Exhibit 34.2

** **

**Report of Independent Registered PublicAccounting Firm**

 

The Boardof Directors

The Corporate Trust Services division ofWells Fargo Bank, National Association:

 

We have examined management’s assessment,included in the accompanying Assessment of Compliance with the Applicable Servicing Criteria, that the Corporate Trust Servicesdivision of Wells Fargo Bank, National Association (the “Company”) complied with the servicing criteria set forthin Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for asset-backed securities (“ABS”)transactions for which the Company provides trustee (except Delaware trustee or owner trustee) and/or paying agent services andfor which (i) some or all of the offered securities for such ABS transactions were publicly offered pursuant to a registrationstatement delivered under the Securities Act of 1933, as amended, or (ii) the offered securities for such ABS transactions wereprivately issued pursuant to an exemption from registration and the Company has an obligation under the transaction agreementsto deliver an assessment of compliance with the applicable servicing criteria under Item 1122(d) of Regulation AB; provided howeverthat, the platform excludes (a) any transactions for which the securities issued are mortgage-backed securities or mortgage-relatedasset-backed securities and (b) certain transactions for which the issuing entity has a fiscal year that ends on a date otherthan the end of the calendar year (the “ABS Platform”), to the extent required in the related transaction agreements,in regards to the activities performed by the Company, except for the following servicing criteria: 1122(d)(2)(iii), 1122(d)(3)(i)(B),1122(d)(3)(i)(C), 1122(d)(3)(i)(D), 1122(d)(4)(i), 1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(vi), 1122(d)(4)(vii),1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii), 1122(d)(4)(xiv) and 1122(d)(4)(xv),which management has determined are not applicable to the activities the Company performed with respect to the ABS Platform asof and for the twelve months ended December 31, 2014; provided however that, with respect to the ABS Platform, servicingcriterion 1122(d)(3)(i)(A) is applicable only to the timeframe in which the Company distributes or makes available to investorsthe relevant investor reports received by the Company from the entity preparing such reports; provided further that, with respectto the ABS Platform, servicing criterion 1122(d)(3)(ii) is applicable only as it relates to remittances to investors; and providedfurther that, with respect to the ABS Platform, servicing criterion 1122(d)(4)(iii) is applicable only as it relates to obtainingan Officer’s Certificate from the servicer and reporting any additions, removals and substitutions to investors on the monthlydistribution report (the “Applicable Servicing Criteria”). With respect to applicable servicing criterion 1122(d)(1)(ii),management has determined that there were no activities performed during the twelve months ended December 31, 2014 with respectto the ABS Platform, because there were no occurrences of events that would require the Company to perform such activities. AppendixA to the Assessment of Compliance with the Applicable Servicing Criteria identifies the individual transactions defined by managementas constituting the ABS Platform. Management is responsible for the Company’s compliance with the servicing criteria. Ourresponsibility is to express an opinion on management’s assessment 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-backedtransactions and securities that comprise the ABS Platform, testing selected servicing activities related to the ABS Platform,and determining whether the Company processed those selected transactions and performed those selected activities in compliancewith the servicing criteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performedby the Company during the period covered by this report. Our procedures were not designed to determine whether errors may haveoccurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by theCompany during the period covered by this report for the selected transactions or any other transactions. We believe that ourexamination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’scompliance with the servicing criteria.

 

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

 

/s/KPMG LLP

 

Chicago, Illinois