SUB-ADVISORY AGREEMENT by InPoint Commercial Real Estate Income, Inc.
This Sub-Advisory Agreement (this "Agreement"), dated as of October 25, 2016 (the "Effective Date"), is between Inland InPoint Advisor, LLC, a Delaware limited liability company (the "Advisor"), and SPCRE InPoint Advisors, LLC, a Delaware limited liability company (the "Sub-Advisor").
WHEREAS, the Sub-Advisor is willing to undertake such duties and responsibilities on the terms and subject to the conditions hereinafter set forth.
Capitalized terms that are defined in the Advisory Agreement but not otherwise defined in this Agreement have the respective meanings ascribed to such terms in the Advisory Agreement, a copy of which is attached hereto as Appendix A.
"Advisor Cause Event" means the occurrence of one or more of the following: (i) fraud, criminal conduct or willful misconduct by the Advisor in connection with the performance of its obligations under the Advisory Agreement; (ii) the Advisor breaches any material provision of the Advisory Agreement and, after notice of such breach, does not cure such breach within thirty (30) days; (iii) the Advisor is adjudged bankrupt or insolvent by a court of competent jurisdiction, or an order is made by a court of competent jurisdiction for the appointment of a receiver, liquidator, custodian or trustee of the Advisor, for all or a substantial part of its property by reason of the foregoing, or if a court of competent jurisdiction approves any petition filed against the Advisor for reorganization, and such adjudication or order remains in force or unstayed for a period of thirty (30) days; (iv) the Advisor institutes proceedings for voluntary bankruptcy or files a petition seeking reorganization under the federal bankruptcy laws, or for relief under any law for relief of debtors, or consents to the appointment of a receiver, liquidator, custodian or trustee for itself or for all or a substantial part of its property, or makes a general assignment for the benefit of its creditors, or admits in writing its inability to pay its debts, generally, as they become due; (v) grounds exist for the Sub-Advisor to terminate this Agreement for Sub-Advisor's Good Reason; or (vi) the following events have occurred: (A) the Advisor or any Affiliate is the subject of an indictment, or a governmental or regulatory agency commences an investigation or makes a finding that the Advisor or such Affiliate has engaged in fraud, willful misconduct or other illegal act and (B) within 60 days following such indictment, investigation or finding, three or more soliciting dealers cancel or suspend for more than 90 consecutive days their selling agreements with the Dealer Manager related to the Company representing in the aggregate the lesser of (I) 7,500 financial advisors or (II) 25% of the aggregate number of financial advisors selling the Company's shares. For purposes of subsection (vi)(B) above, Affiliated soliciting dealers shall be counted collectively as one soliciting dealer.
"Cause" means (i) fraud, criminal conduct or willful misconduct by the Sub-Advisor in connection with the performance of its obligations under this Agreement, or (ii) if any of the following events occur: (A) the Sub-Advisor breaches any material provision of this Agreement and, after notice of such breach, does not cure such breach within thirty (30) days; (B) the Sub-Advisor is adjudged bankrupt or insolvent by a court of competent jurisdiction, or an order is made by a court of competent jurisdiction for the appointment of a receiver, liquidator, custodian or trustee of the Sub-Advisor, for all or a substantial part of its property by reason of the foregoing, or if a court of competent jurisdiction approves any petition filed against the Sub-Advisor for reorganization, and such adjudication or order remains in force or unstayed for a period of thirty (30) days; (C) the Sub-Advisor institutes proceedings for voluntary bankruptcy or files a petition seeking reorganization under the federal bankruptcy laws, or for relief under any law for relief of debtors, or consents to the appointment of a receiver, liquidator, custodian or trustee for itself or for all or a substantial part of its property, or makes a general assignment for the benefit of its creditors, or admits in writing its inability to pay its debts, generally, as they become due; or (D) in the sole determination of the Board of Directors, including a majority of the Independent Directors, the Sub-Advisor's portfolio management is unsatisfactory.
"Investor Proceeds" means the Gross Offering Proceeds less Selling Commissions and up-front Dealer Manager Fees and less any amounts invested in Equity Stock by the Advisor, the Sub-Advisor or any of their respective Affiliates.
"Party" or "Parties" refer to the Advisor or the Sub-Advisor or both, as the case may be.
"Primary Target Investment" means (i) first mortgage loans, subordinated mortgage and mezzanine loans, and participations in such loans, (ii) commercial real estate securities, such as CMBS, senior unsecured debt of publicly-traded REITs and CDO notes, and (iii) other than with respect to Section 8.5, single-tenant, triple net leased properties.
"Selected Funds" means REITs, business development companies, funds registered under the Investment Company Act and publicly-offered direct participation programs as defined by FINRA Rule 2310.
"Sub-Advisor Nominee" means (i) any person designated as a nominee to the Board of Directors by the Sub-Advisor in accordance with Section 7.1(A), and (ii) any person designated to fill a vacancy on the Board of Directors pursuant to Section 7.1(D).
The Advisor, pursuant to its authority under the Advisory Agreement to delegate its rights and powers to manage and control the business and affairs of the Company to any third-party supervised by the Advisor, including the Sub-Advisor, hereby appoints the Sub-Advisor to serve as the sub-advisor for the Company pursuant to the terms hereof, and the Sub-Advisor hereby accepts such appointment. Pursuant to Section 2 of the Advisory Agreement, the Advisor is responsible for managing, operating, directing and supervising the operations and administration of the Company and its subsidiaries and their respective assets, including without limitation all investment activities of the Company and its subsidiaries. The Advisor delegates, and the Sub-Advisor agrees to perform, the duties set forth in Article 3 hereof, subject to the terms and conditions of this Agreement and the limitations set forth in the Advisory Agreement, and consistent with the provisions of the Charter and Bylaws and the continuing and exclusive authority of the Board of Directors over the supervision of the Company and its subsidiaries.
the fees and expenses of any such third party shall only be reimbursable by the Company to the extent that, at the time of engagement of any such third party, it is acting in connection with an Investment on behalf of the Company and, if any such third party is simultaneously acting for any other Person in addition to the Company, only to the extent of the services provided to the Sub-Advisor for purposes of such Investment.
(I) (i) Except as provided in Section 3.1(I)(ii), the Advisor shall have the right to pre-approve each Investment and each sale of any Investment (including any increase or decrease in a position size or any modification in the terms of any Investment). For each proposed Investment and each sale of any Investment (including any proposed increase or decrease in a position size or any proposed modification), the Sub-Advisor shall provide the Advisor with (x) a reasonably detailed explanation of the investment thesis or rationale for such Investment or sale, including any memoranda or other documents prepared for and provided to the investment committee of the Sub-Advisor and any other relevant supporting documentation or materials reasonably sufficient to allow the Advisor to review and analyze the proposed Investment or sale and (y) reasonable access to the officers and employees of the Sub-Advisor involved in sourcing, selecting, reviewing or approving such Investment or sale as the Advisor may reasonably request to answer reasonable questions regarding such Investment or sale. The Advisor agrees to promptly consider each such Investment or sale presented to the Advisor for pre-approval as set forth above and inform the Sub-Advisor of its decision.
(ii) Subject to Section 3.1(G), for potential Investments or any sales of Investments (including any proposed increase or decrease in a position size or any modification in the terms of any Investment) that are within the parameters and below the dollar thresholds set forth in the Investment Guidelines for which the Sub-Advisor has discretionary authority to act, the Sub-Advisor shall have the right to select and make each such Investment or sell each such Investment, as the case may be, without the Advisor's pre-approval; provided, however, that for each such Investment and each sale of such Investment (including any increase or decrease in a position size or any modification in the terms of any Investment), as the case may be, either before or promptly after making such Investment or sale, as the case may be, the Sub-Advisor shall provide the Advisor with (x) written notice of such Investment or sale, (y) a reasonably detailed explanation of the investment thesis or rationale for such Investment or sale, including any memoranda or other documents prepared for and provided to the investment committee of the Sub-Advisor and any other relevant supporting documentation or materials reasonably sufficient to allow the Advisor to review and analyze the Investment or sale and (z) reasonable access to the officers and employees of the Sub-Advisor involved in sourcing, selecting, reviewing or approving such Investment or sale as the Advisor may reasonably request to answer reasonable questions regarding such Investment or sale.
(G) Provide liquidity management services for the Company's share repurchase program as may be requested by the Advisor.
(D) Sales and Liquidity Events: Assist the Board of Directors in evaluating Sales and Liquidity Events, including without limitation: (i) performing due diligence in connection with investigating potential Sales or Liquidity Events; (ii) selecting and conducting relations with experts, investment banking firms and potential acquirers of Real Property and Real Estate-Related Assets, among others; (iii) preparing investment and other strategic models regarding Sales and Liquidity Events for evaluation by the Board of Directors; and (iv) preparing written reports and making presentations regarding potential Sales and Liquidity Events to the Board of Directors.
(E) Expense Budgeting: Each Party shall provide to the other, not later than 60 days following each calendar quarter (the "Most Recently Completed Quarter"), (i) a budget for the four calendar quarters immediately commencing after the Most Recently Completed Quarter projecting the third-party expenses the Advisor or the Sub-Advisor, respectively, anticipates to expend on behalf of, and to be reimbursed by, the Company (the "Reimbursable Expenses") and (ii) a reconciliation of the actual Reimbursable Expenses for the Most Recently Completed Quarter to the most recently budgeted Reimbursable Expenses for the Most Recently Completed Quarter.
3.4 Sub-Advisor's Support Services. The Sub-Advisor shall provide advice and support to the Advisor, as necessary and requested, in connection with the Advisor's performance of its responsibilities set forth below, which shall remain the responsibility of the Advisor.
(A) Formation Process: (i) securities registration process and Company organizational process, including liaising with counsel on formation documents, compliance policies and procedures and codes of ethics; (ii) preparation of initial capitalization financial statements; (iii) retention and selection of auditor, escrow agent, administrator, Fund Administrator, custodian, Valuation Advisor and transfer agent; (iv) preparation of and completing offering documents including updates thereto and such other amendments and supplements as the Advisor shall determine to be necessary or desirable; and (v) preparation of marketing materials and content development.
