State, local, or foreign taxing jurisdiction, except that a Form 870 or 870-AD or comparable form shall not constitute a Final Determination to the extent that it reserves (whether by its terms or by operation of law) the right of the taxpayer to file a claim for refund or the right of the Tax Authority to assert a further deficiency in respect of such issue or adjustment or for such taxable period (as the case may be); (b) by a decision, judgment, decree or other order by a court of competent jurisdiction, which has become final and unappealable; (c) by a closing agreement or accepted offer in compromise under Sections 7121 or 7122 of the Code, or a comparable agreement under the laws of a State, local or foreign taxing jurisdiction; (d) by any allowance of a refund or credit in respect of an overpayment of Tax, but only after the expiration of all periods during which such refund may be recovered (including by way of offset) by the jurisdiction imposing such Tax; (e) by a final settlement resulting from a treaty-based competent authority determination; or (f) by any other final disposition, including by reason of the expiration of the applicable statute of limitations or by mutual agreement of the parties.

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               “ Group ” means the OFC Group or the Altisource Group, or both, as the context requires.

               “ High-Level Dispute ” means any dispute or disagreement (a) relating to liability under Section 7.03 of this Agreement or (b) in which the amount of the liability in dispute exceeds $2 million.

               “ Indemnitee ” shall have the meaning set forth in Section 13.03.

               “ Indemnitor ” shall have the meaning set forth in Section 13.03.

               “ IRS ” means the United States Internal Revenue Service.

               “ Joint Return ” means any Tax Return that includes at least one member of the OFC Group and at least one member of the Altisource Group.

               “ Notified Action ” shall have the meaning set forth in Section 7.02(e).

               “ OFC ” shall have the meaning provided in the first sentence of this Agreement.

               “ OFC Affiliated Group ” shall have the meaning provided in the definition of “ OFC Federal Consolidated Income Tax Return .”

               “ OFC Federal Consolidated Income Tax Return ” means any United States Federal income Tax Return for the affiliated group (as that term is defined in Section 1504 of the Code and the regulations thereunder) of which OFC is the common parent (the “ OFC Affiliated Group ”).

               “ OFC Group ” means OFC and its Subsidiaries, excluding any entity that is a member of the Altisource Group.

               “ OFC Separate Return ” means any Separate Return of OFC or any member of the OFC Group.

               “ OFC State Combined Income Tax Return ” means a consolidated, combined or unitary State Income Tax Return that actually includes, by election or otherwise, one or more members of the OFC Group together with one or more members of the Altisource Group.

               “ Past Practices ” shall have the meaning set forth in Section 4.04(a).

               “ Payment Date ” means (i) with respect to any OFC Federal Consolidated Income Tax Return, the due date for any required installment of estimated taxes determined under Section 6655 of the Code, the due date (determined without regard to extensions) for filing the return determined under Section 6072 of the Code, and the date the return is filed, and (ii) with respect to any other Tax Return, the corresponding dates determined under the applicable Tax Law.

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               “ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof, without regard to whether any entity is treated as disregarded for U.S. Federal income tax purposes.

               “ Post-Closing Period ” means any Tax Period that, to the extent it relates to a member of the Altisource Group, begins after the Closing Date.

               “ Pre-Closing Period ” means any Tax Period that, to the extent it relates to a member of the Altisource Group, ends on or before the Closing Date.

               “ Privilege ” means any privilege that may be asserted under applicable law, including any privilege arising under or relating to the attorney-client relationship (including the attorney-client and work product privileges), the accountant-client privilege and any privilege relating to internal evaluation processes.

               “ Proposed Acquisition Transaction ” means a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulation Section 1.355-7, or any other regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by Altisource management or shareholders, is a hostile acquisition, or otherwise, as a result of which Altisource would merge or consolidate with any other Person or as a result of which one or more Persons would (directly or indirectly) acquire, or have the right to acquire, from Altisource and/or one or more holders of outstanding shares of Altisource Capital Stock, a number of shares of Altisource Capital Stock that would, when combined with any other changes in ownership of Altisource Capital Stock pertinent for purposes of Section 355(e) of the Code, comprise 40% or more of (A) the value of all outstanding shares of stock of Altisource as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (B) the total combined voting power of all outstanding shares of voting stock of Altisource as of the date of such transaction or, in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (A) the adoption by Altisource of a shareholder rights plan or (B) issuances by Altisource that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulation Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.

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               “ Representation Letters ” means the representation letters and any other materials delivered or deliverable by OFC, Altisource or others in connection with the rendering by Tax Advisors of any opinions in connection with the Transactions.

               “ Responsible Company ” means, with respect to any Tax Return, the Company having responsibility for preparing and filing such Tax Return under this Agreement.

