EXHIBIT 34.2

 

Report of Independent Registered PublicAccounting Firm

 

The Board of Directors

Wells Fargo Commercial Distribution Finance,LLC:

 

We have examined management’s assertion,included in the accompanying *Management’s Assessment of Compliance*, that Wells Fargo Commercial Distribution Finance,LLC (the Company) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’sRegulation AB (the Servicing Criteria) for asset-backed securities transactions for which the Company acted as sub-servicer involvingfloorplan 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)(ii), 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)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii) and 1122(d)(4)(xv), which theCompany has determined are not applicable to the activities it performs with respect to the Platform, as of and for the twelvemonths ended December 31, 2018. Appendix B to *Management’s Assessment of Compliance* identifies the individualasset-backed transactions and securities defined by management as constituting the Platform. Management is responsible for theCompany’s compliance with the Servicing Criteria. Our responsibility is to express an opinion on management’s assertionabout the Company’s compliance with the Servicing Criteria 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 to obtain reasonable assurance and, accordingly, includedexamining, on a test basis, evidence about the Company’s compliance with the Servicing Criteria and performing such otherprocedures 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’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 policies andprocedures 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 the SECrequirements to apply C&DI 200.06 for the vendors and related criteria as described in its assertion, and we performed no procedureswith respect to the Company’s eligibility to apply C&DI 200.06.

 

 

 

In our opinion, management’s assertionthat 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, 2018 is fairly stated, in all material respects.

 

/s/KPMG LLP

 

Chicago, Illinois

March 26, 2019