**EXHIBIT34.2**

** **

**Reportof Independent Registered Public Accounting Firm**

 

The Boardof Directors of GE Capital US Holdings, Inc.:

 

We have examined management’sassessment, included in the accompanying Management’s Assessment of Compliance, that GE Capital US Holdings, Inc. (the “Company”)complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation ABfor asset-backed securities transactions for which the Company acted as master servicer involving floorplan receivables, accountsreceivable and asset-based lending receivables (the Platform), except for servicing criteria 1122(d)(1)(i), 1122(d)(1)(iii), 1122(d)(2)(vi),1122(d)(4)(iii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii) and 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, 2016. Due to the transfer of servicing responsibilities as of 12:01 a.m. (New York time) on March1, 2016, servicing criteria 1122(d)(1)(ii), 1122(d)(1)(iv), 1122(d)(1)(v), 1122(d)(2)(i), 1122(d)(2)(ii), 1122(d)(2)(iii), 1122(d)(2)(iv),1122(d)(2)(v), 1122(d)(2)(vii), 1122(d)(3)(i), 1122(d)(3)(ii), 1122(d)(3)(iii), 1122(d)(3)(iv), 1122(d)(4)(i), 1122(d)(4)(ii),1122(d)(4)(vi), 1122(d)(4)(vii), 1122(d)(4)(viii), 1122(d)(4)(ix) and 1122(d)(4)(xiv) are applicable to the Platform as of 12:01a.m. (New York time) on March 1, 2016 and for the period from January 1, 2016 to 12:01 a.m. (New York time) on March 1, 2016. Withrespect to servicing criterion 1122(d)(2)(ii), the Company makes such disbursements to investors but does not make such disbursementson behalf of obligors. With respect to servicing criteria 1122(d)(2)(i), 1122(d)(2)(iii), 1122(d)(4)(i), 1122(d)(4)(ii), 1122(d)(4)(vi),1122(d)(4)(vii), 1122(d)(4)(viii), 1122(d)(4)(ix) and 1122(d)(4)(xiv), there were no activities performed during the twelve monthsended December 31, 2016, with respect to the Platform because there were no occurrences of events that would require the Companyto perform such activities, as applicable to the activities performed by the Company as of 12:01 a.m. (New York time) on March1, 2016 and for the period from January 1, 2016 to 12:01 a.m. (New York time) on March 1, 2016. Appendix B to Management’sAssessment of Compliance identifies the individual asset-backed transactions and securities defined by management as constitutingthe Platform. Management is responsible for the Company’s compliance with the servicing criteria. Our responsibility is toexpress an opinion on 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) and1122(d)(4)(ii), the Company has engaged various vendors to perform the activities required by these servicing criteria. The Companyhas 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 applicable to each vendoras permitted by the SEC’s *Compliance and Disclosure Interpretation (“C&DI”) 200.06, Vendors Engaged byServicers* (C&DI 200.06).   As permitted by C&DI 200.06, the Company has asserted that it has policies and proceduresin place designed to provide reasonable assurance that the vendors’ activities comply in all material respects with the servicingcriteria applicable to each vendor.  The Company is solely responsible for determining that it meets the SEC requirementsto apply C&DI 200.06 for the vendors and related criteria as described in its assessment, and we performed no procedures withrespect 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) and 1122(d)(4)(ii) for which compliance is determined based on C&DI 200.06 as described above, as of andfor the twelve months ended December 31, 2016, as applicable to the activities performed by the Company as of 12:01 a.m. (New Yorktime) on March 1, 2016 and for the period from January 1, 2016 to 12:01 a.m. (New York time) on March 1, 2016 is fairly statedin all material respects.

 

 

/s/ KPMG LLP

 

Chicago, Illinois

March 24, 2017