Common use of Limited Recourse; Non-Petition Clause in Contracts

Limited Recourse; Non-Petition. (a) Each of the Collateral Manager and each Secured Party acknowledges that the Borrower is a special purpose entity and that none of the directors, officers, incorporators, shareholders, partners, members, managers, agents or employees of the Borrower (including, without limitation, any Equityholder and any Affiliate thereof) shall be personally liable for any of the obligations of the Borrower under this Agreement. The Borrower’s sole source of funds for payment of all amounts due hereunder shall be the Collateral, and, upon application of the proceeds of the Collateral and its reduction to zero in accordance with the terms and under the circumstances described herein, all obligations of and all claims against the Borrower under this Agreement, any Note or under any other Facility Document shall extinguish and shall not thereafter revive. No recourse shall be had for the payment of any amount owing in respect of the Advances against the Equityholder, the Collateral Manager or any Affiliate, shareholder, partner, manager, officer, director, employee or member of the Borrower, the Equityholder or the Collateral Manager or their respective successors or assigns or, except as specifically set forth in this Agreement (including, but not limited to Section 13.04(c)) and in the other Facility Documents, for any other amounts payable in respect of the Obligations or the Facility Documents. (b) Each of the Collateral Manager and each Secured Party hereby agrees not to institute against, or join, cooperate with or encourage any other Person in instituting against, the Borrower any bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding or other proceeding under federal or state bankruptcy or similar laws until at least one year and one day, or, if longer, the applicable preference period then in effect plus one day, after the payment in full of all outstanding Obligations and the termination of all Individual Lender Maximum Funding Amounts; provided that nothing in this Section 13.17 shall preclude, or be deemed to prevent, any Secured Party (a) from taking any action prior to the expiration of the aforementioned one year and one day period, or, if longer, the applicable preference period then in effect, in (i) any case or proceeding voluntarily filed or commenced by the Borrower or (ii) any involuntary insolvency proceeding filed or commenced against the Borrower by a Person other than any such Secured Party, or (b) from commencing against the Borrower or any properties of the Borrower any legal action which is not a bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding or other proceeding under federal or state bankruptcy or similar laws. The provisions of this paragraph shall survive the termination of this Agreement. The provisions of this Section 13.17 are a material inducement for the Secured Parties to enter into this Agreement and the transactions contemplated hereby and are an essential term hereof. The parties hereby agree that monetary damages are not adequate for a breach of the provisions of this Section 13.17 and the Administrative Agent may seek and obtain specific performance of such provisions (including injunctive relief), including, without limitation, in any bankruptcy, reorganization, arrangement, winding up, insolvency, moratorium, winding up or liquidation proceedings, or other proceedings under United States federal or state bankruptcy laws, or any similar laws.

Limited Recourse; Non-Petition. (a) Each of the Collateral Manager Servicer and each Secured Party acknowledges that the Borrower is a special purpose entity and that none of the directors, officers, incorporators, shareholders, partners, members, managers, agents or employees of the Borrower (including, without limitation, any Equityholder and any Affiliate thereof) shall be personally liable for any of the obligations of the Borrower under this Agreement. The Borrower’s sole source of funds for payment of all amounts due hereunder shall be the Collateral, and, upon application of the proceeds of the Collateral and its reduction to zero in accordance with the terms and under the circumstances described herein, all obligations of and all claims against the Borrower under this Agreement, any Note or under any other Facility Document shall extinguish and shall not thereafter revive. No recourse shall be had for the payment of any amount owing in respect of the Advances against the Equityholder, the Collateral Manager Servicer or any Affiliate, shareholder, partner, manager, officer, director, employee or member of the Borrower, the Equityholder or the Collateral Manager Servicer or their respective successors or assigns or, except as specifically set forth in this this Agreement (including, but not limited to Section 13.04(c)) and in the other Facility Documents, for any other amounts payable in respect of the Obligations or the Facility Documents. (b) Each of the Collateral Manager Servicer and each Secured Party hereby agrees not to institute against, or join, cooperate with or encourage any other Person in instituting against, the Borrower any bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding or other proceeding under federal or state bankruptcy or similar laws until at least one year and one day, or, if longer, the applicable preference period then in effect plus one day, after the payment in full of all outstanding Obligations and the termination of all Individual Lender Maximum Funding Amounts; provided that nothing in this Section 13.17 shall preclude, or be deemed to prevent, any Secured Party (a) from taking any action prior to the expiration of the aforementioned one year and one day period, or, if longer, the applicable preference period then in effect, in (i) any case or proceeding voluntarily filed or commenced by the Borrower or (ii) any involuntary insolvency proceeding filed or commenced against the Borrower by a Person other than any such Secured Party, or (b) from commencing against the Borrower or any properties of the Borrower any legal action which is not a bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding or other proceeding under federal or state bankruptcy or similar laws. The provisions of this paragraph shall survive the termination of this Agreement. The provisions of this Section 13.17 are a material inducement for the Secured Parties to enter into this Agreement and the transactions contemplated hereby and are an essential term hereof. The parties hereby agree that monetary damages are not adequate for a breach of the provisions of this Section 13.17 and the Administrative Agent may seek and obtain specific performance of such provisions (including injunctive relief), including, without limitation, in any bankruptcy, reorganization, arrangement, winding up, insolvency, moratorium, winding up or liquidation proceedings, or other proceedings under United States federal or state bankruptcy laws, or any similar laws.

Limited Recourse; Non-Petition. (a) Each of the Collateral Manager Investment Advisor and each Secured Party acknowledges that the Borrower is a special purpose entity and that none of the directors, officers, incorporators, shareholders, partners, members, managers, agents or employees of the Borrower (including, without limitation, any Equityholder and any Affiliate thereof) shall be personally liable for any of the obligations of the Borrower under this Agreement. The Borrower’s sole source of funds for payment of all amounts due hereunder shall be the Collateral, and, upon application of the proceeds of the Collateral and its reduction to zero in accordance with the terms and under the circumstances described herein, all obligations of and all claims against the Borrower under this Agreement, any Note or under any other Facility Document shall extinguish and shall not thereafter revive. No recourse shall be had for the payment of any amount owing in respect of the Advances against the Equityholder, the Collateral Manager Investment Advisor or any Affiliate, shareholder, partner, manager, officer, director, employee or member of the Borrower, the Equityholder or the Collateral Manager Investment Advisor or their respective successors or assigns or, except as specifically set forth in this Agreement (including, but not limited to Section 13.04(c)) and in the other Facility Documents, for any other amounts payable in respect of the Obligations or the Facility Documents. (b) Each of the Collateral Manager Investment Advisor and each Secured Party hereby agrees not to institute against, or join, cooperate with or encourage any other Person in instituting against, the Borrower any bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding or other proceeding under federal or state bankruptcy or similar laws until at least one year and one day, or, if longer, the applicable preference period then in effect plus one day, after the payment in full of all outstanding Obligations and the termination of all Individual Lender Maximum Funding Amounts; provided that nothing in this Section 13.17 shall preclude, or be deemed to prevent, any Secured Party (a) from taking any action prior to the expiration of the aforementioned one year and one day period, or, if longer, the applicable preference period then in effect, in (i) any case or proceeding voluntarily filed or commenced by the Borrower or (ii) any involuntary insolvency proceeding filed or commenced against the Borrower by a Person other than any such Secured Party, or (b) from commencing against the Borrower or any properties of the Borrower any legal action which is not a bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding or other proceeding under federal or state bankruptcy or similar laws. The provisions of this paragraph shall survive the termination of this Agreement. The provisions of this Section 13.17 are a material inducement for the Secured Parties to enter into this Agreement and the transactions contemplated hereby and are an essential term hereof. The parties hereby agree that monetary damages are not adequate for a breach of the provisions of this Section 13.17 and the Administrative Agent may seek and obtain specific performance of such provisions (including injunctive relief), including, without limitation, in any bankruptcy, reorganization, arrangement, winding up, insolvency, moratorium, winding up or liquidation proceedings, or other proceedings under United States federal or state bankruptcy laws, or any similar laws.

Limited Recourse; Non-Petition. (a) Each of the Collateral Manager Servicer and each Secured Party acknowledges that the Borrower is a special purpose entity and that none of the directors, officers, incorporators, shareholders, partners, members, managers, agents or employees (collectively, the “Relevant Agents”) of the Borrower (including, without limitation, any Equityholder and any Affiliate thereof) shall be personally liable for any of the obligations of the Borrower under this Agreement. The Borrower’s sole source of funds for payment of all amounts due hereunder shall be the Collateral, and, upon application of the proceeds of the Collateral and its reduction to zero in accordance with the terms and under the circumstances described herein, all obligations of and all claims against the Borrower under this Agreement, any Note or under any other Facility Document shall extinguish and shall not thereafter revive. No recourse shall be had for the payment of any amount owing in respect of the Advances against the Equityholder, the Collateral Manager Servicer or any Affiliate, shareholder, partner, manager, officer, director, employee or member of the Borrower, the Equityholder or the Collateral Manager Servicer or their respective successors or assigns or, except as specifically set forth in this this Agreement (including, but not limited to Section 13.04(c)) and in the other Facility Documents, for any other amounts payable in respect of the Obligations or the Facility Documents. (ba) Each of the Collateral Manager Servicer and each Secured Party hereby agrees not to institute against, or join, cooperate with or encourage any other Person in instituting against, the Borrower any bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding or other proceeding under federal or state bankruptcy or similar laws until at least one year and one day, or, if longer, the applicable preference period then in effect plus one day, after the payment in full of all outstanding Obligations and the termination of all Individual Lender Maximum Funding AmountsCommitments; provided that nothing in this Section 13.17 shall preclude, or be deemed to prevent, any Secured Party (a) from taking any action prior to the expiration of the aforementioned one year and one day period, or, if longer, the applicable preference period then in effect, in (i) any case or proceeding voluntarily filed or commenced by the Borrower or (ii) any involuntary insolvency proceeding filed or commenced against the Borrower by a Person other than any such Secured Party, or (b) from commencing against the Borrower or any properties of the Borrower any legal action which is not a bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding or other proceeding under federal or state bankruptcy or similar laws. The provisions of this paragraph shall survive the termination of this Agreement. The provisions of this Section 13.17 are a material inducement for the Secured Parties to enter into this Agreement and the transactions contemplated hereby and are an essential term hereof. The parties hereby agree that monetary damages are not adequate for a breach of the provisions of this Section 13.17 and the Administrative Agent may seek and obtain specific performance of such provisions (including injunctive relief), including, without limitation, in any bankruptcy, reorganization, arrangement, winding up, insolvency, moratorium, winding up or liquidation proceedings, or other proceedings under United States federal or state bankruptcy laws, or any similar laws.

