**********************************************EXHIBIT 34.1****REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**Board of Directors and Shareholders Mercedes-Benz Financial Services USA LLC We have examined Mercedes-Benz Financial Services USA LLC's ("MBFS USA LLC" or the "Company"), formerly known as DCFS USA LLC,** compliance 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") described in the accompanying Report on Assessment of Compliance with Applicable Servicing Criteria of MBFS USA LLC ("Management's Report") as of and for the  year  ended  December  31,  2010,  excluding  criteria  1122(d)(1)(iii),  1122(d)(2)(v),  1122(d)(2)(vi), 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  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,  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. 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 defined in Item 1101(j) of Regulation AB; and therefore,  the  Company  is  assuming  responsibility  for  assessing  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. Our examination disclosed the following material noncompliance with 1122(d)(2)(vii)(B) and 1122(d)(4)(vii) applicable to the Company as of and for the year ended December 31, 2010 for the Platform.  1.With respect to servicing criterion 1122(d)(2)(vii)(B), certain reconciliations were not prepared within 30 calendar days after the bank statement cut-off date. 2.With respect to servicing criterion 1122(d)(4)(vii), certain loss mitigation or recovery actions were not initiated,  conducted  and  concluded  in  accordance  with  the  timeframes  or  other  requirements established by the transaction agreements. In our opinion, except for the material noncompliance described in the preceding paragraph, Mercedes-Benz Financial Services USA LLC complied, in all material respects, with the aforementioned applicable servicing criteria as of and for the year ended December 31, 2010 for the United States Consumer Automotive Retail Installment Sale Contracts. The information included in the Management Response section of Appendix B of Management's Report is presented by the Company to provide additional information and is not a part of the Company's servicing criteria.  The information in the Management Response section of Appendix B has not been subjected to the procedures applied in the examination of compliance with applicable servicing criteria, and accordingly, we express no opinion on it. /s/ GRANT THORNTON LLP Southfield, Michigan March 24, 2011