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Grant Thornton LLP
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F 248.350.3581
www.GrantThornton.com
Grant Thornton LLP
U.S. member firm of Grant Thornton International Ltd
{00039288.DOCX}
Exhibit 34.1
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 Lease 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)(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), 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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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 criteria
1122(d)(3)(i)(A) 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), a 10-D filing for the MBALT
2012-A transaction was incorrectly filed. Management subsequently amended the
incorrect filing for the MBALT 2012-A transaction.
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 Lease
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