               “ Ruling ” means any private letter ruling issued by the IRS in connection with the Transactions or any similar ruling (including any supplemental ruling) issued by any Tax Authority other than the IRS in connection with the Transactions.

               “ Section 7.02(d) Acquisition Transaction ” means any transaction or series of transactions that is not a Proposed Acquisition Transaction but would be a Proposed Acquisition Transaction if the percentage reflected in the definition of Proposed Acquisition Transaction were 25% instead of 40%.

               “ Separate Return ” means (a) in the case of any Tax Return of any member of the Altisource Group (including any consolidated, combined or unitary return), any such Tax Return that does not include any member of the OFC Group and (b) in the case of any Tax Return of any member of the OFC Group (including any consolidated, combined or unitary return), any such Tax Return that does not include any member of the Altisource Group.

               “ Separation Agreement ” means the Separation and Distribution Agreement, as amended from time to time, by and between OFC and Altisource dated as of August 10, 2009.

               “ Signing Group ” shall have the meaning set forth in Section 8.03.

               “ State Income Tax ” means any Tax imposed by any State of the United States or by any political subdivision of any such State (or by the District of Columbia) that is imposed on or measured by net income, including state and local franchise or similar Taxes measured by net income, and any interest, penalties, additions to tax or additional amounts in respect of the foregoing.

               “ Supplier Group ” shall have the meaning set forth in Section 8.03.

               “ Tax ” or “ Taxes ” means any income, gross income, gross receipts, profits, capital stock, franchise, withholding, payroll, social security, workers compensation, unemployment, disability, property, ad valorem, stamp, excise, severance, occupation, service, sales, use, license, lease, transfer, import, export, value added, alternative minimum, estimated or other tax (including any fee, assessment or other charge in the nature of or in lieu of any tax) imposed by any governmental entity or political subdivision thereof, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

               “ Tax Advisor ” means a United States tax counsel or accountant of recognized national standing.

               “ Tax Arbitrator ” shall have the meaning set forth in Article XIV.

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               “ Tax Arbitrator Dispute ” shall have the meaning set forth in Article XIV.

               “ Tax Attribute ” or “ Attribute ” means a net operating loss, net capital loss, unused investment credit, unused foreign tax credit, excess charitable contribution, general business credit, Tax basis or any other Tax Item that could reduce a Tax.

               “ Tax Authority ” means, with respect to any Tax, the governmental entity or political subdivision thereof that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such entity or subdivision.

               “ Tax Benefit ” means any refund, credit or other reduction in otherwise required Tax payments.

               “ Tax Contest ” means an audit, review, examination or other administrative or judicial proceeding with the purpose or effect of redetermining Taxes (including any administrative or judicial review of any claim for refund).

               “ Tax Detriment ” means any increase in required Tax payments (or, without duplication, the reduction in any refund or credit).

               “ Tax-Free Status ” means the qualifications of (i) the Distribution and Contribution, taken together, as a reorganization described in Sections 355(a) and 368(a)(1)(D) of the Code, and (ii) the Transactions in which OFC, Altisource and the shareholders of OFC recognize no income or gain for U.S. federal income tax purposes, other than in the case of the shareholders of OFC, to the extent of any cash received in exchange for fractional shares, and in the case of OFC, taxation under Section 367 of the Code.

               “ Tax Item ” means, with respect to any income Tax, any item of income, gain, loss, deduction or credit.

               “ Tax Law ” means the law of any governmental entity or political subdivision thereof relating to any Tax.

               “ Tax Opinions ” means the opinions of Tax Advisors deliverable to OFC in connection with the Transactions.

               “ Tax Period ” means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

               “ Tax Records ” means Tax Returns, Tax Return workpapers, documentation relating to any Tax Contests and any other books of account or records required to be maintained under the Code or other applicable Tax Laws or under any record retention agreement with any Tax Authority.

               “ Tax-Related Losses ” means (i) all Federal, state and local Taxes (including interest and penalties thereon) imposed pursuant to any settlement, Final Determination, judgment or otherwise; (ii) all reasonable accounting, legal and other professional fees and court costs incurred in connection with such Taxes; and (iii) all reasonable costs and expenses and all damages associated with shareholder litigation or controversies and any amount paid by OFC (or any Affiliate of OFC) or Altisource (or any Affiliate of Altisource) in respect of the liability of shareholders, whether paid to shareholders or to the IRS or any other Tax Authority, in each case, resulting from the failure of the Transactions to have Tax-Free Status.

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               “ Tax Return ” or “ Return ” means any report of Taxes due, any claim for refund of Taxes paid, any information return with respect to Taxes, or any other similar report, statement, declaration or document required to be filed under the Code or other Tax Law, including any attachments, exhibits or other materials submitted with any of the foregoing, and including any amendments or supplements to any of the foregoing.

