DS9 Document EFTA01023518

From: To: Subject: Date: Attachments: David Mitchell Jeffrey Epstein <[email protected]> Fwd: Life Hotel-DB Sat, 16 Sep 2017 16:13:06 +0000 Amended_Restated_and_Consolidated_Loan_Agreement_DB-Life_(2017).pdf; ATT00001.htm; Permitted_Transfersn Life_Hotel-DB_Loan_Agreement.pdf; ATT00002.htm; Transfer_Restrictionn Life_Hotel-DB_Loan_Agreement.pdf; ATT00003.htm thank you again,might have a solution see below, DAVID MITCHELL Mitchell Holdings LLC 801 Madison Avenue New York NY 10065 USA Begin forwarded message: From: "Danow, Matthew" To: "David Mitchell" Subject: Life Hotel-DB David-Attached are (i) the Loan Agreement for the DB loan, (ii) the broken out pages containing the restrictions on transfers (with the restriction I believe applies highlighted) and (iii) the broken out pages containing "Permitted Transfer" provisions. I think we can argue that the granting of the option to Arcade to purchase your equity which is exercisable only by repaying DB would fall within clause (f) of "Permitted Transfers", as it would meet all of the criteria. The clause is highlighted in the attachment. I'll call you a bit later to discuss. Regards, Matt This e-mail and any attached file is intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. Dissemination, distribution or copying of this e-mail or the information herein by anyone other than the intended recipient, or an employee or agent responsible for delivering the message to the intended reci ient, is rohibited. If you have received this email in error, please immediately notify us by calling Adam Rosenfeld at or email to EFTA01023518 NOTICE: Unless a contrary intent is expressly stated in this email, the contents of this email and any attachments are being transmitted for discussion purposes only and shall not be deemed an offer, acceptance or rejection of any offer, nor binding upon the sender, our clients or the party on behalf of whom this email was sent. EFTA01023519