Section 382-A:9-105 - Control Of Electronic Copy Of Record Evidencing Chattel Paper(a) General rule: control of electronic copy of record evidencing chattel paper. A purchaser has control of each 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 such 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 person readily to identify each electronic copy as an authoritative copy or 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 each 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 each authoritative electronic copy; and(B) transfer control of each 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 purchaser is not shared with another person under subsection (d)(2) and the purchasers power is not exclusive if: (1) the purchaser can exercise the power only if the power is also 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 and acknowledges that it has control on behalf of the purchaser; or(3) obtains control of the authoritative electronic copy after having acknowledged that it will obtain control of the electronic copy on behalf of the purchaser.Amended by 2023, 236:32, eff. 10/7/2023.Amended by 2022 , 281: 52, eff. 1/1/2023.Amended by 2012 , 236: 5, eff. 7/1/2013. 2001, 102:25, eff. July 1, 2001.