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

Limited Recourse; Non-Petition. The Investment Adviser covenants and agrees that the obligations of the Borrower under this Agreement are limited recourse obligations of the Borrower, payable solely from the Collateral in accordance with the terms of the Loan Documents, and, following realization of the Collateral, any claims of the Investment Adviser and all obligations of the Borrower shall be extinguished and shall not thereafter revive. It is understood that the foregoing provisions of this Section 26 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral 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 shall not thereafter revive. The Investment Adviser covenants and agrees 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 any other Person in instituting against, the Borrower any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under any federal, state or foreign bankruptcy or similar law. The provisions of this Section 26 shall survive the termination of this Agreement.

Limited Recourse; Non-Petition. The Investment Adviser covenants (a) Each of the Servicer and agrees 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 are limited recourse obligations Agreement. The Borrower’s sole source of funds for payment of all amounts due hereunder shall be the Collateral, and, upon application of the Borrower, payable solely from proceeds of the Collateral and its reduction to zero in accordance with the terms of and under the Loan Documentscircumstances described herein, and, following realization of the Collateral, any claims of the Investment Adviser and all obligations of and all claims against the Borrower under this Agreement, any Note or under any other Facility Document shall be extinguished extinguish and shall not thereafter revive. It is understood that the foregoing provisions of this Section 26 No recourse shall not (i) prevent recourse to the Collateral be had for the sums due or to become due under payment of any security, instrument or agreement which is part amount owing in respect of the Collateral Advances against the Equityholder, the Servicer or (ii) constitute a waiverany Affiliate, release shareholder, partner, manager, officer, director, employee or discharge member of any indebtedness the Borrower, the Equityholder or obligation evidenced by the Servicer or their respective successors or assigns or, except as specifically set forth in this Agreement until (including, but not limited to Section 13.04(c)) and in the Collateral has been realizedother Facility Documents, whereupon for any outstanding indebtedness other amounts payable in respect of the Obligations or obligation shall be extinguished the Facility Documents. (b) Each of the Servicer and shall each Secured Party hereby agrees not thereafter revive. The Investment Adviser covenants and agrees 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 join, cooperate with or encourage any other Person in instituting against, the Borrower any bankruptcy, reorganization, receivership, arrangement, insolvency insolvency, moratorium or liquidation proceedings proceeding or other similar proceedings proceeding under any federal, federal or state or foreign bankruptcy or similar lawlaws 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 Section 26 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. Section 13.18

Limited Recourse; Non-Petition. The Investment Adviser covenants and agrees that Notwithstanding any other provision of this Agreement or any other document to which it may be a party, the obligations of the Borrower under this Agreement IP Entities from time to time and at any time hereunder are limited recourse obligations of the Borrower, IP Entities and are payable solely from the Collateral in accordance with the terms of the Loan Documents, and, upon which a Lien was granted (or purported to be granted) available at such time and amounts derived therefrom and following realization of the CollateralCollateral upon which a Lien was granted (or purported to be granted), any claims and application of the Investment Adviser and Proceeds (including proceeds of assets upon which a Lien was purported to be granted) thereof in accordance with this Agreement, all obligations of and any remaining claims against the Borrower IP Entities hereunder or in connection herewith after such realization shall be extinguished and shall not thereafter revive. No recourse shall be had against any officer, director, employee, shareholder, administrator or incorporator of the IP Entities or their respective successors or assigns for any amounts payable hereunder. Notwithstanding any other provision of this Agreement, no Person may, prior to the date which is one year (or if longer, any applicable preference period) and one day after the Discharge of Senior Secured Debt Obligations, institute against, or join any other Person in instituting against, the IP Entities any Insolvency or Liquidation Proceeding, or other