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

Limited Recourse; Non-Petition. Notwithstanding any other provision of this Agreement or any other document to which it may be a party, the obligations of the IP Entities from time to time and at any time hereunder are limited recourse obligations of 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 the Collateral upon which a Lien was granted (or purported to be granted), and application of the 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 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 shall not (x) 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 (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 shall not limit the right of 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. Notwithstanding any other provision of this Agreement or any other document to which it may be a party, the obligations of the IP Entities each SPV Party from time to time and at any time hereunder are limited recourse obligations of the IP Entities such SPV Party and are payable solely from the Collateral upon which a Lien was granted (or purported to be granted) assets thereof available at such time and amounts derived therefrom and following realization of the Collateral upon which a Lien was granted (or purported to be granted)assets of such SPV Party, and application of the 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 IP Entities 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 IP Entities 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 IP Entities 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 the IP Entities any SPV Party or (B) any involuntary Insolvency or Liquidation Proceeding filed or commenced by a Person any other than a party heretonon-affiliated Person, or (ii) from commencing against the IP Entities any SPV Party or any of their respective its property any legal action which is not an Insolvency or Liquidation Proceeding. It is understood that the foregoing provisions of this Section shall not (x) 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 (y) constitute a waiver, release or discharge of any Indebtedness or obligation secured hereby until such 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 shall not limit the right of any Person to name the IP Entities 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. 178 179.

Limited Recourse; Non-Petition. Notwithstanding any other provision of this Agreement or any other document to which it may be a party, the obligations of the IP Entities each SPV Party from time to time and at any time hereunder are limited recourse obligations of the IP Entities such SPV Party and are payable solely from the Collateral upon which a Lien was granted (or purported to be granted) assets thereof available at such time and amounts derived therefrom and following realization of the Collateral upon which a Lien was granted (or purported to be granted)assets of such SPV Party, and application of the 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 and any remaining claims against the IP Entities 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 IP Entities 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 IP Entities 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 the IP Entities any SPV Party or (B) any involuntary Insolvency or Liquidation Proceeding filed or commenced by a Person any other than a party heretoPerson, or (ii) from commencing against the IP Entities any SPV Party or any of their respective its property any legal action which is not an Insolvency or Liquidation Proceeding. It is understood that the foregoing provisions of this Section shall not (x) 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 (y) constitute a waiver, release or discharge of any Indebtedness or obligation secured hereby until such 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 shall not limit the right of any Person to name the IP Entities 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. 178 179205

Limited Recourse; Non-Petition. Notwithstanding any other provision of this Agreement or any other document to which it may be a partyAgreement, the obligations of the IP Entities from time to time and at any time Issuer hereunder are limited recourse obligations of the IP Entities and are Issuer, payable solely from the Collateral upon which a Lien was granted (or purported and only to be granted) the extent of funds available at such from time and amounts derived therefrom to time in accordance with the Priority of Payments, and following realization exhaustion of such amounts, any claims of the Collateral upon which a Lien was granted (or purported to be granted), and application of the 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 IP Entities Manager hereunder or in connection herewith after such realization shall be extinguished and shall not thereafter revive. No recourse shall be had The Collateral Manager further agrees (i) not to take any action in respect of any claims hereunder against any officer, director, employee, shareholder, administrator or incorporator shareholder 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 Issuer and (ii) not 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 Issuer or the Co-Issuer any Insolvency bankruptcy, reorganization, arrangement, insolvency, moratorium or Liquidation Proceeding, liquidation proceedings or other proceedings under Cayman Islands, Luxembourg, U.S. federal or state bankruptcy or similar laws. Nothing 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 10.22 clause (ii) shall preclude, or be deemed to estop, the parties hereto Collateral Manager (iA) from taking any action prior to the expiration of the aforementioned applicable preference period in (Ax) any case or Insolvency or Liquidation Proceeding proceeding voluntarily filed or commenced by the IP Entities Issuer or the Co-Issuer, as the case may be, or (By) any involuntary Insolvency or Liquidation Proceeding insolvency proceeding filed or commenced against the Issuer or the Co-Issuer, as the case may be, by a Person other than a party heretothe Collateral Manager, or (iiB) from commencing against the IP Entities Issuer or the Co-Issuer or any properties of their respective property the Issuer or the Co-Issuer any legal action which is not an Insolvency a bankruptcy, reorganization, arrangement, insolvency, moratorium or Liquidation Proceeding. It is understood that the foregoing provisions of this Section shall not (x) 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 (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 shall not limit the right of 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 179liquidation proceeding.

