                                 CODE OF VIRGINIA

CONTROL OF ELECTRONIC COPY OF RECORD EVIDENCING CHATTEL PAPER (§ 8.9A-105)

a. General rule: control of electronic copy of a record evidencing chattel
paper. A secured party 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) 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), 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), 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), 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), a power is exclusive under
subsection (c)(3)(A) and (B) 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 subsection (d)(2) and the purchaser&#8217;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 subsection (c)(3)(A) and (B), 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.

HISTORY: 2000, c. 1007; 2012, c. 155; 2024, c. 652.