#

## § 8.9A-105 – Control of electronic copy of record evidencing chattel paper

##

a. General rule: control of electronic copy of a record evidencing chattel paper. A secured party has control of an authoritative electronic copy of a record evidencing chattel paper if a system employed for evidencing the assignment of interests in the chattel paper reliably establishes the purchaser as the person to which the authoritative electronic copy was assigned.

b. Single authoritative copy. A system satisfies subsection (a) if the record or records evidencing the chattel paper are created, stored, and assigned in a manner that:

1. a single authoritative copy of the record or records exists which is unique, identifiable, and, except as otherwise provided in paragraphs (4), (5), and (6), unalterable;

2. the authoritative copy identifies the purchaser as the assignee of the record or records;

3. the authoritative copy is communicated to and maintained by the purchaser or its designated custodian;

4. copies or amendments that add or change an identified assignee of the authoritative copy can be made only with the consent of the purchaser;

5. each copy of the authoritative copy and any copy of a copy is readily identifiable as a copy that is not the authoritative copy; and

6. any amendment of the authoritative copy is readily identifiable as authorized or unauthorized.

c. One or more authoritative copies. A system satisfies subsection (a), and a purchaser has control of an authoritative electronic copy of a record evidencing chattel paper, if the electronic copy, a record attached to or logically associated with the electronic copy, or a system in which the electronic copy is recorded:

1. enables the purchaser readily to identify each electronic copy as either an authoritative copy or a nonauthoritative copy;

2. enables the purchaser readily to identify itself in any way, including by name, identifying number, cryptographic key, office, or account number, as the assignee of the authoritative electronic copy; and

3. gives the purchaser exclusive power, subject to subsection (d), to:

A. prevent others from adding or changing an identified assignee of the authoritative electronic copy; and

B. transfer control of the authoritative electronic copy.

d. Meaning of exclusive. Subject to subsection (e), a power is exclusive under subsection (c)(3)(A) and (B) even if:

1. the authoritative electronic copy, a record attached to or logically associated with the authoritative electronic copy, or a system in which the authoritative electronic copy is recorded limits the use of the authoritative electronic copy or has a protocol programmed to cause a change, including a transfer or loss of control; or

2. the power is shared with another person.

e. When power not shared with another person. A power of a purchaser is not shared with another person under subsection (d)(2) and the purchaser’s power is not exclusive if:

1. the purchaser can exercise the power only if the power also is exercised by the other person; and

2. the other person:

A. can exercise the power without exercise of the power by the purchaser; or

B. is the transferor to the purchaser of an interest in the chattel paper.

f. Presumption of exclusivity of certain powers. If a purchaser has the powers specified in subsection (c)(3)(A) and (B), the powers are presumed to be exclusive.

g. Obtaining control through another person. A purchaser has control of an authoritative electronic copy of a record evidencing chattel paper if another person, other than the transferor to the purchaser of an interest in the chattel paper:

1. has control of the authoritative electronic copy and acknowledges that it has control on behalf of the purchaser; or

2. obtains control of the authoritative electronic copy after having acknowledged that it will obtain control of the electronic copy on behalf of the purchaser.