               “ Transactions ” means the Distribution, Contribution and the other transactions contemplated by the Separation Agreement.

               “ Treasury Regulations ” means the regulations promulgated from time to time under the Code as in effect for the relevant Tax Period.

               “ Unqualified Tax Opinion ” means an opinion of a Tax Advisor, which Tax Advisor is reasonably acceptable to OFC, on which OFC may rely to the effect that a transaction will not affect the Tax-Free Status. Any such opinion must assume that the Transactions would have qualified for Tax-Free Status if the transaction in question did not occur.

ARTICLE II

Allocation of Tax Liabilities

                SECTION 2.01 General Rule . (a) OFC Liability . OFC shall be liable for, and shall indemnify and hold harmless the Altisource Group from and against any liability for, Taxes that are allocated to OFC under this Article II.

               (b)   Altisource Liability . Altisource shall be liable for, and shall indemnify and hold harmless the OFC Group from and against any liability for, Taxes that are allocated to Altisource under this Article II.

                SECTION 2.02 Allocations of Taxes . Except as provided in Section 2.03, Taxes shall be allocated as follows:

               (a)   Allocation of Taxes to OFC . OFC shall be responsible for:

             (i)     any and all Taxes due or required to be reported on any Joint Return or OFC Separate Return (including any increase in such Tax as a result of a Final Determination); and

               (b)   Allocation of Taxes to Altisource . Altisource shall be responsible for any and all Taxes due or required to be reported on any Altisource Separate Return (including any increase in such Tax as a result of a Final Determination)

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               SECTION 2.03 Certain Transaction and Other Taxes . (a) Altisource Liability . Altisource shall be liable for, and shall indemnify and hold harmless the OFC Group from and against any liability for:

             (i)     any Tax resulting from a breach by Altisource of any covenant in this Agreement, the Separation Agreement or any Ancillary Agreement; and

             (ii)     any Tax-Related Losses for which Altisource is responsible pursuant to Section 7.03

               (b)   OFC Liability . OFC shall be liable for, and shall indemnify and hold harmless the Altisource Group from and against any liability for:

             (i)     any Taxes imposed pursuant to Treasury Regulation Section 1.1502-6 (or any similar provision of foreign, State or local Tax law) on any member of the Altisource Group solely as a result of such member’s being a member of the OFC Affiliated Group (or similar group under foreign, State or local Tax law);

             (ii)    any Taxes imposed pursuant to Section 367 of the Code and the Treasury Regulations thereunder as a consequence of the Transactions;

             (iii)   any Tax resulting from a breach by OFC of any covenant in this Agreement, the Separation Agreement or any Ancillary Agreement; and

             (iv)     any Tax-Related Losses for which OFC is responsible pursuant to Section 7.03.

ARTICLE III

Proration of Tax Items

               (a)   General Method of Proration . Tax Items shall be apportioned between Pre-Closing Periods and Post-Closing Periods in accordance with the principles of Treasury Regulation Section 1.1502-76(b) as reasonably interpreted and applied by OFC. No election shall be made under Treasury Regulation Section 1.1502-76(b)(2)(ii) (relating to ratable allocation of a year’s items). If the Closing Date is not an Accounting Cutoff Date, the provisions of Treasury Regulation Section 1.1502-76(b)(2)(iii) will be applied to allocate ratably the items (other than extraordinary items) for the month that includes the Closing Date.

               (b)   Transactions Treated as Extraordinary Items . In determining the apportionment of Tax Items between Pre-Closing Periods and Post-Closing Periods, any Tax Items relating to the Transactions shall be treated as extraordinary items described in Treasury Regulation Section 1.1502-76(b)(2)(ii)(C) and shall (to the extent occurring on or prior to the Closing Date) be allocated to Pre-Closing Periods, and any Taxes related to such items shall be treated under Treasury Regulation Section 1.1502-76(b)(2)(iv) as relating to such extraordinary items and shall (to the extent occurring on or prior to the Closing Date) be allocated to Pre-Closing Periods.

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ARTICLE IV

Preparation and Filing of Tax Returns

                SECTION 4.01 General . Except as otherwise provided in this Article IV, Tax Returns shall be prepared and filed when due (including extensions) by the person obligated to file such Tax Returns under the Code or applicable Tax Law. The Companies shall provide, and shall cause their Affiliates to provide, assistance and cooperation to one another in accordance with Article VIII with respect to the preparation and filing of Tax Returns, including providing information required to be provided in Article VIII.