proceedings under Cayman Islands, Luxembourg, U.S. federal or state bankruptcy or similar laws. Nothing in this Section 10.22 shall preclude, or be deemed to estop, the parties hereto (i) from taking any action prior to the expiration of the aforementioned period in (A) any case or Insolvency or Liquidation Proceeding voluntarily filed or commenced by the IP Entities or (B) any involuntary Insolvency or Liquidation Proceeding filed or commenced by a Person other than a party hereto, or (ii) from commencing against the IP Entities or any of their respective property any legal action which is not an Insolvency or Liquidation Proceeding. It is understood that the foregoing provisions of this Section 26 shall not (ix) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral or (iiy) constitute a waiver, release or discharge of any indebtedness Indebtedness or obligation evidenced by this Agreement secured hereby until the such Collateral has have been realized, whereupon any outstanding indebtedness or obligation shall be extinguished and shall not thereafter revive. The Investment Adviser covenants and agrees that, prior to It is further understood that 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 any other Person in instituting against, the Borrower any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under any federal, state or foreign bankruptcy or similar law. The foregoing provisions of this Section 26 shall survive not limit the termination right of this Agreement.any Person to name the IP Entities 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. 178 179

Limited Recourse; Non-Petition. The Investment Adviser covenants and agrees that Notwithstanding any other provision of this Agreement or any other document to which it may be a party, the obligations of the Borrower under this Agreement each SPV Party from time to time and at any time hereunder are limited recourse obligations of the Borrower, such SPV Party and are payable solely from the Collateral in accordance with the terms of the Loan Documents, and, assets thereof available at such time and amounts derived therefrom and following realization of the Collateralassets of such SPV Party, any claims and application of the Investment Adviser and Proceeds (including proceeds of assets upon which a Lien was purported to be granted) thereof in accordance with this Agreement, all obligations of the Borrower and any remaining claims against such SPV Party hereunder or in connection herewith after such realization shall be extinguished and shall not thereafter revive. No recourse shall be had against any officer, director, employee, shareholder, administrator or incorporator of the SPV Parties or their respective successors or assigns for any amounts payable hereunder. Notwithstanding any other provision of this Agreement, no Person may, prior to the date which is one year (or if longer, any applicable preference period) and one day after the Discharge of Senior Secured Debt Obligations, institute against, or join any other Person in instituting against, the SPV Parties any Insolvency or Liquidation Proceeding, or other proceedings under Cayman Islands, U.S. federal or state bankruptcy or similar laws. Nothing in this Section 10.22 shall preclude, or be deemed to estop, the parties hereto (i) from taking any action prior to the expiration of the aforementioned period in (A) any case or Insolvency or Liquidation Proceeding voluntarily filed or commenced by any SPV Party or (B) any involuntary Insolvency or Liquidation Proceeding filed or commenced by any other non-affiliated Person, or (ii) from commencing against any SPV Party or any of its property any legal action which is not an Insolvency or Liquidation Proceeding. It is understood that the foregoing provisions of this Section 26 shall not (ix) prevent recourse to the assets of the SPV Parties (including, in the case of Loyalty Co and Hold Co 3, the Collateral for the and sums due or to become due under any security, instrument or agreement which is part of the Collateral Collateral) or (iiy) constitute a waiver, release or discharge of any indebtedness Indebtedness or obligation evidenced by this Agreement secured hereby until all assets of SPV Parties (including, in the case of Loyalty Co and Hold Co 3, the Collateral has and sums due or to become due under any security, instrument or agreement which is part of the Collateral) have been realized, whereupon any outstanding indebtedness or obligation shall be extinguished and shall not thereafter revive. The Investment Adviser covenants and agrees that, prior to It is further understood that 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 any other Person in instituting against, the Borrower any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under any federal, state or foreign bankruptcy or similar law. The foregoing provisions of this Section 26 shall survive not limit the termination right of this Agreementany 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.

