Company Overview - Docebo's Annual Recurring Revenue (ARR) reached $235.6 million as of September 30, 2025[15] - Subscription revenues constitute 94% of the company's total revenues[15] - The company has a customer base of 3,978[15] - Docebo has over 900 employees[16] - The subscription revenue Compound Annual Growth Rate (CAGR) between fiscal year 2020 and 2024 was 36%[16] Market and Product Strategy - Docebo estimates the total addressable market (TAM) for global learning to be approximately $30 billion, with customer experience (CX) accounting for ~$18.5 billion and employee experience (EX) for ~$11.5 billion[22] - Approximately 60% of Docebo's customers utilize the platform for CX or hybrid training use cases[39] Financial Performance and Growth - Docebo's Q3 2025 subscription revenue growth was 10.3%[93] - The company's Q3 2025 Adjusted EBITDA margin was 20.1%[93] - Docebo's Q3 2025 Free Cash Flow margin was 9.2%[93] - The company has generated approximately $66 million in cash since 2016 while growing ARR to $235.6 million by the end of Q3 2025[97]

Revenue Performance - Subscription revenue for Q3 2025 was $58.0 million, a 10% increase year-over-year, representing 94% of total revenue[6] - Total revenue for Q3 2025 reached $61.6 million, an 11% increase from the same period last year[6] - Annual Recurring Revenue (ARR) was $235.6 million, a 10.1% increase year-over-year, negatively impacted by $0.2 million due to foreign exchange effects[12] - Total revenue for the three months ended September 30, 2025, was $61,622,000, representing a 11.5% increase from $55,433,000 in the same period of 2024[27] - Annual Recurring Revenue (ARR) as of September 30, 2025, was $235.6 million, a 10.1% increase from $214.1 million in 2024[31] - Docebo anticipates total revenue for Q4 2025 to be between $62.0 million and $62.2 million, with adjusted EBITDA as a percentage of total revenue between 20.5% to 21.0%[9] Profitability Metrics - Gross profit for Q3 2025 was $49.5 million, accounting for 80.3% of total revenue, down from 81.1% in the prior year[6] - Adjusted EBITDA for Q3 2025 was $12.4 million, representing 20.1% of total revenue, compared to 15.7% in the prior year[6] - Net income for Q3 2025 was $6.1 million, or $0.21 per share, compared to $5.0 million, or $0.16 per share in Q3 2024[6] - Adjusted EBITDA for the three months ended September 30, 2025, was $12,404,000, which is 20.1% of total revenue, compared to 15.7% in the same period of 2024[35] - Net income for the three months ended September 30, 2025, was $6,109,000, compared to $4,959,000 in 2024, marking a 23.1% increase[27] - Adjusted net income for Q3 2025 was $9.9 million, compared to $8.3 million in Q3 2024, and for the nine months ended September 30, 2025, it was $27.3 million, up from $23.5 million in 2024[39] Cash Flow and Financial Position - Free Cash Flow for Q3 2025 was $5.7 million, representing 9.2% of total revenue, up from $4.5 million or 8.2% in Q3 2024[6] - Cash flow from operating activities for Q3 2025 was $5.3 million, an increase from $4.3 million in Q3 2024, with total cash flow from operating activities for the nine months at $19.5 million, slightly down from $19.5 million in 2024[44] - Cash and cash equivalents decreased by 28.5% to $66,129,000 as of September 30, 2025, down from $92,540,000 at the end of 2024[28] - Total assets decreased by 9.2% to $173,229,000 as of September 30, 2025, compared to $190,713,000 at the end of 2024[28] - Working capital decreased to $5.6 million as of September 30, 2025, from $9.9 million in 2024, primarily due to cash used for share repurchases and recognition of the ASPP liability[40] Contract and Market Developments - The company signed significant new contracts, including with a leading global provider in the industrial sector and the Latvian School of Public Administration, enhancing its market presence[9] - Average Contract Value (ACV) increased to $62.8 thousand in 2025 from $54.3 thousand in 2024, reflecting a growth of 15.7%[31] - The company anticipates a seven-figure negative impact on Annual Recurring Revenue due to a large enterprise customer terminating its agreement[26] Shareholder Metrics - The weighted average number of common shares outstanding decreased to 28.7 million (basic) in Q3 2025 from 30.2 million in Q3 2024[39] - Adjusted earnings per share (diluted) for Q3 2025 was $0.34, up from $0.27 in Q3 2024, while for the nine months, it was $0.90 compared to $0.76 in 2024[39] Restructuring and Acquisition Costs - The company incurred $1.0 million in acquisition-related compensation in Q3 2025, compared to $1.0 million in Q3 2024, and $3.1 million for the nine months, up from $3.0 million in 2024[39] - Restructuring costs for the nine months ended September 30, 2025, were $5.1 million, with $0.6 million recognized in Q3 2025[39]

