(2) A system satisfies subsection (1) of this section if the record or records evidencing the chattel paper are created, stored and assigned in a manner that:
(a) A single authoritative copy of the record or records exists that is unique, identifiable and, except as otherwise provided in paragraphs (d), (e) and (f) of this subsection, unalterable;
(b) The authoritative copy identifies the purchaser as the assignee of the record or records;
(c) The authoritative copy is communicated to and maintained by the purchaser or its designated custodian;
(d) Copies or amendments that add or change an identified assignee of the authoritative copy can be made only with the consent of the purchaser;
(e) 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
(f) Any amendment of the authoritative copy is readily identifiable as authorized or unauthorized.
(3) A system satisfies subsection (1) 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:
(a) Enables the purchaser readily to identify each electronic copy as either an authoritative copy or a nonauthoritative copy;
(b) 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
(c) Gives the purchaser exclusive power, subject to subsection (4) 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.
(4) Subject to subsection (5) of this section, a power is exclusive under subsection (3)(c) of this section even if:
(a) 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
(b) The power is shared with another person.
(5) A power of a purchaser is not shared with another person under subsection (4)(b) of this section and the purchaser’s power is not exclusive if:
(a) The purchaser can exercise the power only if the power also is exercised by the other person; and
(b) 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.
(6) If a purchaser has the powers specified in subsection (3)(c) of this section, the powers are presumed to be exclusive.
(7) 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:
(a) Has control of the authoritative electronic copy and acknowledges that it has control on behalf of the purchaser; or
(b) Obtains control of the authoritative electronic copy after having acknowledged that it will obtain control of the electronic copy on behalf of the purchaser. [Formerly 79.0105]