**EXHIBIT 34.3**

** **

Report of Independent Registered PublicAccounting Firm

 

The Boardof Directors

Wells Fargo CommercialDistribution Finance, LLC (formerly known as GE Commercial Distribution Finance LLC):

 

Wehave examined management’s assessment, included in the accompanying Management’s Assessment of Compliance, that WellsFargo Commercial Distribution Finance, LLC (formerly known as GE Commercial Distribution Finance LLC) (the Company) complied withthe servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for asset-backedsecurities transactions for which the Company acted as sub-servicer involving floorplan receivables, accounts receivable and asset-basedlending 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 theactivities it performs with respect to the Platform, as of and for the twelve months ended December 31, 2015. The Companyhas determined that servicing criterion 1122(d)(1)(v) is applicable to the activities the Company performs with respect to thePlatform for all transactions and securities in the Platform, including those issued on or before November 23, 2015 for whichcompliance was previously assessed under other servicing criteria in accordance with the SEC Division of Corporation Finance’s*Manual of Publicly Available Interpretations on Regulation AB and Related Rules, Interpretation 11.03*, as applicable, forthe 2015 assessment period as of and for the year ended December 31, 2015.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 servicingcriterion 1122(d)(4)(xii), there were no activities performed during the twelve months ended December 31, 2015, with respectto the Platform because there were no occurrences of events that would require the Company to perform such activities. AppendixB to Management’s Assessment of Compliance identifies the individual asset-backed transactions and securities defined bymanagement 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 ourexamination.

 

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-backed transactionsand securities that comprise the Platform, testing selected servicing activities related to the Platform, and determining whetherthe 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 duringthe period covered by this report. Our procedures were not designed to determine whether errors may have occurred either priorto or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the periodcovered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonablebasis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the servicingcriteria.

  

 

 

As described in the accompanying Management’sAssessment of Compliance, for servicing criteria 1122(d)(2)(i), 1122(d)(2)(vii)(A)-(B), 1122(d)(2)(vii)(D), 1122(d)(4)(ii) and1122(d)(4)(iv), 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) (formerly SEC Manual Telephone Interpretation 17.06). As permitted by C&DI 200.06, the Companyhas asserted that it has policies and procedures in place designed to provide reasonable assurance that the vendors’ activitiescomply in all material respects with the servicing criteria applicable to each vendor. The Company is solely responsible for determiningthat 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 assessmentthat 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, 2015 is fairly stated in all material respects.

 

/s/KPMG LLP

 

Chicago, Illinois