By Navient. As of the Effective Time and to the extent not otherwise licensed by SMI to Private ServiceCo pursuant to Section 2.1(k)(iv), Navient and the other members of the Navient Group hereby grant to SLM BankCo and the other members of the SLM BankCo Group a non-exclusive, perpetual, royalty-free, transferable, assignable, sublicenseable, worldwide right and license to all (x) Other IP constituting Navient Intellectual Property, (y) Navient Software and (z) Navient Technology, in each case that is owned by Navient or the other members of the Navient Group and is used or held for use in the Pre-Separation Consumer Banking Business, including Intellectual Property, Software and Technology that are an integral part of the Private Loan Servicing Business Systems, but excluding Intellectual Property, Software and Technology that are an integral part of the Excluded Systems (the “Navient Licensed Materials”), and including, but not limited to the right to reproduce, use, develop, improve, perform, display, distribute, sell, offer to sell, nonexclusively license and sublicense, create derivative works from, and otherwise fully exploit without restriction, the Navient Licensed Materials. Further, as of the Effective Time, Navient and the other members of the Navient Group hereby grant to SLM BankCo and the other members of the SLM BankCo Group a non-exclusive, perpetual, royalty-free, non-transferable, non-assignable, non-sublicenseable, worldwide right and license to all Navient Licensed Systems, including the right to reproduce, use, develop, improve, perform, and create derivative works from such Navient Licensed Systems solely for SLM BankCo’s and the other members of the SLM BankCo Group’s internal business purposes. The Navient Licensed Materials and Navient Licensed Systems shall be provided on an “AS IS” basis and without warranty of any kind.
By Navient. Navient represents and warrants to Servicer, as of the Effective Date and throughout the Master Term and Termination Assistance Period(s) that:
By Navient. Navient shall have the right in its sole discretion to transfer or assign its rights and obligations under the Agreement, in whole or in part, upon prompt notice to Servicer, to: (i) one or more Affiliates of Navient; (ii) a purchaser or acquirer of all or substantially all of the capital stock or other equity interests or assets of Navient or any assignee thereof; (iii) an entity with which Navient or any assignee thereof under the Agreement consolidates or merges; or (iv) otherwise pursuant to a Change in Control of Navient.
By Navient. As of the Effective Time and to the extent not otherwise licensed by SMI to PrivateServiceCo pursuant to Section 2.1(k)(iv), Navient and the members of the Navient Group hereby grant to SLM BankCo and the other members of the SLM BankCo Group a non-exclusive, perpetual, royalty-free, transferable, assignable, sublicenseable, worldwide right and license to all (x) Other IP constituting Navient Intellectual Property, (y) Navient Software and (z) Navient Technology, in each case that is used or held for use in the Pre-Separation Consumer Banking Business, including Intellectual Property, Software and Technology that are an integral part of the Private Loan Servicing Business Systems, but excluding Intellectual Property, Software and Technology that are an integral part of the Excluded Systems (the “Navient Licensed Materials”), and including, but not limited to the right to reproduce, use, develop, improve, perform, display, distribute, sell, offer to sell, nonexclusively license and sublicense, create derivative works from, and otherwise fully exploit without restriction, the Navient Licensed Materials.
