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(i) providing at Developer's expense and subject to Developer's request and prior <br />approval, reasonable overtime staff assistance and/or staff consultants for <br />planning and processing of each Subsequent Approval application; (ii) if legally <br />required, providing notice and holding public hearings; and (iii) acting on any <br />such Subsequent Approval application. City shall ensure that adequate staff is <br />available, and shall authorize overtime staff assistance as may be necessary, to <br />timely process such Subsequent Approval application. <br />Section 5.04. Review of Subsequent Approvals. Subject to this Agreement, City <br />shall be entitled to exercise its discretion with respect to Subsequent Approvals <br />by assessing whether an application for a Subsequent Approval is consistent with <br />the Project Approvals and any prior Subsequent Approvals. City may deny an <br />application for a Subsequent Approval only if such application is not in <br />substantial conformance with this Agreement or Applicable Law, defined below, <br />or does not substantially comply with the Project Approvals (provided, however, <br />that inconsistency with the Project Approvals shall not constitute grounds for <br />denial of a Subsequent Approval which is requested by Developer as an <br />amendment to that Project Approval). City may approve an application for such <br />a Subsequent Approval subject to any conditions necessary to bring the <br />Subsequent Approval into compliance with this Agreement or Applicable Law, <br />or is necessary to make this Subsequent Approval consistent with the Project <br />Approvals. If City denies any application for a Subsequent Approval, City must <br />specify in writing the reasons for such denial and may suggest a modification <br />which would be approved. Any such specified modifications must be consistent <br />with this Agreement, Applicable Law and the Project Approvals, and City shall <br />approve the application if it is subsequently resubmitted for City review and <br />addresses the reason for the denial in a manner that is consistent with this <br />Agreement, Applicable Law and the Project Approvals. <br />Section 5.05. Specific Subsequent Approvals. In addition to the other general <br />covenants concerning processing of Subsequent Approvals set forth in this <br />Agreement, upon the filing of any application for a Subsequent Approvals, City <br />shall, to the maximum extent permitted by law, promptly and diligently <br />commence and complete all steps (including noticing and public hearings) <br />necessary to act on such contemplated Subsequent Approval application. City <br />shall, to the maximum extent permitted by law, not use its discretionary authority <br />in considering these Subsequent Approval applications to revisit or frustrate the <br />policy decisions or material terms reflected by the Project Approvals. <br />Section 5.06. Other Government Permits. At Developer's sole discretion and in <br />accordance with Developer's construction schedule, Developer shall apply for <br />such other permits and approvals as may be required by other governmental or <br />quasi-governmental entities in connection with the development of, or the <br />provision of services to, the Project. City shall cooperate with Developer in its <br />efforts to obtain such permits and approvals and shall, from time to time at the <br />request of Developer, use its best efforts to enter into binding agreements with <br />54393~84008v3 <br />