Exhibit
34.1



Grant
Thornton(logo)



grant
thornton llp 27777
Franklin Road Suite 800 Southfield, MI 48034-2366  D   +1 248 262 1950 F   +1 248 350 3581


REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  Board
of Directors Mercedes-Benz
Financial Services USA LLC  We
have examined management’s assertion, included in the accompanying Management’s Report on Assessment of Compliance
with SEC Regulation AB Servicing Criteria (“Management’s Report”), that Mercedes-Benz Financial Services USA
LLC’s (“MBFS USA LLC” or the “Company”) complied with the servicing criteria set forth in Item 1122(d)
of the U.S. Securities and Exchange Commission’s Regulation AB for the United States Consumer Automotive Retail Installment
Sale Contracts (the “Platform”) as of and for the year ended December 31, 2023, excluding criteria 1122(d)(1)(iii),
1122(d)(1)(iv), 1122(d)(2)(v), 1122(d)(2)(vi), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii)
and (1122(d)(4)(xv), which management has determined are not applicable to the activities performed by the Company with respect
to the Platform. The Platform consists of the asset-backed transactions and securities defined by management in Appendix A of
Management’s Report. Management is responsible for the Company’s compliance with the applicable servicing criteria. Our
responsibility is to express an opinion on management’s assertion about the Company’s compliance with the applicable
servicing criteria for the Platform based on our examination.  Our
examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and
in accordance with attestation standards established by the American Institute of Certified Public Accountants, and, accordingly,
included examining, on a test basis, evidence about the Company’s compliance with the applicable servicing criteria for
the Platform and performing such other procedures as we considered necessary in the circumstances. Our examination included testing
selected asset-backed transactions and securities constituting the Platform and evaluating whether the Company performed servicing
activities related to those transactions and securities in compliance with the applicable servicing criteria for the period covered
by this report. Accordingly, our testing may not have included servicing activities related to each asset-backed transaction or
security constituting the Platform. Further, our examination was not designed to detect material noncompliance that may have occurred
prior to the period covered by this report and that may have affected the Company’s servicing activities during the period
covered by this report. 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 applicable servicing criteria.  We
are required to be independent and to meet our other ethical responsibilities in accordance with relevant ethical requirements
relating to the engagement.






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Thornton LLP is the U.S. member firm of Grant Thornton International Ltd (GTIL). GTIL and each of its member firms are separate
legal entities and are not a worldwide partnership.
















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As
described in Management’s Report, the Company engaged various vendors to perform servicing activities with respect to criteria
1122(d)(2)(i),1122(d)(4)(i), 1122 (d)(4)(ii), and 1122(d)(4)(viii). The Company determined that each vendor is not considered
a “servicer,” as that term is defined in Item 1101(j) of Regulation AB, and therefore, the Company is assuming responsibility
for compliance with such servicing criteria applicable to each vendor’s servicing activities. In accordance with Regulation
AB and its related interpretations, the requirement for management to assess compliance with the servicing criteria applicable
to a vendor’s activities is satisfied if the Company has instituted policies and procedures to monitor whether such vendor’s
activities comply in all material respects with such criteria. Compliance with the applicable servicing criteria is achieved if
those policies and procedures are designed to provide reasonable assurance that such vendor’s activities comply with such
criteria and those policies and procedures are operating effectively for the period covered by Management’s Report. Our
examination does not provide a legal determination of whether a vendor is or is not considered a servicer, and therefore, on whether
the Company, in its Management Report, is eligible to elect to take responsibility for assessing compliance with the servicing
criteria applicable to each vendor’s servicing activities.  In
our opinion, management’s assertion that Mercedes-Benz Financial Services USA LLC complied with the aforementioned applicable
servicing criteria as of and for the year ended December 31, 2023 for the United States Consumer Automotive Retail Installment
Sale Contracts Platform is fairly stated, in all material respects.  /s/
Grant Thornton LLP  Southfield,
Michigan March
20, 2024