Limited Recourse; Non-Petition. (a) Each Notwithstanding any other provision of the Collateral Manager and each Secured Party acknowledges that the Borrower is this Agreement or any other document to which it may be a special purpose entity and that none of the directorsparty, officers, incorporators, shareholders, partners, members, managers, agents or employees of the Borrower (including, without limitation, any Equityholder and any Affiliate thereof) shall be personally liable for any of the obligations of each SPV Party from time to time and at any time hereunder are limited recourse obligations of such SPV Party and are payable solely from the Borrower under this Agreement. The Borrower’s sole source assets thereof available at such time and amounts derived therefrom and following realization of funds for payment the assets of all amounts due hereunder shall be the Collateralsuch SPV Party, and, upon and application of the Proceeds (including proceeds of the Collateral and its reduction assets upon which a Lien was purported to zero be granted) thereof in accordance with the terms and under the circumstances described hereinthis Agreement, all obligations of and all any remaining claims against the Borrower under this Agreement, any Note such SPV Party hereunder or under any other Facility Document in connection herewith after such realization shall extinguish be extinguished and shall not thereafter revive. No recourse shall be had for the payment of against any amount owing in respect of the Advances against the Equityholder, the Collateral Manager or any Affiliate, shareholder, partner, manager, officer, director, employee employee, shareholder, administrator or member incorporator of the Borrower, the Equityholder or the Collateral Manager SPV Parties or their respective successors or assigns orfor any amounts payable hereunder. Notwithstanding any other provision of this Agreement, except as specifically set forth in this Agreement no Person may, prior to the date which is one year (includingor if longer, but not limited to Section 13.04(c)any applicable preference period) and in one day after the other Facility DocumentsDischarge of Senior Secured Debt Obligations, for any other amounts payable in respect of the Obligations or the Facility Documents. (b) Each of the Collateral Manager and each Secured Party hereby agrees not to institute against, or join, cooperate with or encourage join any other Person in instituting against, the Borrower SPV Parties any bankruptcyInsolvency or Liquidation Proceeding, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding or other proceeding proceedings under Cayman Islands, U.S. federal or state bankruptcy or similar laws until at least one year and one day, or, if longer, the applicable preference period then in effect plus one day, after the payment in full of all outstanding Obligations and the termination of all Individual Lender Maximum Funding Amounts; provided that nothing laws. Nothing in this Section 13.17 10.22 shall preclude, or be deemed to preventestop, any Secured Party the parties hereto (ai) from taking any action prior to the expiration of the aforementioned one year and one day period, or, if longer, the applicable preference period then in effect, in (iA) any case or proceeding Insolvency or Liquidation Proceeding voluntarily filed or commenced by the Borrower any SPV Party or (B) any involuntary Insolvency or Liquidation Proceeding filed or commenced by any other non-affiliated Person, or (ii) any involuntary insolvency proceeding filed or commenced against the Borrower by a Person other than any such Secured Party, or (b) from commencing against the Borrower any SPV Party or any properties of the Borrower its property any legal action which is not a bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium an Insolvency or liquidation proceeding or other proceeding under federal or state bankruptcy or similar lawsLiquidation Proceeding. The provisions of this paragraph shall survive It is understood that the termination of this Agreement. The foregoing provisions of this Section 13.17 are a material inducement for shall not (x) prevent recourse to the Secured Parties to enter into this Agreement and the transactions contemplated hereby and are an essential term hereof. The parties hereby agree that monetary damages are not adequate for a breach assets of the SPV Parties (including, in the case of Loyalty Co and Hold Co 3, the Collateral and sums due or to become due under any security, instrument or agreement which is part of the Collateral) or (y) constitute a waiver, release or discharge of any Indebtedness or obligation secured hereby until all assets of SPV Parties (including, in the case of Loyalty Co and Hold Co 3, the Collateral and sums due or to become due under any security, instrument or agreement which is part of the Collateral) have been realized. It is further understood that the foregoing provisions of this Section 13.17 and shall not limit the Administrative Agent may seek and obtain specific performance right of such provisions (including injunctive relief), including, without limitation, any Person to name any SPV Party as a party defendant in any bankruptcyproceeding or in the exercise of any other remedy hereunder, reorganization, arrangement, winding up, insolvency, moratorium, winding up so long as no judgment in the nature of a deficiency judgment or liquidation proceedings, seeking personal liability shall be asked for or other proceedings under United States federal or state bankruptcy laws, or (if obtained) enforced against any similar lawssuch Persons.

Limited Recourse; Non-Petition. (a) Each of Lender and the Collateral Manager and each Secured Party Agents acknowledges that the Borrower is a special purpose entity and that none of the directors, officers, incorporators, shareholders, partners, members, managers, agents or employees of the Borrower (includingor the directors, without limitationofficers, any Equityholder and any Affiliate thereof) incorporators, shareholders, partners, agent or employees thereof shall be personally liable for any of the obligations of the Borrower under this Agreement. The Notwithstanding anything to the contrary contained herein, if the Closing Date does not occur, the Borrower’s sole source of funds for payment of all amounts due hereunder shall be the Collateral, and, upon application of the proceeds of the Collateral and its reduction to zero in accordance with the terms and under the circumstances described hereinherein (including the Priority of Payments), all obligations of and all claims against the Borrower under this Agreement, any Note Agreement or under any other Facility Loan Document shall extinguish and shall not thereafter revive. No recourse Except as expressly provided herein, there shall be had no recourse for the payment of any amount owing in respect of by the Advances Borrower hereunder against the Equityholder, the Collateral Manager any other party hereto or any Affiliate, shareholder, partner, manager, officer, director, employee employee, shareholder, incorporator or member other Affiliate of such Person or any entity controlling such Person. The obligations under this Section 12.15(a) shall survive the termination of this Agreement and the payment of the Borrower, the Equityholder or the Collateral Manager or their respective successors or assigns or, except as specifically set forth in this Agreement (including, but not limited to Section 13.04(c)) and in the other Facility Documents, for any other amounts payable in respect of the Obligations or the Facility DocumentsObligations. (b) Each of party (other than the Collateral Manager and each Secured Party hereby Borrower) agrees not to institute against, or join, cooperate with or encourage any other Person in instituting against, cause the filing of a petition for the winding up of the Borrower or any bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding or other proceeding under federal or state bankruptcy or similar laws Tax Subsidiary for the non-payment of any amounts provided in this Agreement until at least one year and one day, or, if longer, the applicable preference period then in effect plus one day, after the payment in full of all outstanding Obligations and the termination of all Individual Lender Maximum Funding Amounts; provided that nothing in this Section 13.17 shall preclude, or be deemed to prevent, any Secured Party (a) from taking any action prior to the expiration of the aforementioned one year and one day period, or, if longer, the applicable preference period then in effect) plus one day, after the payment in (i) any case or proceeding voluntarily filed or commenced by the Borrower or (ii) any involuntary insolvency proceeding filed or commenced against the Borrower by a Person other than any such Secured Party, or (b) from commencing against the Borrower or any properties full of the Borrower any legal action which is not a bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding or other proceeding under federal or state bankruptcy or similar lawsall Obligations. The provisions of obligations under this paragraph Section 12.15(b) shall survive the termination of this Agreement. The provisions of this Section 13.17 are a material inducement for the Secured Parties to enter into this Agreement and the transactions contemplated hereby and are an essential term hereof. The parties hereby agree that monetary damages are not adequate for a breach payment of the provisions of this Section 13.17 and the Administrative Agent may seek and obtain specific performance of such provisions (including injunctive relief), including, without limitation, in any bankruptcy, reorganization, arrangement, winding up, insolvency, moratorium, winding up or liquidation proceedings, or other proceedings under United States federal or state bankruptcy laws, or any similar lawsObligations.