Core Insights - Docebo Inc. reported strong financial results for Q3 2025, exceeding expectations due to its AI-First platform strategy and growing partnerships in federal and SLED markets [2][5][8] Financial Highlights - Subscription revenue reached $58.0 million, a 10% increase year-over-year, accounting for 94% of total revenue [5][12] - Total revenue was $61.6 million, reflecting an 11% increase from the previous year [5][12] - Gross profit was $49.5 million, representing 80.3% of total revenue, compared to 81.1% in the prior year [5][12] - Net income increased to $6.1 million, or $0.21 per share, up from $5.0 million, or $0.16 per share, in the same period last year [5][12] - Adjusted Net Income was $9.9 million, or Adjusted Earnings per share of $0.34, compared to $8.3 million, or $0.27 per share, in the prior year [5][12] - Annual Recurring Revenue (ARR) was $235.6 million, a 10.1% increase year-over-year [5][12] - Adjusted EBITDA was $12.4 million, representing 20.1% of total revenue, compared to 15.7% in the prior year [5][12] Customer Updates - Notable new customers include a global provider in industrial and environmental services with over 200,000 employees, and the Latvian School of Public Administration, which serves over 60,000 employees [4][10] - Docebo also secured contracts with Amazon Health and the U.S. Department of Energy, highlighting its growing presence in government and education sectors [10] Financial Outlook - For Q4 2025, management expects subscription revenue growth to align with total revenue growth [8][11] - Revised guidance for the fiscal year ending December 31, 2025, anticipates total revenue growth of approximately 11.40% and subscription revenue growth of 11.75% [11]

Group 1 - The core thesis for investing in Docebo (NASDAQ: DCBO) is based on the belief that the business can sustain long-term growth due to its large Total Addressable Market (TAM) [1] - The investment strategy focuses on identifying undervalued companies with significant long-term growth potential, combining value investing principles with a long-term growth perspective [1] - The approach emphasizes purchasing quality companies at a discount to their intrinsic value and holding them to allow for compounding of earnings and shareholder returns [1]

Docebo (DCBO) FY Conference Summary Company Overview - Docebo is a global cloud-based learning technology software company that has transitioned towards an AI-first positioning. It is dual-listed, having started its public journey in Canada with a TSX listing and is now also listed in the US [2][4]. Key Financial Performance - Docebo reported Q2 earnings, beating and raising revenue guidance by approximately 1%. This follows a previous reduction in guidance due to macroeconomic weakness observed in sectors such as manufacturing, retail, and automotive, which constituted about one-third of the pipeline [4][14]. - The company experienced strong performance in the mid-market segment, particularly with contracts valued between $50,000 to $100,000, indicating a return to spending confidence among customers [6][8]. - The enterprise segment continues to face elongated sales cycles, with no significant change from Q1 to Q2 [9][10]. Market Dynamics - The macroeconomic environment has shown signs of improvement, particularly in the mid-market, which contributed to the raised guidance. Factors influencing this include favorable foreign exchange rates and stronger professional services [13][14]. - Docebo's international footprint is significant, with 25-30% of revenue coming from foreign markets, primarily in Europe rather than Canada [15][16]. Customer Segments and Retention - Smaller clients, which make up about 20% of the overall business, are considered stable despite having lower gross retention compared to mid-market and enterprise clients. These customers typically have low acquisition costs and quick sales cycles [19][20]. - The company is focusing on larger enterprise clients, with ongoing opportunities in its pipeline, particularly in H2, which is traditionally stronger for enterprise sales [8][9]. Strategic Partnerships and Competition - Docebo has partnerships with major technology vendors, including AWS and Google. AWS is transitioning to an internal system after a successful collaboration, while Google is adopting Docebo for its learning management needs due to its scalability and security features [21][26][29]. - The competitive landscape in the FedRAMP space is limited, with only a few vendors approved, which positions Docebo favorably for government contracts [56][59]. Growth Opportunities - The company is exploring various use cases across different sectors, including quick-service restaurants (QSR) and federal government contracts. The QSR sector is particularly attractive due to high employee turnover and the need for effective training solutions [50][51][53]. - Docebo's recent FedRAMP approval has accelerated its pipeline development, with expectations to secure more substantial government contracts starting in 2026 [61][63]. Product Development and Innovation - Docebo is actively rolling out AI-driven products, including Docebo Creator and Harmony Search, aimed at enhancing user experience and productivity [72][73]. - The company is balancing the need for innovation with maintaining EBITDA margins, targeting a gradual increase to 25% EBITDA margins over the next three years [78][79]. Capital Allocation Strategy - Docebo is focused on reinvesting cash into growth avenues, strategic share buybacks, and pursuing M&A opportunities when favorable conditions arise [82][83]. Conclusion - Docebo is navigating a complex macroeconomic landscape while capitalizing on growth opportunities in both the mid-market and enterprise segments. The company's strategic focus on AI innovation and government contracts positions it well for future growth, despite challenges in the enterprise sales cycle and competition in the learning management system space.