(B) Periodic Reporting, Repurchase Offers and Proxy Statements: (i) periodic and current reporting under the Exchange Act, including Forms 10-K, 10-Q and 8-K; (ii) preparation of periodic financial statements, periodic stockholder reports and annual and special meeting proxy statements, including Schedules 14A and 14C, as applicable; (iii) filings, reports and press releases associated with Company repurchase offers of any share class as may be approved by the Board of Directors; and (iv) such other notices, filings and submissions pursuant to the Securities Act, the Exchange Act and the Commodity Exchange Act of 1936 as may be required from time to time.
(C) Sales Support: (i) oversight of and assistance with, the wholesaling sale activities of the Dealer Manager, including building of a "selling group," to effectuate the distribution of the Shares in the Private Placement and any Public Offering through the independent broker-dealer, registered investment advisor, and "wire house" channels (collectively, the "Channels"); (ii) third party reporting and due diligence; (iii) participation at industry conferences; (iv) sales compliance; and (v) processing of subscriptions for the Shares.
(D) Administration: (i) financial reporting; (ii) stockholder communications and services; and (iii) financial advisor communications and services.
(c) issuing press releases involving the foregoing Major Decisions.
(B) Notwithstanding anything in this Agreement to the contrary, if the Parties do not agree to any action constituting a Major Decision and that has been proposed by either Party, the Parties shall meet (in person or by phone) to discuss the issue in dispute in good faith over the five-Business Day period beginning with the delivery of notice of the proposed action to the other Party. If, after the expiration of the above-referenced five-Business Day period, the Parties still do not agree as to the proposed course of action regarding such Major Decision, representatives of both the Advisor and the Sub-Advisor will be obligated to present each of their respective proposed courses of action regarding such Major Decision to the Board of Directors for consideration within an additional five-Business Day period and the Board of Directors, including a majority of the Independent Directors, shall thereafter decide the course of action to be taken regarding such Major Decision.
(C) Notwithstanding the provisions of this Section 3.5 or any other provision in this Agreement to the contrary, in all events, including Major Decisions, the Company will be managed under the direction of the Board of Directors.
The Sub-Advisor shall have the authority set forth in Section 3 of the Advisory Agreement to the extent such authority is delegated to the Sub-Advisor hereunder, shall abide by the limitations of Section 5 of the Advisory Agreement, and shall have the authority to establish and maintain bank accounts as set forth in Section 6 of the Advisory Agreement, all of which (i.e., Sections 3, 5 and 6 of the Advisory Agreement) are incorporated herein by reference as if fully set forth herein.
The Sub-Advisor shall be entitled to the compensation described in this Article 5 in connection with the services performed under this Agreement. The Sub-Advisor may assign any of its rights to receive such compensation or other payments under this Agreement to an Affiliate, and the Advisor agrees to direct the Company to pay such amounts directly to the assignee of any such assignment.
5.1 Advisory Fees. The Advisor hereby assigns to the Sub-Advisor its right to receive direct payment from the Company of 75% of all Advisory Fees payable to the Advisor pursuant to Section 8 of the Advisory Agreement and agrees to direct the Company to pay such amounts to the Sub-Advisor in accordance with the applicable terms of the Advisory Agreement.
(B) the Sub-Advisor shall be entitled to receive its 75% proportionate share of any such deferred amounts paid by the Company to the Advisor and the Advisor agrees to direct the Company to pay such amounts to the Sub-Advisor at the same time as the Company pays the Advisor's 25% proportionate share to the Advisor.
6.1 Issuer Costs. The Advisor and the Sub-Advisor shall each be responsible for their respective fees and expenses in connection with the preparation of this Agreement, which shall be subject to reimbursement as Issuer Costs pursuant to Section 9 of the Advisory Agreement. With respect to Issuer Costs incurred by the Parties which are reimbursable pursuant to Section 9 of the Advisory Agreement, until such date as the Company is able to pay all of such Issuer Costs directly, the Advisor and the Sub-Advisor will pay such costs on behalf of the Company proportionately at a rate of 25% by the Advisor and 75% by the Sub-Advisor; and each Party agrees to make a payment to the other Party following the calculation of all unreimbursed Issuer Costs for a month in order to maintain such expense allocation. Any Issuer Costs not reimbursed because the Company is unable to pay all Issuer Costs will be deferred and paid by the Company in future periods. In order to maintain the allocation described above, the Parties agree that payments by the Company for Issuer Costs shall be paid 75% to the Sub-Advisor and 25% to the Advisor. To the extent the Advisor or the Sub-Advisor, as applicable, receives reimbursement from the Company in excess of the Advisor's or the Sub-Advisor's allocated share, as applicable, under this Section 6.1, the Advisor or the Sub-Advisor, as applicable, shall promptly pay to the other Party its proportionate share of such reimbursement (taking into account payments already received). Neither of the Parties shall be entitled to receive any reimbursement unless both Parties receive reimbursement from the Company in accordance with the allocated share described above.
6.2 Expenses Other than Issuer Costs. When the Advisor is entitled to reimbursement of expenses other than Issuer Costs pursuant to Sections 9 and 11 of the Advisory Agreement, it shall reimburse the Sub-Advisor, or direct the Company to pay the Sub-Advisor directly for expenses other than Issuer Costs incurred by the Sub-Advisor.
6.3 Fee Waivers. Any waiver of any fees shall be effected only upon the mutual agreement of the Parties. All fee waivers and expense payments by the Parties shall be subject to a reimbursement obligation of the Company that meets regulatory requirements and conforms to the limitations of the Charter.
6.4 Periodic Review of Expenses. The Parties shall review together all expenses of the Company on a monthly basis for purposes of maintaining expense controls and shall reasonably agree on any expenses to be incurred in excess of $20,000, individually or in the aggregate.
6.5 Documenting Expenses. The Sub-Advisor shall prepare and deliver to the Advisor a statement documenting the expenses paid or incurred by the Sub-Advisor and its Affiliates for the Company or its subsidiaries, including the Operating Partnership, on a monthly basis.
(A) Pursuant to Section 3(e) of the Advisory Agreement and subject to the Charter and Bylaws, the Board of Directors will at all times be comprised of no fewer than five (5) members. The Advisor and the Sub-Advisor shall each have the right to designate for nomination, subject to the approval of such nomination by the Board of Directors, one (1) director to the slate to be voted on by the stockholders; provided however, that in the event the number of directors constituting the Board of Directors is increased by a vote of the Board of Directors pursuant to the Charter and Bylaws, such number of director nominees which each of the Advisor and the Sub-Advisor is entitled to designate shall be increased as necessary by a number that will result in such nominees representing not less than 20% of the total number of directors.
The Advisor and the Sub-Advisor shall have the right to consult with each other and jointly designate for nomination, subject to approval of such nomination by the Board of Directors, three (3) individuals to serve as Independent Directors; provided, however, that in the event the number of directors constituting the Board of Directors is increased by a vote of the Board of Directors pursuant to the Charter and Bylaws, such number of Independent Director nominees which the Advisor and the Sub-Advisor are entitled to designate shall be increased as necessary by a number that will result in such nominees representing not less than the minimum number of Independent Directors required under applicable law and pursuant to the Charter and Bylaws.
The Advisor agrees, with respect to any Shares now or hereinafter owned by it, to vote such Shares in favor of the Sub-Advisor's nominees for the Board of Directors. As of the date hereof, the Sub-Advisor's nominee is Donald MacKinnon. The Sub-Advisor agrees, with respect to any Shares now or hereinafter owned by it, to vote such Shares in favor of the Advisor's nominees for the Board of Directors. As of the date hereof, the Advisor's nominee is Mitchell Sabshon.
(B) To facilitate the nomination rights set forth above, the Advisor will use commercially reasonable efforts to notify the Sub-Advisor in writing a reasonable period of time in advance of any action to be taken by the Company or the Board of Directors for the purpose of nominating, electing or designating directors, which notice, in the case of a proxy statement, information statement or registration statement in which nominees for director would be named, shall be delivered by the Advisor to the Sub-Advisor no later than 15 days prior to the anticipated mailing or filing date, as applicable. Such notice shall set forth in reasonable detail the nature of the action to be taken by the Company or the Board of Directors, and the anticipated date thereof. Upon receipt of such notice, the Sub-Advisor will consult with the Advisor to designate any Sub-Advisor Nominees as soon as reasonably practicable thereafter; provided, however, that if the Sub-Advisor shall have failed to designate Sub-Advisor Nominees in a timely manner, the Sub-Advisor shall be deemed to have designated any incumbent Sub-Advisor Nominees in a timely manner unless there are no remaining incumbent Sub-Advisor Nominees or the incumbent Sub-Advisor Nominee declines to serve, in which case the Advisor or the Board of Directors may designate for nomination another Person.
(C) The Sub-Advisor will provide the Company or the Advisor with such information about each Sub-Advisor Nominee as is reasonably requested by the Company or the Advisor in order to comply with applicable disclosure rules, including without limitation, any information that a stockholder of the Company must provide to the Company in order to nominate a director under the Bylaws.
(D) If a vacancy on the Board of Directors arises as a result of the death, disability or retirement, resignation or removal of a Sub-Advisor Nominee and such vacancy results in the number of Sub-Advisor Nominees then serving on the Board of Directors being less than the number that the Sub-Advisor is then entitled to designate for nomination to the Board of Directors, the Sub-Advisor shall be entitled to designate for nomination a Sub-Advisor Nominee to fill such a vacancy subject to approval by the Board of Directors. If a vacancy on the Board of Directors arises as a result of the death, disability or retirement, resignation or removal of an Independent Director and such vacancy results in the number of Independent Directors then serving on the Board of Directors being less than the number that the Advisor and the Sub-Advisor are then entitled to jointly designate for nomination to the Board of Directors, the Advisor and the Sub-Advisor shall consult with each other and agree upon an individual to be designated for nomination to serve as an Independent Director to fill such a vacancy, subject to approval by the Board of Directors or the Independent Directors, as required by the Charter.
