Control of electronic copy of records evidencing chattel paper - UCC 9-105

Control of electronic copy of record evidencing chattel paper [UCC 9-105] (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 division (A) of this section 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 that is unique, identifiable, and, except as otherwise provided in divisions (B)(4), (5), and (6) of this section, 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 may 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 division (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 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 division (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 division (E) of this section, a power is exclusive under divisions (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 division (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 is also exercised by the other person; and (2) The other person: (a) Can exercise power without exercise of the power of 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 divisions (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.