As of the Closing Date, such Grantor has no Material Contracts or inbound licenses of Material Intellectual Property which are non-assignable by their terms, or as a matter of law, or which prevent the granting of a security interest therein, except for those Material Contracts noted in Schedule 6.24 to the Disclosure Letter as being non-assignable, or in relation to Material Contracts that are included as Collateral solely as a result of the operation of 9-406 or 9-408 of the UCC.