7.3 Other Voting of Shares. The Advisor and the Sub-Advisor each agrees that, with respect to any Shares now or hereinafter owned by it, neither will vote or consent on matters submitted to the stockholders of the Company regarding (i) the removal of the Advisor or any Affiliate of the Advisor; (ii) the removal of the Sub-Advisor or any Affiliate of the Sub-Advisor; (iii) any transaction between the Company and the Advisor or any of its Affiliates; or (iv) any transaction between the Company and the Sub-Advisor or any of its Affiliates. This voting restriction shall survive until such time that the Advisor is no longer serving as such.
8.1 Relationship. The Advisor and the Sub-Advisor are not partners or joint venturers with each other, and nothing in this Agreement shall be construed to make them such partners or joint venturers. Except as set forth in Section 8.5, nothing herein contained shall prevent the Advisor or Sub-Advisor from engaging in or earning fees from other activities, including, without limitation, the rendering of advice to other Persons (including other REITs) and the management of other programs advised, sponsored or organized by the Advisor or the Sub-Advisor, respectively, or any of their Affiliates. This Agreement shall not limit or restrict the right of any manager, director, officer, member, partner, employee or equityholder of the Advisor or the Sub-Advisor, or their Affiliates, to engage in or earn fees from any other business or to render services of any kind to any other Person. The Sub-Advisor may, with respect to any Investment in which the Company is a participant, also render advice and service to each and every other participant therein, and earn fees for rendering such advice and service. Specifically, it is contemplated that the Company may enter into Joint Ventures or other similar co-investment arrangements with certain Persons, and pursuant to the agreements governing such Joint Ventures or other similar co-investment arrangements, the Advisor or the Sub-Advisor may be engaged to provide advice and service to such Persons, in which case, the Advisor or the Sub-Advisor, as applicable, will earn fees for rendering such advice and service. Each of the Advisor and the Sub-Advisor shall promptly disclose to the Board of Directors the existence of any condition or circumstance, existing or anticipated, of which it has knowledge, that creates or which would reasonably result in a conflict of interest between its obligations to the Company and its obligations to or its interest in any other Persons.
8.2 Time Commitment. The Sub-Advisor shall, and shall cause its Affiliates and their respective employees, officers and agents to, devote such time as shall be reasonably necessary to perform its duties under this Agreement in an appropriate manner consistent with the terms of this Agreement. Each Party acknowledges that the other Party and its Affiliates and their respective employees, officers and agents may also engage in activities unrelated to the Company and may provide services to Persons other than the Company or any of its Affiliates.
8.3 Advisor and Sub-Advisor Meetings. Representatives of the Parties shall meet on a quarterly basis, or, if reasonably requested, more frequently (in person or by phone), to discuss and consult with one another regarding the Company and its assets and opportunities. Additionally, the Advisor and the Sub-Advisor shall promptly cause their respective principals to meet (in person or by phone) with representatives of each other upon the reasonable request of either Party. The Parties will provide each other information regarding the operations and acquisitions of the Company as reasonably requested by the other. The Advisor shall provide or cause the Dealer Manager to meet with the Sub-Advisor in person and telephonically and to provide to the Sub-Advisor the reports and other information set forth on Appendix B within the time periods set forth therein and such other information as is reasonably requested by the Sub-Advisor. Each of the Advisor and the Sub-Advisor shall have direct access to the books and records of the Company and of each attorney, accountant, servicer and other contracting party of the Company.
8.4 Investment Opportunities and Allocation. The Sub-Advisor shall use commercially reasonable efforts to present investment opportunities to the Company that are consistent with the investment policies and objectives of the Company set forth in the Memorandum and the Prospectus and the Investment Guidelines. In the event the Sub-Advisor or any of its Affiliates is seeking investments within the definition of Primary Target Investments for any other Person, the Sub-Advisor shall present to the Advisor and the Board of Directors an allocation policy that fairly allocates investment opportunities to the Company, on the one hand, and to such other Persons, on the other hand, and the Sub-Advisor shall use its best efforts to apply such allocation method fairly to the Company. The allocation policy and any amendments thereto shall be presented in advance and approved by the Advisor and the Board of Directors, including a majority of the Independent Directors. The Sub-Advisor shall report to the Board of Directors, at least quarterly, of the allocation of investments to the Company and other Persons advised or sub-advised by the Sub-Advisor or its Affiliates or for which the Sub-Advisor or any of its Affiliates is seeking investments that are consistent with the Primary Target Investments (the "Quarterly Co-Investment Transaction Report"). The Sub-Advisor shall promptly report to the Advisor and the Board of Directors the existence of any condition or circumstance, existing or anticipated of which it has knowledge, which creates or could create a conflict of interest between the Sub-Advisor's obligations to the Company and the Operating Partnership and its obligations to or its interest in any other Person.
8.5 Mutual Non-Compete. Neither the Sub-Advisor nor any of its Affiliates may provide, or prepare to provide, or assist any other Person to provide, investment management services, and neither the Advisor nor any of its Affiliates (including the Dealer Manager) may provide, or prepare to provide, or assist any other Person to provide, any services (including distribution and marketing services), substantially similar to those contemplated by the Advisory Agreement or the Dealer Manager Agreement, in each case to any entity that (a) would have an investment strategy primarily focused on Primary Target Investments and (b) was capitalized or intended to be capitalized substantially with capital sourced, directly or indirectly, from individual investors through the Channels. For the avoidance of doubt, this provision does not restrict the Advisor or the Sub-Advisor or any of their respective Affiliates (i) with respect to any entity having an investment strategy not primarily focused on investment in Primary Target Investments, irrespective of whether such entity was capitalized or is intended to be capitalized substantially with capital sourced, directly or indirectly, from individual investors through the Channels, including but not limited to entities sponsored by Inland Private Capital Corporation, or (ii) with respect to any assets managed or to be managed on behalf of investors sourced, directly or indirectly, outside of the Channels.
8.6 Offering Documents. The Sub-Advisor will abide by the Memorandum and the Prospectus with respect to the Company's investment objectives, targeted assets, investment restrictions and borrowing policies set forth in the Memorandum and the Prospectus, except to the extent otherwise expressly directed by the Board of Directors.
8.7 Exclusivity. The Advisor and the Sub-Advisor acknowledge and agree that the Sub-Advisor shall be the sole and exclusive source of Investments for the Company for so long as the Sub-Advisor shall serve in its capacity as sub-advisor under this Agreement; provided that, notwithstanding the foregoing, the Advisor may identify potential opportunities for Investments and present any such Investments to the Sub-Advisor.
9.1 Sub-Advisor Use of Advisor Names in Marketing Materials. The Advisor and its Affiliates have or may have a proprietary interest in the names "Inland InPoint Advisor, LLC" and "Inland" (together, the "Inland Names"). The Sub-Advisor shall not use the Inland Names or any tradename, trademark, trade device, service mark, symbol or any abbreviation thereof of the Advisor or any of its Affiliates, except for any such use in its marketing materials that is approved by the Advisor in writing prior to such use. The Advisor reserves the right to revoke such written approval at any time upon written notice. In addition, any previously approved use shall be deemed revoked upon the Termination Date, at which time the Sub-Advisor will immediately cease such use in its marketing materials.
9.2 Advisor Use of Sub-Advisor Names in Marketing Materials. The Sub-Advisor and its Affiliates have or may have a proprietary interest in the names "Sound Point Capital Management," "SPCRE InPoint Advisors, LLC" and "Sound Point" (together, the "Sound Point Names"). The Advisor shall not use the Sound Point Names or any tradename, trademark, trade device, service mark, symbol or any abbreviation thereof of the Sub-Advisor or any of its Affiliates, except for any such use in its marketing materials that is approved by the Sub-Advisor in writing prior to such use. The Sub-Advisor reserves the right to revoke such written approval at any time upon written notice. In addition, any previously approved use shall be deemed revoked upon the Termination Date, at which time the Advisor will immediately cease such use in its marketing materials.
10.1 Amendments to Advisory Agreement. The Advisor agrees to inform and make the Sub-Advisor a participant in all negotiations between the Advisor and the Company regarding any proposed amendment of the Advisory Agreement.
10.2 Initial Capital Contributions. Each of the Advisor and the Sub-Advisor shall purchase $1.0 million and $3.0 million, respectively, in Class P Shares at a price of $25.00 per share prior to or simultaneously with the acceptance of any subscription from any third party investor in the Private Placement. The Advisor and Sub-Advisor agree that, for so long as such Party or its Affiliate serves as the advisor or the sub-advisor to the Company, respectively, its investment in the Class P Shares will be subject to the following: (a) such Class P Shares will not be eligible for repurchase until the fifth anniversary of the purchase date and (b) repurchase requests made for such Class P Shares will only be accepted (i) on the last business day of a calendar quarter, (ii) after all repurchase requests from all other stockholders for such quarter have been accepted and (iii) to the extent that such repurchases do not cause total repurchases to exceed that quarter's repurchase cap.
10.3 Sub-Advisor Personnel. The compensation and other expenses of all personnel of the Sub-Advisor, when and to the extent engaged in providing services and assistance hereunder, shall be provided and paid for by the Sub-Advisor.
10.4 Cyber-Security and Business Continuity. The Sub-Advisor shall maintain (i) business continuity and disaster recovery and backup capabilities and (ii) policies and procedures reasonably designed to detect, prevent and respond to cyber-attacks. The Sub-Advisor shall promptly notify the Advisor of any cyber-security breach which could reasonably be expected to affect the Company or the ability of the Sub-Advisor to perform its duties and other obligations under this Agreement.
covenant shall not apply to information (i) which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) which has come to the Receiving Party from a lawful source not bound to maintain the confidentiality of such information, or (iii) disclosures which are required by law, regulatory authority, regulation or legal process so long as the Receiving Party provides prompt written notice in advance of such disclosures (to the extent permitted by applicable law and practical under the circumstances) in order to allow the Company or the disclosing Party, as the case may be, the opportunity to seek (at the such party's expense) a protective order or other appropriate remedy (and if such protective order or similar remedy is obtained no such disclosure shall be made to the extent no longer required as a result of such protective order or similar remedy).
