**********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 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, 2011, 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  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. Our examination disclosed the following material noncompliance with 1122(d)(4)(vii) and 1122(d)(4)(viii) applicable to the Company as of and for the year ended December 31, 2011for the**Platform.  1.With respect to servicing criteria 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.  2.With  respect  to  servicing  criteria  1122(d)(4)(viii),  certain  records  describing  the  Company's activities in monitoring delinquent pool assets were not maintained as specified in 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,  2011  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 LLPSouthfield, Michigan March 26, 2012