Exhibit34.2



Report of Independent Registered Public
Accounting Firm



The Board of Directors of GE Commercial Distribution Finance Corporation:

We
have examined management’s assessment, included in the accompanying Management’s Assessment of Compliance, that GE
Commercial Distribution Finance Corporation (GE or the Company) complied with the servicing criteria set forth in Item 1122(d)
of the Securities and Exchange Commission’s Regulation 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 Company has determined are not applicable to the activities it performs with respect to the Platform, as of and for the
twelve months ended December 31, 2014. With respect to servicing criterion 1122(d)(2)(ii), the Company makes such disbursements
on behalf of obligors but does not make such disbursements to investors. With respect to servicing criterion 1122(d)(4)(xii), there
were no activities performed during the twelve months ended December 31, 2014, with respect to the Platform because there were
no occurrences of events that would require the Company to perform such activities. Appendix B to Management’s Assessment
of 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 opinion
on management’s assessment about the Company’s compliance based on our examination.



Our examination was conducted in accordance
with the attestation standards of the Public Company Accounting Oversight Board (United States)and, accordingly, included
examining, on a test basis, evidence about the Company’s compliance with the servicing criteria specified above and performing
such other procedures as we considered necessary in the circumstances. Our examination included testing selected asset-backed transactions
and securities that comprise the Platform, testing selected servicing activities related to the Platform, and determining whether
the 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 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 that may have affected the balances or amounts calculated or reported by the Company during the period
covered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable
basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the servicing
criteria.











As described in the accompanying Management’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 servicing criteria. 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 applicable to each vendor
as permitted by the SEC’s Compliance and Disclosure Interpretation (“C&DI”) 200.06, Vendors Engaged by
Servicers (C&DI 200.06) (formerly SEC Manual Telephone Interpretation 17.06).  As permitted by C&DI 200.06, the
Company has asserted that it has policies and procedures in place designed to provide reasonable assurance that the vendors’
activities comply in all material respects with the servicing criteria applicable to each vendor.  The Company is solely responsible
for determining that it meets the SEC requirements to apply C&DI 200.06 for the vendors and related criteria as described in
its assessment, and we performed no procedures with respect to the Company’s eligibility to apply C&DI 200.06.



In our opinion, management’s assessment
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 described
above, as of and for the twelve months ended December 31, 2014 is fairly stated in all material respects.



/s/KPMG LLP



Chicago, Illinois
March 24, 2015