(C) This Agreement has been duly authorized, executed and delivered by such Party and, assuming due authorization, execution and delivery by the other Party, constitutes the valid and legally binding agreement of such Party, enforceable in accordance with its terms against such Party, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar laws relating to creditors' rights generally, and by general equitable principles.
(L) None of its principals has been convicted of any felony, or convicted of any misdemeanor involving moral turpitude (including fraud), or entered a plea of nolo contendere in connection with any felony or any such misdemeanor.
(C) elect to receive any fees payable under the Advisory Agreement in Shares.
12.1 Term. The initial term of this Agreement shall begin on the Effective Date and end on the first anniversary of the effective date of the Registration Statement for the Initial Public Offering and, thereafter, shall be automatically renewed for an unlimited number of successive one-year terms upon renewal of the Advisory Agreement, unless terminated pursuant to Section 12.2.
12.2 Termination. The Parties may terminate this Agreement as provided in this Section 12.2. The date upon which this Agreement is terminated is referred to herein as the "Termination Date").
(2) by the Sub-Advisor upon ninety (90) days' prior written notice by the Sub-Advisor to the Advisor.
(B) Termination by the Advisor for Cause. This Agreement may be terminated upon written notice by the Advisor, with approval of a majority of the Independent Directors, for Cause.
(9) if a broker-dealer participating in the distribution of the Company's securities terminates its selling agreement with the Dealer Manager and executes a selling agreement with a different Inland-sponsored program within 90 days of such termination, so long as such termination is not substantially due to the Sub-Advisor's acts or performance.
(D) Termination of Advisory Agreement. This Agreement shall automatically terminate in the event of the termination or non-renewal of the Advisory Agreement.
12.3 Survival Upon Termination. Notwithstanding anything else that may be to the contrary herein, the expiration or earlier termination of this Agreement shall not relieve a party for liability for any breach occurring prior to such expiration or earlier termination. The provisions of Sections 7.3 and 10.5 and Articles 9, 11, 12, 13, 14, 15 and 16 (and to the extent applicable in connection therewith, the definitions in Article 1) shall survive termination of this Agreement.
12.4 Payments on Termination; Survival of Certain Rights and Obligations; Additional Obligations Upon Termination.
(A) After the Termination Date, the Sub-Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Advisor within thirty (30) days after the effective date of such termination all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Sub-Advisor prior to termination of this agreement, subject to the 2%/25% Guidelines to the extent applicable, subject to receiving a demand for payment and an accounting from the Sub-Advisor.
(4) cooperate with the Advisor and the Company to provide an orderly transition of advisory functions, including, if requested by the Advisor, identification of potential replacement sub-advisors.
(C) If this Agreement is terminated pursuant to Section 12.2(A)(1), the Advisor agrees that it shall terminate the Advisory Agreement and not provide any additional services to the Company, any Affiliate of the Company or any successor thereto for a period of two years; provided the Advisor may provide transition services as required by the Advisory Agreement.
(D) Except in the case of a termination or non-renewal of the Advisory Agreement and there has occurred an Advisor Cause Event, if the Advisory Agreement is terminated by Company upon the determination of a majority of the Independent Directors or not renewed, the Sub-Advisor acknowledges that this Agreement shall terminate and agrees that the Sub-Advisor shall not provide any additional services to the Company, any Affiliate of the Company or any successor thereto for a period of two years; provided the Sub-Advisor may provide transition services as required by this Agreement.
12.5 Non-Competition. Other than in the event that (i) the Advisor terminates the Agreement as provided in Section 12.2(A)(1), (ii) the Advisor terminates the Agreement as provided in Section 12.2(B) on the basis of clause (ii)(D) in the definition of Cause in Article 1, (iii) the Sub-Advisor terminates the Agreement with Sub-Advisor's Good Reason as provided in Section 12.2(C) or (iv) the Agreement is automatically terminated as provided in Section 12.2(D), the Sub-Advisor, for a period of one year from the Termination Date, shall not provide investment management services substantially similar to those contemplated by the Advisory Agreement, in each case to any entity that (i) would have an investment strategy primarily focused on investment in Primary Target Investments and (ii) was capitalized or intended to be capitalized substantially with capital sourced, directly or indirectly, from individual investors through the Channels. For the avoidance of doubt, this provision does not restrict Sub-Advisor (1) with respect to any entity having an investment strategy not primarily focused on investment in Primary Target Investments, irrespective of whether such entity was capitalized or is intended to be capitalized substantially with capital sourced, directly or indirectly, from individual investors through the Channels, or (2) with respect to any assets managed or to be managed on behalf of investors outside of the Channels. The Sub-Advisor acknowledges and agrees that the restrictions contained in this Section 12.5 are reasonable and necessary to protect the legitimate interests of the Advisor and the Company and constitute a material inducement of the Advisor to enter into this Agreement. If the Sub-Advisor breaches, or threatens to commit a breach of, this Section 12.5, the Advisor shall have the right, in addition to, and not in lieu of, any other rights and remedies available to it, to have this provision specifically enforced by any court having competent jurisdiction (without any requirement to post a bond), it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury.
This Agreement shall not be assigned by the Advisor or the Sub-Advisor without the consent of the other Party. Notwithstanding the foregoing, this Agreement may be assigned by the Advisor or the Sub-Advisor, as applicable, to an Affiliate with the consent of the other Party, such consent not to be unreasonably withheld or delayed, provided that such Affiliate remains at all times thereafter an Affiliate of the Advisor or the Sub-Advisor, as applicable.
The Sub-Advisor and Advisor, as applicable, shall indemnify and hold harmless, in the case of the Sub-Advisor, the Advisor, and in the case of the Advisor, the Sub-Advisor, including each of their respective Affiliates, officers, directors, equity holders, partners, members and employees, from contract or other liability, claims, damages, taxes or losses and related expenses including reasonable attorneys' fees, to the extent that such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and are incurred by reason of the Sub-Advisor's or the Advisor's, as applicable, bad faith, fraud, misfeasance, intentional misconduct, gross negligence or reckless disregard of its duties. Except as expressly provided in this Article 14, the Advisor shall have no other obligation to indemnify the Sub-Advisor, and the Sub-Advisor shall not look to the Advisor to enforce any right to indemnification that the Sub-Advisor may have against the Company pursuant to any other agreement.
termination of that person's employment with the Advisor, the Sub-Advisor or their respective Affiliates, as the case may be. During the period commencing on the date hereof through and ending one year following the Termination Date, neither the Advisor nor the Sub-Advisor will, whether for its own account or for the account of any other Person, intentionally interfere with the relationship of the Advisor, the Sub-Advisor or their respective Affiliates, as the case may be, with, or endeavor to entice away from any such party or its Affiliates, any person who during the term of the Agreement is, or during the preceding one-year period, was a tenant, co-investor, codeveloper, joint venturer or other customer of any such party or its Affiliates. Each of the Advisor and the Sub-Advisor acknowledges and agrees that the restrictions contained in this Article 15 are reasonable and necessary to protect their respective legitimate interests and constitute a material inducement of each to enter into this Agreement. If either Party breaches, or threatens to commit a breach of, this Article 15, the other Party shall have the right, in addition to, and not in lieu of, any other rights and remedies available to such other Party, to have such provision specifically enforced by any court having competent jurisdiction (without any requirement to post a bond), it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury.
Either Party may at any time give Notice in writing to the other Party of a change in its address for the purposes of this Section 16.1. Each Notice shall be deemed given and effective upon receipt (or refusal of receipt).
16.2 Modification. This Agreement shall not be amended, supplemented, changed, modified, terminated or discharged, in whole or in part, except by an instrument in writing signed by both Parties hereto, or their respective successors or permitted assigns.
16.3 Severability. The provisions of this Agreement are independent of and severable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.
16.4 Construction. The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of New York as at the time in effect, without regard to the principles of conflicts of laws thereof.
16.5 Entire Agreement. This Agreement contains the entire agreement and understanding between the Parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.
16.6 Waiver. Neither the failure nor any delay on the part of a Party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the Party asserted to have granted such waiver.
16.7 Third Party Beneficiary. Except for those Persons entitled to indemnification under Article 14, who shall be third-party beneficiaries of this Agreement, no other Person is a third party beneficiary of this Agreement.
16.8 Gender. Words used herein regardless of the number and gender specifically used, shall be deemed and construed to include any other number singular or plural, and any other gender, masculine, feminine or neuter, as the context requires.
16.9 Titles Not to Affect Interpretation. The titles of Articles and Sections contained in this Agreement are for convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation hereof.
16.10 Counterparts. This Agreement may be executed with counterpart signature pages or in any number of counterparts, each of which shall be deemed to be an original as against any Party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterpart signature pages or counterparts hereof, individually or taken together, shall bear the signatures of all of the Parties reflected hereon as the signatories.
16.11 Fiduciary Relationship to the Company and to the Company's Stockholders. The Sub-Advisor, on behalf of itself and its Affiliates, acknowledges that the Sub-Advisor has a fiduciary relationship to the Company and its Stockholders and the Operating Partnership and its partners.
IN WITNESS WHEREOF, the Parties hereto have executed this Sub-Advisory Agreement as of the date and year first above written.


