§ 9-105 — Control of Electronic Chattel Paper

* Section 9--105. Control of Electronic Chattel Paper.\n A secured party has control of electronic chattel paper if the record\nor records comprising the chattel paper are created, stored, and\nassigned in such a manner that:\n (1) a single authoritative copy of the record or records exists\n which is unique, identifiable and, except as otherwise\n provided in paragraphs (4), (5), and (6), unalterable;\n (2) the authoritative copy identifies the secured party as the\n assignee of the record or records;\n (3) the authoritative copy is communicated to and maintained by\n the secured party or its designated custodian;\n (4) copies or revisions that add or change an identified assignee\n of the authoritative copy can be made only with the\n participation of the secured party;\n (5) each copy of the authoritative copy and any copy of a copy is\n readily identifiable as a copy that is not the authoritative\n copy; and\n (6) any revision of the authoritative copy is readily\n identifiable as an authorized or unauthorized revision.\n * NB Effective until June 3, 2026\n* Section 9--105. Control of Electronic Copy of Record Evidencing\n Chattel Paper.\n (a) General rule: control of electronic copy of record evidencing\nchattel paper. A purchaser has control of an authoritative electronic\ncopy of a record evidencing chattel paper if a system employed for\nevidencing the assignment of interests in the chattel paper reliably\nestablishes the purchaser as the person to which the authoritative\nelectronic copy was assigned.\n (b) Single authoritative copy. A system satisfies subsection (a) if\nthe record or records evidencing the chattel paper are created, stored,\nand assigned in a manner that:\n (1) a single authoritative copy of the record or records exists\n which is unique, identifiable and, except as otherwise\n provided in paragraphs (4), (5), and (6), unalterable;\n (2) the authoritative copy identifies the secured party as the\n assignee of the record or records;\n (3) the authoritative copy is communicated to and maintained by\n the secured party or its designated custodian;\n (4) copies or revisions that add or change an identified assignee\n of the authoritative copy can be made only with the\n participation of the secured party;\n (5) each copy of the authoritative copy and any copy of a copy is\n readily identifiable as a copy that is not the authoritative\n copy; and\n (6) any revision of the authoritative copy is readily\n identifiable as an authorized or unauthorized revision.\n(c) One or more authoritative copies. A system satisfies subsection (a),\nand a purchaser has control of an authoritative electronic copy of a\nrecord evidencing chattel paper, if the electronic copy, a record\nattached to or logically associated with the electronic copy, or a\nsystem in which the electronic copy is recorded:\n (1) enables the purchaser readily to identify each electronic copy as\neither an authoritative copy or a nonauthoritative copy;\n (2) enables the purchaser readily to identify itself in any way,\nincluding by name, identifying number, cryptographic key, office, or\naccount number, as the assignee of the authoritative electronic copy;\nand\n (3) gives the purchaser exclusive power, subject to subsection (d),\nto:\n (A) prevent others from adding or changing an identified assignee of\nthe authoritative electronic copy; and\n (B) transfer control of the authoritative electronic copy.\n (d) Meaning of exclusive. Subject to subsection (e), a power is\nexclusive under subsection (c)(3)(A) and (B) even if:\n (1) the authoritative electronic copy, a record attached to or\nlogically associated with the authoritative electronic copy, or a system\nin which the authoritative electronic copy is recorded limits the use of\nthe authoritative electronic copy or has a protocol programmed to cause\na change, including a transfer or loss of control; or\n (2) the power is shared with another person.\n (e) When power not shared with another person. A power of a purchaser\nis not shared with another person under subsection (d)(2) and the\npurchaser's power is not exclusive if:\n (1) the purchaser can exercise the power only if the power also is\nexercised by the other person; and\n (2) the other person:\n (A) can exercise the power without exercise of the power by the\npurchaser; or\n (B) is the transferor to the purchaser of an interest in the chattel\npaper.\n (f) Presumption of exclusivity of certain powers. If a purchaser has\nthe powers specified in subsection (c)(3)(A) and (B), the powers are\npresumed to be exclusive.\n (g) Obtaining control through another person. A purchaser has control\nof an authoritative electronic copy of a record evidencing chattel paper\nif another person, other than the transferor to the purchaser of an\ninterest in the chattel paper:\n (1) has control of the authoritative electronic copy and acknowledges\nthat it has control on behalf of the purchaser; or\n (2) obtains control of the authoritative electronic copy after having\nacknowledged that it will obtain control of the electronic copy on\nbehalf of the purchaser.\n * NB Effective June 3, 2026\n