Limited Recourse; Non-Petition. (a) Each of the Collateral Manager Servicer and each Secured Party acknowledges that the Borrower is a special purpose entity and that none of the directors, officers, incorporators, shareholders, partners, members, managers, agents or employees (collectively, the “Relevant Agents”) of the Borrower (including, without limitation, any Equityholder and any Affiliate thereof) shall be personally liable for any of the obligations of the Borrower under this Agreement. The Borrower’s sole source of funds for payment of all amounts due hereunder shall be the Collateral, and, upon application of the proceeds of the Collateral and its reduction to zero in accordance with the terms and under the circumstances described herein, all obligations of and all claims against the Borrower under this Agreement, any Note or under any other Facility Document shall extinguish and shall not thereafter revive. No recourse shall be had for the payment of any amount owing in respect of the Advances against the Equityholder, the Collateral Manager Servicer or any Affiliate, shareholder, partner, manager, officer, director, employee or member of the Borrower, the Equityholder or the Collateral Manager Servicer or their respective successors or assigns or, except as specifically set forth in this Agreement (including, but not limited to Section 13.04(c)) and in the other Facility Documents, for any other amounts payable in respect of the Obligations or the Facility Documents. (b) Each of the Collateral Manager Servicer and each Secured Party hereby agrees not to institute against, or join, cooperate with or encourage any other Person in instituting against, the Borrower any bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding or other proceeding under federal or state bankruptcy or similar laws until at least one year and one day, or, if longer, the applicable preference period then in effect plus one day, after the payment in full of all outstanding Obligations and the termination of all Individual Lender Maximum Funding Amounts; provided that nothing in this Section 13.17 shall preclude, or be deemed to prevent, any Secured Party (a) from taking any action prior to the expiration of the aforementioned one year and one day period, or, if longer, the applicable preference period then in effect, in (i) any case or proceeding voluntarily filed or commenced by the Borrower or (ii) any involuntary insolvency proceeding filed or commenced against the Borrower by a Person other than any such Secured Party, or (b) from commencing against the Borrower or any properties of the Borrower any legal action which is not a bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding or other proceeding under federal or state bankruptcy or similar laws. The provisions of this paragraph shall survive the termination of this Agreement. The provisions of this Section 13.17 are a material inducement for the Secured Parties to enter into this Agreement and the transactions contemplated hereby and are an essential term hereof. The parties hereby agree that monetary damages are not adequate for a breach of the provisions of this Section 13.17 and the Administrative Agent may seek and obtain specific performance of such provisions (including injunctive relief), including, without limitation, in any bankruptcy, reorganization, arrangement, winding up, insolvency, moratorium, winding up or liquidation proceedings, or other proceedings under United States federal or state bankruptcy laws, or any similar laws.

Limited Recourse; Non-Petition. (a) Each of the Collateral Manager Servicer and each Secured Party acknowledges that the Borrower is a special purpose entity and that none of the directors, officers, incorporators, shareholders, partners, members, managers, agents or employees of the Borrower (including, without limitation, any Equityholder and any Affiliate thereof) shall be personally liable for any of the obligations of the Borrower under this Agreement. The Borrower’s sole source of funds for payment of all amounts due hereunder shall be the Collateral, and, upon application of the proceeds of the Collateral and its reduction to zero in accordance with the terms and under the circumstances described herein, all obligations of and all claims against the Borrower under this Agreement, any Note or under any other Facility Document shall extinguish and shall not thereafter revive. No recourse shall be had for the payment of any amount owing in respect of the Advances against the Equityholder, the Collateral Manager Servicer or any Affiliate, shareholder, partner, manager, officer, director, employee or member of the Borrower, the Equityholder or the Collateral Manager Servicer or their respective successors or assigns or, except as specifically set forth in this Agreement (including, but not limited to Section 13.04(c)) and in the other Facility Documents, for any other amounts payable in respect of the Obligations or the Facility Documents. (b) Each of the Collateral Manager Servicer and each Secured Party hereby agrees not to institute against, or join, cooperate with or encourage any other Person in instituting against, the Borrower any bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding or other proceeding under federal or state bankruptcy or similar laws until at least one year and one day, or, if longer, the applicable preference period then in effect plus one day, after the payment in full of all outstanding Obligations and the termination of all Individual Lender Maximum Funding Amounts; provided that nothing in this Section 13.17 shall preclude, or be deemed to prevent, any Secured Party (a) from taking any action prior to the expiration of the aforementioned one year and one day period, or, if longer, the applicable preference period then in effect, in (i) any case or proceeding voluntarily filed or commenced by the Borrower or (ii) any involuntary insolvency proceeding filed or commenced against the Borrower by a Person other than any such Secured Party, or (b) from commencing against the Borrower or any properties of the Borrower any legal action which is not a bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding or other proceeding under federal or state bankruptcy or similar laws. The provisions of this paragraph shall survive the termination of this Agreement. The provisions of this Section 13.17 are a material inducement for the Secured Parties to enter into this Agreement and the transactions contemplated hereby and are an essential term hereof. The parties hereby agree that monetary damages are not adequate for a breach of the provisions of this Section 13.17 and the Administrative Agent may seek and obtain specific performance of such provisions (including injunctive relief), including, without limitation, in any bankruptcy, reorganization, arrangement, winding up, insolvency, moratorium, winding up or liquidation proceedings, or other proceedings under United States federal or state bankruptcy laws, or any similar laws.

Limited Recourse; Non-Petition. (a) Each Notwithstanding any other provision of the Collateral Manager and each Secured Party acknowledges that the Borrower is a special purpose entity and that none of the directorsthis Agreement or any Operative Agreement, officers, incorporators, shareholders, partners, members, managers, agents or employees of the Borrower (including, without limitation, any Equityholder and any Affiliate thereof) shall be personally liable for any of the obligations of the Borrower to make any payments under this Agreement. The Borrower’s sole source , the Loans or any Operative Agreement shall be equal to the nominal amount of each payment or, if less, the actual amount received or recovered from time to time by or on behalf of the Borrower which consists of funds for which are entitled to be applied by the Borrower in making such payment of all amounts due hereunder shall be the Collateral, and, upon application of the proceeds of the Collateral and its reduction to zero in accordance with the terms Operative Agreements from the Collateral, including the proceeds of any contingent claims that are included in the Collateral, and no party hereto will have further recourse to the Borrower in respect of such obligations beyond its rights under this Agreement and the circumstances described hereinOperative Agreements. On enforcement of the Operative Agreements, after realization of the Collateral, including liquidation of any contingent claims that are included in the Collateral, and distribution of all obligations proceeds of and all claims the Collateral, including the proceeds of any such contingent claims, in accordance with the Operative Agreements, none of the parties hereto or to any Operative Agreement may take any further steps against the Borrower under this Agreementor against any shareholder, any Note director or under any other Facility Document shall extinguish and shall not thereafter revive. No recourse shall be had for officer of the payment of any amount owing Borrower in respect of the Advances against the Equityholdersuch obligations. No party hereto will, the Collateral Manager or any Affiliate, shareholder, partner, manager, officer, director, employee or member of the Borrower, the Equityholder or the Collateral Manager or their respective successors or assigns or, except as specifically set forth in this Agreement (including, but not limited to Section 13.04(c)) and in the other Facility Documents, for any other amounts payable in respect of the Obligations or the Facility Documents. (b) Each of the Collateral Manager and each Secured Party hereby Lender agrees not to institute againstthat it will not, or join, cooperate with or encourage any other Person in instituting against, until the Borrower any bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding or other proceeding under federal or state bankruptcy or similar laws until at least one year and one day, or, if longer, the applicable preference period then in effect plus one day, after the payment in full expiry of all outstanding Obligations and the termination of all Individual Lender Maximum Funding Amounts; provided that nothing in this Section 13.17 shall preclude, or be deemed to prevent, any Secured Party (a) from taking any action prior to the expiration of the aforementioned one year and one day periodafter the payment of all sums outstanding and owing under the latest maturing Loan, ortake any corporate action or other steps or legal proceedings for the winding-up, if longerdissolution or re-organization or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or similar officer of the applicable preference period then in effect, in (i) any case or proceeding voluntarily filed or commenced by the Borrower or (ii) any involuntary insolvency proceeding filed or commenced against the Borrower by a Person other than any such Secured PartyBorrower, or (b) from commencing against the Borrower or any properties of the Borrower any legal action which is not a bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding or other proceeding under federal or state bankruptcy or similar laws. The provisions of this paragraph shall survive the termination of this Agreement. The provisions of this Section 13.17 are a material inducement for the Secured Parties to enter into this Agreement revenues and the transactions contemplated hereby and are an essential term hereof. The parties hereby agree that monetary damages are not adequate for a breach assets of the provisions of this Section 13.17 and the Administrative Agent may seek and obtain specific performance of such provisions (including injunctive relief), including, without limitation, in any bankruptcy, reorganization, arrangement, winding up, insolvency, moratorium, winding up or liquidation proceedings, or other proceedings under United States federal or state bankruptcy laws, or any similar lawsBorrower.

Limited Recourse; Non-Petition. (a) Each of the Collateral Manager Servicer and each Secured Party acknowledges that the Borrower is a special purpose entity and that none of the directors, officers, incorporators, shareholders, partners, members, managers, agents or employees of the Borrower (including, without limitation, any Equityholder and any Affiliate thereof) shall be personally liable for any of the obligations of the Borrower under this Agreement. The Borrower’s sole source of funds for payment of all amounts due hereunder shall be the Collateral, and, upon application of the proceeds of the Collateral and its reduction to zero in accordance with the terms and under the circumstances described herein, all obligations of and all claims against the Borrower under this Agreement, any Note or under any other Facility Document shall extinguish and shall not thereafter revive. No recourse shall be had for the payment of any amount owing in respect of the Advances against the Equityholder, the Collateral Manager Servicer or any Affiliate, shareholder, partner, manager, officer, director, employee or member of the Borrower, the Equityholder or the Collateral Manager Servicer or their respective successors or assigns or, except as specifically set forth in this Agreement (including, but not limited to Section 13.04(c)) and in the other Facility Documents, for any other amounts payable in respect of the Obligations or the Facility Documents. (b) Each of the Collateral Manager Servicer and each Secured Party hereby agrees not to institute against, or join, cooperate with or encourage any other Person in instituting against, the Borrower any bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding or other proceeding under federal or state bankruptcy or similar laws until at least one year and one day, or, if longer, the applicable preference period then in effect plus one day, after the payment in full of all outstanding Obligations and the termination of all Individual Lender Maximum Funding Amounts; provided that nothing in this Section 13.17 shall preclude, or be deemed to prevent, any Secured Party (a) from taking any action prior to the expiration of the aforementioned one year and one day period, or, if longer, the applicable preference period then in effect, in (i) any case or proceeding voluntarily filed or commenced by the Borrower or (ii) any involuntary insolvency proceeding filed or commenced against the Borrower by a Person other than any such Secured Party, or (b) from commencing against the Borrower or any properties of the Borrower any legal action which is not a bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding or other proceeding under federal or state bankruptcy or similar laws. The provisions of this paragraph clause shall survive the termination of this Agreement. The provisions of this Section 13.17 are a material inducement for the Secured Parties to enter into this Agreement and the transactions contemplated hereby and are an essential term hereof. The parties hereby agree that monetary damages are not adequate for a breach of the provisions of this Section 13.17 and the Administrative Agent may seek and obtain specific performance of such provisions (including injunctive relief), including, without limitation, in any bankruptcy, reorganization, arrangement, winding up, insolvency, moratorium, winding up or liquidation proceedings, or other proceedings under United States federal or state bankruptcy laws, or any similar laws.

