Substation Modification Costs. (i) Generator shall pay Con Edison, (a) for the actual Substation Modification Costs and (b) the actual costs of engineering and installing the Attachment Facilities in the Substation, in accordance with the terms and procedures set forth in Annex IV; provided that Generator shall not be obligated to pay any such costs as it may prove to have been imprudently incurred. Estimated Substation Modification Costs are set out in Annex IV, as that annex may be supplemented or amended from time to time. However, that estimate shall not diminish, change, or affect Generator’s obligation to pay to Con Edison all costs that Con Edison actually incurs, including those that exceed such estimate, in connection with the Substation Modifications and the installation and connection of Generator Assets in the Substation.
(ii) In order to undertake the Substation Modifications and to install and connect Generator Assets in the Substation, it will be necessary for Con Edison to enter into contracts with equipment suppliers and engineering and construction firms (collectively, the “Supplier/Contractor Contracts”). Because of those Supplier/Contractor Contracts and the nature of the Substation Modifications, Con Edison will have only limited ability to terminate the construction of the Substation Modifications and installation of the Attachment Facilities once such work has commenced. Accordingly, if this Agreement is terminated prior to the completion of the Substation Modifications and the Attachment Facilities for any reason referenced in Section 5.01(b) (“Construction Period Termination”), Con Edison shall have the right, but not the obligation to terminate any Supplier/Contractor Contracts that it executed in connection with the Substation Modifications or the installation and connection of the Generator Assets in the Substation.
(iii) To the extent that Con Edison does not so terminate a Supplier/Contractor Contract, Generator shall remain liable under Section 3.15(b)(i) for the costs incurred pursuant to such contract before and after termination of this Agreement. To the extent that Con Edison does so terminate a Supplier/ Contractor Contract, Con Edison may incur costs and liabilities in connection with the contract termination and/or removal of construction work in progress from the Substation (“Cancellation Costs”). In that event, Generator shall be liable for and pay Con Edison for all Cancellation Costs. If Generator fails to make such payment, Con Edison shall hav...
