[§414D-162]  Advance for expenses.  (a) A corporation, before final disposition of a proceeding, may advance funds topay for or reimburse the reasonable expenses incurred by a director who is aparty to a proceeding; provided:

(1)  The director furnishes the corporation with awritten affirmation of the director's good faith belief that the director hasmet the standard of conduct described in section 414D‑160;

(2)  The director furnishes the corporation with awritten undertaking, executed personally or on the director's behalf, to repaythe advance if it is ultimately determined that the director did not meet thestandard of conduct; and

(3)  A determination is made that the facts then knownto those making the determination would not preclude indemnification under thispart.

(b)  The undertaking required by subsection(a)(2) must be an unlimited general obligation of the director but need not besecured and may be accepted without reference to financial ability to makerepayment.

(c)  Determinations and authorizations ofpayments under this section shall be made in the manner specified in section414D‑164. [L 2001, c 105, pt of §1]