Headquarters: 26072 Merit Circle, Suite 123, Laguna Hills, CA 92653

TEL: 949-582-8888 FAX: 949-582-8887 E-MAIL: mail@AISI.aero

Lease Investment Flight Trust (“LIFT”)

c/o Wilmington Trust Company

1100 North Market Street

Rodney Square North

Wilmington, Delaware 19890

Sight Unseen Maintenance Adjusted

Base Value Opinion

26 Aircraft Fleet

AISI File No.: A3S043BVO

Report Date: 10 May 2013

Values as of: 30 April 2013

Headquarters: 26072 Merit Circle, Suite 123, Laguna Hills, CA 92653

TEL: 949-582-8888 FAX: 949-582-8887 E-MAIL: mail@AISI.aero

10 May 2013

Lease Investment Flight Trust (“LIFT”)

c/o Wilmington Trust Company

1100 North Market Street

Rodney Square North

Wilmington, Delaware 19890

Subject: Sight Unseen Adjusted Base Value Appraisal – 26 Aircraft

Lease Investment Flight Trust (“LIFT”) Portfolio

AISI File number: A3S043BVO

Ref: (a) Email messages, 23 April - 6 May 2013

(b) Aircraft General Specification Sheets

Ladies and Gentlemen:

Aircraft Information Services, Inc. (AISI) has been requested to offer our opinion of the sight

unseen maintenance adjusted base value appraisal as of 30 April 2013 of the Lease Investment

Flight Trust (“LIFT”) portfolio of 26 Aircraft as identified and defined in Table I and reference (a)

and (b) above (the 'Aircraft').

1. Methodology and Definitions

The standard terms of reference for commercial aircraft value are ‘base value’ and ‘current market

value’ of an ‘average’ aircraft. Base value is a theoretical value that assumes a hypothetical

balanced market while current market value is the value in the real market; both assume a

hypothetical average aircraft condition. All other values are derived from these values. AISI value

definitions are consistent with the current definitions of the International Society of Transport

Aircraft Trading (ISTAT), those of 30 January 2013. AISI is a member of that organization and

employs an ISTAT Certified Senior Appraiser.

AISI defines a ‘base value’ as that of a transaction between an equally willing and informed buyer

and seller, neither under compulsion to buy or sell, for a single unit cash transaction with no hidden

value or liability, with supply and demand of the sale item roughly in balance and with no event

which would cause a short term change in the market. Base values are typically given for aircraft

in ‘new’ condition, ‘average half-life’ condition, or ‘adjusted’ for an aircraft in a specifically

described condition at a specific time.

An ‘average’ aircraft is an operable airworthy aircraft in average physical condition and with

average accumulated flight hours and cycles, with clear title and standard unrestricted certificate

of airworthiness, and registered in an authority which does not represent a penalty to aircraft value

or liquidity, with no damage history and with inventory configuration and level of modification

which is normal for its intended use and age. Note that a stored aircraft is not an ‘average’ aircraft.

AISI assumes average condition unless otherwise specified in this report.

10 May 2013

AISI File No. A3S043BVO

Page - 2 -

AISI also assumes that airframe, engine and component parts are from the original equipment

manufacturer (OEM) and that maintenance, maintenance program and essential records are

sufficient to permit normal commercial operation under a strict airworthiness authority.

‘Half-life’ condition assumes that every component or maintenance service which has a prescribed

interval that determines its service life, overhaul interval or interval between maintenance services,

is at a condition which is one-half of the total interval.

‘Full-life’ condition assumes zero time since overhaul of airframe, gear, apu, engine overhaul and

engine LLPs.

An ‘adjusted’ appraisal reflects an adjustment from half life condition for the actual condition,

utilization, life remaining or time remaining of an airframe, engine or component.

It should be noted that AISI and ISTAT value definitions apply to a transaction involving a single

aircraft, and that transactions involving more than one aircraft are often executed at considerable

and highly variable discounts to a single aircraft price, for a variety of reasons relating to an

individual buyer or seller.

