Exhibit
10.2




 


Form
of Undertaking to Repay Advancement of Indemnification Expenses


 


[                 ], 2015


 


Ocwen Financial
Corporation


1661 Worthington
Road Suite 100


West Palm
Beach, FL 33409


Attention:
General Counsel


 


Re: Undertaking
to Repay Advancement of Indemnification Expenses


Dear
Sir/Madam:


This
undertaking is being provided pursuant to (i) Article V of the Articles of Incorporation of Ocwen Financial Corporation, a Florida
corporation (the “Corporation”) dated August 21, 1996 (the “Articles”), (ii) Article V of
the Amended and Restated Bylaws of the Corporation dated May 8, 2013 (the “Bylaws” and together with the Articles,
the “Charter Documents”), and (iii) those certain Resolutions of the Committee of Disinterested Directors of
the Board of Directors of the Corporation dated as of March 17, 2015 (the “Resolutions”), authorizing the advancement
of expenses to Indemnifiable Directors and Officers in connection with the Indemnifiable Matters (in each case, as defined therein;
terms used herein and not otherwise defined shall have the meanings ascribed to them in the Resolutions).


I
have become involved in one or more of the Indemnifiable Matters based on my status as [a director] [an officer] of the Corporation
and/or alleged actions or failures to act in my capacity as an [officer] [director] of the Corporation. As authorized pursuant
to the Resolutions, I desire to request the advancement of expenses paid or incurred by me in connection with the Indemnifiable
Matter(s) to which I am subject (each, an “Expense Advance”).


As
a material inducement to the Corporation making each Expense Advance:


 


		·	I
                                         hereby represent and warrant to the Corporation that in connection with the Indemnifiable
                                         Matters I have acted (1) in good faith and (2) in a manner I reasonably believed to be
                                         in, or not opposed to, the best interests of the corporation and, (3) have had no reasonable
                                         cause to believe my conduct was unlawful (the “Standard of Conduct”).



		·	I
                                         understand and agree that each request for an Expense Advance shall constitute a certification
                                         to the Corporation that I have met the Standard of Conduct in connection with the Indemnifiable
                                         Matter.



                                         
    	 



    	Page 2



    


		·	I
                                         hereby undertake to repay any amounts paid, advanced or reimbursed by the Corporation
                                         for such Expense Advance to the extent that it is ultimately determined that I am not
                                         entitled to indemnification under section 607.0850 of the Florida Statutes or the Charter
                                         Documents or Resolutions.



I
understand and agree that each request for an Expense Advance must be submitted to the General Counsel, or to a designee of the
General Counsel, as soon as practicable, but in any event no later than sixty (60) days after such expenses have been incurred,
together with a reasonable accounting of such expenses (which, by way of example, may consist of a reasonably detailed invoice
of the law firm representing the undersigned). Such requests must be submitted in writing, which may be via email.


This
undertaking shall be governed by and construed in accordance with the laws of the State of Florida, without regard to the principles
of conflicts of laws thereof.



 


[SIGNATURE
PAGE FOLLOWS]



    	 



    	 



    


	 	 	 	Very
    truly yours,
	 	 	 	 
	 	 	 	Name:
	 	 	 	 
	Agreed
    and Acknowledged:	 	 
	 	 	 	 
	OCWEN
    FINANCIAL CORPORATION	 	 
	 	 	 	 
	By: 	 	 	 
	Name:	 	 
	Title:  	 	 




[Signature Page to Undertaking to Repay Advancement of Expenses]