Limited Recourse; Non-Petition. (a) Each Notwithstanding any other provision of the Collateral Manager and each Secured Party acknowledges that the Borrower is this Agreement or any other document to which it may be a special purpose entity and that none of the directorsparty, officers, incorporators, shareholders, partners, members, managers, agents or employees of the Borrower (including, without limitation, any Equityholder and any Affiliate thereof) shall be personally liable for any of the obligations of the Borrower under this Agreement. The Borrower’s sole source IP Entities from time to time and at any time hereunder are limited recourse obligations of funds for payment the IP Entities and are payable solely from the Collateral upon which a Lien was granted (or purported to be granted) available at such time and amounts derived therefrom and following realization of all amounts due hereunder shall the Collateral upon which a Lien was granted (or purported to be the Collateralgranted), and, upon and application of the Proceeds (including proceeds of the Collateral and its reduction assets upon which a Lien was purported to zero be granted) thereof in accordance with the terms and under the circumstances described hereinthis Agreement, all obligations of and all any remaining claims against the Borrower under this Agreement, any Note IP Entities hereunder or under any other Facility Document in connection herewith after such realization shall extinguish be extinguished and shall not thereafter revive. No recourse shall be had for the payment of against any amount owing in respect of the Advances against the Equityholder, the Collateral Manager or any Affiliate, shareholder, partner, manager, officer, director, employee employee, shareholder, administrator or member incorporator of the Borrower, the Equityholder or the Collateral Manager IP Entities or their respective successors or assigns orfor any amounts payable hereunder. Notwithstanding any other provision of this Agreement, except as specifically set forth in this Agreement no Person may, prior to the date which is one year (includingor if longer, but not limited to Section 13.04(c)any applicable preference period) and in one day after the other Facility DocumentsDischarge of Senior Secured Debt Obligations, for any other amounts payable in respect of the Obligations or the Facility Documents. (b) Each of the Collateral Manager and each Secured Party hereby agrees not to institute against, or join, cooperate with or encourage join any other Person in instituting against, the Borrower IP Entities any bankruptcyInsolvency or Liquidation Proceeding, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding or other proceeding proceedings under Cayman Islands, Luxembourg, U.S. federal or state bankruptcy or similar laws until at least one year and one day, or, if longer, the applicable preference period then in effect plus one day, after the payment in full of all outstanding Obligations and the termination of all Individual Lender Maximum Funding Amounts; provided that nothing laws. Nothing in this Section 13.17 10.22 shall preclude, or be deemed to preventestop, any Secured Party the parties hereto (ai) from taking any action prior to the expiration of the aforementioned one year and one day period, or, if longer, the applicable preference period then in effect, in (iA) any case or proceeding Insolvency or Liquidation Proceeding voluntarily filed or commenced by the Borrower IP Entities or (iiB) any involuntary insolvency proceeding Insolvency or Liquidation Proceeding filed or commenced against the Borrower by a Person other than any such Secured Partya party hereto, or (bii) from commencing against the Borrower IP Entities or any properties of the Borrower their respective property any legal action which is not a bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium an Insolvency or liquidation proceeding or other proceeding under federal or state bankruptcy or similar lawsLiquidation Proceeding. The provisions of this paragraph shall survive It is understood that the termination of this Agreement. The foregoing provisions of this Section 13.17 are a material inducement shall not (x) prevent recourse to the Collateral for the Secured Parties sums due or to enter into this Agreement and the transactions contemplated hereby and are an essential term hereof. The parties hereby agree that monetary damages are not adequate for a breach become due under any security, instrument or agreement which is part of the Collateral or (y) constitute a waiver, release or discharge of any Indebtedness or obligation secured hereby until such Collateral have been realized. It is further understood that the foregoing provisions of this Section 13.17 and shall not limit the Administrative Agent may seek and obtain specific performance right of such provisions (including injunctive relief), including, without limitation, any Person to name the IP Entities as a party defendant in any bankruptcyproceeding or in the exercise of any other remedy hereunder, reorganization, arrangement, winding up, insolvency, moratorium, winding up so long as no judgment in the nature of a deficiency judgment or liquidation proceedings, seeking personal liability shall be asked for or other proceedings under United States federal or state bankruptcy laws, or (if obtained) enforced against any similar lawssuch Persons.

