Exhibit 34.2

** **

**Report ofIndependent Registered Public Accounting Firm**

 

The Board ofDirectors

Citibank, N.A.:

 

We have examined management’sassertion, included in the accompanying Management’s Assertion of Compliance, that the Agency and Trust division of Citibank,N.A. (the “Company”) complied with the servicing criteria set forth in Item 1122(d) of the Securities and ExchangeCommission’s Regulation AB for publicly-issued (*i.e.*, transaction-level reporting initially required under the SecuritiesExchange Act of 1934, as amended) and certain privately-issued (*i.e.*, for which transaction-level reporting is requiredpursuant to contractual obligation) automobile loan or lease-backed securities, equipment loan-backed securities and student loan-backedsecurities issued on or after January 1, 2006, as listed in Appendix A of the accompanying Management’s Assertion ofCompliance, for which the Company provides trustee and paying agent services (the “Platform”), except for servicingcriteria 1122(d)(1)(i)-1122(d)(1)(iv), 1122(d)(2)(i), 1122(d)(2)(iii), 1122(d)(2)(vi)-1122(d)(2)(vii), 1122(d)(3)(i) and 1122(d)(4)(i)-1122(d)(4)(xv),which the Company has determined are not applicable to the activities it performs with respect to the Platform, as of and for thetwelve months ended December 31, 2014. With respect to the Platform, servicing criterion 1122(d)(3)(ii) is applicable onlyas it relates to remittances. Management is responsible for the Company’s compliance with the servicing criteria. Our responsibilityis to express an opinion on management’s assertion about the Company’s compliance based on our examination.

 

Our examination was conducted in accordancewith the attestation standards of the Public Company Accounting Oversight Board (United States)****and, accordingly, includedexamining, on a test basis, evidence about the Company’s compliance with the servicing criteria specified above and performingsuch other procedures as we considered necessary in the circumstances. Our examination included testing selected asset-backed transactionsand securities that comprise the Platform, testing selected servicing activities related to the Platform, and determining whetherthe Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria.Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company duringthe period covered by this report. Our procedures were not designed to determine whether errors may have occurred either priorto or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the periodcovered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonablebasis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the servicingcriteria.

 

In our opinion, management’sassertion that the Company complied with the aforementioned servicing criteria as of and for the twelve months ended December 31,2014 is fairly stated, in all material respects.

 

/s/KPMG LLP

 

Chicago, Illinois

February 27, 2015