TxDOT Step-in Rights. Upon the occurrence of a Maintenance Contractor Default and expiration, without full and complete cure, of the cure period, if any, available to Maintenance Contractor, and without waiving or releasing Maintenance Contractor from any obligations, TxDOT shall have the right, but not the obligation, for so long as such Maintenance Contractor Default remains uncured by TxDOT or Maintenance Contractor, to pay any obligees of Maintenance Contractor and perform all or any portion of Maintenance Contractor's obligations and the Maintenance Services that are the subject of such Maintenance Contractor Defaults, as well as any other then-existing breaches or failures to perform for which Maintenance Contractor received prior written notice from TxDOT but has not commenced diligent efforts to cure.
12.3.9.1 In connection with such action, TxDOT may, to the extent and only to the extent reasonably required for or incident to curing the Maintenance Contractor Default or such other breaches or failures to perform for which Maintenance Contractor received prior written notice from TxDOT but has not commenced and continued diligent efforts to cure:
(a) Employ security guards and other safeguards to protect the Project;
(b) Spend such sums as are reasonably necessary to employ and pay such architects, engineers, consultants and contractors and obtain materials and equipment as may be required, without obligation or liability to Maintenance Contractor, Subcontractors or any other Persons for loss of opportunity to perform the same Maintenance Services or supply the same materials and equipment;
(c) Draw on and use proceeds from letters of credit, or make a claim against payment and performance bonds, guarantees and other performance security and use the proceeds to the extent available under the terms thereof to pay such sums;
(d) Execute all applications, certificates and other documents as may be required;
(e) Make decisions respecting, assume control over and continue the Maintenance Services as may be reasonably required;
(f) Meet with, coordinate with, direct and instruct Subcontractors and suppliers, process invoices and applications for payment from contractors and suppliers, pay Subcontractors and Suppliers, and resolve claims of Subcontractors and Suppliers, and for this purpose Maintenance Contractor irrevocably appoints TxDOT as its attorney-in-fact will full power and authority to act for and bind Maintenance Contractor in its place and stead;
(g) Take any and a...