Limited Recourse; Non-Petition. (a) Each Notwithstanding any other provision of the Collateral Manager and each Secured Party acknowledges that the Borrower is this Indenture or any other document to which it may be a special purpose entity and that none of the directorsparty, officers, incorporators, shareholders, partners, members, managers, agents or employees of the Borrower (including, without limitation, any Equityholder and any Affiliate thereof) shall be personally liable for any of the obligations of each SPV Party from time to time and at any time hereunder are limited recourse obligations of such SPV Party and are payable solely from the Borrower under this Agreement. The Borrower’s sole source assets thereof available at such time and amounts derived therefrom and following realization of funds for payment the assets of all amounts due hereunder shall be the Collateralsuch SPV Party, and, upon and application of the Proceeds (as defined in the UCC) (including proceeds of the Collateral and its reduction assets upon which a Lien was purported to zero be granted) thereof in accordance with the terms and under the circumstances described hereinthis Indenture, all obligations of and all any remaining claims against the Borrower under this Agreement, any Note such SPV Party hereunder or under any other Facility Document in connection herewith after such realization shall extinguish be extinguished and shall not thereafter revive. No recourse shall be had for the payment of against any amount owing in respect of the Advances against the Equityholder, the Collateral Manager or any Affiliate, shareholder, partner, manager, officer, director, employee employee, shareholder, administrator or member incorporator of the Borrower, the Equityholder or the Collateral Manager SPV Parties or their respective successors or assigns orfor any amounts payable hereunder. Notwithstanding any other provision of this Indenture, except as specifically set forth in this Agreement no Person may, prior to the date which is one year (includingor if longer, but not limited to Section 13.04(c)any applicable preference period) and in one day after the other Facility DocumentsDischarge of Senior Secured Debt Obligations, for any other amounts payable in respect of the Obligations or the Facility Documents. (b) Each of the Collateral Manager and each Secured Party hereby agrees not to institute against, or join, cooperate with or encourage join any other Person in instituting against, the Borrower SPV Parties any bankruptcyInsolvency or Liquidation Proceeding, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding or other proceeding proceedings under Cayman Islands, Luxembourg, U.S. federal or state bankruptcy or similar laws until at least one year and one day, or, if longer, the applicable preference period then in effect plus one day, after the payment in full of all outstanding Obligations and the termination of all Individual Lender Maximum Funding Amounts; provided that nothing laws. Nothing in this Section 13.17 13.08 shall preclude, or be deemed to preventestop, any Secured Party the parties hereto (ai) from taking any action prior to the expiration of the aforementioned one year and one day period, or, if longer, the applicable preference period then in effect, in (iA) any case or proceeding Insolvency or Liquidation Proceeding voluntarily filed or commenced by the Borrower any SPV Party or (B) any involuntary Insolvency or Liquidation Proceeding filed or commenced by any other Person, or (ii) any involuntary insolvency proceeding filed or commenced against the Borrower by a Person other than any such Secured Party, or (b) from commencing against the Borrower any SPV Party or any properties of the Borrower its property any legal action which is not a bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium an Insolvency or liquidation proceeding or other proceeding under federal or state bankruptcy or similar lawsLiquidation Proceeding. The provisions of this paragraph shall survive It is understood that the termination of this Agreement. The foregoing provisions of this Section 13.17 are a material inducement for shall not (x) prevent recourse to the Secured Parties to enter into this Agreement and the transactions contemplated hereby and are an essential term hereof. The parties hereby agree that monetary damages are not adequate for a breach assets of the SPV Parties (including the Collateral and sums due or to become due under any security, instrument or agreement which is part of the Collateral) or (y) constitute a waiver, release or discharge of any Indebtedness or obligation secured hereby until all assets of SPV Parties (including the Collateral and sums due or to become due under any security, instrument or agreement which is part of the Collateral) have been realized. It is further understood that the foregoing provisions of this Section 13.17 shall not limit the right of any Person to name any SPV Party as a party defendant in any proceeding or in the exercise of any other remedy hereunder, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against any such Persons. AADVANTAGE LOYALTY IP LTD. By: /s/ Xxxxxx X. Montana Name: Xxxxxx X. Montana Title: Director AMERICAN AIRLINES, INC. By: /s/ Xxxxxx X. Montana Name: Xxxxxx X. Montana Title: Vice President and Treasurer AADVANTAGE HOLDINGS 1 LTD. By: /s/ Xxxxxx X. Montana Name: Xxxxxx X. Montana Title: Director AADVANTAGE HOLDINGS 2 LTD. By: /s/ Xxxxxx X. Montana Name: Xxxxxx X. Montana Title: Director AMERICAN AIRLINES GROUP INC. By: /s/ Xxxxxx X. Montana Name: Xxxxxx X. Montana Title: Vice President and Treasurer WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and as Collateral Custodian By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Vice President [Insert the Administrative Agent may seek and obtain specific performance Global Note Legend, if applicable pursuant to the provisions of such the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] [THE FOLLOWING INFORMATION IS SUPPLIED SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES. THIS SECURITY WAS ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (including injunctive relief“OID”) WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), includingAND THIS LEGEND IS REQUIRED BY SECTION 1275(c) OF THE CODE. HOLDERS MAY OBTAIN INFORMATION REGARDING THE AMOUNT OF ANY OID, without limitationTHE ISSUE PRICE, THE CLOSING DATE AND THE YIELD TO MATURITY RELATING TO THE SECURITY BY CONTACTING THE ISSUERS AT: [________________].] [OTHER THAN WITH RESPECT TO ONE OR MORE PURCHASERS ON THE CLOSING DATE WHICH HAVE MADE CERTAIN REPRESENTATIONS SATISFACTORY TO THE ISSUERS, BY ITS ACQUISITION OR ACCEPTANCE OF THIS NOTE OR ANY INTEREST HEREIN, THE HOLDER WILL BE DEEMED TO HAVE REPRESENTED, WARRANTED AND AGREED THAT EITHER: (A) IT IS NOT AND IS NOT DEEMED TO BE (I) AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA“), (II) A PLAN, ACCOUNT OR ARRANGEMENT DESCRIBED IN SECTION 4975(E)(1) OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE“), (III) AN ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO INCLUDE ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN, PLAN, ACCOUNT OR ARRANGEMENT (EACH OF THE FOREGOING, A “BENEFIT PLAN INVESTOR“), OR (IV) A PLAN, ACCOUNT OR ARRANGEMENT (SUCH AS A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN) THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER U.S. LAWS OR REGULATIONS THAT ARE SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR THE PROHIBITED TRANSACTION RULES OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAWS“); OR (B) THE ACQUISITION AND HOLDING OF THIS NOTE OR ANY INTEREST HEREIN BY THE HOLDER DO NOT AND WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SIMILAR LAWS.] ISIN [ ]1 No. ___ [$______________] promise to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in any bankruptcythe Global Note attached hereto] [of ________________________ United States Dollars] on April 20, reorganization2026. Payment Dates: 20th calendar day of January, arrangementApril, winding up, insolvency, moratorium, winding up or liquidation proceedingsJuly and October, or other proceedings under United States federal or state bankruptcy lawsif such day is not a Business Day, or any similar lawsthe next succeeding Business Day Payment Record Dates: Each Business Day immediately preceding each Payment Date, except as otherwise set forth in the Indenture 1 Rule 144A Note CUSIP: 00253X AA9 Rule 144A Note ISIN: US00253XAA90 Regulation S Note CUSIP: G0R209 AA8 Regulation S Note ISIN: USG0R209AA85 IN WITNESS HEREOF, the Issuers have caused this instrument to be duly executed. Dated: AADVANTAGE LOYALTY IP LTD. By: ___________________________________ Name: Title: AMERICAN AIRLINES, INC. By: ___________________________________ Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee Dated: By: ___________________________________ Authorized Signatory [Back of Note] Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Limited Recourse; Non-Petition. (a) Each Notwithstanding any other provision of the Collateral Manager and each Secured Party acknowledges that the Borrower is this Indenture or any other document to which it may be a special purpose entity and that none of the directorsparty, officers, incorporators, shareholders, partners, members, managers, agents or employees of the Borrower (including, without limitation, any Equityholder and any Affiliate thereof) shall be personally liable for any of the obligations of each IP Party from time to time and at any time under any Series of the Borrower under this Agreement. The Borrower’s sole source Notes are limited recourse obligations of funds for payment such IP Party and are payable solely from the Shared Collateral thereof available at such time and amounts derived therefrom and following realization of all amounts due hereunder shall be the CollateralShared Collateral of such IP Party, and, upon and application of the proceeds (including proceeds of the Collateral and its reduction assets upon which a Lien was purported to zero be granted) thereof in accordance with this Indenture, the terms other Collateral Documents and under the circumstances described hereinAzul Cargo Collateral Documents, all obligations of and all any remaining claims against the Borrower under this Agreement, any Note such IP Party hereunder or under any other Facility Document in connection herewith after such realization shall extinguish be extinguished and shall not thereafter revive. No recourse shall be had for the payment of against any amount owing in respect of the Advances against the Equityholder, the Collateral Manager or any Affiliate, shareholder, partner, manager, officer, director, employee employee, shareholder, administrator, or member incorporator of the BorrowerIP Parties, the Equityholder or the Collateral Manager their respective Affiliates or their respective successors or assigns orfor any amounts payable under the Notes, this Indenture, the Collateral Documents or the Azul Cargo Collateral Documents (except as specifically set forth otherwise provided in any such Collateral Document or Azul Cargo Collateral Document). Notwithstanding any other provision of this Agreement Indenture, no Person may, prior to the date which is one year (includingor if longer, but not limited to Section 13.04(c)any applicable preference period) and one day after the payment in the other Facility Documentsfull of all Notes, for any other amounts payable in respect of the Obligations or the Facility Documents. (b) Each of the Collateral Manager and each Secured Party hereby agrees not to institute against, or join, cooperate with or encourage join any other Person in instituting against, the Borrower any IP Party any bankruptcy, winding up, reorganization, receivership, arrangementrestructuring, insolvency, moratorium or liquidation proceeding (including provisional liquidation) proceedings, or other proceeding proceedings under federal or state bankruptcy or similar laws until at least one year and one day, or, if longer, the applicable preference period then in effect plus one day, after the payment in full of all outstanding Obligations and the termination of all Individual Lender Maximum Funding Amounts; provided that nothing any Bankruptcy Laws. Nothing in this Section 13.17 13.08 shall preclude, or be deemed to preventestop, any Secured Party the parties hereto (ai) from taking any action prior to the expiration of the aforementioned one year and one day period, or, if longer, the applicable preference period then in effect, in (iA) any case or proceeding voluntarily proceedings under any Bankruptcy Laws filed or commenced by the Borrower any non-affiliated Person, or (ii) any involuntary insolvency proceeding filed or commenced against the Borrower by a Person other than any such Secured Party, or (b) from commencing against the Borrower any IP Party or any properties of the Borrower their respective property any legal action which is not a bankruptcy, winding up, reorganization, receivership, arrangementrestructuring, insolvency, moratorium moratorium, liquidation (including provisional liquidation) or liquidation other such proceeding. It is understood that the foregoing provisions of this Section shall not (x) prevent recourse to the assets of the IP Parties (including the Shared Collateral) or (y) constitute a waiver, release or discharge of any Indebtedness or obligation secured hereby until all assets of the IP Parties (including the Shared Collateral) have been realized. It is further understood that the foregoing provisions of this Section 13.08 shall not limit the right of any Person to name any IP Party as a party defendant in any proceeding or in the exercise of any other proceeding under federal remedy hereunder, so long as no judgment in the nature of a deficiency judgment or state bankruptcy seeking personal liability shall be asked for or similar laws(if obtained) enforced against any such Persons. The provisions of this paragraph section 13.08 shall survive the termination of this Agreement. The provisions of this Section 13.17 are a material inducement for the Secured Parties to enter into this Agreement and the transactions contemplated hereby and are an essential term hereof. The parties hereby agree that monetary damages are not adequate for a breach of the provisions of this Section 13.17 and the Administrative Agent may seek and obtain specific performance of such provisions (including injunctive relief), including, without limitation, in any bankruptcy, reorganization, arrangement, winding up, insolvency, moratorium, winding up or liquidation proceedings, or other proceedings under United States federal or state bankruptcy laws, or any similar lawsIndenture.

