Iowa Code § 554.9105: Control of electronic copy of record evidencing chattel paper.

1. 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.

2. A system satisfies subsection 1 if the record or records evidencing the chattel paper are created, stored, and assigned in a manner that:

a. a single authoritative copy of the record or records exists which is unique, identifiable, and, except as otherwise provided in paragraphs “d”, “e”, and “f”, unalterable;

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

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

d. copies or amendments that add or change an identified assignee of the authoritative copy can be made only with the consent of the purchaser;

e. 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

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

3. A system satisfies subsection 1, 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:

a. enables the purchaser readily to identify each electronic copy as either an authoritative copy or a nonauthoritative copy;

b. 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

c. gives the purchaser exclusive power, subject to subsection 4, to:

(1) prevent others from adding or changing an identified assignee of the authoritative electronic copy; and

(2) transfer control of the authoritative electronic copy.

4. Subject to subsection 5, a power is exclusive under subsection 3, paragraph “c”, subparagraphs (1) and (2), even if:

a. 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

b. the power is shared with another person.

5. A power of a purchaser is not shared with another person under subsection 4, paragraph “b”, and the purchaser’s power is not exclusive if:

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

b. the other person:

(1) can exercise the power without exercise of the power by the purchaser; or

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

6. If a purchaser has the powers specified in subsection 3, paragraph “c”, subparagraphs (1) and (2), the powers are presumed to be exclusive.

7. 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:

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

b. obtains control of the authoritative electronic copy after having acknowledged that it will obtain control of the electronic copy on behalf of the purchaser.