Limited Recourse; Non-Petition. The Investment Adviser covenants and agrees that Notwithstanding any other provision of this Indenture or any other document to which it may be a party, the obligations of each IP Party from time to time and at any time under any Series of the Borrower under this Agreement Notes are limited recourse obligations of the Borrower, such IP Party and are payable solely from the Shared Collateral in accordance with the terms of the Loan Documents, and, thereof available at such time and amounts derived therefrom and following realization of the CollateralShared Collateral of such IP Party, any claims and application of the Investment Adviser proceeds (including proceeds of assets upon which a Lien was purported to be granted) thereof in accordance with this Indenture, the other Collateral Documents and the Azul Cargo Collateral Documents, all obligations of the Borrower and any remaining claims against such IP Party hereunder or in connection herewith after such realization shall be extinguished and shall not thereafter revive. It is understood that No recourse shall be had against any officer, director, employee, shareholder, administrator, or incorporator of the foregoing provisions IP Parties, their respective Affiliates or their respective successors or assigns for any amounts payable under the Notes, this Indenture, the Collateral Documents or the Azul Cargo Collateral Documents (except as otherwise provided in any such Collateral Document or Azul Cargo Collateral Document). Notwithstanding any other provision of this Section 26 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any securityIndenture, instrument or agreement which is part of the Collateral 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 shall not thereafter revive. The Investment Adviser covenants and agrees thatno Person may, prior to the date that which is one year and one day (or, or if longer, any applicable preference period period) and one day) day after the payment in full of all Obligations (other than contingent reimbursement and indemnification obligations)Notes, no party hereto shall institute against, or join any other Person in instituting against, the Borrower any IP Party any bankruptcy, winding up, reorganization, arrangementrestructuring, insolvency insolvency, moratorium or liquidation proceedings (including provisional liquidation) proceedings, or other similar proceedings under any federalBankruptcy Laws. Nothing in this Section 13.08 shall preclude, state or foreign bankruptcy be deemed to estop, the parties hereto (i) from taking any action prior to the expiration of the aforementioned period in (A) any proceedings under any Bankruptcy Laws filed or similar lawcommenced by any non-affiliated Person, or (ii) from commencing against any IP Party or any of their respective property any legal action which is not a bankruptcy, winding up, reorganization, restructuring, insolvency, moratorium, liquidation (including provisional liquidation) or 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 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. The provisions of this Section 26 section 13.08 shall survive the termination of this Agreement.Indenture. 195

Limited Recourse; Non-Petition. The Investment Adviser covenants and agrees that Notwithstanding any other provision of this Indenture or any other document to which it may be a party, the obligations of the Borrower under this Agreement each SPV Party from time to time and at any time hereunder are limited recourse obligations of the Borrower, such SPV Party and are payable solely from the Collateral in accordance with the terms of the Loan Documents, and, assets thereof available at such time and amounts derived therefrom and following realization of the Collateralassets of such SPV Party, any claims and application of the Investment Adviser Proceeds (including proceeds of assets upon which a Lien was purported to be granted) thereof in accordance with this Indenture and the other Collateral Documents, all obligations of the Borrower and any remaining claims against such SPV Party hereunder or in connection herewith after such realization shall be extinguished and shall not thereafter revive. It is understood that No recourse shall be had against any officer, director, employee, shareholder, or incorporator of the foregoing provisions SPV Parties, their respective Affiliates or their respective successors or assigns for any amounts payable hereunder other than any guaranty by such shareholder expressly provided in the Transaction Documents. Notwithstanding any other provision of this Section 26 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any securityIndenture, instrument or agreement which is part of the Collateral 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 shall not thereafter revive. The Investment Adviser covenants and agrees thatno Person may, prior to the date that which is one year and one day (or, or if longer, any applicable preference period period) and one day) day after the payment in full Discharge of all Obligations (other than contingent reimbursement and indemnification obligations)Senior Secured Debt Obligations, no party hereto shall institute against, or join any other Person in instituting against, the Borrower any bankruptcy, reorganization, arrangement, SPV Party any insolvency or liquidation proceedings proceeding, or other similar proceedings under any federalCayman Islands, U.S. federal or state or foreign bankruptcy or similar lawlaws. The Nothing in this Section 13.08 shall preclude, or be deemed to estop, the parties hereto (i) from taking any action prior to the expiration of the aforementioned period in (A) any case or insolvency or liquidation proceeding voluntarily filed or commenced by any SPV Party or (B) any involuntary insolvency or liquidation proceeding filed or commenced by any non-affiliated Person, or (ii) from commencing against any SPV Party or any of their respective property any legal action which is not an insolvency or liquidation proceeding. It is understood that the foregoing provisions of this Section 26 shall survive not (x) prevent recourse to the termination 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 AgreementSection 13.08 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. 