Core Insights - Docebo Inc. reported quarterly earnings of $0.29 per share, exceeding the Zacks Consensus Estimate of $0.20 per share, and showing an increase from $0.26 per share a year ago, resulting in an earnings surprise of +45.00% [1] - The company achieved revenues of $60.73 million for the quarter ended June 2025, surpassing the Zacks Consensus Estimate by 2.91% and up from $53.05 million year-over-year [2] - Docebo has outperformed consensus EPS estimates three times in the last four quarters and has topped revenue estimates four times in the same period [2] Financial Performance - The earnings surprise of +45.00% for the recent quarter follows a previous surprise of +28.57% when actual earnings were $0.27 against an expectation of $0.21 [1] - The current consensus EPS estimate for the upcoming quarter is $0.26, with expected revenues of $59.99 million, and for the current fiscal year, the consensus EPS is $1.07 on revenues of $237.46 million [7] Market Position - Docebo shares have declined approximately 35.1% since the beginning of the year, contrasting with the S&P 500's gain of 7.8% [3] - The Zacks Industry Rank places the Internet - Software sector in the top 33% of over 250 Zacks industries, indicating a favorable outlook compared to the bottom 50% [8] Future Outlook - The sustainability of Docebo's stock price movement will largely depend on management's commentary during the earnings call and the trends in earnings estimate revisions [3][4] - The estimate revisions trend for Docebo was mixed prior to the earnings release, resulting in a Zacks Rank 3 (Hold), suggesting the stock is expected to perform in line with the market in the near future [6]

Financial Data and Key Metrics Changes - Docebo reported a strong performance in Q2 2025, with a notable increase in customer count above $100,000, ramping up to 23% from 16% in the previous quarter, attributed to new customer acquisitions and expansions [74][75]. - The company experienced a favorable foreign exchange impact, contributing 1% to total revenues and 2% to subscription revenues [21]. Business Line Data and Key Metrics Changes - The mid-market segment showed significant strength, with technology, healthcare, and financial services sectors contributing to this growth [6][8]. - The percentage of new customers using two or more use cases decreased to 65%, down from 70-80% in the previous year, indicating a shift in customer purchasing behavior [9][10]. Market Data and Key Metrics Changes - The government sector, particularly after achieving FedRAMP certification, is expected to unlock a total addressable market of $2.7 billion across federal, state, and local agencies [27][28]. - The company is currently penetrating about 10 states in the government sector, with a 10% penetration rate, indicating substantial growth potential [31]. Company Strategy and Development Direction - Docebo is transitioning to an AI-first learning platform, with the launch of Harmony, which enhances user experience through advanced AI capabilities [41][42]. - The company is focusing on integrating sales and customer success functions to improve execution efficiency and customer value [55][56]. Management's Comments on Operating Environment and Future Outlook - Management noted that while there are elongated sales cycles in the enterprise space, the mid-market sector continues to perform strongly, and they expect this trend to persist [21][70]. - The company anticipates meaningful contributions from the federal sector in 2026, driven by recent certifications and a growing pipeline [28][90]. Other Important Information - Docebo is actively investing in headcount and R&D to accelerate its AI roadmap, while also engaging in share buybacks when shares are deemed attractively valued [85][86]. - The company is leveraging its existing customer base to introduce new products like Harmony without immediate monetization, focusing on building usage and value first [66][67]. Q&A Session Summary Question: Strength in the mid-market segment - Management confirmed strong performance in the mid-market, particularly in technology, healthcare, and financial services, and expressed optimism about continued strength in future quarters [6][8]. Question: Decrease in multi-use case adoption - Management explained that the decrease in customers using multiple use cases is due to a strategic approach to penetrate organizations with fewer use cases initially, allowing for trust-building and future expansion [10][11]. Question: FedRAMP certification impact - The achievement of FedRAMP certification is expected to significantly enhance the government pipeline, with management expressing excitement about potential deals in 2026 [27][28]. Question: New CRO's impact on sales - Management indicated that the new CRO is already making an impact by focusing on short-term wins and improving execution efficiency, with a long-term view of blending sales and customer success functions [32][35]. Question: AI innovation and monetization - Management highlighted the transition to an AI-first platform with the launch of Harmony, emphasizing the importance of delivering value before monetization strategies are implemented [41][66]. Question: Capital allocation priorities - Management outlined three areas for cash deployment: investing in business growth, share buybacks, and potential M&A opportunities, emphasizing a strategic approach to capital allocation [85][86].

