IV. D. — 1:105 Irrevocable mandate

(1)

(a)

in order to safeguard a legitimate interest of the agent other than the interest in the payment of the price; or

(b)

in the common interest of the parties to another legal relationship, whether or not these parties are all parties to the mandate contract, and the irrevocability of the mandate of the agent is meant to properly safeguard the interest of one or more of these parties.

(2)

(a)

the mandate is irrevocable under paragraph (1)(a) and:

(i)

the contractual relationship from which the legitimate interest of the agent originates is terminated for non-performance by the agent; or

(ii)

there is a fundamental non-performance by the agent of the obligations under the mandate contract; or

(iii)

there is an extraordinary and serious reason for the principal to terminate under IV. D. — 6:103 (Termination by principal for extraordinary and serious reason); or

(b)

the mandate is irrevocable under paragraph (1)(b) and:

(i)

the parties in whose interest the mandate is irrevocable have agreed to the revocation of the mandate;

(ii)

the relationship referred to in paragraph (1)(b) is terminated;

(iii)

the agent commits a fundamental non-performance of the obligations under the mandate contract, provided that the agent is replaced without undue delay by another agent in conformity with the terms regulating the legal relationship between the principal and the other party or parties; or

(iv)

there is an extraordinary and serious reason for the principal to terminate under IV. D. — 6:103 (Termination by principal for extraordinary and serious reason), provided that the agent is replaced without undue delay by another agent in conformity with the terms regulating the legal relationship between the principal and the other party or parties.

(3)

(4)