140 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, INC. 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, NATIONAL ASSOCIATION, as Trustee and as Collateral Custodian By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Vice President EXHIBIT A [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] CUSIP [ ] ISIN [ ]1 [[RULE 144A][REGULATION S] GLOBAL NOTE representing up to $______________] 8.00% Senior Secured Notes due 2025 No. ___ [$______________] SPIRIT IP CAYMAN LTD. and SPIRIT LOYALTY CAYMAN LTD. promise to pay to CEDE & CO. or registered 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 if such day is not a Business Day, the 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 [Back of Note] 8.00% Senior Secured Notes due 2025 Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Limited Recourse; Non-Petition. The Investment Adviser covenants and agrees that 135 Notwithstanding any other provision of this Indenture or any other document to which it may be a party, the obligations of the Borrower under this Agreement each SPV Party from time to time and at any time hereunder are limited recourse obligations of the Borrower, such SPV Party and are payable solely from the Collateral in accordance with the terms of the Loan Documents, and, assets thereof available at such time and amounts derived therefrom and following realization of the Collateralassets of such SPV Party, any claims and application of the Investment Adviser and proceeds (including proceeds of assets upon which a Lien was purported to be granted) thereof in accordance with this Indenture, all obligations of the Borrower and any remaining claims against such SPV Party hereunder or in connection herewith after such realization shall be extinguished and shall not thereafter revive. No recourse shall be had against any officer, director, employee, shareholder, administrator or incorporator of the SPV Parties or their respective successors or assigns for any amounts payable hereunder. Notwithstanding any other provision of this Indenture, no Person may, prior to the date which is one year (or if longer, any applicable preference period) and one day after the Discharge of Senior Secured Debt Obligations, institute against, or join any other Person in instituting against, the SPV Parties any insolvency or liquidation proceeding, or other proceedings under Cayman Islands, U.S. federal or state bankruptcy or similar laws. Nothing in this Section 13.08 shall preclude, or be deemed to estop, the parties hereto (i) from taking any action prior to the expiration of the aforementioned period in (A) any case or insolvency or liquidation proceeding voluntarily filed or commenced by any SPV Party or (B) any involuntary insolvency or liquidation proceeding filed or commenced by any other non-affiliated Person, or (ii) from commencing against any SPV Party or any of its property any legal action which is not an insolvency or liquidation proceeding. It is understood that the foregoing provisions of this Section 26 shall not (ix) prevent recourse to the assets of the SPV Parties (including, in the case of Loyalty Co and Hold Co 3, the Collateral for the and sums due or to become due under any security, instrument or agreement which is part of the Collateral Collateral) or (iiy) constitute a waiver, release or discharge of any indebtedness Indebtedness or obligation evidenced by this Agreement secured hereby until all assets of SPV Parties (including, in the case of Loyalty Co and Hold Co 3, the Collateral has and sums due or to become due under any security, instrument or agreement which is part of the Collateral) have been realized, whereupon any outstanding indebtedness or obligation shall be extinguished and shall not thereafter revive. The Investment Adviser covenants and agrees that, prior to It is further understood that 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 any other Person in instituting against, the Borrower any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under any federal, state or foreign bankruptcy or similar law. The foregoing provisions of this Section 26 13.08 shall survive not limit the termination right of this Agreementany 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.

Limited Recourse; Non-Petition. The Investment Adviser covenants and agrees that 139 Notwithstanding any other provision of this Indenture or any other document to which it may be a party, the obligations of the Borrower under this Agreement each SPV Party from time to time and at any time hereunder are limited recourse obligations of the Borrower, such SPV Party and are payable solely from the Collateral in accordance with the terms of the Loan Documents, and, assets thereof available at such time and amounts derived therefrom and following realization of the Collateralassets of such SPV Party, any claims and application of the Investment Adviser Proceeds (including proceeds of assets upon which a Lien was purported to be granted) thereof in accordance with this Indenture and the other Collateral Documents, all obligations of the Borrower and any remaining claims against such SPV Party hereunder or in connection herewith after such realization shall be extinguished and shall not thereafter revive. It is understood that No recourse shall be had against any officer, director, employee, shareholder, or incorporator of the foregoing provisions SPV Parties, their respective Affiliates or their respective successors or assigns for any amounts payable hereunder other than any guaranty by such shareholder expressly provided in the Transaction Documents. Notwithstanding any other provision of this Section 26 