AISI defines a ‘current market value’, which is synonymous with the older term ‘fair market value’

as that value which reflects the real market conditions including short term events, whether at,

above or below the base value conditions. Assumptions of a single unit sale and definitions of

aircraft condition, buyer/seller qualifications and type of transaction remain unchanged from that

of base value. Current market value takes into consideration the status of the economy in which

the aircraft is used, the status of supply and demand for the particular aircraft type, the value of

recent transactions and the opinions of informed buyers and sellers. Note that for a current market

value to exist, the seller may not be under duress. Current market value assumes that there is no

short term time constraint to buy or sell.

AISI defines a ‘distressed market value’ as that value which reflects the real market condition

including short term events, when the market for the subject aircraft is so depressed that the seller

is under duress. Distressed market value assumes that there is a time constraint to sell within a

period of less than 1 year. All other assumptions remain unchanged from that of ‘current market

value’.

None of the AISI value definitions take into account remarketing costs, brokerage costs, storage

costs, recertification costs or removal costs.

AISI encourages the use of base values to consider historical trends, to establish a consistent

baseline for long term value comparisons and future value considerations, or to consider how

actual market values vary from theoretical base values. Base values are less volatile than current

market values and tend to diminish regularly with time. Base values are normally inappropriate to

determine near term values.

10 May 2013

AISI File No. A3S043BVO

Page - 3 -

AISI encourages the use of current market values to consider the probable near term value of an

aircraft when the seller is not under duress. AISI encourages the use of distressed market values to

consider the probable near term value of an aircraft when the seller is under duress.

No physical inspection of the Aircraft or their essential records was made by AISI for the purposes

of this report, nor has any attempt been made to verify information provided to us, which is

assumed to be correct and applicable to the Aircraft.

Since more than one aircraft are contained in this report, it should be noted that the values given

are not directly additive, that is, the total of the given values is not the value of the fleet but rather

the sum of the values of the individual aircraft if sold separately over time so as not to exceed

demand.

2. Valuation

Adjustments from half life have been applied based on the current maintenance status of the

Aircraft as indicated to AISI by the client in the above reference (a) and (b) data and in accordance

with standard AISI methods. Adjustments are calculated only where there is sufficient information

to do so, or where reasonable assumptions can be made.

All hours and cycle information provided for airframe, gear, and engines have been projected from

the maintenance status summary sheet dates to 30 April 2013 based on a daily utilization factor

calculated for each aircraft. All maintenance work which became due as a result of projecting the

hour and cycle information was assumed to have been completed and a new cycle started unless

this would require more than one additional cycle, in which case half life was assumed.

Adjustments for condition for all Aircraft not at salvage value are made by adding airframe, gear,

APU, Engine shop visits and Engine LLP’s value adjustments to the half life base value.

Adjustments for condition for all Aircraft at salvage value are made by adding only Engine shop

visits and Engine LLP’s value adjustments to the half life base salvage value.

It is our considered opinion that the sight unseen maintenance adjusted base values of the Aircraft

as of 30 April 2013 are as follows in Table I subject to the assumptions, definitions, and

disclaimers herein.