Limited Recourse; Non-Petition. Notwithstanding any other provision of this Agreement Indenture or any other document to which it may be a party, the obligations of the IP Entities each SPV Party from time to time and at any time hereunder are limited recourse obligations of the IP Entities such SPV Party and are payable solely from the Collateral upon which a Lien was granted (or purported to be granted) assets thereof available at such time and amounts derived therefrom and following realization of the Collateral upon which a Lien was granted (or purported to be granted)assets of such SPV Party, and application of the Proceeds (as defined in the UCC) (including proceeds of assets upon which a Lien was purported to be granted) thereof in accordance with this AgreementIndenture, all obligations of and any remaining claims against the IP Entities 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 IP Entities SPV Parties or their respective successors or assigns for any amounts payable hereunder. Notwithstanding any other provision of this AgreementIndenture, 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 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 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 the IP Entities any SPV Party or (B) any involuntary Insolvency or Liquidation Proceeding filed or commenced by a Person any other than a party heretoPerson, or (ii) from commencing against the IP Entities any SPV Party or any of their respective its property any legal action which is not an Insolvency or Liquidation Proceeding. It is understood that the foregoing provisions of this Section shall not (x) 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 (y) constitute a waiver, release or discharge of any Indebtedness or obligation secured hereby until such 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 shall not limit the right of any Person to name the IP Entities 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. 178 179[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 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] 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. Notwithstanding any other provision of this Agreement Indenture or any other document to which it may be a party, the obligations of the each IP Entities Party from time to time and at any time hereunder under any Series of the Notes are limited recourse obligations of the such IP Entities Party and are payable solely from the Shared Collateral upon which a Lien was granted (or purported to be granted) thereof available at such time and amounts derived therefrom and following realization of the Shared Collateral upon which a Lien was granted (or purported to be granted)of such IP Party, and application of the Proceeds proceeds (including proceeds of assets upon which a Lien was purported to be granted) thereof in accordance with this AgreementIndenture, the other Collateral Documents and the Azul Cargo Collateral Documents, all obligations of and any remaining claims against the such IP Entities 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 administrator, or incorporator of the IP Entities Parties, their respective Affiliates or their respective successors or assigns for any amounts payable hereunderunder 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 AgreementIndenture, no Person may, prior to the date which is one year (or if longer, any applicable preference period) and one day after the Discharge payment in full of Senior Secured Debt Obligationsall Notes, institute against, or join any other Person in instituting against, the any IP Entities Party any Insolvency bankruptcy, winding up, reorganization, restructuring, insolvency, moratorium or Liquidation Proceedingliquidation (including provisional liquidation) proceedings, or other proceedings under Cayman Islands, Luxembourg, U.S. federal or state bankruptcy or similar lawsany Bankruptcy Laws. Nothing in this Section 10.22 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 proceedings under any Bankruptcy Laws 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 heretonon-affiliated Person, or (ii) from commencing against the any IP Entities Party or any of their respective property any legal action which is not an Insolvency a bankruptcy, winding up, reorganization, restructuring, insolvency, moratorium, liquidation (including provisional liquidation) or Liquidation Proceedingother such proceeding. It is understood that the foregoing provisions of this Section shall not (x) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part assets of the Collateral IP Parties (including the Shared Collateral) or (y) constitute a waiver, release or discharge of any Indebtedness or obligation secured hereby until such Collateral 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 the any IP Entities 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. 178 179The provisions of this section 13.08 shall survive the termination of this Indenture. 195