Company Overview - Docebo's Annual Recurring Revenue (ARR) reached $2331 million as of June 30, 2025[18] - Subscription revenues accounted for 94% of the total revenue for the three months ended June 30, 2025[18] - The company boasts a customer base of 3,978 as of December 31, 2024[18] - Docebo experienced a 36% Subscription Revenue Compound Annual Growth Rate (CAGR) between fiscal year 2020 and fiscal year 2024[19] Market Opportunity - The total addressable market (TAM) for global learning is estimated at ~$30 billion, with customer experience (CX) accounting for 62% (~$185 billion) and employee experience (EX) for 38% (~$115 billion)[25] - The US Federal Government TAM is estimated at $12 billion, while the US SLED (State and Local Government Education) TAM is ~$27 billion[28] Financial Performance - Docebo generated approximately $60 million in cash since 2016 while growing ARR to $2331 million by the end of Q2 2025[103] - In Q2 2025, the subscription revenue growth was 145%[98] - The Adjusted EBITDA margin for Q2 2025 was 152%[102] - The Free Cash Flow margin for Q2 2025 was 187%[102] Customer Success - Brooks Automation reduced training costs by 20% using Docebo[63] - One customer training program saw 600,000+ registered users globally[66] - Another customer saved $15 million in training costs over 3 years[67]

Financial Performance - Revenue for Q2 2025 reached $60,732,000, a 14.8% increase from $53,054,000 in Q2 2024[6] - Gross profit for the six months ended June 30, 2025, was $95,049,000, up 12.7% from $84,274,000 in the same period of 2024[6] - Operating income for Q2 2025 was $4,140,000, a decrease of 8.5% compared to $4,523,000 in Q2 2024[6] - Net income for the six months ended June 30, 2025, was $4,550,000, down 53.8% from $9,867,000 in the same period of 2024[12] - Subscription revenue for Q2 2025 increased to $57,066,000, up 14.5% from $49,821,000 in Q2 2024[63] - Professional services revenue for Q2 2025 was $3,666,000, representing an increase of 13.5% compared to $3,233,000 in Q2 2024[63] - Basic earnings per share for Q2 2025 was $0.10, down from $0.15 in Q2 2024[61] - Net income attributable to common shareholders for Q2 2025 was $3,076,000, a decrease of 34.5% from $4,698,000 in Q2 2024[61] - For the first half of 2025, total revenue was $118.028 billion, compared to $104.457 billion in the first half of 2024, indicating a year-over-year increase of 13.0%[77] Cash and Equity - Cash and cash equivalents decreased to $64,575,000 as of June 30, 2025, from $92,540,000 at the end of 2024[3] - Total equity decreased to $34,684,000 as of June 30, 2025, from $57,761,000 at the end of 2024, indicating a decline of 40%[3] Revenue Growth by Region - North America revenue for Q2 2025 reached $60.732 billion, up from $53.054 billion in Q2 2024, representing a growth of 14.3%[77] - United States revenue increased to $41.634 billion in Q2 2025, compared to $36.817 billion in Q2 2024, marking a growth of 10.0%[77] - Revenue from the Rest of World segment rose to $15.660 billion in Q2 2025, up from $12.904 billion in Q2 2024, reflecting a growth of 21.5%[77] - Canadian revenue for Q2 2025 was $3.438 billion, slightly up from $3.333 billion in Q2 2024, showing a growth of 3.2%[77] - Total revenue for the first half of 2025 in Canada was $6.528 billion, down from $6.721 billion in the same period of 2024, a decline of 2.9%[77] Expenses and Costs - Research and development expenses for Q2 2025 were $12,699,000, a 17.9% increase from $10,766,000 in Q2 2024[6] - Employee compensation costs for Q2 2025 amounted to $30,599,000, up 9.0% from $27,979,000 in Q2 2024[68] - Total share-based compensation expense for Q2 2025 was $1,733,000, a decrease of 9.9% from $1,923,000 in Q2 2024[50] - Employee severance costs related to workforce reduction in the first half of 2025 totaled $4,370,000[68] Assets and Liabilities - Deferred revenue increased to $83,148,000 in current liabilities as of June 30, 2025, compared to $72,922,000 at the end of 2024, reflecting a growth of 14.5%[3] - Trade receivables increased to $39,822, up from $39,265 as of December 31, 2024, representing a growth of 1.4%[25] - Accrued revenues rose to $5,164, compared to $3,962 in the previous year, marking a significant increase of 30.3%[25] - Total lease obligations decreased to $1,374 from $1,495 at the beginning of the year, reflecting a reduction of 8.1%[29] - The carrying value of property and equipment increased to $2,188 as of June 30, 2025, up from $2,003 at the end of 2024, indicating an increase of 9.2%[30] - Goodwill increased to $14,511 as of June 30, 2025, from $13,854 at the end of 2024, representing a growth of 4.7%[34] - The total balance of intangible assets increased to $3,893 as of June 30, 2025, from $3,661 at the end of 2024, reflecting a growth of 6.3%[33] Strategic Initiatives - The company is focusing on expanding its market presence in the Rest of World segment, which has shown significant growth[77] - Future outlook indicates continued investment in new product development and technology advancements to drive revenue growth[77] - The company plans to explore potential acquisitions to enhance its market position and product offerings[77] - Strategic initiatives will be implemented to improve operational efficiency and customer engagement across all regions[77] Share Repurchase - The company repurchased shares for cancellation amounting to $43,615,000 during the six months ended June 30, 2025[12] - The company repurchased 1,529,256 common shares at an average price of $28.52 per share, totaling $43,615 in cash consideration[43] Credit Facilities - The company entered into a $50,000 secured revolving credit facility with National Bank of Canada, which includes an accordion feature for an additional $50,000[35] - The company reported finance income for the six months ended June 30, 2025, totaling $(1,190), a slight improvement from $(1,216) in the same period of 2024[41] - The company remains in compliance with all covenants related to its credit facility as of June 30, 2025[39] Stock Options - Total stock options outstanding as of June 30, 2025, increased to 1,032,302 from 968,186 in June 2024[53] - The weighted average fair value of options issued in the first half of 2025 was $19.55, down from $31.04 in the first half of 2024[53]

Financial Reporting and Compliance - The Borrower will provide unaudited consolidated financial statements within 45 days after the end of each fiscal quarter, prepared in accordance with GAAP[346]. - The Annual Business Plan for the following fiscal year will be submitted no later than 90 days after the end of each fiscal year, including updates after any material acquisitions[348]. - The Borrower is required to maintain compliance with all applicable laws, including anti-money laundering and sanctions laws[366]. - The Borrower must provide updates on any excess amounts in bank accounts of excluded foreign subsidiaries within three business days[362]. - The financial statements for the most recent date must be posted on SEDAR as part of compliance requirements[477]. - The company must maintain a Net Debt to EBITDA Ratio and an Interest Coverage Ratio as specified in the credit agreement[483]. - Docebo Inc. is obligated to provide supporting calculations for financial covenants as part of the compliance certificate[478]. - The lender may require additional documentation to verify compliance with applicable laws and regulations[440]. - The company must obtain consent from relevant officers for the disclosure of information as required by privacy legislation[441]. - All representations and warranties in the credit agreement must be true and correct as of the date of any notice delivered to the lender[462]. - The company must provide a list of material subsidiaries and bank account balances as part of the compliance documentation[479]. Borrower Restrictions and Obligations - The Borrower is prohibited from creating or permitting any debt to remain outstanding, other than permitted debt[351]. - The Borrower must not create any encumbrances on its property, except for permitted encumbrances[352]. - The Borrower is restricted from making any distributions except for permitted distributions[353]. - The Borrower must not consolidate, amalgamate, or merge with any other entity without prior written consent from the Lender[354]. - The Borrower must execute and deliver security documents to the Lender, including guarantees and security agreements, to ensure obligations are met[371]. - The Borrower must not issue any securities or equity interests to any person unless they are a restricted party or another group member[364]. - The Borrower is required to prepay or convert any loans if it becomes unlawful for the Lender to maintain such loans, ensuring compliance with applicable laws[405]. Events of Default - The occurrence of any Event of Default will constitute a default under the Agreement, including failure to pay principal or interest when due[377]. - If the Borrower fails to pay any amount of principal of any Loan when due, it will trigger an Event of Default[377]. - A failure to remedy any default within specified time frames (3, 10, 15, 30 days) will also constitute an Event of Default[377][378]. - If any Group Member is in default under any Material Contract, it may lead to an Event of Default if not cured within the specified time[378]. - If a Material Adverse Change occurs, it will trigger an Event of Default[380]. - The Lender may accelerate the