10 May 2013

AISI File No. A3S043BVO

Page - 4 –

TABLE IAISI File A3S043BVO

Report Dated: 10 May 2013

Values as of: 30 April 2013

Half Life Half Life BV Adjusted Adjusted BV

Base Value Salvage* Base Value Salvage*

Apr-13 Apr-13 Apr-13 Apr-13

No Type MSN DOM Engine MTOW $MUS Dollars $MUS Dollars $MUS Dollars $MUS Dollars

1 A320-200 0000879 Dec-98 CFM56-5B4/P 169,756 13.80 11.72

2 A320-200 0001093 Sep-99 CFM56-5B4/P 169,756 15.08 15.57

3 A320-200 0001108 Sep-99 CFM56-5B4/P 169,754 15.08 13.90

4 A320-200 0001152 Dec-99 CFM56-5B4/P 169,754 14.96 12.92

5 B737-300 0028569 Feb-98 CFM56-3C1 138,497 6.81 5.10

6 B737-300 0028570 Mar-98 CFM56-3C1 138,497 6.81 4.90

7 B737-300 0028602 Aug-99 CFM56-3C1 134,996 7.66 7.43

8 B737-300 0028606 Oct-99 CFM56-3C1 134,999 7.11 5.81

9 B737-300 0028671 Nov-97 CFM56-3C1 139,498 6.69 5.05

10 B737-300 0028672 Jan-98 CFM56-3C1 129,999 6.65 4.74

11 B737-300 0028673 Feb-98 CFM56-3C1 129,999 6.65 5.16

12 B737-300 0029338 Jul-99 CFM56-3C1 128,000 6.82 8.66

13 B737-400 0024512 Sep-89 CFM56-3C1 149,999 4.90 3.43

14 B737-500 0028565 Nov-97 CFM56-3C1 129,996 5.91 4.26

15 B737-700 0028584 Dec-98 CFM56-7B22 137,996 11.20 9.62

16 B737-700 0028609 Nov-99 CFM56-7B24 154,498 14.40 11.10

17 B737-800 0028591 Apr-99 CFM56-7B26 174,163 17.86 17.12

18 B737-800 0028592 May-99 CFM56-7B26 174,196 17.91 16.61

19 B737-800 0028628 Jun-00 CFM56-7B26 174,163 19.17 19.34

20 B747-400 0028427 Mar-98 PW4056 Ph 3 870,486 34.24 35.19

21 B767-300ER 0026208 Sep-94 PW4060 Ph 3 406,993 15.59 15.11

22 B767-300ER 0029618 May-00 CF6-80C2B7F 411,993 33.16 32.40

23 B767-300ER 0030108 Nov-99 CF6-80C2B6F 411,819 22.74 26.82

24 B767-300ER 0030110 Dec-99 CF6-80C2B7F 411,993 31.21 31.21

25 B767-300ER 0030112 Sep-99 CF6-80C2B6F 411,993 22.75 21.98

26 MD11F 0048523 Oct-92 PW4460 Ph 3 630,489 22.27 23.96

TOTALS 357.53 29.90 344.34 24.77

Note - Salvage values baseline is life listed on engines with run out airframe.

Adjusted salvage value is calculated using the engine adjustments only.

10 May 2013

AISI File No. A3S043BVO

Page - 5 -

Unless otherwise agreed by Aircraft Information Services, Inc. (AISI) in writing, this report shall

be for the sole use of the client/addressee. This report is offered as a fair and unbiased assessment

of the subject aircraft. AISI has no past, present, or anticipated future interest in any of the subject

aircraft. The conclusions and opinions expressed in this report are based on published information,

information provided by others, reasonable interpretations and calculations thereof and are given

in good faith. AISI certifies that this report has been independently prepared and it reflects AISI’s

conclusions and opinions which are judgments that reflect conditions and values current at the

time of this report. The values and conditions reported upon are subject to any subsequent change.

AISI shall not be liable to any party for damages arising out of reliance or alleged reliance on this

report, or for any party’s action or failure to act as a result of reliance or alleged reliance on this

report.

Sincerely,

AIRCRAFT INFORMATION SERVICES, INC.

Mark D. Halsor

Appraiser

Dave Miller

Appraiser

Fred Bearden

Certified Senior Appraiser

1295 Northern BoulevardManhasset, New York 11030

(516) 365-6272 ∙ Fax (516) 365-6287

April 29, 2013

Lease Investment Flight Trustc/o Wilmington Trust Company1100 North Market StreetRodney Square NorthWilmington, DE 19890

Gentlemen:

In response to your request, BK Associates, Inc. is pleased to provide our opinion of BaseValues as of April 30, 2013 (BV) for the 26 commercial jet transport aircraft, whichcomprise the Lease Investment Flight Trust (LIFT) Portfolio (Portfolio). This Portfoliowas previously appraised by BK Associates most recently in our letter dated April 24,2012. This appraisal represents an update of that letter.

AIRCRAFT DESCRIPTION

The Portfolio aircraft are further identified by type, serial number, date of manufactureand engine model in Figure 1.

CONCLUSIONS

Based upon our knowledge of these various aircraft types, our knowledge of thecapabilities and uses to which they have been put in various parts of the world, ourknowledge of the marketing of used aircraft, and our knowledge of aircraft in general, itis our opinion that the Base Values as of April 30, 2013 in U.S. dollars of each aircraftare as shown in Figure 1.