Limited Recourse; Non-Petition. Notwithstanding any other provision of this Agreement or any other document to which it may be a party, the obligations of the IP Entities each SPV Party from time to time and at any time hereunder are limited recourse obligations of the IP Entities such SPV Party and are payable solely from the Collateral upon which a Lien was granted (or purported to be granted) assets thereof available at such time and amounts derived therefrom and following realization of the Collateral upon which a Lien was granted (or purported to be granted)assets of such SPV Party, and application of the 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 IP Entities 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 IP Entities 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 IP Entities 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 the IP Entities any SPV Party or (B) any involuntary Insolvency or Liquidation Proceeding filed or commenced by a Person any other than a party heretonon-affiliated Person, or (ii) from commencing against the IP Entities any SPV Party or any of their respective its property any legal action which is not an Insolvency or Liquidation Proceeding. It is understood that the foregoing provisions of this Section shall not (x) 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 (y) constitute a waiver, release or discharge of any Indebtedness or obligation secured hereby until such 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 shall not limit the right of any Person to name the IP Entities 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. 178 179169 #4875-3210-4001v1

Limited Recourse; Non-Petition. Notwithstanding any other provision of Each party to this Agreement or any other document to which it may be a party, the hereby acknowledges and agrees that all obligations of the IP Entities from time to time and at any time hereunder are Issuer arising out of or in connection herewith or in connection with this Agreement shall constitute limited recourse obligations of the IP Entities and are Issuer, payable solely from the Collateral upon which a Lien was granted Issuer’s assets (or purported excluding the U.S.$250 from the proceeds of the issue and allotment of the Issuer’s shares and also excluding the U.S.$250 transaction fee payable to be grantedthe Issuer for entering into the Transaction for the issue of the Offered Securities) available at such time and amounts derived therefrom and following (the “Assets”). Upon realization of the Collateral upon which a Lien was granted (or purported Issuer’s Assets and their reduction to be granted), and application of the Proceeds (including proceeds of assets upon which a Lien was purported to be granted) thereof in accordance with this Agreementzero, all obligations of and any remaining unpaid or unsatisfied claims against the IP Entities hereunder Issuer arising out of or in connection herewith after such realization shall be deemed to be extinguished and shall not thereafter revive. No recourse party shall be had have any claim for any shortfall upon realization of the Issuer’s Assets and their reduction to zero. No party hereto shall take any action against any director, officer, director, employee, shareholder, shareholder or 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 Issuer in relation to the date which is one year obligations of the Issuer hereunder or under the Participation Agreement or Warehouse Agreement. Furthermore, GSI agrees not to petition or join in any petition for the winding up of the Issuer (or if longer, any analogous procedure having the effect of a winding up or liquidation) in any jurisdiction for the then applicable preference period) and period in the relevant jurisdiction plus 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 lawsday. Nothing in this Section 10.22 paragraph shall preclude, or be deemed to estopstop, the parties hereto GSI (i) from taking any action prior to the expiration of the aforementioned preference period in (A) any case or Insolvency or Liquidation Proceeding proceeding voluntarily filed or commenced by the IP Entities Issuer or (B) any involuntary Insolvency or Liquidation Proceeding insolvency proceeding filed or commenced by a Person person other than a party heretoGSI of any Affiliate thereof, or (ii) from commencing against the IP Entities Issuer or any of their respective property its properties any legal action which is not an Insolvency a bankruptcy, reorganization, arrangement, insolvency, moratorium, liquidation or Liquidation Proceeding. It is understood that the foregoing provisions of this Section shall not (x) 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 (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 shall not limit the right of 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 179similar proceeding.

