Section 10:9-105 - 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. * * *
Amended by Acts 2024, No. 773,s. 1, eff. 8/1/2024.Acts 1988, No. 528, §1, eff. 1/1/1990; Acts 1989, No. 135, §7, eff. 1/1/1990; Acts 1990, No. 1079, §4, eff. 9/1/1990; Acts 1991, No. 377, §4, eff. 1/1/1992; Acts 1991, No. 539, §3, eff. 1/1/1992; Acts 1995, No. 884, §2, eff. 1/1/1996; Acts 1995, No. 1201, §3, eff. 6/29/1995; Acts 1997, No. 1295, §2; Acts 1999, No. 171, §3, eff. 1/1/2000; Acts 2001, No. 128, §1, eff. 7/1/2001; Acts 2012, No. 450, §1, eff. 7/1/2013.