Our values presented in Figure 1 include both a half-time Base Value “Half-Time BaseValue” as well as a maintenance adjusted Base Value “Mtc. Adj’d. Base Value” whichincludes appropriate financial adjustments based on our interpretation of the maintenancesummary and fleet utilization data you provided. The adjustments are approximate,based on industry average costs, and normally would include an adjustment for the timeremaining to a “C” check, time remaining to a “D” check, time remaining to landing gearoverhaul and time since the most recent heavy shop visit on engines. In some cases,sufficient relevant data were not available to make all such adjustments and in these

April 29, 2013Page 2

instances we assumed the particular event to be at half-time. Further, in a few instances asignificant maintenance event was scheduled before the effective date of this appraisaland we assumed that scheduled event was successfully accomplished as planned. In ouropinion, these assumptions are reasonable given the ongoing operation of the equipment.

DEFINITIONS

According to the International Society of Transport Aircraft Trading's (ISTAT) definitionof Base Value, to which BK Associates subscribes, the base value is the Appraiser'sopinion of the underlying economic value of an aircraft in an open, unrestricted, stablemarket environment with a reasonable balance of supply and demand, and assumes fullconsideration of its "highest and best use". An aircraft's base value is founded in thehistorical trend of values and in the projection of future value trends and presumes anarm's length, cash transaction between willing, able and knowledgeable parties, actingprudently, with an absence of duress and with a reasonable period of time available formarketing.

MARKET DISCUSSION & METHODOLOGY

As the definition implies, the base value is determined from historic value trends and isnot influenced by current market conditions. It is often determined as a function of theoriginal cost of the aircraft technical characteristics of competing aircraft anddevelopment of new models. BK Associates has accumulated a database of over 10,000data points of aircraft sales that occurred since 1970. From analysis of these data weknow, for example, what the average aircraft should sell for as a percentage of its newprice, as well as, the high and low values that have occurred in strong and weak markets.

Based on these data, we have developed relationships between aircraft age and sale pricefor wide-bodies, narrow-bodies, large turboprops and, more recently, regional jet andfreighter aircraft. Within these groups we have developed further refinements for suchthings as derivative aircraft, aircraft still in production versus no longer in production,and aircraft early in the production run versus later models. Within each group variationsare determined by the performance capabilities of each aircraft relative to the others. Wenow track some 150 different variations of aircraft types and models and determinecurrent and forecast base values. These relationships are verified, and changed orupdated if necessary, when actual sales data becomes available. We conclude the half-time values of each Aircraft. To this appropriate financial adjustments were made basedupon our interpretation of maintenance status data provided.

April 29, 2013Page 3

The relationship between aircraft age and sale price is depicted in the following figure.

ASSUMPTIONS & DISCLAIMER

It should be understood that BK Associates has neither inspected the Portfolio aircraft northeir maintenance records, but has relied upon the information provided by you and in theBK Associates database, which includes data on the aircraft that was obtained for theprevious appraisal we have conducted. The assumptions have been made that allAirworthiness Directives have been complied with; accident damage has not beenincurred that would affect market values; and maintenance has been accomplished inaccordance with a civil airworthiness authority's approved maintenance program andaccepted industry standards. Further, we have assumed unless otherwise stated, that theaircraft are in typical configuration for their type and have accumulated an averagenumber of hours and cycles. Deviations from these assumptions can change significantlyour opinion regarding the Portfolio values.

April 29, 2013Page 4

BK Associates, Inc. has no present or contemplated future interest in the Aircraft, nor anyinterest that would preclude our making a fair and unbiased estimate. This appraisalrepresents the opinion of BK Associates, Inc. and reflects our best judgment based on theinformation available to us at the time of preparation and the time and budget constraintsimposed by the client. It is not given as a recommendation, or as an inducement, for anyfinancial transaction and further, BK Associates, Inc. assumes no responsibility or legalliability for any action taken or not taken by the addressee, or any other party, with regardto the appraised equipment. By accepting this appraisal, the addressee agrees that BKAssociates, Inc. shall bear no such responsibility or legal liability. This appraisal isprepared for the use of the addressee and shall not be provided to other parties withoutthe express consent of the addressee.

Sincerely,

BK ASSOCIATES, INC.