text:
package org.hisp.dhis.schema.descriptors;

import com.google.common.collect.Lists;
import org.hisp.dhis.dataelement.DataElement;
import org.hisp.dhis.security.Authority;
import org.hisp.dhis.security.AuthorityType;
import org.hisp.dhis.schema.Schema;
import org.hisp.dhis.schema.SchemaDescriptor;
import org.springframework.stereotype.Component;

/**
 * @author Morten Olav Hansen <mortenoh@gmail.com>
 */
@Component
public class DataElementSchemaDescriptor implements SchemaDescriptor
{
    public static final String SINGULAR = "dataElement";

    public static final String PLURAL = "dataElements";

    public static final String API_ENDPOINT = "/" + PLURAL;

    @Override
    public Schema getSchema()
    {
        Schema schema = new Schema( DataElement.class, SINGULAR, PLURAL );
        schema.setRelativeApiEndpoint( API_ENDPOINT );
        schema.setShareable( true );
        schema.setOrder( 1200 );

        schema.getAuthorities().add( new Authority( AuthorityType.CREATE_PUBLIC, Lists.newArrayList( "F_DATAELEMENT_PUBLIC_ADD" ) ) );
        schema.getAuthorities().add( new Authority( AuthorityType.CREATE_PRIVATE, Lists.newArrayList( "F_DATAELEMENT_PRIVATE_ADD" ) ) );
        schema.getAuthorities().add( new Authority( AuthorityType.DELETE, Lists.newArrayList( "F_DATAELEMENT_DELETE" ) ) );

