**Grant Thornton LLP**

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**Grant Thornton LLP**U.S. member firm of Grant Thornton International Ltd 

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{00039289.DOCX} 

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**Exhibit 34.1**

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**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING**

**FIRM**

Board of Director 

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  Mercedes  Benz  Financial  Services 

USA LLC ("Management's Report") as of and for the year ended December 31, 2012, 

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 

**Grant Thornton LLP**U.S. member firm of Grant Thornton International Ltd 

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**{00039289.DOCX}**

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)(3)(i)(A) 

and 1122(d)(4)(viii) applicable to the Company as of and for the year ended December 

31, 2012 for the Platform.  

1.

With  respect  to  servicing  criterion  1122(d)(3)(i)(A),  certain  10-D  filings  for  the 

MBART  2011-1  transaction  were  incorrectly  filed.    Management  subsequently 

amended the incorrect filings for the appropriate MBART 2011-1 transaction. 

2.

With  respect  to  servicing  criterion  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,  2012  for  the  United  States  Consumer  Automotive  Retail 

Installment Sales 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 subject 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 26, 2013