R. L. BrittonVice PresidentISTAT Senior Certified Appraiser

RLB/kfAttachment

FIGURE 1

LEASE INVESTMENT FLIGHT TRUST (LIFT )PORTFOLIO

AS OF APRIL 30, 2013

HALFTIME MTC. ADJ'DAIRCRAFT SERIAL MFG. ENGINE BASE VALUE BASE VALUE

TYPE NUMBER DATE TYPE ( $ MIL ) ( $ MIL )

1 A320-200 879 Aug-98 CFM56-5B4/P 19.75 18.582 A320-200 1093 Oct-99 CFM56-5B4/P 21.50 21.543 A320-200 1108 Nov-99 CFM56-5B4/P 21.60 21.044 A320-200 1152 Feb-00 CFM56-5B4 22.00 20.435 B737-300 28671 Nov-97 CFM56-3C1 8.90 7.756 B737-300 28672 Jan-98 CFM56-3C1 9.00 7.387 B737-300 28569 Feb-98 CFM56-3C1 9.00 7.128 B737-300 28673 Feb-98 CFM56-3C1 9.00 8.679 B737-300 28570 Mar-98 CFM56-3C1 9.05 7.2410 B737-300 29338 Jul-99 CFM56-3C1 9.65 10.1311 B737-300 28602 Aug-99 CFM56-3C1 9.65 9.5312 B737-300 28606 Oct-99 CFM56-3C1 9.75 8.5213 B737-400 24512 Sep-89 CFM56-3C1 6.15 4.3014 B737-500 28565 Nov-97 CFM56-3C1 7.95 6.7115 B737-700 28584 Dec-98 CFM56-7B24 16.70 16.1516 B737-700 28609 Nov-99 CFM56-7B24 17.80 15.5917 B737-800 28591 Apr-99 CFM56-7B26 21.80 20.5518 B737-800 28592 May-99 CFM56-7B26 21.95 20.1119 B737-800 28628 Jun-00 CFM56-7B26 23.60 23.6520 B747-400 28427 Mar-98 PW4056 44.25 39.7521 B767-300ER 26208 Sep-94 PW4060 25.00 20.7022 B767-300ER 30112 Sep-99 CF6-80C2B6F 33.70 31.1323 B767-300ER 30108 Nov-99 CF6-80C2B6F 33.95 31.9224 B767-300ER 30110 Dec-99 CF6-80C2B7F 34.10 32.4025 B767-300ER 29618 May-00 CF6-80C2B7F 34.85 32.9526 MD11F 48523 Sep-92 PW4460 27.40 23.90

TOTALS 508.05 467.76

Page 1 of 1

Page 1 of 3

www.cvllc.net

AIRCRAFT PORTFOLIO VALUATION LETTER

April 30, 2013 Phoenix American Financial Services, Inc. Attn. Mr. Joseph Horgan 2401 Kerner Boulevard San Rafael, CA 94901 Dear Mr. Horgan:

Collateral Verifications, LLC (“CV”) is pleased to provide its opinion of the half-time and adjusted base values of the LIFT Securitization Portfolio (the “Aircraft”) to Phoenix American Financial Services, Inc. (the “Client”). The Aircraft data and values are provided in attachment I.

Set forth below is a definition of base values, and considerations and assumptions utilized in this appraisal.

BASE VALUE

Base value is the appraiser’s opinion of the underlying economic value of an aircraft in an open, unrestricted, stable market environment with a reasonable balance of supply and demand. An aircraft’s base value is founded in the historical trend of values and in the projection of future value trends and presumes an arm’s length, cash transaction between willing, able and knowledge parties acting prudently, with an absence of duress and with a reasonable period of time available for marketing. APPRAISAL METHODOLOGY

To determine its Base and Future values, CV first analyses any and all transaction information within its own proprietary database. This analysis allows CV to then establish the new price of an aircraft at a specific point in time. Historical data is then analyzed to determine the average depreciation rates of aircraft based on various conditions. This analysis is also broken down by aircraft type, mission, and in or out of production status. The result of these analyses is a depreciation factor which can then be applied to the various aircraft valuation models which CV utilizes for its valuation services and publications. Based on each valuation model, CV then creates base value curves for each aircraft which provide the base and future values for the aircraft which are reflected in its valuations. LIMITING CONDITIONS AND ASSUMPTIONS

In order to conduct this valuation, CV is primarily relying on information supplied directly by the client and from data within CV’s own database. In determining the base values of the aircraft, the following assumptions have been researched and determined: 1. CV did not physically inspect the aircraft for this report, nor were their maintenance records reviewed.