        return schema;
    }
}

redpajama_set_name: RedPajamaGithub


The Impact of the Schrems Safe Harbor Decision Here is the latest fallout from Edward Snowden's public disclosures about NSA snooping on international communications: On Tuesday, the European Court of Justice invalidated the 15-year-old "Safe Harbor Data Protection Framework" under which more than 4500 US companies and organizations are permitted to process data relating to European consumers and employees. According to the EU's highest judicial institution, it does not matter how carefully the companies keep their privacy commitments, because US government agencies may be reading their electronic mail without adequate legal supervision. This means that US-based companies must quickly pivot to other legal means of bringing European personal data to the US, such as Model Contracts and Binding Corporate Rules. But that is only the beginning.
The 1995 EU Data Protection Directive (Article 25) generally forbids transferring personal data from Europe to countries that do not assure an "adequate" level of legal privacy protection. The United States is deemed inadequate (along with India, Russia, China, Brazil, and, well, most of the rest of the world), because the US does not have a comprehensive data protection law on the European model.
An important alternative has been available since 2000: US companies participating in the "Safe Harbor" program negotiated between the European Commission and the US Department of Commerce could receive (or access) personal data from Europe so long as they certified compliance with the Safe Harbor Privacy Principles, a streamlined version of the principles found in the EU Data Protection Directive. Safe Harbor companies submit to third-party dispute-resolution procedures and, ultimately, enforcement in the US (chiefly by the Federal Trade Commission) or in Europe by a panel of European national data protection authorities in the case of employee data. The European Commission, with the assent of the European Council representing the governments of the EU Member States, issued a decision in 2000 that data flows subject to Safe Harbor principles and enforcement mechanisms should be deemed "adequately" protected. The thousands of Safe Harbor companies and organizations listed on the Department of Commerce website include Google, Microsoft, Apple, IBM, Amazon, most of the major US-based outsourcing and cloud services providers, and many global companies with European affiliates, including those that use Safe Harbor chiefly to access their own customer and employee records in Europe, operate central database applications, or simply manage their email servers on a global basis.
All that is placed in jeopardy by Tuesday's ruling from the European Court of Justice (ECJ), in a case styled Maximillian Schrems v Data Protection Commissioner. The ECJ decided that these data flows are not, in fact, adequately protected, because the US government might be surveilling them covertly without sufficient legal oversight or recourse.
The case arose from a complaint by an Austrian law student named Schrems who was disturbed by Snowden's 2013 revelations concerning NSA surveillance of international cable and satellite traffic. Schrems first petitioned the Irish data protection commissioner to block data flows to Facebook, a Safe Harbor company, from European regional servers located in Ireland. Schrems filed a series of complaints with the Irish Data Protection Commission and ultimately appealed to the High Court of Ireland, which referred the question to the ECJ in Luxembourg, the final arbiter on the interpretation of EU law. (How could a graduate student afford to hire lawyers and pursue such a case? Schrems and fellow law students created a crowd-funding website -- and advertised it via social media, naturally.) Two weeks ago, the ECJ's Advocate General delivered an opinion backing Schrem's petition, which brought an immediate reaction from the US government. Nevertheless, the court, acting with surprising speed, endorsed the AG's views in Tuesday's decision.
An EU adequacy decision does not prevent national data protection authorities from re-examining whether the "law and practices" of a third country adequately protect personal data, and the ECJ (not the Commission) has the final say on that question. This opens the door for country-by-country challenges to data transfers under any revised version of Safe Harbor, as well as for data transfers to countries other than the US, including Switzerland and Canada, which have been declared "adequate" by the European Commission without expressly taking into account whether there is adequate legal oversight of government surveillance in those countries.
The European Commission's Safe Harbor decision is invalid. The Court observed that the Directive requires a finding of adequacy in a third country "by reason of its domestic law or international commitments." The Court concluded that the Commission did not sufficiently explore that question because it focused only on the adequacy of the Safe Harbor principles and mechanisms themselves. The Safe Harbor companies could conform to those but still end up disclosing personal data (knowingly or not) to government agencies in the US, and the Commission did not establish that those agencies were subject to domestic laws that assured, for example, individual rights of access and judicial recourse. The Court said the Directive has to be read in the light of the Charter of Fundamental Rights of the European Union (Articles 7 and 8), which guarantees a right to privacy and "the protection of personal data" and specifically requires that such data must be processed "fairly" and based on "consent or some other legitimate basis laid down by law," and further that individuals have the rights to access the data and have it corrected.
Consent. Transfers are allowed if the individual has given "unambiguous consent." This may work for consumers and business contacts, but data protection authorities generally hold that consent is not an appropriate ground for transferring employee data, because the employment relationship is inherently coercive. Also, in light of the Court decision, getting informed consent may require giving notice that the transferred data could be disclosed under US law to government authorities or courts.
Public interest. Data transfers are permitted where necessary or legally required "on important public interest grounds," but there is little definition of this clause – certainly no precedents that would smile on widespread NSA surveillance, for example, as opposed to law enforcement data sharing on specific criminal or terrorist investigations. Pharmaceutical companies argued that this derogation applied to their transfers of clinical trial data and adverse events reports, but in the end they had to get specific codes of conduct or contractual guarantees approved by national authorities. This derogation is generally a very uncertain basis for transatlantic data transfers in the private sector.
Legal claims. Data transfers are allowed as necessary to "establish, exercise, or defend" legal claims. It is not at all clear that this extends to routine transaction, accounting, audit, and insurance records, even though they might eventually be needed for legal purposes. Rather, the data protection authorities suggest that the derogation applies where there are current or reasonably anticipated litigation, arbitration, or regulatory enforcement proceedings.
Emergencies. Transfers are allowed if necessary to "protect the vital interests of the data subject." This derogation works in the case of a traveler's medical emergency, for example, if the traveler is not in a position to give timely consent, but it has not been applied to routine data flows.
Public registries. Data may be accessed from a public registry (such as a voter's registry), but only if consistent with the legal conditions that apply to that database. As a practical matter, those conditions generally rule out accessing the database from abroad to verify the identity of an online consumer, for example, or to create a marketing list.
Two other mechanisms have developed under the authority of Article 26, which also provides that transfers can occur if a company itself establishes "adequate safeguards": model contracts and binding corporate rules.
Model Contracts. The European Commission has adopted standard contract clauses to include in data transfer agreements covering transfers between a European data controller and a controller or processor in a third country that lacks an EU adequacy determination. (Under the Directive, "controllers" make the decisions about what personal data to collect and what is done with it, while "processors" merely process or store data on behalf of controllers. A payroll processor or SaaS services provider, for example, is usually deemed a processor, while a headquarters company in the US and its European subsidiary are generally viewed as joint controllers of the European entity's customer and employee data, because the parent will typically have a say in what data is collected and how it is used.) The model clauses point to a particular set of data protection rules, usually the law of the country from which data are "exported," and establish the respective obligations of the parties in maintaining confidentiality and security. Unlike Safe Harbor, these model contracts can be used for data transfers to any country, not only the US, so many global companies employ them even if they have relied on Safe Harbor for their US data transfers.
No one knows how many companies already use model contracts, because many European countries do not require users to notify the data protection authority or seek its approval. Irish law, for example, requires registration only for certain categories of data controllers, such as financial institutions and debt collectors. The UK registration scheme is much broader but allows companies simply to check a box indicating that data will be sent outside the EU/EEA, and many companies disclose on the UK's online registration form only that the data will be transferred to the US or "worldwide," without indicating the legal basis for the transfers. In Germany, few companies are required to register with the state data protection authorities. Most appoint an internal data protection officer instead, so the authorities are aware of the company's cross-border data transfer arrangements only if there is a complaint or investigation. By contrast, France, Spain, and The Netherlands generally require prior approval by the data protection authority before transferring data pursuant to model contracts, so the process entails delays and potentially the necessity of answering the regulators' questions or meeting their objections.
The good news is that virtually all of the companies currently using Safe Harbor could replace it with data transfer agreements incorporating one of the EU-approved sets of model contract clauses. Those agreements should not involve obligations substantially different from those found in the Safe Harbor Privacy Principles (although they will subject the US companies to some remaining peculiarities of European national data protection rules and procedures). The bad news is that a company might need to get multiple agreements in place quickly and then manage the contracts over time as parties and processes change, submitting the agreements for approval in the countries where that is required. This may place US companies at a competitive disadvantage. For example, where a US service provider could simply refer to its Safe Harbor commitment in each of its service agreements with European customers, it will now have to attach a data transfer agreement which, in some countries, the European customer will have to submit to its local data protection authority for approval before actually commencing service.
Binding corporate rules. "BCRs" are another accepted way of establishing adequate safeguards for cross-border data transfers. With BCRs, a multinational corporation establishes company-wide policies and procedures for handling European personal data, makes them binding on all relevant affiliates, announces the policy to affected individuals (who can then complain to data protection authorities or courts if they think the corporate group is not living up to the policy), and obtains approval from each relevant European data protection authority. The procedure has been rather cumbersome and time-consuming (requiring at least six months and often much longer). So far, it has been used by a few dozen large corporate groups, including ABN AMRO Bank, Accenture, American Express, AXA, BP, Bristol Myers Squibb, Cargill, Citigroup, eBay, First Data, General Electric, Hewlett Packard, Hyatt, Intel, Michelin, Motorola, Phillips, Shell, and Siemens. BCRs may become a more attractive option in the absence of Safe Harbor, but it is not an overnight option as Model Contracts can be in many countries.
In any event, it would seem that the logic of the Court's decision about Safe Harbor ultimately threatens data transfers under Model Contracts and BCRs as well. NSA surveillance presumably does not distinguish among data flows from Europe based on which legal mechanism is used. The Schrems decision appears to expose Model Contracts and BCRs to scrutiny by national data protection authorities, who may reach different conclusions about whether those commitments produce "adequate safeguards" in view of government surveillance in the US and other countries. Many European companies use Model Contracts or BCRs, for example, to justify sending data to affiliates, outsourcing and technical support vendors, and software developers located in countries such as China, Russia, Bulgaria, Algeria, and Vietnam, where government surveillance is likely to be at least as intrusive as NSA software monitoring international communications for "terrorist"-related key words. Are individual data protection commissioners meant to evaluate the adequacy of legal controls over government surveillance in each country around the world? This seems a better candidate for EU-level investigation and diplomacy. It is certainly not an issue that individual companies can resolve by themselves. A real solution will require the efforts of the US Administration and, perhaps, Congress (in an election season!).
The US and EU might be able to agree on a Safe Harbor 2.0, but this would require a satisfactory regime of legal oversight in the US that covered European data caught in the NSA's wide net. The proposed EU General Data Protection Regulation, which could be adopted as early as year-end and replace the EU Data Protection Directive after a two-year transition period, currently contemplates the continuing viability of Model Contracts, BCRs, and the other derogations listed above, as well as adequacy determinations such as Safe Harbor. One question is whether the Court's decision will delay adoption of a final version of the Regulation. It is possible that the Regulation could result in a more uniform approach to decisions about the adequacy of third country privacy safeguards. But the underlying problem of satisfying European institutions shaken by revelations of NSA surveillance must still be addressed. It is a problem complicated by the fact that the UK and several other EU countries conduct their own surveillance programs and have been sharing information with US intelligence agencies since the Second World War.
Authorities in the EU may well decide not to open that can of worms. For the moment, companies handling European personal data must decide whether they increasingly localize European data processing in Europe (abandoning many efficiencies and economies of scale by forsaking global databases and networked access to data across the organization) or establish the grounds for relying on explicit consent, Model Contracts, BCRs, or other exceptions to the Directive's ban on exposing European data to "inadequate" countries.
The ECJ decision may have an impact as well on data flows from countries outside the EU that have adopted laws modeled on the EU Data Protection Directive and currently allow personal data to be transferred from their territory to US Safe Harbor companies.
The first affected are the three non-EU countries of the European Economic Area (EEA), Iceland, Liechtenstein, and Norway. They are bound by treaty to transpose EU legal measures into national law, and they all currently accept data transfers to US Safe Harbor companies (as well as transfers based on EU-approved Model Contracts). Presumably, they will ultimately follow the EU in blocking transfers based on Safe Harbor. Safe Harbor companies exporting data from those countries will probably want to shift to Model Contracts, as in the EU itself.
Switzerland, which is not a member of the EU or EEA, nevertheless enacted a federal data protection law closely modeled on the EU Data Protection Directive, and the European Commission promptly issued a decision determining that the Swiss law offers an adequate level of protection. Switzerland entered into its own arrangements with the US Department of Commerce, the US-Switzerland Safe Harbor Framework, which is nearly identical to the US-EU Safe Harbor Framework. Switzerland is not subject to the ECJ decision, but it may well decide to follow the ECJ's lead. One reason is that companies otherwise might be tempted to route European data through Swiss servers. If Switzerland then permitted the data to travel freely to the US, the European Commission might reconsider whether Switzerland itself continues to ensure adequate protection. Swiss law also allows transfers based on EU-approved Model Contracts, and companies in the US-Switzerland Safe Harbor program should consider preparing to shift to that solution.
The same logic may apply as well to other countries that benefit from EU adequacy decisions, including Canada, New Zealand, Israel, and Argentina. Current Israeli law allows data to travel from Israel to US Safe Harbor companies; that data passport probably disappears with the suspension of Safe Harbor. The other countries mentioned generally expect contractual safeguards for data transferred to the US, and if the EU takes the next step of challenging transfers based on EU Model Contracts, it may give those countries pause as well -- either because they have similar reservations about US government surveillance or because they do not want to jeopardize their own status with the EU. Moreover, the European Commission's adequacy decisions for Canada, New Zealand, and Israel may be challenged before European courts or data protection authorities, on the strength of the Schrems decision, because all of those countries reportedly conduct communications surveillance and share some of the resulting intelligence with the US.
It's tough being a pedestrian at the busy intersection of global commerce and national security. For now, companies handling data from Europe should not wait for a legislative or diplomatic solution that may be a long time coming. Instead, they should review the options discussed above and settle quickly on those that best serve their needs, even if those turn out to be interim solutions.


