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Corporate Resolution Regarding Credit - Imperial Creditcorp Inc. and WebSideStory Inc.
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IMPERIAL CREDITCORP INC. CORPORATE RESOLUTION REGARDING CREDIT ADDRESS: 226 Airport Parkway, San Jose, CA 95110 RESOLVED, that WEBSIDESTORY, INC., a California corporation (the "Corporation"), borrow from IMPERIAL CREDITCORP, hereinafter referred to as "Lender", from time to time, such sums of money as, in the judgement of the officer or officers hereinafter authorized, this Corporation may require; provided that the aggregate amount of such borrowing, pursuant to this resolution, shall not at any one time exceed the principal sum of TWO MILLION DOLLARS ($2,000,000.00), in addition to such amount as may be otherwise authorized; RESOLVED FURTHER, that any one (1) of the following named officers John J. Hentrich The President and Chief Executive Officer Terance A. Kinninger The Senior Vice President and Chief Financial Officer of this Corporation (the officer or officers acting in combination, authorized to act pursuant hereto being hereinafter designated as "authorized officers"), be and they are hereby authorized, directed and empowered, for and on behalf and in the name of this Corporation (1) to execute and deliver to Lender such notes or other evidences of indebtedness of this Corporation for the monies so borrowed, with interest thereon, as Lender may require, and to execute and deliver, from time to time, renewals or extensions of such notes or other evidences of indebtedness; (2) to grant a security interest in, transfer, or otherwise hypothecate or deed in trust for Lender's benefit and deliver by such instruments in writing or otherwise as may be demanded by Lender, any of the property of this Corporation as may be required by Lender to secure the payment of any notes or other indebtedness of this Corporation or third parties to Lender, whether arising pursuant to this resolution or otherwise; (3) to grant to Lender any stock purchase warrants as Lender may require; and (4) to perform all acts and execute and deliver all instruments which Lender may deem necessary to carry out the purposes of this resolution; RESOLVED FURTHER, that said authorized officers be and they are hereby authorized and empowered, and that any one (1) of said authorized officers be and they are hereby authorized and empowered (1) to discount with or sell to Lender conditional sales contracts, notes, acceptances, drafts, bailment agreements, leases, receivables and evidences of indebtedness payable to this Corporation, upon such terms as may be agreed upon by them and Lender, and to endorse in the name of this Corporation said notes, acceptances, drafts, bailment agreements, leases, receivables and evidences of indebtedness so discounted, and to guarantee the payment of the same to Lender, and (2) to apply for and obtain from Lender letters of credit and in connection therewith to execute such agreement, applications, guarantees, indemnities and other financial undertakings as Lender may require; RESOLVED FURTHER, that said authorized officers are also authorized to direct the disposition of the proceeds of any such obligation, and to accept or direct delivery from Lender of any property of this Corporation at any time held by Lender; 1. <PAGE> 2 RESOLVED FURTHER, that the authority given hereunder shall be deemed retroactive and any and all acts authorized hereunder performed prior to the passage of this resolution are hereby ratified and affirmed; RESOLVED FURTHER, that this resolution will continue in full force and effect until Lender shall receive official notice in writing from this Corporation of the revocation thereof by a resolution duly adopted by the Board of Directors of this Corporation, and that the certification of the Secretary of this Corporation as to the signatures of the above named persons shall be binding on this Corporation. I, Michael S. Christian, Senior Vice President and Secretary of the Corporation, duly organized and existing under the laws of the State of California, do hereby certify that the foregoing is a full, true and correct copy of a resolution of the Board of Directors of the Corporation, duly and regularly passed and adopted by the Board of Directors of the Corporation. I further certify that said resolution is still in full force and effect and has not been amended or revoked, and that the specimen signatures appearing below are the signatures of the officers authorized to sign for this Corporation by virtue of said resolution. Executed as of August 11, 2000 /s/ John J. Hentrich ------------------------------ President and CEO AUTHORIZED SIGNATURES: John J. Hentrich, President and CEO Signature: /s/ John J. Hentrich ------------------------------ Terance A. Kinninger, Signature: /s/ Terance A. Kinninger Senior Vice President and CFO ------------------------------ 2.