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any securityIndenture, instrument or agreement which is part of the Collateral 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 shall not thereafter revive. The Investment Adviser covenants and agrees thatno Person may, prior to the date that which is one year and one day (or, or if longer, any applicable preference period period) and one day) day after the payment in full Discharge of all Obligations (other than contingent reimbursement and indemnification obligations)Senior Secured Debt Obligations, no party hereto shall institute against, or join any other Person in instituting against, the Borrower any bankruptcy, reorganization, arrangement, SPV Party any insolvency or liquidation proceedings proceeding, or other similar proceedings under any federalCayman Islands, U.S. federal or state or foreign bankruptcy or similar lawlaws. The Nothing in this Section 13.08 shall preclude, or be deemed to estop, the parties hereto (i) from taking any action prior to the expiration of the aforementioned period in (A) any case or insolvency or liquidation proceeding voluntarily filed or commenced by any SPV Party or (B) any involuntary insolvency or liquidation proceeding filed or commenced by any non-affiliated Person, or (ii) from commencing against any SPV Party or any of their respective property any legal action which is not an insolvency or liquidation proceeding. It is understood that the foregoing provisions of this Section 26 shall survive not (x) prevent recourse to the termination 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 AgreementSection 13.08 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. 140 HAWAIIAN HOLDINGS, INC. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Executive Vice President, Chief Financial Officer and Treasurer HAWAIIAN AIRLINES, INC. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Executive Vice President & Chief Financial Officer EXECUTED AS DEED ON BEHALF OF: HAWAIIAN BRAND INTELLECTUAL PROPERTY, LTD. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Director EXECUTED AS DEED ON BEHALF OF: HAWAIIANMILES LOYALTY, LTD. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Director EXECUTED AS DEED ON BEHALF OF: HAWAIIAN FINANCE 1, LTD. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Director EXECUTED AS DEED ON BEHALF OF: HAWAIIAN FINANCE 2, LTD. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Director WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and as Collateral Custodian By: /s/ Xxxxx Xxxxxx Xxxxxxx Name: Xxxxx Xxxxxx Xxxxxxx Title: Vice President EXHIBIT A [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] CUSIP [ ] ISIN [ ]1 [[RULE 144A][REGULATION S] GLOBAL NOTE representing up to $______________] 5.750% Senior Secured Notes due 2026 No. ___ [$______________] HAWAIIAN BRAND INTELLECTUAL PROPERTY, LTD. and HAWAIIANMILES LOYALTY, LTD. promise to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] of ________________________ United States Dollars on [________], 2026. Payment Dates: 20th calendar day of January, April, July, and October, or if such day is not a Business Day, the next succeeding Business Day Record Dates: Each Business Day immediately preceding each Payment Date 1 Rule 144A Note CUSIP: [_________] Rule 144A Note ISIN: [_________] Regulation S Note CUSIP: [_________] Regulation S Note ISIN: [_________] IN WITNESS HEREOF, the Issuers have caused this instrument to be duly executed. Dated: HAWAIIAN BRAND INTELLECTUAL PROPERTY, LTD. By: ____________________________________ Name: Title: HAWAIIANMILES LOYALTY, LTD. 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] 5.750% Senior Secured Notes due 2026 Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Limited Recourse; Non-Petition. The Investment Adviser covenants and agrees that Notwithstanding any other provision of this Agreement, the obligations of the Borrower under this Agreement Issuer hereunder are limited recourse obligations of the BorrowerIssuer, payable solely from the Collateral and only to the extent of funds available from time to time in accordance with the terms Priority of the Loan DocumentsPayments, and, and following realization exhaustion of the Collateralsuch amounts, any claims of the Investment Adviser and all obligations of the Borrower shall be extinguished and shall not thereafter revive. It is understood that the foregoing provisions of this Section 26 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral 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 Manager hereunder shall be extinguished and shall not thereafter revive. The Investment Adviser covenants Collateral Manager further agrees (i) not to take any action in respect of any claims hereunder against any officer, director, employee, administrator or shareholder of the Issuer and agrees that, prior (ii) not 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 any other Person in instituting against, the Borrower Issuer or the Co-Issuer any bankruptcy, reorganization, arrangement, insolvency insolvency, moratorium or liquidation proceedings or other similar proceedings under any federalCayman Islands, U.S. federal or state or foreign bankruptcy or similar law. The provisions laws until at least one year and one day 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 Section 26 clause (ii) shall survive preclude, or be deemed to estop, the termination Collateral Manager (A) from taking any action prior to the expiration of this Agreementthe applicable preference period in (x) any case or proceeding voluntarily filed or commenced by the Issuer or the Co-Issuer, as the case may be, or (y) any involuntary insolvency proceeding filed or commenced against the Issuer or the Co-Issuer, as the case may be, by a Person other than the Collateral Manager, or (B) from commencing against the Issuer or the Co-Issuer or any properties of the Issuer or the Co-Issuer any legal action which is not a bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceeding.

