**EXHIBIT34.3**

** **

**Reportof Independent Registered Public Accounting Firm**

 

The Board of Directors

Wells Fargo CommercialDistribution Finance, LLC:

 

We have examined management’sassessment, included in the accompanying Management’s Assessment of Compliance, that Wells Fargo Commercial DistributionFinance, LLC (the Company) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’sRegulation AB for asset-backed securities transactions for which the Company acted as sub-servicer involving floorplan receivables,accounts receivable and asset-based lending receivables (the Platform), except for servicing criteria 1122(d)(1)(iii), 1122(d)(1)(iv),1122(d)(2)(iii), 1122(d)(2)(iv), 1122(d)(2)(v), 1122(d)(2)(vi),1122(d)(3)(i), 1122(d)(3)(ii), 1122(d)(3)(iii), 1122(d)(3)(iv), 1122(d)(4)(x), 1122(d)(4)(xiii) and 1122(d)(4)(xv), which the Companyhas determined are not applicable to the activities it performs with respect to the Platform, as of and for the twelve months endedDecember 31, 2016. With respect to servicing criterion 1122(d)(2)(ii), the Company makes such disbursements on behalf of obligorsbut does not make such disbursements to investors. With respect to servicing criteria 1122(d)(2)(ii), 1122(d)(4)(xi) and 1122(d)(4)(xii),there were no activities performed during the twelve months ended December 31, 2016, with respect to the Platform because therewere no occurrences of events that would require the Company to perform such activities. Appendix B to Management’s Assessmentof Compliance identifies the individual asset-backed transactions and securities defined by management as constituting the Platform.Management is responsible for the Company’s compliance with the servicing criteria. Our responsibility is to express an opinionon management’s assessment about the Company’s compliance based on our examination.

 

Our examination was conducted in accordancewith the standards of the Public Company Accounting Oversight Board (United States) and in accordance with attestation standardsestablished by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidenceabout the Company’s compliance with the servicing criteria specified above and performing such other procedures as we considerednecessary in the circumstances. Our examination included testing selected asset-backed transactions and securities that comprisethe Platform, testing selected servicing activities related to the Platform, and determining whether the Company processed thoseselected transactions and performed those selected activities in compliance with the servicing criteria. Furthermore, our procedureswere limited to the selected transactions and servicing activities performed by the Company during the period covered by this report.Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests thatmay have affected the balances or amounts calculated or reported by the Company during the period covered by this report for theselected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Ourexamination does not provide a legal determination on the Company’s compliance with the servicing criteria.

 

 

 

As described in the accompanyingManagement’s Assessment of Compliance, for servicing criteria 1122(d)(2)(i), 1122(d)(2)(vii)(A)-(B), 1122(d)(2)(vii)(D),1122(d)(4)(ii) and 1122(d)(4)(iv), the Company has engaged various vendors to perform the activities required by these servicingcriteria. The Company has determined that none of these vendors are considered a “servicer” as defined in Item 1101(j)of Regulation AB, and the Company has elected to take responsibility for assessing compliance with the servicing criteria applicableto each vendor as permitted by the SEC’s *Compliance and Disclosure Interpretation (“C&DI”) 200.06, VendorsEngaged by Servicers* (C&DI 200.06).  As permitted by C&DI 200.06, the Company has asserted that it has policiesand procedures in place designed to provide reasonable assurance that the vendors’ activities comply in all material respectswith the servicing criteria applicable to each vendor.  The Company is solely responsible for determining that it meets theSEC requirements to apply C&DI 200.06 for the vendors and related criteria as described in its assessment, and we performedno procedures with respect to the Company’s eligibility to apply C&DI 200.06.

 

In our opinion, management’sassessment that the Company complied with the aforementioned servicing criteria, including servicing criteria 1122(d)(2)(i), 1122(d)(2)(vii)(A)-(B),1122(d)(2)(vii)(D), 1122(d)(4)(ii) and 1122(d)(4)(iv) for which compliance is determined based on C&DI 200.06 as describedabove, as of and for the twelve months ended December 31, 2016 is fairly stated in all material respects.

 

 

/s/ KPMG LLP

 

Chicago, Illinois

March 24, 2017