text:
Last edited by JoJotaur
3 edition of Daniel found in the catalog.
Published September 2003 by Oracle House Publishing .
Inspirational,
Inspirational - General,
Unabridged Audio - Inspirational/Philosophy
Format Audio cassette
Summoned to a world in the midst of apocalypse, Daniel Black would have his hands full just staying alive. Add in refugees, desperate soldiers, scheming nobles and a pair of thoroughly wicked witches, and life is going to be very busy indeed. Book. Cancel {{#items}} 10 And the prince of the eunuchs said unto Daniel, I fear my lord the king, who hath appointed your meat and your drink: for why should he see your faces worse liking than the children which are of your sort? then shall ye make me endanger my head to the king. # worse.
OCDaniel is a book about Daniel, a year-old boy with OCD. He has "Zaps" as he calls them; things like not writing the number 4, or flipping light switches on and off, until it feels right. He hopes no one sees through his outer shell, and thinks he is doing a good job. Until a /5. Aug 19, · The Book of Daniel: Taken into slavery after the fall of Jerusalem in B.C., Daniel (Robert Miano) is forced to serve the most powerful king in the world, King Nebuchadnezzar. Faced with.
Book of Daniel Summary. The book of Daniel begins with King Nebuchadnezzar, the ruler of Babylon, ransacking Jerusalem. He ends up taking back the cream of the crop, the most elite and noble Israelites, to serve at his court in Babylon. Aug 18, · Daniel is a book designed to show the victory of God. But it begins in a counterintuitive way: with Daniel and his friends being hauled off into Babylonian captivity and exile! And yet this is the gospel story—defeat is the path to victory. Before Jesus wears the crown, he bears the cross.
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study of the extent of difference in concepts held by experts in educational administration and experienced teachers in regard to selected administrative principles.
Daniel Download PDF EPUB FB2
Topics On Understanding the Book of Daniel. The Book of Daniel. The book of Daniel is one of the most significant prophetic books in the Bible.
Its prophecies of world-ruling empires are closely related to Revelation. Daniel's Three Friends. Daniel's friends Shadrach, Meshach and Abed-Nego served as advisers to King Nebuchadnezzar of Babylon. The prophet Daniel is one of four Major Prophets in Hebrew Scripture, along with Isaiah, Jeremiah, and lestisserandsduquebec.com Book of Daniel is followed by the Prophet Hosea, the first of the Prophets in the Book of the lestisserandsduquebec.com in the Lions' Den is a favorite Bible story for children.
Jan 02, · Daniel served in the royal court of Nebuchadnezzar and several rulers who followed Nebuchadnezzar. The Book of Daniel records the actions, prophecies, and visions of the Prophet Daniel.
Key Verses: Daniel"The king talked with them, and he found none equal to Daniel, Hananiah, Mishael and Azariah; so they entered the king's service. Daniel Boone (November 2, [O.S. October 22] – September 26, ) was an American pioneer, explorer, woodsman, and frontiersman whose frontier exploits made him one of the first folk heroes of the United lestisserandsduquebec.comgh he also became a businessman, soldier and politician who represented three different counties in the Virginia General Assembly following the American Revolutionary War Father: Squire Boone.
The Book of Daniel was written in about B.C., in the Hellenistic Period of Jewish history. Part of the section of the Bible referred to as Ketuvim (the writings) [see the Torah], it is an apocalyptic book, like the Book of Revelations in the New lestisserandsduquebec.com book is named for a character from the Babylonian Exile [see Eras of Jewish History - Exile and Diaspora] named Daniel, although it.
Jul 27, · Watch our overview video on the book of Daniel, which breaks down the literary design Daniel book the book and its flow of thought. The story of Daniel motivates faithfulness despite exile in Babylon.
His. 4 But you, Daniel, shut up these words and seal the book until the time of the end. Many will roam to and fro, and knowledge will increase." 5 Then I, Daniel, looked and saw two others standing there, one on this bank of the river and one on the opposite bank.
The Book of Daniel presents a collection of popular stories about Daniel, a loyal Jew, and the record of visions granted Daniel, extolled for his upright character, is presented as a model for the persecuted community.
The unknown author may have drawn inspiration from Ugaritic and Phoenician. The genre of the book of Daniel is Narrative History, Prophetic Oracle, and it includes Apocalyptic material. The prophet Daniel wrote it around B.C. and his writings records the events of the Babylonian captivity in B.C.
to which Daniel was a servant. Daniel who through the book received revelations from God. Daniel bridges the entire 70 years of the Babylonian captivity from ( to B.C.; compare and ). Nine of the 12 chapters relate revelation through dreams and visions.
Daniel was God's mouthpiece to the Gentile and Jewish world, declaring God's current and future plans. It is a book of investigation: transcribing Daniel's interviews with people who knew his parents, or who knew about them; and logging his strange researches and discoveries in the library stacks.
It is a book of judgments of everyone involved in the case—lawyers, police, Cited by: Nov 05, · "Book of Daniel" is very well made and the acting is awesome, not at all what I expected. True to the book of Daniel in the Bible. My family has watched it three times already and passing it around to other family members.
Read more. people /5(). Daniel 1 New King James Version (NKJV) Daniel and His Friends Obey God. 1 In the third year of the reign of Jehoiakim king of Judah, Nebuchadnezzar king of Babylon came to Jerusalem and besieged it.
2 And the Lord gave Jehoiakim king of Judah into his hand, with some of the articles of [] the house of God, which he carried into the land of Shinar to the house of his god; and he brought the.
Daniel's Training in Babylon - In the third year of the reign of Jehoiakim king of Judah, Nebuchadnezzar king of Babylon came to Jerusalem and besieged it. And the Lord delivered Jehoiakim king of Judah into his hand, along with some of the articles from the temple of God.
These he carried off to the temple of his god in Babylonia and put in the treasure house of his god. Then the king. The Book of Daniel was written during the persecutions of Israel by the Syrian king Antiochus Epiphanes. This assertion is supported by the following data: The kingdom which is symbolized by the he goat (viii.
5 et seq.) is expressly named as the "kingdom of Yawan"—that is, the Grecian kingdom (viii. 21) the great horn being its first king.
8 But Daniel resolved not to defile himself with the royal food and wine, and he asked the chief official for permission not to defile himself this way. 9 Now God had caused the official to show favor and compassion to Daniel, 10 but the official told Daniel, "I am afraid of my lord the king, who has assigned your # The Hebrew for your and you in this verse is plural.
food and drink. Dec 22, · The book is made up primarily of historical narrative (found mainly in chs. 1 - 6) and apocalyptic ("revelatory") material (found mainly in chs. 7 - 12).
The. 12k Followers, Following, Posts - See Instagram photos and videos from Daniel Booko (@danielbooko). The Daniel Fast is based on the fasting experiences of the Old Testament Prophet. It's a partial fast where some foods are eaten while others are restricted.
Most people use this method of fasting for 21 consecutive days. Oct 01, · Directed by Anna Zielinski. With Robert Miano, Andrew Bongiorno, Lance Henriksen, Kevin McCorkle.
In B.C. Jerusalem was conquered by the Babylonians and many of their best young men were taken into captivity, including Daniel.
Daniel was taken to Babylon to serve it. As Powerful King, Nebuchadnezzar. Daniel as an example of boldness and faithfulness to God in the most difficult /10(). View Daniel Book's profile on LinkedIn, the world's largest professional community. Daniel has 2 jobs listed on their profile.
See the complete profile on LinkedIn and discover Daniel's Title: District Manager at Academy Sports.The book starts with an example from the World War I when Lusitania was hunted down by a German U-boat, killing around passengers.
Then Daniel H. Pink points out that decisions made by the captain of the cruise ship played a huge role in this tragedy, and coincided specifically with the time of the day/5.Daniel is a legendary figure of wisdom and righteousness who features in Ezek.
14 along with the OT characters Noah and Job. The book of Daniel was published under his name as an appropriate pseudonym, as was usual with apocalyptic writing, some of .
lestisserandsduquebec.com - Daniel book © 2020

