RSA 382-A:9-105 · Control of Electronic Copy of Record Evidencing Chattel Paper

382-A:9-105 Control of Electronic Copy of Record Evidencing Chattel Paper. –

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(a)

General rule: control of electronic copy of record evidencing chattel paper. A purchaser has control of each 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.

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(b)

Single authoritative copy. A system satisfies subsection (a) if the record or records evidencing the chattel paper are created, stored, and assigned in such a manner that:

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(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), unalterable;

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(2)

the authoritative copy identifies the purchaser as the assignee of the record or records;

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(3)

the authoritative copy is communicated to and maintained by the purchaser or its designated custodian;

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(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;

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(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

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(6)

any amendment of the authoritative copy is readily identifiable as authorized or unauthorized.

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(c)

One or more authoritative copies. A system satisfies subsection (a) 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:

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(1)

enables the person readily to identify each electronic copy as an authoritative copy or nonauthoritative copy;

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(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 each authoritative electronic copy; and

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(3)

gives the purchaser exclusive power, subject to subsection (d), to:

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(A)

prevent others from adding or changing an identified assignee of each authoritative electronic copy; and

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(B)

transfer control of each authoritative electronic copy;

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(d)

Meaning of exclusive. Subject to subsection (e), a power is exclusive under subsection (c)(3)(A) and (B) even if:

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(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

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(2)

the power is shared with another person.

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(e)

When power not shared with another person. A power of purchaser is not shared with another person under subsection (d)(2) and the purchasers power is not exclusive if:

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(1)

the purchaser can exercise the power only if the power is also exercised by the other person; and

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(2)

the other person:

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(A)

can exercise the power without exercise of the power by the purchaser; or

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(B)

is the transferor to the purchaser of an interest in the chattel paper.

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(f)

Presumption of exclusivity of certain powers. If a purchaser has the powers specified in subsection (c)(3)(A) and (B), the powers are presumed to be exclusive.

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(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:

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(1)

has control of the authoritative electronic copy and acknowledges that it has control on behalf of the purchaser; or

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(2)

obtains control of the authoritative electronic copy and acknowledges that it has control on behalf of the purchaser; or

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(3)

obtains control of the authoritative electronic copy after having acknowledged that it will obtain control of the electronic copy on behalf of the purchaser. Source. 2001, 102:25, eff. July 1, 2001. 2012, 236:5, eff. July 1, 2013. 2022, 281:52, eff. Jan. 1, 2023. 2023, 236:32, eff. Oct. 7, 2023.

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