Limited Recourse; Non-Petition. Notwithstanding any other provision of this Agreement Indenture or any other document to which it may be a party, the obligations of the IP Entities each SPV Party from time to time and at any time hereunder are limited recourse obligations of the IP Entities such SPV Party and are payable solely from the Collateral upon which a Lien was granted (or purported to be granted) assets thereof available at such time and amounts derived therefrom and following realization of the Collateral upon which a Lien was granted (or purported to be granted)assets of such SPV Party, and application of the Proceeds (including proceeds of assets upon which a Lien was purported to be granted) thereof in accordance with this AgreementIndenture and the other Collateral Documents, all obligations of and any remaining claims against the IP Entities 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 IP Entities SPV Parties, their respective Affiliates or their respective successors or assigns for any amounts payable hereunderhereunder other than any guaranty by such shareholder expressly provided in the Transaction Documents. Notwithstanding any other provision of this AgreementIndenture, 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 SPV Party any insolvency or Liquidation Proceedingliquidation proceeding, or other proceedings under Cayman Islands, Luxembourg, U.S. federal or state bankruptcy or similar laws. Nothing in this Section 10.22 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 insolvency or Liquidation Proceeding liquidation proceeding voluntarily filed or commenced by the IP Entities any SPV Party or (B) any involuntary Insolvency insolvency or Liquidation Proceeding liquidation proceeding filed or commenced by a Person other than a party heretoany non-affiliated Person, or (ii) from commencing against the IP Entities any SPV Party or any of their respective property any legal action which is not an Insolvency insolvency or Liquidation Proceedingliquidation proceeding. It is understood that the foregoing provisions of this Section shall not (x) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part assets of the Collateral SPV Parties (including the Collateral) or (y) constitute a waiver, release or discharge of any Indebtedness or obligation secured hereby until such Collateral all assets of SPV Parties (including the 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 the IP Entities 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. 178 179140 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. 139 Notwithstanding any other provision of this Agreement Indenture or any other document to which it may be a party, the obligations of the IP Entities each SPV Party from time to time and at any time hereunder are limited recourse obligations of the IP Entities such SPV Party and are payable solely from the Collateral upon which a Lien was granted (or purported to be granted) assets thereof available at such time and amounts derived therefrom and following realization of the Collateral upon which a Lien was granted (or purported to be granted)assets of such SPV Party, and application of the Proceeds (including proceeds of assets upon which a Lien was purported to be granted) thereof in accordance with this AgreementIndenture and the other Collateral Documents, all obligations of and any remaining claims against the IP Entities 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 IP Entities SPV Parties, their respective Affiliates or their respective successors or assigns for any amounts payable hereunderhereunder other than any guaranty by such shareholder expressly provided in the Transaction Documents. Notwithstanding any other provision of this AgreementIndenture, 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 SPV Party any insolvency or Liquidation Proceedingliquidation proceeding, or other proceedings under Cayman Islands, Luxembourg, U.S. federal or state bankruptcy or similar laws. Nothing in this Section 10.22 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 insolvency or Liquidation Proceeding liquidation proceeding voluntarily filed or commenced by the IP Entities any SPV Party or (B) any involuntary Insolvency insolvency or Liquidation Proceeding liquidation proceeding filed or commenced by a Person other than a party heretoany non-affiliated Person, or (ii) from commencing against the IP Entities any SPV Party or any of their respective property any legal action which is not an Insolvency insolvency or Liquidation Proceedingliquidation proceeding. It is understood that the foregoing provisions of this Section shall not (x) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part assets of the Collateral SPV Parties (including the Collateral) or (y) constitute a waiver, release or discharge of any Indebtedness or obligation secured hereby until such Collateral all assets of SPV Parties (including the 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 the IP Entities 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. 