**KPMGLLP**

AonCenter

Suite5500

200East Randolph Drive

Chicaco,IL 60601-6436

 

 

 

**Report of Independent Registered PublicAccounting Firm**

 

 

 

The Board of Directors

The Trust & Securities Services department of DeutscheBank National Trust Company and Deutsche Bank Trust Company Americas:

 

Wehave examined management’sassertion, included in the accompanying Management’s Assertion ofCompliance, that the Trust & Securities Services departmentof Deutsche Bank National Trust Company and Deutsche Bank Trust CompanyAmericas (collectively the “Company”) compliedwith the servicing criteria set forth in Item 1122(d) of the Securitiesand Exchange Commission’s Regulation AB for publicly-issued(i.e., transaction-level reporting required under the SecuritiesExchange Act of 1934, as amended) and certain privately-issued(i.e., for which transaction-level reporting is required pursuant tocontractual obligation) residential mortgage-backed securities,commercial mortgage-backed securities and other asset-backed securitiesissued on or after January 1, 2006, for which the Companyprovides trustee, securities administration, paying agent or custodianservices, as defined in the transaction agreements, excludingpublicly-issued transactions sponsored or issued by any governmentsponsored entity (the “Platform”), except for servicingcriteria 1122(d)(4)(iv) – 1122(d)(4)(xiv), which the Company hasdetermined are not applicable to the activities it performswith respect to the Platform, as of and for the year ended December 31,2013. With respect to servicing criteria 1122(d)(1)(ii),1122(d)(1)(iii), 1122(d)(2)(iii) and 1122(d)(4)(iii), Management’sAssertion of Compliance indicates that there were no activitiesperformed during the year ended December 31, 2013 with respect to thePlatform, because there were no occurrences of events thatwould require the Company to perform such activities. The Company hasdetermined the following servicing criteria to be applicableonly to the activities the Company performs with respect to thePlatform as described below:

 

|  | • | Servicing criterion 1122(d)( I )(iii) is applicable only with respect to the Company’s continuingobligation to act as, or locate a, successor servicer under the circumstances referred to in certain transaction agreements. Itis management’s interpretation that the Company has no other active back-up servicing responsibilities in regards to servicingcriterion 1122(d)(1)(iii) as of and for the year ended December 31, 2013. |
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|  | • | Servicing criterion 1122(d)(4)(iii) is applicable to the activities the Company performs with respectto the Platform only as it relates to the Company’s obligation to report additions, removals or substitutions on reportsto investors in accordance with the transaction agreements. |
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Management is responsible for the Company’scompliance with the servicing criteria. Our responsibility is to express an opinion on the Company’s compliance based onour examination.

 

 

 

 

 

KPMG LLP is a Delaware limited liabilitypartnership,the U.S. member firm of KPMG International Cooperative(“KPMG International”), a Swiss entity.

 

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

 

In our opinion, management’s assertionthat the Company complied with the aforementioned servicing criteria, as of and for the year ended December 31, 2013, is fairlystated, in all material respects.

 

 

 KPMG LLP

 

 

Chicago, Illinois

February 28, 2014