**Exhibit****34.2**

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**Report of Independent Registered PublicAccounting Firm**

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The Board of Directors of GE Commercial Distribution FinanceCorporation:

 

Wehave examined management’s assessment, included in the accompanying Management’s Assessment of Compliance, that GECommercial 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 Companyacted as servicer involving floorplan receivables, accounts receivable and asset-based lending receivables (the Platform), exceptfor servicing criteria 1122(d)(1)(iii), 1122(d)(1)(iv), 1122(d)(2)(iii), 1122(d)(2)(iv), 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, 2013. 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 criterion 1122(d)(4)(xii), there were no activitiesperformed during the twelve months ended December 31, 2013, with respect to the Platform because there were no occurrences of eventsthat would require the Company to perform such activities. Appendix B to Management’s Assessment of Compliance identifiesthe individual asset-backed transactions and securities defined by management as constituting the Platform. Management is responsiblefor the Company’s compliance with the servicing criteria. Our responsibility is to express an opinion on management’sassessment 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, accordingly, included examining,on a test basis, evidence about the Company’s compliance with the servicing criteria specified above and performing suchother 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) and 1122(d)(4)(iv),the Company has engaged various vendors to perform the activities required by these servicing criteria. The Company has determinedthat none of these vendors are considered a “servicer” as defined in Item 1101(j) of Regulation AB, and the Companyhas elected to take responsibility for assessing compliance with the servicing criteria applicable to each vendor as permittedby Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations (“Interpretation17.06”).  As permitted by Interpretation 17.06, the Company has asserted that it has policies and procedures in placedesigned 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 Interpretation 17.06 for the vendors and related criteria as described in its assertion, and we performed no procedureswith respect to the Company’s eligibility to apply Interpretation 17.06.

 

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) and 1122(d)(4)(iv) for which compliance is determined based on Interpretation 17.06 as described above, as ofand for the twelve months ended December 31, 2013 is fairly stated in all material respects.