178 179140 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. Notwithstanding (a) Each of the 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 other provision Equityholder and any Affiliate thereof) shall be personally liable for any of this Agreement or any other document to which it may be a party, the obligations of the IP Entities from time to time and at any time Borrower under this Agreement. The Borrower’s sole source of funds for payment of all amounts due hereunder are limited recourse obligations shall be the Collateral, and, upon application of 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 proceeds of the Collateral upon which a Lien was granted (or purported and its reduction to be granted), and application of the Proceeds (including proceeds of assets upon which a Lien was purported to be granted) thereof zero in accordance with this Agreementthe terms and under the circumstances described herein, all obligations of and any remaining all claims against the IP Entities hereunder Borrower under this Agreement, any Note or in connection herewith after such realization under any other Facility Document shall be extinguished 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 Servicer or any Affiliate, shareholder, partner, manager, officer, director, employee, shareholder, administrator employee or incorporator member of the IP Entities Borrower, the Equityholder or the 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 hereunderin respect of the Obligations or the Facility Documents. Notwithstanding any other provision (b) Each of this Agreement, no Person may, prior the Servicer and each Secured Party hereby agrees not 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 join, cooperate with or encourage any other Person in instituting against, the IP Entities Borrower any Insolvency bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or Liquidation Proceeding, liquidation proceeding or other proceedings proceeding under Cayman Islands, Luxembourg, U.S. federal or state bankruptcy or similar laws. Nothing 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 10.22 13.17 shall preclude, or be deemed to estopprevent, the parties hereto any Secured Party (ia) 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 (Ai) any case or Insolvency or Liquidation Proceeding proceeding voluntarily filed or commenced by the IP Entities Borrower or (Bii) any involuntary Insolvency or Liquidation Proceeding insolvency proceeding filed or commenced against the Borrower by a Person other than a party heretoany such Secured Party, or (iib) from commencing against the IP Entities Borrower or any properties of their respective property the Borrower any legal action which is not an Insolvency a bankruptcy, reorganization, receivership, arrangement, insolvency, moratorium or Liquidation Proceedingliquidation proceeding or other proceeding under federal or state bankruptcy or similar laws. It is understood that The provisions of this paragraph shall survive the foregoing termination of this Agreement. The provisions of this Section shall not (x) prevent recourse to the Collateral 13.17 are a material inducement for the sums due or Secured Parties to become due under any security, instrument or agreement which is part 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 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 shall not limit 13.17 and the right Administrative Agent may seek and obtain specific performance of any Person to name the IP Entities as a party defendant such provisions (including injunctive relief), including, without limitation, in any proceeding bankruptcy, reorganization, arrangement, winding up, insolvency, moratorium, winding up or in the exercise of liquidation proceedings, or other proceedings under United States federal or state bankruptcy laws, or 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 Personssimilar laws. 178 179Section 13.18

Limited Recourse; Non-Petition. 135 Notwithstanding any other provision of this Agreement Indenture or any other document to which it may be a party, the obligations of the IP Entities each SPV Party from time to time and at any time hereunder are limited recourse obligations of the IP Entities such SPV Party and are payable solely from the Collateral upon which a Lien was granted (or purported to be granted) assets thereof available at such time and amounts derived therefrom and following realization of the Collateral upon which a Lien was granted (or purported to be granted)assets of such SPV Party, and application of the Proceeds proceeds (including proceeds of assets upon which a Lien was purported to be granted) thereof in accordance with this AgreementIndenture, all obligations of and any remaining claims against the IP Entities 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 IP Entities SPV Parties or their respective successors or assigns for any amounts payable hereunder. Notwithstanding any other provision of this AgreementIndenture, 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 SPV Parties any Insolvency insolvency or Liquidation Proceedingliquidation proceeding, or other proceedings under Cayman Islands, Luxembourg, U.S. federal or state bankruptcy or similar laws. Nothing in this Section 10.22 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 insolvency or Liquidation Proceeding liquidation proceeding voluntarily filed or commenced by the IP Entities any SPV Party or (B) any involuntary Insolvency insolvency or Liquidation Proceeding liquidation proceeding filed or commenced by a Person any other than a party heretonon-affiliated Person, or (ii) from commencing against the IP Entities any SPV Party or any of their respective its property any legal action which is not an Insolvency insolvency or Liquidation Proceedingliquidation proceeding. It is understood that the foregoing provisions of this Section shall not (x) 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 (y) constitute a waiver, release or discharge of any Indebtedness or obligation secured hereby until such 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 13.08 shall not limit the right of any Person to name the IP Entities 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. 178 179.