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29. Governing Law and Jurisdiction. This Agreement has been delivered to and accepted by Bank and will be deemed to be made in the State where Bank's office indicated above is located. THIS AGREEMENT WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE WHERE BANK'S OFFICE INDICATED ABOVE IS LOCATED, EXCLUDING ITS CONFLICT OF LAWS RULES. Each of Borrower, Mezzanine Borrower and Creditor hereby irrevocably consents to the exclusive jurisdiction of any state or federal court in the county or judicial district where Bank's office indicated above is located; provided that nothing contained in this Agreement will prevent Bank from bringing any action, enforcing any award or judgment or exercising any rights against Borrower, Mezzanine Borrower or Creditor individually, against any security or against any property of Borrower within any other county, state or other foreign or domestic jurisdiction. The parties hereto agree that the venue provided above is the most convenient forum for each of the parties. Each of Borrower, Mezzanine Borrower and Creditor waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Agreement. 30. WAIVER OF JURY TRIAL. EACH OF BORROWER, MEZZANINE BORROWER, CREDITOR AND BANK IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS AGREEMENT, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. BORROWER, MEZZANINE BORROWER, CREDITOR AND BANK ACKNOWLEDGE THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY. 31. Subordination of Development Agreement. Creditor and the City hereby agree that, upon an Event of Default, Bank may elect, in an instrument to be recorded in the Anoka County, Minnesota land record and delivered to the City and Creditor prior to commencement of proceedings to foreclose the Mortgage, to either: (i) 1616593v10 (4982- 95337) treat the Development Agreement as being subordinate to the lien of the Mortgage such that the foreclosure of the Mortgage and the failure of any owner to redeem the Real Estate from such foreclosure will extinguish and terminate the Development Agreement, and the TIF Note (but not the Assessment Agreement (as defined in the Development Agreement)) will automatically be canceled and rescinded; or (ii) treat the Development Agreement as having priority over the Mortgage, in which case the Development Agreement and the TIF Note will survive foreclosure of the Mortgage and the Development Agreement will be binding upon the holder of the Sheriff's Certificate in conjunction with the foreclosure of the Mortgage. If Bank fails to notify the City and Creditor of its election under this Section on or before the commencement of foreclosure proceedings, Bank shall have been deemed to have elected to 12