                SECTION 4.02 OFC’s Responsibility . OFC has the exclusive obligation and right to prepare and file, or to cause to be prepared and filed:

               (a)     OFC Federal Consolidated Income Tax Returns for all Tax Periods;

               (b)     OFC State Combined Income Tax Returns and any other Joint Returns that OFC reasonably determines are required to be filed (or that OFC chooses to be filed) by the Companies or any of their Affiliates for all Tax Periods; provided, however, that OFC shall provide written notice (no later than 60 days prior to the date such Returns are due, including extensions) of such determination to file such OFC State Combined Income Tax Returns or other Joint Returns to Altisource; and

               (c)     OFC Separate Returns and Altisource Separate Returns that OFC reasonably determines are required to be filed by the Companies or any of their Affiliates for Tax Periods ending on, before or after the Closing Date (limited, in the case of Altisource Separate Returns, to such Returns as are filed on or prior to the Closing Date).

                SECTION 4.03 Altisource’s Responsibility . Altisource shall prepare and file, or shall cause to be prepared and filed, all Altisource Separate Returns other than those Tax Returns filed on or prior to the Closing Date. The Tax Returns required to be prepared and filed by Altisource under this Section 4.03 shall include (a) any Altisource Federal Consolidated Income Tax Return and (b) Altisource Separate Returns required to be filed for Tax Periods ending after the Closing Date.

                SECTION 4.04 Tax Accounting Practices . (a) General Rule . Except as provided in Section 4.04(b), with respect to any Tax Return that Altisource has the obligation and right to prepare and file, or cause to be prepared and filed, under Section 4.03, for any Pre-Closing Period (and the portion, ending on the Closing Date, of any Tax Period that includes but does not end on the Closing Date), such Tax Return shall be prepared in accordance with past practices, accounting methods, elections or conventions (“ Past Practices ”) used by OFC and its Subsidiaries with respect to the Tax Returns in question (unless there is no reasonable basis for the use of such Past Practices) solely to the extent a change in such Past Practice could reasonably be expected to cause OFC to incur a Tax Detriment, and to the extent any items are not covered by Past Practices (or in the event that there is no reasonable basis for the use of such Past Practices), in accordance with reasonable Tax accounting practices. Except as provided in Section 4.04(b), OFC shall prepare any Tax Return that it has the obligation and right to prepare and file, or cause to be prepared and filed, under Section 4.02, in accordance with reasonable Tax accounting practices selected by OFC.

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               (b)   Reporting of Transaction Tax Items . Altisource and OFC shall file all Tax Returns consistent with the Tax treatment of the Transactions set forth in the Tax Opinions. To the extent there is a Tax treatment relating to the Transactions that is not covered by the Tax Opinions, the Tax treatment shall be determined by OFC with respect to such Tax Return, and Altisource shall agree to such treatment and shall file all Tax Returns for which it is responsible consistently with such treatment, unless either (i) there is no reasonable basis for such Tax treatment or (ii) such Tax treatment is inconsistent with the Tax treatment contemplated in the Tax Opinions.

               (c)   Detrimental Tax Positions . Neither Altisource nor OFC shall take a position on any Tax Return that is reasonably expected to cause a Tax Detriment to the other party without agreeing first in writing to bear all Tax-Related Losses associated with such Tax Detriment.

                SECTION 4.05 Consolidated or Combined Tax Returns . Altisource shall elect and join, and shall cause its respective Affiliates to elect and join, in filing any OFC State Combined Income Tax Returns and any Joint Returns that OFC files pursuant to Section 4.02(b).

                SECTION 4.06 Right to Review Tax Returns . (a) General . The Responsible Company with respect to any material Tax Return shall make such Tax Return and related workpapers available for review by the other Company, if requested, to the extent (i) such Tax Return relates to Taxes for which the requesting party would reasonably be expected to be liable, (ii) the requesting party would reasonably be expected to be liable in whole or in part for any additional Taxes owing as a result of adjustments to the amount of such Taxes reported on such Tax Return, (iii) such Tax Return relates to Taxes for which the requesting party would reasonably be expected to have a claim for Tax Benefits under this Agreement or (iv) the requesting party reasonably determines that it must inspect such Tax Return to confirm compliance with the terms of this Agreement. The Responsible Company shall use reasonable best efforts to make such Tax Return available for review, including by delivering such materials to the requesting party at the requesting party’s expense, as required under this paragraph sufficiently in advance of the due date (including extensions) for filing of such Tax Return to provide the requesting party with a meaningful opportunity to analyze and comment on such Tax Return.

               (b)   Execution of Returns Prepared by Other Party . In the case of any Tax Return that is required to be prepared and filed by the Responsible Company under this Agreement and that is required by law to be signed by the other Company (or by its authorized representative), the Company that is legally required to sign such Tax Return shall be required to sign such Tax Return unless there is no reasonable basis for the Tax treatment of an item reported on the Tax Return or the Tax treatment of an item reported on the Tax Return should, in the opinion (reasonably acceptable in form and substance to the Responsible Company) of a Tax Advisor, subject the other Company (or its authorized representatives) to material penalties.

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                SECTION