Limited Recourse; Non-Petition. (a) Each Notwithstanding any other provision of the Collateral Manager and each Secured Party acknowledges that the Borrower is this Indenture or any other document to which it may be a special purpose entity and that none of the directorsparty, officers, incorporators, shareholders, partners, members, managers, agents or employees of the Borrower (including, without limitation, any Equityholder and any Affiliate thereof) shall be personally liable for any of the obligations of each SPV Party from time to time and at any time hereunder are limited recourse obligations of such SPV Party and are payable solely from the Borrower under this Agreement. The Borrower’s sole source assets thereof available at such time and amounts derived therefrom and following realization of funds for payment the assets of all amounts due hereunder shall be the Collateralsuch SPV Party, and, upon and application of the Proceeds (including proceeds of the Collateral and its reduction assets upon which a Lien was purported to zero be granted) thereof in accordance with this Indenture and the terms and under the circumstances described hereinother Collateral Documents, all obligations of and all any remaining claims against the Borrower under this Agreement, any Note such SPV Party hereunder or under any other Facility Document in connection herewith after such realization shall extinguish be extinguished and shall not thereafter revive. No recourse shall be had for the payment of against any amount owing in respect of the Advances against the Equityholder, the Collateral Manager or any Affiliate, shareholder, partner, manager, officer, director, employee employee, shareholder, or member incorporator of the BorrowerSPV Parties, the Equityholder or the Collateral Manager their respective Affiliates or their respective successors or assigns orfor any amounts payable hereunder other than any guaranty by such shareholder expressly provided in the Transaction Documents. Notwithstanding any other provision of this Indenture, except as specifically set forth in this Agreement no Person may, prior to the date which is one year (includingor if longer, but not limited to Section 13.04(c)any applicable preference period) and in one day after the other Facility DocumentsDischarge of Senior Secured Debt Obligations, for any other amounts payable in respect of the Obligations or the Facility Documents. (b) Each of the Collateral Manager and each Secured Party hereby agrees not to institute against, or join, cooperate with or encourage join any other Person in instituting against, the Borrower any bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium SPV Party any insolvency or liquidation proceeding proceeding, or other proceeding proceedings under Cayman Islands, U.S. federal or state bankruptcy or similar laws until at least one year and one day, or, if longer, the applicable preference period then in effect plus one day, after the payment in full of all outstanding Obligations and the termination of all Individual Lender Maximum Funding Amounts; provided that nothing laws. Nothing in this Section 13.17 13.08 shall preclude, or be deemed to preventestop, any Secured Party the parties hereto (ai) from taking any action prior to the expiration of the aforementioned one year and one day period, or, if longer, the applicable preference period then in effect, in (iA) any case or insolvency or liquidation proceeding voluntarily filed or commenced by the Borrower any SPV Party or (B) any involuntary insolvency or liquidation proceeding filed or commenced by any non-affiliated Person, or (ii) any involuntary insolvency proceeding filed or commenced against the Borrower by a Person other than any such Secured Party, or (b) from commencing against the Borrower any SPV Party or any properties of the Borrower their respective property any legal action which is not a bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium an insolvency or liquidation proceeding or other proceeding under federal or state bankruptcy or similar lawsproceeding. The provisions of this paragraph shall survive It is understood that the termination of this Agreement. The foregoing provisions of this Section 13.17 are a material inducement for shall not (x) prevent recourse to the Secured Parties to enter into this Agreement and the transactions contemplated hereby and are an essential term hereof. The parties hereby agree that monetary damages are not adequate for a breach assets of the SPV Parties (including the Collateral) or (y) constitute a waiver, release or discharge of any Indebtedness or obligation secured hereby until all assets of SPV Parties (including the Collateral) have been realized. It is further understood that the foregoing provisions of this Section 13.17 and 13.08 shall not limit the Administrative Agent may seek and obtain specific performance right of such provisions (including injunctive relief), including, without limitation, any Person to name any SPV Party as a party defendant in any bankruptcyproceeding or in the exercise of any other remedy hereunder, reorganizationso long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against any such Persons. SPIRIT IP CAYMAN LTD. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director SPIRIT LOYALTY CAYMAN LTD. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director SPIRIT AIRLINES, arrangementINC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director SPIRIT FINANCE CAYMAN 1 LTD. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director SPIRIT FINANCE CAYMAN 2 LTD. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director WILMINGTON TRUST, winding upNATIONAL ASSOCIATION, insolvencyas Trustee and as Collateral Custodian By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Vice President [Insert the Global Note Legend, moratoriumif applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, winding up if applicable pursuant to the provisions of the Indenture] [Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] No. ___ [$______________] promise to pay to CEDE & CO. or liquidation proceedingsregistered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] of ________________________ United States Dollars on September 20, 2025. Payment Dates: 20th calendar day of January, April, July, and October, or other proceedings under United States federal or state bankruptcy lawsif such day is not a Business Day, or any similar lawsthe next succeeding Business Day Record Dates: Each Business Day immediately preceding each Payment Date 1 Rule 144A Note CUSIP: 00000XXX0 Rule 144A Note ISIN: US84859BAA98 Regulation S Note CUSIP: X00000XX0 Regulation S Note ISIN: USG83518AA19 IN WITNESS HEREOF, the Co-Issuers have caused this instrument to be duly executed. Dated: SPIRIT IP CAYMAN LTD. By: Name: Title: SPIRIT LOYALTY CAYMAN LTD. By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee By: Name: Title: Dated: By: Authorized Signatory Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Limited Recourse; Non-Petition. (a) Each Notwithstanding any other provision of this Agreement, the obligations of the Issuer hereunder are limited recourse obligations of the Issuer, payable solely from the Collateral and only to the extent of funds available from time to time in accordance with the Priority of Payments, and following exhaustion of such amounts, any claims of the Collateral Manager and each Secured Party acknowledges that the Borrower is a special purpose entity and that none of the directors, officers, incorporators, shareholders, partners, members, managers, agents or employees of the Borrower (including, without limitation, any Equityholder and any Affiliate thereof) shall be personally liable for any of the obligations of the Borrower under this Agreement. The Borrower’s sole source of funds for payment of all amounts due hereunder shall be the Collateral, and, upon application of the proceeds of the Collateral and its reduction to zero in accordance with the terms and under the circumstances described herein, all obligations of and all claims against the Borrower under this Agreement, any Note or under any other Facility Document shall extinguish extinguished and shall not thereafter revive. No recourse shall be had for the payment of The Collateral Manager further agrees (i) not to take any amount owing action in respect of the Advances any claims hereunder against the Equityholder, the Collateral Manager or any Affiliate, shareholder, partner, manager, officer, director, employee employee, administrator or member shareholder of the Borrower, the Equityholder or the Collateral Manager or their respective successors or assigns or, except as specifically set forth in this Agreement Issuer and (including, but not limited to Section 13.04(c)ii) and in the other Facility Documents, for any other amounts payable in respect of the Obligations or the Facility Documents. (b) Each of the Collateral Manager and each Secured Party hereby agrees not to institute against, or join, cooperate with or encourage join any other Person in instituting against, the Borrower Issuer or the Co-Issuer any bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding proceedings or other proceeding proceedings under Cayman Islands, U.S. federal or state bankruptcy or similar laws until at least one year and one day, or, if longer, the applicable preference period then in effect plus one day, after the payment in full of all outstanding Obligations and the termination of all Individual Lender Maximum Funding Amounts; provided that nothing in this Section 13.17 shall preclude, or be deemed to prevent, any Secured Party (a) from taking any action prior to the expiration of the aforementioned one year and one day period, or, if longer, the applicable preference period then in effect, after payment in full of all Notes issued under the Indenture; provided, however, that nothing in this clause (ii) shall preclude, or be deemed to estop, the Collateral Manager (A) from taking any action prior to the expiration of the applicable preference period in (ix) any case or proceeding voluntarily filed or commenced by the Borrower Issuer or the Co-Issuer, as the case may be, or (iiy) any involuntary insolvency proceeding filed or commenced against the Borrower Issuer or the Co-Issuer, as the case may be, by a Person other than any such Secured Partythe Collateral Manager, or (bB) from commencing against the Borrower Issuer or the Co-Issuer or any properties of the Borrower Issuer or the Co-Issuer any legal action which is not a bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding or other proceeding under federal or state bankruptcy or similar laws. The provisions of this paragraph shall survive the termination of this Agreement. The provisions of this Section 13.17 are a material inducement for the Secured Parties to enter into this Agreement and the transactions contemplated hereby and are an essential term hereof. The parties hereby agree that monetary damages are not adequate for a breach of the provisions of this Section 13.17 and the Administrative Agent may seek and obtain specific performance of such provisions (including injunctive relief), including, without limitation, in any bankruptcy, reorganization, arrangement, winding up, insolvency, moratorium, winding up or liquidation proceedings, or other proceedings under United States federal or state bankruptcy laws, or any similar lawsproceeding.

Limited Recourse; Non-Petition. (a) Each Notwithstanding any other provision of the Collateral Manager and each Secured Party acknowledges that the Borrower is a special purpose entity and that none of the directorsthis Agreement, officers, incorporators, shareholders, partners, members, managers, agents or employees of the Borrower (including, without limitation, any Equityholder and any Affiliate thereof) shall be personally liable for any of the obligations of the Borrower under this Agreement. The Borrower’s sole source Issuer hereunder are limited recourse obligations of the Issuer, payable solely from the Assets and only to the extent of funds for payment of all amounts due hereunder shall be the Collateral, and, upon application of the proceeds of the Collateral available from time to time and its reduction to zero in accordance with the terms Priority of Payments, and under following exhaustion of the circumstances described hereinAssets, all obligations of and all claims against the Borrower under this Agreement, any Note Issuer hereunder or under any other Facility Document arising in connection herewith shall extinguish be extinguished and shall not thereafter revive. No recourse shall be had for the payment of to any amount owing in respect of the Advances against Affiliates, members, shareholders, subscribers, directors, officers, partners, employees or agents of the Equityholder, the Collateral Manager Issuer or any Affiliate, shareholder, partner, manager, officer, director, employee or member of the Borrower, the Equityholder or the Collateral Manager or their respective successors or and assigns or, except as specifically set forth in this Agreement (including, but not limited to Section 13.04(c)) and in the other Facility Documents, for any other amounts payable in respect to the obligations of the Obligations Issuer hereunder or the Facility Documentsarising in connection herewith. (b) Each of the Collateral The Manager and each Secured Party hereby agrees not to institute against, or join, cooperate with or encourage join any other Person in instituting against, the Borrower Issuer or the Co-Issuer any bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding proceedings or other proceeding proceedings under U.S. federal or state bankruptcy or similar laws until at least one year and one day, day or, if longer, the applicable preference period then in effect plus one day, after the payment in full of all outstanding Obligations and Notes issued under the termination of all Individual Lender Maximum Funding AmountsIndenture; provided provided, however, that nothing in this Section 13.17 clause (b) shall preclude, or be deemed to preventestop, any Secured Party the Manager (aA) from taking any action prior to the expiration of the aforementioned one year and one day period, or, if longer, the applicable preference period then in effect, in (ix) any case or proceeding voluntarily filed or commenced by the Borrower Issuer or the Co-Issuer, as the case may be, or (iiy) any involuntary insolvency proceeding filed or commenced against the Borrower Issuer or the Co-Issuer, as the case may be, by a Person other than the Manager or any such Secured Party, of its Affiliates or (bB) from commencing against the Borrower Issuer or the Co-Issuer or any properties of the Borrower Issuer or the Co-Issuer any legal action which is not a bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding or other proceeding under federal or state bankruptcy or similar laws. The provisions of this paragraph shall survive the termination of this Agreement. The provisions of this Section 13.17 are a material inducement for the Secured Parties to enter into this Agreement and the transactions contemplated hereby and are an essential term hereof. The parties hereby agree that monetary damages are not adequate for a breach of the provisions of this Section 13.17 and the Administrative Agent may seek and obtain specific performance of such provisions (including injunctive relief), including, without limitation, in any bankruptcy, reorganization, arrangement, winding up, insolvency, moratorium, winding up or liquidation proceedings, or other proceedings under United States federal or state bankruptcy laws, or any similar lawsproceeding.

