Power of Delegation. The Provider shall have full power to delegate or sub-contract the whole or any part of its functions hereunder to any Person (including, but not limited to, any Affiliate) provided that, any such delegation or sub-contracting shall not relieve Provider of any of its obligations under this Agreement; provided further that except with the consent of the Recipient, the Provider shall not have power to delegate any part of its functions to any Person (the “Appointee”) who is for the time being resident for tax purposes in any jurisdiction where the delegation of such functions would result in the Recipient becoming liable to pay any taxes in any jurisdiction (other than the place of its domicile) in which the Recipient would not otherwise be liable to pay taxes and in the event of an Appointee to whom any part of the Provider’s functions shall have been delegated becoming or being deemed by the appropriate taxing authority to become so resident in such a jurisdiction the Provider shall upon becoming aware thereof take immediate steps to withdraw from such Appointee any authority so delegated. Any delegation or sub-contracting by the Provider pursuant to this Section 2.02 shall be upon reasonable advance notice to the Recipient and subject to the Recipient’s approval.
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Sources: Management Services Agreement (Aei), Management Services Agreement (Aei)