**EXHIBIT 34.2**

 

Report of Independent Registered PublicAccounting Firm

 

The Board of Directors of

GE Capital US Holdings, Inc.:

 

We have examined management’s assessment,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, 2015. The Company has determined that servicing criterion 1122(d)(1)(v) is applicable tothe activities the Company performs with respect to the Platform for all transactions and securities in the Platform, includingthose issued on or before November 23, 2015, as applicable, for the 2015 assessment period as of and for the year ended December 31,2015, as applicable to the activities performed by the Company as of December 31, 2015 and for the period from 1:00 a.m. (NewYork City time) on December 2, 2015 through December 31, 2015. Due to the transfer of servicing responsibilities as of1:00 a.m. (New York City time) on December 2, 2015, 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 only applicable to the Platform as of December 31, 2015 and for the period from 1:00 a.m. (New York City time) on December 2,2015 through December 31, 2015. With respect to servicing criterion 1122(d)(2)(ii), the Company makes such disbursements toinvestors but does not make such disbursements on 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 wereno activities performed during the twelve months ended December 31, 2015, with respect to the Platform because there wereno occurrences of events that would require the Company to perform such activities, as applicable to the activities performed bythe Company as of December 31, 2015 and for the period from 1:00 a.m. (New York City time) on December 2, 2015 throughDecember 31, 2015. Appendix B to Management’s Assessment of Compliance identifies the individual asset-backed transactionsand securities defined by management as constituting the Platform. Management is responsible for the Company’s compliancewith the servicing criteria. Our responsibility is to express an opinion on management’s assessment about the Company’scompliance based on our examination.

 

 

 

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) and 1122(d)(4)(ii),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 the SEC’s *Compliance and Disclosure Interpretation (“C&DI”) 200.06, Vendor’s Engaged by Servicers*(C&DI 200.06) (formerly SEC Manual Telephone Interpretation 17.06). As permitted by C&DI 200.06, the Company has assertedthat it has policies and procedures in place designed to provide reasonable assurance that the vendors’ activities complyin 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) 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, 2015, as applicable to the activities performed by the Company as of December 31,2015 and for the period from 1:00 a.m. (New York City time) on December 2, 2015 through December 31, 2015 is fairly statedin all material respects.

 

/s/KPMG LLP

 

Chicago, Illinois

March 28, 2016