Limited Recourse; Non-Petition. (a) Each Notwithstanding any other provision of the Collateral Manager and each Secured Party acknowledges that the Borrower is this Agreement or any other document to which it may be a special purpose entity and that none of the directorsparty, officers, incorporators, shareholders, partners, members, managers, agents or employees of the Borrower (including, without limitation, any Equityholder and any Affiliate thereof) shall be personally liable for any of the obligations of each SPV Party from time to time and at any time hereunder are limited recourse obligations of such SPV Party and are payable solely from the Borrower under this Agreement. The Borrower’s sole source assets thereof available at such time and amounts derived therefrom and following realization of funds for payment the assets of all amounts due hereunder shall be the Collateralsuch SPV Party, and, upon and application of the Proceeds (as defined in the UCC) (including proceeds of the Collateral and its reduction assets upon which a Lien was purported to zero be granted) thereof in accordance with the terms and under the circumstances described hereinthis Agreement, all obligations of and all any remaining claims against the Borrower under this Agreement, any Note such SPV Party hereunder or under any other Facility Document in connection herewith after such realization shall extinguish be extinguished and shall not thereafter revive. No recourse shall be had for the payment of against any amount owing in respect of the Advances against the Equityholder, the Collateral Manager or any Affiliate, shareholder, partner, manager, officer, director, employee employee, shareholder, administrator or member incorporator of the Borrower, the Equityholder or the Collateral Manager SPV Parties or their respective successors or assigns orfor any amounts payable hereunder. Notwithstanding any other provision of this Agreement, except as specifically set forth in this Agreement no Person may, prior to the date which is one year (includingor if longer, but not limited to Section 13.04(c)any applicable preference period) and in one day after the other Facility DocumentsDischarge of Senior Secured Debt Obligations, for any other amounts payable in respect of the Obligations or the Facility Documents. (b) Each of the Collateral Manager and each Secured Party hereby agrees not to institute against, or join, cooperate with or encourage join any other Person in instituting against, the Borrower SPV Parties any bankruptcyInsolvency or Liquidation Proceeding, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding or other proceeding proceedings under Cayman Islands, Luxembourg, U.S. federal or state bankruptcy or similar laws until at least one year and one day, or, if longer, the applicable preference period then in effect plus one day, after the payment in full of all outstanding Obligations and the termination of all Individual Lender Maximum Funding Amounts; provided that nothing laws. Nothing in this Section 13.17 10.22 shall preclude, or be deemed to preventestop, any Secured Party the parties hereto (ai) from taking any action prior to the expiration of the aforementioned one year and one day period, or, if longer, the applicable preference period then in effect, in (iA) any case or proceeding Insolvency or Liquidation Proceeding voluntarily filed or commenced by the Borrower any SPV Party or (B) any involuntary Insolvency or Liquidation Proceeding filed or commenced by any other Person, or (ii) any involuntary insolvency proceeding filed or commenced against the Borrower by a Person other than any such Secured Party, or (b) from commencing against the Borrower any SPV Party or any properties of the Borrower its property any legal action which is not a bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium an Insolvency or liquidation proceeding or other proceeding under federal or state bankruptcy or similar lawsLiquidation Proceeding. The provisions of this paragraph shall survive It is understood that the termination of this Agreement. The foregoing provisions of this Section 13.17 are a material inducement for shall not (x) prevent recourse to the Secured Parties to enter into this Agreement and the transactions contemplated hereby and are an essential term hereof. The parties hereby agree that monetary damages are not adequate for a breach assets of the SPV Parties (including the Collateral and sums due or to become due under any security, instrument or agreement which is part of the Collateral) or (y) constitute a waiver, release or discharge of any Indebtedness or obligation secured hereby until all assets of SPV Parties (including the Collateral and sums due or to become due under any security, instrument or agreement which is part of the Collateral) have been realized. It is further understood that the foregoing provisions of this Section 13.17 and shall not limit the Administrative Agent may seek and obtain specific performance right of such provisions (including injunctive relief), including, without limitation, any Person to name any SPV Party as a party defendant in any bankruptcyproceeding or in the exercise of any other remedy hereunder, reorganization, arrangement, winding up, insolvency, moratorium, winding up so long as no judgment in the nature of a deficiency judgment or liquidation proceedings, seeking personal liability shall be asked for or other proceedings under United States federal or state bankruptcy laws, or (if obtained) enforced against any similar lawssuch Persons.