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Telangana DSC Teacher Admit Card 2017 - TNPSC Teacher Hall Ticket 2017 - www.tnpsc.gov.in.
Telangana State Public Service Commission (TNPSC) has announced date of written exam for DSC Teachers on the official notification. The exam will be organized on 26th February 2017. Now, all candidates who had applied for these posts are waiting for uploading of their hall ticket and direct link for downloading it from the official website.
The latest news is that TNPSC DSC Teacher Admit Card 2017 will be uploaded around 10th – 13th February 2017 on website www.tnpsc.gov.in. The candidates can get these call letters from the direct link given on this page (at bottom).
Earlier TNPSC had notified for 6000 vacancies of SGT/ School Assistant / DSC Teacher for various subjects such as English, Math, Hindi, Biology, Telugu, Social Science and Physics. The online registration was organized from 21st January to 09th February 2017 in which a large numbers of interested and eligible candidates had applied for these vacancies.
Those candidates who are ready to attend the examination on the prescribed time / schedule; they can download their TSPSC Teacher hall ticket 2017 from direct link specified here.
Click on the direct link given at the bottom.
2. Click on that link and enter your registration details in it. Finally, press 'Download Admit Card 2017' button.
The online admit card / hall ticket will be downloaded on your device which can be printed. Take one of photo identity proof (must have clear view of picture) to the exam venue which will be checked at the time of entry into the examination hall.


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Benjamin Walczak (* 3. August 1984 als Benjamin Raschke in Kiel) ist ein deutscher Politiker (SPD). Derzeit ist er Mitglied der Kieler Ratsversammlung. Bei der Landtagswahl in Schleswig-Holstein am 8. Mai 2022 bewarb er sich erfolglos um das Direktmandat im Landtagswahlkreis Kiel-Nord.

Leben
Benjamin Walczak wuchs in seiner Geburtsstadt auf. Seine Mutter war alleinerziehend. Dem Abitur an der Ricarda-Huch-Schule (Kiel) folgte der Zivildienst beim Paritätischen Wohlfahrtsverband in Kiel. Danach studierte er ab dem Wintersemester 2005/2006 Informatik an der Christian-Albrechts-Universität in Kiel. Er war Stipendiat der Friedrich-Ebert-Stiftung. Sein Studium schloss Benjamin Walczak 2016 mit einem Bachelor ab. Zunächst war er freiberuflich als Layouter und Webdesigner tätig. Seit 2017 arbeitet er beim Landeszentrum für Datenschutz. Inzwischen ist er dort Vorsitzender des Betriebsrates.

Politik
Seit 2003 ist Benjamin Walczak Mitglied der SPD. Im gleichen Jahr wurde er zum stellvertretenden Vorsitzenden des Ortsvereins Brunswik gewählt. Von 2009 bis 2014 war er Vorsitzender des Ortsvereins Kiel-Mitte. Bei den Jusos war Benjamin Walczak im Kreisvorstand Kiel und in der Hochschulgruppe aktiv. Für den früheren schleswig-holsteinischen Ministerpräsidenten Torsten Albig und die Kieler SPD-OB Kandidatin Susanne Gaschke übernahm er den Online-Wahlkampf. Von 2013 bis 2018 war er Mitglied der Kieler Ratsversammlung. Nachdem er 2018 kein Mandat gewinnen konnte, rückte er 2021 nach. Bei der Landtagswahl am 8. Mai 2022 bewarb er sich im Landtagswahlkreis Kiel-Nord um das Direktmandat. Er kam auf 19,2 % und landete damit auf Platz 3. Das Mandat gewann Lasse Petersdotter von Bündnis 90/Grüne.

Privates
Benjamin Walczak ist verheiratet und Vater zweier Kinder. Seine Frau, deren Familiennamen er bei der Hochzeit annahm, ist wie er SPD-Mitglied. Auch sie gehört der Kieler Ratsversammlung an.

Weblinks
 Persönliche Homepage
 Profil auf abgeordnetenwatch.de

Einzelnachweise

SPD-Mitglied
Stipendiat der Friedrich-Ebert-Stiftung
Deutscher
Geboren 1984
Mann

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