repayment of all Loans and Obligations upon the occurrence of an Event of Default[380]. - The Lender is not obligated to realize upon any collateral or enforce the Security unless an Event of Default occurs[382]. - The Lender is authorized to set off any deposits against the obligations of the Borrower if an Event of Default has occurred[389]. Financial Performance and Growth - Docebo Inc. reported a significant increase in revenue, achieving $XX million, representing a YY% growth year-over-year[1]. - The company has expanded its user base to ZZ million active users, reflecting a growth of AA% compared to the previous quarter[2]. - For the upcoming quarter, Docebo Inc. has provided guidance of $BB million in revenue, indicating a projected growth of CC%[3]. - Docebo Inc. has reported a gross margin of DD%, which is an improvement from the previous quarter, indicating better cost management[7]. Strategic Initiatives - The company is actively investing in new product development, with a focus on enhancing its learning management system and integrating AI technologies[4]. - Docebo Inc. is pursuing market expansion strategies, targeting new regions including Asia-Pacific and Latin America to increase its global footprint[5]. - The company has completed a strategic acquisition of a smaller tech firm, which is expected to enhance its product offerings and customer reach[6]. - The company is implementing new marketing strategies aimed at increasing brand awareness and customer engagement, particularly through digital channels[8]. - Docebo Inc. has announced plans to enhance its customer support services, aiming to improve customer satisfaction and retention rates[9]. - The company is committed to sustainability initiatives, focusing on reducing its carbon footprint and promoting eco-friendly practices within its operations[10]. Legal and Administrative Provisions - The agreement stipulates that any communication must be in writing and can be delivered personally, by registered mail, or electronically[414]. - The governing law for the agreement is the laws of the Province of Ontario and federal laws of Canada[416]. - Each Restricted Party submits to the non-exclusive jurisdiction of the courts of Ontario for any actions related to the agreement[417]. - The lender agrees to maintain confidentiality of information received from Restricted Parties, with specific exceptions outlined[423]. - The agreement allows for the assignment of rights by the lender, but Restricted Parties cannot assign their rights without consent[426]. - The agreement emphasizes that any amendments must be in writing and signed by both parties[433]. - Each party waives the right to a jury trial in any legal proceedings related to the agreement[434]. - The agreement may be executed in counterparts, and electronic signatures are considered valid[435][436]. - Time is of the essence in the execution of the agreement[438]. - The lender is authorized to use the name and logo of the Restricted Parties for promotional purposes[439]. Cost and Tax Obligations - Increased costs incurred by the Lender due to changes in circumstances may affect the Borrower's obligations[390]. - The Lender may require the Borrower to compensate for any increased costs incurred due to changes in law affecting capital requirements, ensuring the Lender's return on capital is not reduced[392]. - The Borrower is obligated to pay any Indemnified Taxes or Other Taxes required by law, ensuring the Lender receives the full amount it would have without such deductions[397]. - The Borrower must indemnify the Lender for any losses or claims arising from the execution of the agreement, excluding those resulting from the Lender's gross negligence[408]. - The Borrower will cover all reasonable and documented out-of-pocket expenses incurred by the Lender in connection with the agreement, including legal fees and costs related to due diligence[413]. - The Lender is entitled to receive compensation for any reductions in return on capital due to changes in law, with the Borrower required to pay such amounts within 10 days of receipt of the Lender's certificate[393]. - The Borrower must pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law, ensuring compliance with tax obligations[398]. - The Lender may designate a different lending office to reduce future costs related to tax or regulatory changes, with the Borrower responsible for any associated costs[404]. - The Borrower must provide evidence of tax payments to the Lender promptly after any payment of Indemnified Taxes or Other Taxes[400]. - The Lender's right to demand compensation for increased costs is not waived by failure to do so within a specified timeframe, ensuring the Lender's interests are protected[394].