§490:9-105  Control of electronic copy of record evidencing chattel paper.  (a)  A purchaser shall be deemed to have 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)  A system shall be deemed to satisfy subsection (a) if the record evidencing the chattel paper is created, stored, and assigned in a manner that:

     (1)  A single authoritative copy of the record exists that 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;

     (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)  A system shall be deemed to satisfy subsection (a), and a purchaser shall be deemed to have 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 to readily identify each electronic copy as either an authoritative copy or a nonauthoritative copy;

     (2)  Enables the purchaser to readily 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)  Subject to subsection (e), a power shall be deemed exclusive under subsection (c)(3), regardless of whether:

     (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)  A power of a purchaser shall not be deemed to be shared with another person under subsection (d)(2) and the purchaser's power shall not be deemed exclusive if:

     (1)  The purchaser may exercise the power only if the power is also exercised by the other person; and

     (2)  The other person:

          (A)  May 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)  If a purchaser has the powers specified in subsection (c)(3), the powers shall be presumed to be exclusive.

     (g)  A purchaser shall be deemed to have 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. [L 2000, c 241, pt of §1; am L 2012, c 33, §3; am L 2023, c 132, §37]