Limited Recourse; Non-Petition. The Investment Adviser covenants and agrees that Notwithstanding any other provision of this Agreement or any other document to which it may be a party, the obligations of the Borrower under this Agreement each SPV Party from time to time and at any time hereunder are limited recourse obligations of the Borrower, such SPV Party and are payable solely from the Collateral in accordance with the terms of the Loan Documents, and, assets thereof available at such time and amounts derived therefrom and following realization of the Collateralassets of such SPV Party, any claims and application of the Investment Adviser and Proceeds (including proceeds of assets upon which a Lien was purported to be granted) thereof in accordance with this Agreement, all obligations of the Borrower and any remaining claims against such SPV Party hereunder or in connection herewith after such realization shall be extinguished and 168 #4875-3210-4001v1 shall not thereafter revive. No recourse shall be had against any officer, director, employee, shareholder, administrator or incorporator of the SPV Parties or their respective successors or assigns for any amounts payable hereunder. Notwithstanding any other provision of this Agreement, no Person may, prior to the date which is one year (or if longer, any applicable preference period) and one day after the Discharge of Senior Secured Debt Obligations, institute against, or join any other Person in instituting against, the SPV Parties any Insolvency or Liquidation Proceeding, or other proceedings under Cayman Islands, U.S. federal or state bankruptcy or similar laws. Nothing in this Section 10.22 shall preclude, or be deemed to estop, the parties hereto (i) from taking any action prior to the expiration of the aforementioned period in (A) any case or Insolvency or Liquidation Proceeding voluntarily filed or commenced by any SPV Party or (B) any involuntary Insolvency or Liquidation Proceeding filed or commenced by any other non-affiliated Person, or (ii) from commencing against any SPV Party or any of its property any legal action which is not an Insolvency or Liquidation Proceeding. It is understood that the foregoing provisions of this Section 26 shall not (ix) prevent recourse to the assets of the SPV Parties (including, in the case of Loyalty Co and Hold Co 3, the Collateral for the and sums due or to become due under any security, instrument or agreement which is part of the Collateral Collateral) or (iiy) constitute a waiver, release or discharge of any indebtedness Indebtedness or obligation evidenced by this Agreement secured hereby until all assets of SPV Parties (including, in the case of Loyalty Co and Hold Co 3, the Collateral has and sums due or to become due under any security, instrument or agreement which is part of the Collateral) have been realized, whereupon any outstanding indebtedness or obligation shall be extinguished and shall not thereafter revive. The Investment Adviser covenants and agrees that, prior to It is further understood that 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 any other Person in instituting against, the Borrower any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under any federal, state or foreign bankruptcy or similar law. The foregoing provisions of this Section 26 shall survive not limit the termination right of this Agreement.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. 169 #4875-3210-4001v1

Limited Recourse; Non-Petition. The Investment Adviser covenants and agrees that Notwithstanding any other provision of this Indenture or any other document to which it may be a party, the obligations of the Borrower under this Agreement each SPV Party from time to time and at any time hereunder are limited recourse obligations of the Borrower, such SPV Party and are payable solely from the Collateral in accordance with the terms of the Loan Documents, and, assets thereof available at such time and amounts derived therefrom and following realization of the Collateralassets of such SPV Party, any claims and application of the Investment Adviser and Proceeds (as defined in the UCC) (including proceeds of assets upon which a Lien was purported to be granted) thereof in accordance with this Indenture, all obligations of the Borrower and any remaining claims against such SPV Party hereunder or in connection herewith after such realization shall be extinguished and shall not thereafter revive. No recourse shall be had against any officer, director, employee, shareholder, administrator or 179 incorporator of the SPV Parties or their respective successors or assigns for any amounts payable hereunder. Notwithstanding any other provision of this Indenture, no Person may, prior to the date which is one year (or if longer, any applicable preference period) and one day after the Discharge of Senior Secured Debt Obligations, institute against, or join any other Person in instituting against, the SPV Parties any Insolvency or Liquidation Proceeding, or other proceedings under Cayman Islands, Luxembourg, U.S. federal or state bankruptcy or similar laws. Nothing in this Section 13.08 shall preclude, or be deemed to estop, the parties hereto (i) from taking any action prior to the expiration of the aforementioned period in (A) any case or Insolvency or Liquidation Proceeding voluntarily filed or commenced by any SPV Party or (B) any involuntary Insolvency or Liquidation Proceeding filed or commenced by any other Person, or (ii) from commencing against any SPV Party or any of its property any legal action which is not an Insolvency