<Page>
Exhibit 10.35
Loan No. 6518217
GUARANTY AGREEMENT
THIS GUARANTY
AGREEMENT ("GUARANTY"), is entered into effective as of
January 1, 2004, by INLAND SOUTHEAST NEW
BRITAIN, L.L.C., a Delaware limited
liability company, having a mailing address
at 2901 Butterfield Road, Oak Brook,
Illinois 60523 ("GUARANTOR"), in favor of
JOHN HANCOCK LIFE INSURANCE COMPANY, a
Massachusetts corporation ("LENDER"), and
the subsequent owners and holders of
the herein below defined Note.
RECITALS:
A. Inland Southeast New
Britain, L.L.C., a Delaware limited liability
company ("BORROWER") has requested a loan
(the "LOAN") from Lender in the amount
of $18,150,000.00 to be evidenced by the
Mortgage Note of even date herewith
executed by Borrower, payable to Lender in
the original principal sum of
$18,150,000.00 (the "NOTE"), and secured
by, INTER ALIA, the Mortgage,
Assignment of Leases and Rents and Security
Agreement of even date herewith
executed by Borrower in favor of Lender
covering certain property in the City of
New Britain, County of Hartford, State of
Connecticut (the "MORTGAGE");
B. Section 19 of the Note sets
forth certain amounts, obligations and
other liabilities for which Borrower is
fully liable to Lender (the
"NON-RECOURSE CARVEOUT OBLIGATIONS"),
notwithstanding limitations on Borrower's
liability pursuant to said Section 19 of
the Note; and
C. As a condition to making the
Loan, Lender has required that Borrower
as Guarantor expressly and explicitly and
separately guarantee the payment of
the Non-Recourse Carveout Obligations and
performance of the obligations set
forth in Section 1 below (the "GUARANTEED
OBLIGATIONS").
AGREEMENT:
NOW, THEREFORE,
as a material inducement to Lender to agree to make the
Loan to Borrower, and for other good and
valuable consideration, the receipt and
sufficiency of which are hereby
acknowledged, Guarantor hereby does irrevocably
and unconditionally warrant and represent
unto and covenant with Lender as
follows:
1. GUARANTY. Guarantor hereby
(a) guarantees unto Lender the full and
timely payment of the amounts due, or to
become due, to Lender under the
Non-Recourse Carveout Obligations and (b)
agrees with Lender to pay to Lender
(i) the amounts due under the Non-Recourse
Carveout Obligations within five (5)
days from the date Lender notifies
Guarantor of Borrower's failure to pay the
same, if and when the same becomes due, and
at the place specified in the Note
for payment and (ii) Lender's reasonable
attorneys' fees and all court costs
incurred by Lender in enforcing or
protecting any of Lender's rights, remedies
or recourses hereunder.
<Page>
Loan No. 6518217
Guarantor is not hereby guaranteeing
payment of any portion of the indebtedness
or performance of any portion of the
obligations under the documents evidencing,
securing, guaranteeing or executed in
connection with the Loan (the "LOAN
DOCUMENTS"), other than the Non-Recourse
Carveout Obligations.
2. GUARANTOR'S REPRESENTATIONS
AND WARRANTIES. Guarantor hereby warrants
and represents unto Lender as follows:
(a) that this Guaranty
constitutes the legal, valid and binding
obligation of Guarantor and is fully
enforceable against Guarantor in accordance
with its terms;
(b) Guarantor is solvent and the
execution of this Guaranty does not
render Guarantor insolvent. Any and all
financial statements, balance sheets,
net worth statements and other financial
data which have heretofore been
furnished to Lender with respect to
Guarantor fairly and accurately present the
financial condition of Guarantor as of the
date they were furnished to Lender
and, since that date, there has been no
material adverse change in the financial
condition of Guarantor;
(c) that there are no
legal proceedings or material claims or demands
pending against or, to the best of
Guarantor's knowledge threatened against,
Guarantor or any of its assets;
(d) that the execution
and delivery of this Guaranty and the
assumption of liability hereunder have been
in all respects authorized and
approved by Guarantor; Guarantor has full
authority and power to execute this
Guaranty and to perform its obligations
hereunder; and
(e) that neither the
execution nor the delivery of this Guaranty nor
the fulfillment and compliance with the
provisions hereof will conflict with,
result in a breach of, constitute a default
under or result in the creation of
any lien, charge, or encumbrance upon any
property or assets of Guarantor under
any agreement or instrument to which
Guarantor is now a party or by which it may
be bound.
3. WAIVER. Guarantor hereby
waives (a) for itself as Guarantor but not
for itself in its capacity as Borrower all
notices of acceptance hereof,
protest, demand and dishonor, presentment,
notice of nonpayment, notice of
intention to accelerate maturity, notice of
acceleration of maturity and all
notices and demands of any kind now or
hereafter provided for by any statute or
rule of law other than the five (5) day
notice referred to in Paragraph 1 above,
(b) any and all requirements that Lender
institute any action or proceeding, or
exhaust or attempt to enforce any or all of
Lender's right, remedies or
recourses against Borrower or anyone else
or in respect of any mortgaged
property or collateral covered by any Loan
Documents, or join Borrower or any
other persons liable on the Non-Recourse
Carveout Obligations in any action to
enforce this Guaranty as a condition
precedent to bringing an action against
Guarantor upon this Guaranty, it being
expressly agreed that the liability of
Guarantor hereunder shall be primary and
not secondary, (c) any defense arising
by reason of any disability, insolvency,
lack of authority
- 2 -
<Page>
Loan No. 6518217
or power, death, insanity, minority,
dissolution or any other defense of
Borrower, or any other surety, co-maker,
endorser or guarantor of the
Non-Recourse Carveout Obligations (even
though rendering same void,
unenforceable or otherwise uncollectible),
it being agreed that Guarantor shall
remain liable hereon regardless of whether
Borrower or any other such person be
found not liable thereon for any reason,
(d) all suretyship defenses of every
kind and nature and (e) any claim Guarantor
might otherwise have against Lender
by virtue of Lender's invocation of any
right, remedy or recourse permitted it
hereunder or under the Loan Documents. This
is a guaranty of payment and not a
guaranty of collection.
4. SUBSEQUENT ACTS. Guarantor
hereby agr
