Exhibit 10.35SECURITY AGREEMENTPART I.     FOR VALUE RECEIVED, the undersigned MITCHELL COUNTY DEVELOPMENT AUTHORITY, a public bodycorporate and politic created and existing under the laws of the State of Georgia (the “Issuer”),and First United Ethanol, LLC, a Georgia limited liability company (the “Borrower”), hereby conveyto REGIONS BANK, a banking corporation with a corporate trust office in Atlanta, Georgia (the“Secured Party”) and hereby grant to the Secured Party security title to and a security interestin, the following property: All of that property described in Granting Clauses I, II, III, V andVI in that certain Trust Indenture, dated as of November 1, 2006 (the “Indenture”), between theIssuer and the Secured Party pursuant to which that certain $10,000,000 Mitchell County DevelopmentAuthority Revenue Bond (First United Ethanol, LLC Project), Series 2006 (the “Bonds”) was issued(hereinafter collectively referred to as the “First Lien Collateral”).     The security title to and security interest in the First Lien Collateral is granted andpledged to secure the payment of the principal of and interest on the Bond pursuant to theprovisions of that certain Loan Agreement, dated as of November 1, 2006, between First UnitedEthanol, LLC, a Georgia limited liability company (the “Borrower”) and the Issuer (the“Agreement”), the indebtedness set forth therein and in the Indenture maturing on December 1, 2021.     The undersigned Issuer’s location is Camilla, Georgia, and the undersigned Borrower’s locationis 2 West Broad Street, Camilla, Georgia..     This transaction is not a consumer transaction, and the undersigned is not acquiring the FirstLien Collateral for personal, family or household purposes.     The undersigned will at all times keep the First Lien Collateral free of all liens and claimswhatsoever, other than the security interest established herein.     No financing statement covering any of the First Lien Collateral is on file in any publicoffice, and the undersigned understands that from time to time the Secured Party will file anydocuments required by the Uniform Commercial Code in order to perfect the security interest grantedto Secured Party herein, and undersigned agrees to pay the costs of filing or recording the same inall public offices deemed necessary by the Secured Party and do such other acts and things, all asthe Secured Party may request, to establish and maintain a valid security interest and securitytitle in the First Lien Collateral (free of all other liens and claims whatsoever), to secure thepayment of the amounts due under the Agreement.
 

 
     The undersigned will not sell, transfer, assign or otherwise dispose of any of the FirstLien Collateral or any interest therein except as expressly permitted in the Indenture and/orAgreement.     Any event of default described in the Indenture or the Agreement shall constitute an event ofdefault under this Security Agreement.     Upon an event of default, the Secured Party shall have all of the rights and remedies setforth in the Indenture and Agreement.     The rights and privileged of the Secured Party hereunder shall inure to the benefit of itssuccessors and assigns.PART II.     FOR VALUE RECEIVED, the undersigned Issuer and Borrower hereby convey to the Secured Party andhereby grant to the Secured Party security title to and a security interest in, the followingproperty: All of that property, including but not limited to the Gross Revenues that are part ofthe Pledged Revenues described in Granting Clause IV in that certain Trust Indenture, dated as ofNovember 1, 2006, between the Issuer and the Secured Party pursuant to which that certain$10,000,000 Mitchell County Development Authority Revenue Bond (First United Ethanol, LLC Project),Series 2006 (the “Bond”) was issued (hereinafter collectively referred to as the “Second LienCollateral”).     The security title to and security interest in the Second Lien Collateral is granted andpledged to secure the payment of the principal of and interest on the Bond pursuant to theprovisions of that certain Loan Agreement, dated as of November 1, 2006, between First UnitedEthanol, LLC, a Georgia limited liability company (the “Borrower”) and the Issuer (the“Agreement”), the indebtedness set forth therein and in the Indenture maturing on December 1, 2021.     The pledge made hereunder constitutes a subordinate pledge of any lien on Pledged Revenues(defined in the Indenture), secondary and subordinate to the lien on the Revenues described inthose certain Trust Indentures, dated as of November 1, 2006 (the “Senior Indentures”) between theIssuer and Wells Fargo Bank National Association, a national banking association with a designatedplace of business located in Portland, Oregon (“Senior Trustee”), pursuant to which those certain$29,000,000 Mitchell County Development Authority Variable Rate Solid Waste Disposal Revenue Bonds(First United Ethanol, LLC Project), Series 2006 and those certain $53,500,000 Mitchell CountyDevelopment Authority Variable Rate Demand Economic Development Revenue Bonds (First UnitedEthanol, LLC Project), Series 2006 (collectively, the “Senior Bonds”) were issued simultaneouslywith the issuance of the Bonds. Such pledge is also secondary and subordinate to the lien securingthat certain indebtedness of the Borrower totaling $11,000,000 incurred by the Borrower inconnection with the financing of the Project (defined in the Agreement).
 

 
     The undersigned Issuer location is Camilla, Georgia, and the undersigned Borrower’s locationis 2 West Broad Street, Camilla, Georgia.     This transaction is not a consumer transaction, and the undersigned is not acquiring theSecond Lien Collateral for personal, family or household purposes.     The undersigned will at all times keep the Second Lien Collateral free of all liens and claimswhatsoever, other than the security interest established herein.     No financing statement covering any of the Second Lien Collateral is on file in any publicoffice, and the undersigned understands that from time to time the Secured Party will file anydocuments required by the Uniform Commercial Code in order to perfect the security interest grantedto Secured Party herein, and undersigned agrees to pay the costs of filing or recording the same inall public offices deemed necessary by the Secured Party and do such other acts and things, all asthe Secured Party may request, to establish and maintain a valid security interest and securitytitle in the Second Lien Collateral (free of all other liens and claims whatsoever), to secure thepayment of the amounts due under the Agreement.     The undersigned will not sell, transfer, assign or otherwise dispose of any of the Second LienCollateral or any interest therein except as expressly permitted in the Indenture and/or Agreement.     Any event of default described in the Indenture or the Agreement shall constitute an event ofdefault under this Security Agreement.     Upon an event of default, the Secured Party shall have all of the rights and remedies setforth in the Indenture and Agreement.     The rights and privileged of the Secured Party hereunder shall inure to the benefit of itssuccessors and assigns.
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     IN WITNESS WHEREOF, this Security Agreement is given under the hand and seal of theundersigneds as of the  1st  day of November, 2006.         MITCHELL COUNTY DEVELOPMENT AUTHORITY (ISSUER)         [SEAL]               BY:    /s/ Charles Rooks     Chairman   Attest:            /s/ Marilyn Royal Secretary  
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         FIRST UNITED ETHANOL, LLC (BORROWER)         [SEAL]               BY:          /s/ Murray Campbell          Managing Member/President  
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