or Liquidation Proceeding. It is understood that the foregoing provisions of this Section 26 shall not (ix) prevent recourse to the assets of the SPV Parties (including the Collateral for the and sums due or to become due under any security, instrument or agreement which is part of the Collateral Collateral) or (iiy) constitute a waiver, release or discharge of any indebtedness Indebtedness or obligation evidenced by this Agreement secured hereby until all assets of SPV Parties (including the Collateral has and sums due or to become due under any security, instrument or agreement which is part of the Collateral) have been realized, whereupon any outstanding indebtedness or obligation shall be extinguished and shall not thereafter revive. The Investment Adviser covenants and agrees that, prior to It is further understood that 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 any other Person in instituting against, the Borrower any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under any federal, state or foreign bankruptcy or similar law. The foregoing provisions of this Section 26 shall survive not limit the termination 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] 180 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 [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” (“OID”) WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AND THIS LEGEND IS REQUIRED BY SECTION 1275(c) OF THE CODE. HOLDERS MAY OBTAIN INFORMATION REGARDING THE AMOUNT OF ANY OID, THE 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.] CUSIP [ ] ISIN [ ]1 [[RULE 144A][REGULATION S] GLOBAL NOTE representing up to $______________] 5.500% Senior Secured Notes due 2026 No. ___ [$______________] AADVANTAGE LOYALTY IP LTD. and AMERICAN AIRLINES, INC. promise to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of ________________________ United States Dollars] on April 20, 2026. Payment Dates: 20th calendar day of January, April, July and October, or if such day is not a Business Day, the 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 Agreementinstrument 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] 5.500% Senior Secured Notes due 2026 Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Limited Recourse; Non-Petition. The Investment Adviser covenants and agrees that Notwithstanding any other provision of this Agreement or any other document to which it may be a party, the obligations of the Borrower under this Agreement each SPV Party from time to time and at any time hereunder are limited recourse obligations of the Borrower, such SPV Party and are payable solely from the Collateral in accordance with the terms of the Loan Documents, and, assets thereof available at such time and amounts derived therefrom and following realization of the Collateralassets of such SPV Party, any claims and application of the Investment Adviser and Proceeds (as defined in the UCC) (including proceeds of assets upon which a Lien was purported to be granted) thereof in accordance with this Agreement, all obligations of the Borrower and any remaining claims against such SPV Party hereunder or in connection herewith after such realization shall be extinguished and shall not thereafter revive. No recourse shall be had against any officer, director, employee, shareholder, administrator or incorporator of the SPV Parties or their respective successors or assigns for any amounts payable hereunder. Notwithstanding any other provision of this Agreement, no Person may, prior to the date which is one year (or if longer, any applicable preference period) and one day after the Discharge of Senior Secured Debt Obligations, institute against, or join any other Person in instituting against, the SPV Parties any Insolvency or Liquidation Proceeding, or other proceedings under Cayman Islands, Luxembourg, U.S. federal or state bankruptcy or similar laws. Nothing in this Section 10.22 shall preclude, or be deemed to estop, the parties hereto (i) from taking any action prior to the expiration of the aforementioned period in (A) any case or Insolvency or Liquidation Proceeding voluntarily filed or commenced by any SPV Party or (B) any involuntary Insolvency or Liquidation Proceeding filed or commenced by any other Person, or (ii) from commencing against any SPV Party or any of its property any legal action which is not an Insolvency or Liquidation Proceeding. It is understood that the foregoing provisions of this Section 26 shall not (ix) prevent recourse to the assets of the SPV Parties (including the Collateral for the and sums due or to become due under any security, instrument or agreement which is part of the Collateral Collateral) or (iiy) constitute a waiver, release or discharge of any indebtedness Indebtedness or obligation evidenced by this Agreement secured hereby until all assets of SPV Parties (including the Collateral has and sums due or to become due under any security, instrument or agreement which is part of the Collateral) have been realized, whereupon any outstanding indebtedness or obligation shall be extinguished and shall not thereafter revive. The Investment Adviser covenants and agrees that, prior to It is further understood that 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 any other Person in instituting against, the Borrower any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceedings under any federal, state or foreign bankruptcy or similar law. The foregoing provisions of this Section 26 shall survive not limit the termination right of this Agreement.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. 205