CMGI DEBT RESTRUCTURING

CMGI DEBT RESTRUCTURING. In consideration for the Units and for Seller's consummation of the other transactions set forth in Section 2.01 of the Transaction Agreement (the "CMGI DEBT RESTRUCTURING"), at the Closing, Buyer shall deliver to Seller the Notes for cancellation thereof (together with any accrued and unpaid interest thereon), as provided herein and in the Transaction Agreement.