§ 9—105. Control of electronic copy of record evidencing chattel paper
(a) A purchaser 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) A system satisfies subsection (a) of this section 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 subdivisions (4), (5), and (6) of this subsection,
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) A system satisfies subsection (a) of this section, 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) of this section, 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) of this section, a power is exclusive under subdivisions
(c)(3)(A) and (B) of this section 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) A power of a purchaser is not shared with another person under subdivision (d)(2)
of this section 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) If a purchaser has the powers specified in subdivisions (c)(3)(A) and (B) of this
section, the powers are presumed to be exclusive.
(g) 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. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001; amended 2013, No. 157 (Adj. Sess.), § 1; 2025, No. 17, § 9, eff. July 1, 2025.)