§ 10:9-105 — Control of electronic copy of record evidencing chattel paper

§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 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) Single authoritative copy. 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 Paragraphs (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) One or more authoritative copies. 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) Meaning of exclusive. Subject to Subsection (e) of this Section, a power is
exclusive under Subparagraphs (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) When power not shared with another person. A power of a purchaser is not
shared with another person under Paragraph (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) Presumption of exclusivity of certain powers. If a purchaser has the powers
specified in Subparagraphs (c)(3)(A) and (B) of this Section, 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 after having acknowledged
that it will obtain control of the electronic copy on behalf of the purchaser.

Legislative History

Acts 1988, No. 528, §1, eff. Jan. 1, 1990; Acts 1989, No. 135, §7, eff. Jan. 1, 1990; Acts 1990, No. 1079, §4, eff. Sept. 1, 1990; Acts 1991, No. 377, §4, eff. Jan. 1, 1992; Acts 1991, No. 539, §3, eff. Jan. 1, 1992; Acts 1995, No. 884, §2, eff. Jan. 1, 1996; Acts 1995, No. 1201, §3, eff. June 29, 1995; Acts 1997, No. 1295, §2; Acts 1999, No. 171, §3, eff. Jan. 1, 2000; Acts 2001, No. 128, §1, eff. July 1, 2001; Acts 2012, No. 450, §1, eff. July 1, 2013; Acts 2024, No. 773, §1.