Page 2 of 3

www.cvllc.net

2. The Aircraft are certified, maintained and operated under U.S. Federal Aviation Regulation (FAR) part 121, or similar regulatory authority. 3. All mandatory inspections and Airworthiness Directives have been complied with. 4. The aircraft have no damage history and are in overall good condition. 5. The base values have been adjusted to reflect the current maintenance condition and physical operating characteristics of the Aircraft. STATEMENT OF INDEPENDENCE

This appraisal report represents the opinion of CV and is intended to be advisory in nature. Therefore, CV assumes no responsibility or legal liability for actions taken or not taken by Client or any other party with regard to the Aircraft. By accepting this report, the Client agrees that CV shall bear no responsibility or legal liability regarding this report. Further, this report is prepared for the exclusive use of the Client and shall not be provided to other parties without CV’s express consent.

CV hereby states that this valuation report has been independently prepared and fairly represents the Aircraft and CV’s opinion of its value. CV further states that it has no present or contemplated future interest or association with the Aircraft. Signed,

Gueric Dechavanne Vice President, Commercial Aviation Services ISTAT Certified Appraiser

Page 3 of 3

www.cvllc.net

ATTACHMENT I

Half-Time

Base Value

Current Adj.

Base Value

(In Millions US$) (In Millions US$)

1 A320-200 879 Aug-98 CFM56-5B4/P 77,000kg 19.11$ $19.19

2 A320-200 1093 Sep-99 CFM56-5B4/P 77,000kg 20.14$ $20.78

3 A320-200 1108 Sep-99 CFM56-5B4/P 77,000kg 20.14$ $20.72

4 A320-200 1152 Dec-99 CFM56-5B4/P 77,000kg 20.44$ $21.69

5 B737-300 28671 Nov-97 CFM56-3C1 139,523lbs 4.09$ $4.59

6 B737-300 28672 Jan-98 CFM56-3C1 130,022lbs 4.15$ $4.24

7 B737-300 28569 Feb-98 CFM56-3C1 138,522lbs 4.18$ $3.93

8 B737-300 28673 Feb-98 CFM56-3C1 130,022lbs 4.18$ $3.87

9 B737-300 28570 Mar-98 CFM56-3C1 138,522lbs 4.21$ $4.58

10 B737-300 29338 Jul-99 CFM56-3C1 128,020lbs 4.70$ $6.20

11 B737-300 28602 Aug-99 CFM56-3C1 124,520lbs 4.73$ $5.74

12 B737-300 28606 Oct-99 CFM56-3C1 135,023lbs 4.79$ $4.04

13 B737-400 24512 Sep-89 CFM56-3C1 150,026lbs 3.15$ $2.86

14 B737-500 28565 Nov-97 CFM56-3C1 130,020lbs 4.02$ $6.07

15 B737-700 28584 Dec-98 CFM56-7B24 154,023lbs 16.65$ $15.30

16 B737-700 28609 Nov-99 CFM56-7B24 154,526lbs 17.44$ $18.19

17 B737-800 28591 Apr-99 CFM56-7B26 174,195lbs 23.24$ $23.89

18 B737-800 28592 May-99 CFM56-7B26 174,200lbs 23.32$ $25.11

19 B737-800 28628 Jun-00 CFM56-7B26 174,195lbs 24.37$ $25.86

20 B747-400 28427 Mar-98 PW4056 870,644lbs 22.24$ $30.77

21 B767-300ER 26208 Sep-94 PW4060 407,000lbs 13.60$ $14.86

22 B767-300ER 30112 Sep-99 CF6-80C2-B6F 412,000lbs 21.60$ $21.32

23 B767-300ER 30108 Nov-99 CF6-80C2-B6F 412,000lbs 21.76$ $21.51

24 B767-300ER 30110 Dec-99 CF6-80C2-B7F 412,000lbs 21.84$ $22.28

25 B767-300ER 29618 May-00 CF6-80C2-B7F 412,000lbs 22.27$ $23.06

26 MD11F 48523 Sep-92 PW4460 630,604lbs 17.51$ $19.45

367.87$ 390.09$ Total

LIFT Portfolio

(Adjusted Base Valuation)

Aircraft MSNDate of

ManufactureEngine Type MTOW