Limited Recourse; Non-Petition. (a) Each Notwithstanding any other provision of the Collateral Manager and each Secured Party acknowledges that the Borrower is this Indenture or any other document to which it may be a special purpose entity and that none of the directorsparty, officers, incorporators, shareholders, partners, members, managers, agents or employees of the Borrower (including, without limitation, any Equityholder and any Affiliate thereof) shall be personally liable for any of the obligations of each SPV Party from time to time and at any time hereunder are limited recourse obligations of such SPV Party and are payable solely from the Borrower under this Agreement. The Borrower’s sole source assets thereof available at such time and amounts derived therefrom and following realization of funds for payment the assets of all amounts due hereunder shall be the Collateralsuch SPV Party, and, upon and application of the proceeds (including proceeds of the Collateral and its reduction assets upon which a Lien was purported to zero be granted) thereof in accordance with the terms and under the circumstances described hereinthis Indenture, all obligations of and all any remaining claims against the Borrower under this Agreement, any Note such SPV Party hereunder or under any other Facility Document in connection herewith after such realization shall extinguish be extinguished and shall not thereafter revive. No recourse shall be had for the payment of against any amount owing in respect of the Advances against the Equityholder, the Collateral Manager or any Affiliate, shareholder, partner, manager, officer, director, employee employee, shareholder, administrator or member incorporator of the Borrower, the Equityholder or the Collateral Manager SPV Parties or their respective successors or assigns orfor any amounts payable hereunder. Notwithstanding any other provision of this Indenture, except as specifically set forth in this Agreement no Person may, prior to the date which is one year (includingor if longer, but not limited to Section 13.04(c)any applicable preference period) and in one day after the other Facility DocumentsDischarge of Senior Secured Debt Obligations, for any other amounts payable in respect of the Obligations or the Facility Documents. (b) Each of the Collateral Manager and each Secured Party hereby agrees not to institute against, or join, cooperate with or encourage join any other Person in instituting against, the Borrower SPV Parties any bankruptcyInsolvency or Liquidation Proceeding, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding or other proceeding proceedings under Cayman Islands, U.S. federal or state bankruptcy or similar laws until at least one year and one day, or, if longer, the applicable preference period then in effect plus one day, after the payment in full of all outstanding Obligations and the termination of all Individual Lender Maximum Funding Amounts; provided that nothing laws. Nothing in this Section 13.17 13.08 shall preclude, or be deemed to preventestop, any Secured Party the parties hereto (ai) from taking any action prior to the expiration of the aforementioned one year and one day period, or, if longer, the applicable preference period then in effect, in (iA) any case or proceeding Insolvency or Liquidation Proceeding voluntarily filed or commenced by the Borrower any SPV Party or (B) any involuntary Insolvency or Liquidation Proceeding filed or commenced by any other non-affiliated Person, or (ii) any involuntary insolvency proceeding filed or commenced against the Borrower by a Person other than any such Secured Party, or (b) from commencing against the Borrower any SPV Party or any properties of the Borrower its property any legal action which is not a bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium an Insolvency or liquidation proceeding or other proceeding under federal or state bankruptcy or similar lawsLiquidation Proceeding. The provisions of this paragraph shall survive It is understood that the termination of this Agreement. The foregoing provisions of this Section 13.17 are a material inducement for shall not (x) prevent recourse to the Secured Parties to enter into this Agreement and the transactions contemplated hereby and are an essential term hereof. The parties hereby agree that monetary damages are not adequate for a breach assets of the SPV Parties (including, in the case of Loyalty Co and HoldCo the Collateral and sums due or to become due under any security, instrument or agreement which is part of the Collateral) or (y) constitute a waiver, release or discharge of any Indebtedness or obligation secured hereby until all assets of SPV Parties (including, in the case of Loyalty Co and HoldCo, the Collateral and sums due or to become due under any security, instrument or agreement which is part of the Collateral) have been realized. It is further understood that the foregoing provisions of this Section 13.17 and 13.08 shall not limit the Administrative Agent may seek and obtain specific performance right of any Person to name any SPV Party as a party defendant in any proceeding or in the exercise of any other remedy hereunder, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against any such Persons. [Signature pages follow] 152 AS MILEAGE PLAN IP LTD. By: Name: Title: AS MILEAGE PLAN HOLDINGS LTD. By: Name: Title: ALASKA AIRLINES, INC. By: Name: Title: ALASKA AIR GROUP, INC. By: Name: Title: U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By: Name: Title: U.S. BANK NATIONAL ASSOCIATION, as Collateral Custodian By: Name: Title: EXHIBIT A-1 [Face of Note] [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] [THE FOLLOWING INFORMATION IS SUPPLIED SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES. THIS SECURITY WAS ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (including injunctive relief“OID”) WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), includingAND THIS LEGEND IS REQUIRED BY SECTION 1275(c) OF THE CODE. HOLDERS MAY OBTAIN INFORMATION REGARDING THE AMOUNT OF ANY OID, without limitationTHE ISSUE PRICE, THE CLOSING DATE AND THE YIELD TO MATURITY RELATING TO THE SECURITY BY CONTACTING THE ISSUER AT: [________________].] [OTHER THAN WITH RESPECT TO ONE OR MORE PURCHASERS ON THE CLOSING DATE WHICH HAVE MADE CERTAIN REPRESENTATIONS SATISFACTORY TO THE ISSUER, BY ITS ACQUISITION OR ACCEPTANCE OF THIS NOTE OR ANY INTEREST HEREIN, THE HOLDER WILL BE DEEMED TO HAVE REPRESENTED, WARRANTED AND AGREED THAT EITHER: (A) IT IS NOT AND IS NOT DEEMED TO BE (I) AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (II) A PLAN, ACCOUNT OR ARRANGEMENT DESCRIBED IN SECTION 4975(E)(1) OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (III) AN ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO INCLUDE ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN, PLAN, ACCOUNT OR ARRANGEMENT (EACH OF THE FOREGOING, A “BENEFIT PLAN INVESTOR”), OR (IV) A PLAN, ACCOUNT OR ARRANGEMENT (SUCH AS A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN) THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER U.S. LAWS OR REGULATIONS THAT ARE SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR THE PROHIBITED TRANSACTION RULES OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAWS”); OR (B) THE ACQUISITION AND HOLDING OF THIS NOTE OR ANY INTEREST HEREIN BY THE HOLDER DO NOT AND WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SIMILAR LAWS.] CUSIP [ ] ISIN [ ]1 [[RULE 144A][REGULATION S] GLOBAL NOTE representing up to $______________] 5.021% Senior Secured Notes due 2029 No. ___ [$______________] AS MILEAGE PLAN IP LTD. promises to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in any bankruptcythe Global Note attached hereto] [of ________________________ United States Dollars] on October 20, reorganization2029. Payment Dates: 20th calendar day of January, arrangementApril, winding up, insolvency, moratorium, winding up or liquidation proceedingsJuly and October, or other proceedings under United States federal or state bankruptcy lawsif such day is not a Business Day, or any similar lawsthe next succeeding Business Day Payment Record Dates: Each Business Day immediately preceding each Payment Date, except as otherwise set forth in the Indenture 1 Rule 144A Note CUSIP: 00218Q AA8 Rule 144A Note ISIN: US00218QAA85 Regulation S Note CUSIP: G0541Q AA9 Regulation S Note ISIN: USG0541QAA97 IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed. Dated: AS MILEAGE PLAN IP LTD. By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee Dated: By: Authorized Signatory Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Limited Recourse; Non-Petition. (a) Each of the Collateral Manager The Investment Adviser covenants and each Secured Party acknowledges agrees that the Borrower is a special purpose entity and that none of the directors, officers, incorporators, shareholders, partners, members, managers, agents or employees of the Borrower (including, without limitation, any Equityholder and any Affiliate thereof) shall be personally liable for any of the obligations of the Borrower under this Agreement. The Borrower’s sole source of funds for payment of all amounts due hereunder shall be the Collateral, and, upon application Agreement are limited recourse obligations of the proceeds of Borrower, payable solely from the Collateral and its reduction to zero in accordance with the terms of the Loan Documents, and, following realization of the Collateral, any claims of the Investment Adviser and under the circumstances described herein, all obligations of and all claims against the Borrower under this Agreement, any Note or under any other Facility Document shall extinguish be extinguished and shall not thereafter revive. No It is understood that the foregoing provisions of this Section 26 shall not (i) prevent recourse shall be had to the Collateral for the payment of sums due or to become due under any amount owing in respect of the Advances against the Equityholdersecurity, the Collateral Manager instrument or any Affiliate, shareholder, partner, manager, officer, director, employee or member of the Borrower, the Equityholder or the Collateral Manager or their respective successors or assigns or, except as specifically set forth in this Agreement (including, but not limited to Section 13.04(c)) and in the other Facility Documents, for any other amounts payable in respect of the Obligations or the Facility Documents. (b) Each agreement which is part of the Collateral Manager or (ii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by this Agreement until the Collateral has been realized, whereupon any outstanding indebtedness or obligation shall be extinguished and each Secured Party hereby shall not thereafter revive. The Investment Adviser covenants and agrees not that, prior to the date that is one year and one day (or, if longer, any applicable preference period and one day) after the payment in full of all Obligations (other than contingent reimbursement and indemnification obligations), no party hereto shall institute against, or join, cooperate with or encourage join any other Person in instituting against, the Borrower any bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium insolvency or liquidation proceeding proceedings or other proceeding similar proceedings under federal any federal, state or state foreign bankruptcy or similar laws until at least one year and one day, or, if longer, the applicable preference period then in effect plus one day, after the payment in full of all outstanding Obligations and the termination of all Individual Lender Maximum Funding Amounts; provided that nothing in this Section 13.17 shall preclude, or be deemed to prevent, any Secured Party (a) from taking any action prior to the expiration of the aforementioned one year and one day period, or, if longer, the applicable preference period then in effect, in (i) any case or proceeding voluntarily filed or commenced by the Borrower or (ii) any involuntary insolvency proceeding filed or commenced against the Borrower by a Person other than any such Secured Party, or (b) from commencing against the Borrower or any properties of the Borrower any legal action which is not a bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding or other proceeding under federal or state bankruptcy or similar lawslaw. The provisions of this paragraph Section 26 shall survive the termination of this Agreement. The provisions of this Section 13.17 are a material inducement for the Secured Parties to enter into this Agreement and the transactions contemplated hereby and are an essential term hereof. The parties hereby agree that monetary damages are not adequate for a breach of the provisions of this Section 13.17 and the Administrative Agent may seek and obtain specific performance of such provisions (including injunctive relief), including, without limitation, in any bankruptcy, reorganization, arrangement, winding up, insolvency, moratorium, winding up or liquidation proceedings, or other proceedings under United States federal or state bankruptcy laws, or any similar laws.

Limited Recourse; Non-Petition. (a) Each of the Collateral Manager Investment Advisor and each Secured Party acknowledges that the Borrower is a special purpose entity and that none of the directors, officers, incorporators, shareholders, partners, members, managers, agents or employees (collectively, the “Relevant Agents”) of the Borrower (including, without limitation, any Equityholder and any Affiliate thereof) shall be personally liable for any of the obligations of the Borrower under this Agreement. The Borrower’s sole source of funds for payment of all amounts due hereunder shall be the Collateral, and, upon application of the proceeds of the Collateral and its reduction to zero in accordance with the terms and under the circumstances described herein, all obligations of and all claims against the Borrower under this Agreement, any Note or under any other Facility Document shall extinguish and shall not thereafter revive. No recourse shall be had for the payment of any amount owing in respect of the Advances or the Obligations against the Equityholder, the Collateral Manager Investment Advisor or any Affiliate, shareholder, partner, manager, officer, director, employee or member of the Borrower, the Equityholder or the Collateral Manager Investment Advisor or their respective successors or assigns or, except as specifically set forth in this Agreement (including, but not limited to Section 13.04(c)) and in the other Facility Documents, for any other amounts payable in respect of the Obligations or the Facility Documentsassigns. (b) Each of the Collateral Manager Investment Advisor and each Secured Party hereby agrees not to institute against, or join, cooperate with or encourage any other Person in instituting against, the Borrower any bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding or other proceeding under federal or state bankruptcy or similar laws until at least one year and one day, or, if longer, the applicable preference period then in effect plus one day, after the payment in full of all outstanding Obligations and the termination of all Individual Lender Maximum Funding Amounts; provided that nothing in this Section 13.17 shall preclude, or be deemed to prevent, any Secured Party (a) from taking any action prior to the expiration of the aforementioned one year and one day period, or, if longer, the applicable preference period then in effect, in (i) any case or proceeding voluntarily filed or commenced by the Borrower or (ii) any involuntary insolvency proceeding filed or commenced against the Borrower by a Person other than any such Secured Party, or (b) from commencing against the Borrower or any properties of the Borrower any legal action which is not a bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or liquidation proceeding or other proceeding under federal or state bankruptcy or similar laws. The provisions of this paragraph shall survive the termination of this Agreement. The provisions of this Section 13.17 are a material inducement for the Secured Parties to enter into this Agreement and the transactions contemplated hereby and are an essential term hereof. The parties hereby agree that monetary damages are not adequate for a breach of the provisions of this Section 13.17 and the Administrative Agent may seek and obtain specific performance of such provisions (including injunctive relief), including, without limitation, in any bankruptcy, reorganization, arrangement, winding up, insolvency, moratorium, winding up or liquidation proceedings, or other proceedings under United States federal or state bankruptcy laws, or any similar laws.