| 3. Security Agreement; Authentication. Under subsection |
(b)(3) [Maine cite subsection (2)], enforceability requires the |
debtor's security agreement and compliance with an evidentiary |
requirement in the nature of a Statute of Frauds. Paragraph |
(3)(A) [Maine cite paragraph (c), subparagraph (i)] represents |
the most basic of the evidentiary alternatives, under which the |
debtor must authenticate a security agreement that provides a |
description of the collateral. Under Section 9-102 [Maine cite |
section 9-1102], a "security agreement" is "an agreement that |
creates or provides for a security interest." Neither that |
definition nor the requirement of paragraph (3)(A) [Maine cite |
paragraph (c), subparagraph (i)] rejects the deeply rooted |
doctrine that a bill of sale, although absolute in form, may be |
shown in fact to have been given as security. Under this |
Article, as under prior law, a debtor may show by parol evidence |
that a transfer purporting to be absolute was in fact for |
security. Similarly, a self-styled "lease" may serve as a |
security agreement if the agreement creates a security interest. |
See Section 1-201(37) (distinguishing security interest from |
lease). |