Exhibit
34.3


REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








To the
Audit and Finance Committee of the


Board of
Directors


UnionBanCal
Corporation


San
Francisco, California








We have
examined management’s assertion included in the accompanying Management’s Report
on Assessment of Compliance with SEC Regulation AB Servicing Criteria, that
Union Bank, N.A. (the “Bank”), a wholly-owned subsidiary of UnionBanCal
Corporation, complied with the servicing criteria set forth in Item 1122(d) of
the Securities and Exchange Commission’s Regulation AB for the servicing of
certain retail installment contracts for American Honda Finance Corporation (the
“Platform”) as of March 31, 2010, and for the period from February 1, 2010 to
March 31, 2010, excluding criteria 1122(d) 1(i), 1 (ii), 1(iii), 1(iv), 2(i),
2(iii), 2(iv), 2(vii), 3(i), 4(i), 4(ii), 4(iii), 4(iv), 4(v), 4(vi), 4(vii),
4(viii), 4(ix), 4(x), 4(xi), 4(xii), 4(xiii), 4(xiv), and 4(xv), which
management has determined are not applicable to the activities
performed by the Bank with respect to the Platform. Management’s assertion
identifies the individual asset-backed transactions defined by management as
constituting the Platform. Management is responsible for the Bank’s compliance
with those minimum servicing standards. Our responsibility is to express an
opinion on management’s assertion about the Bank’s compliance with the servicing
criteria based on our examination.





Our
examination was conducted in accordance with attestation standards established
by the American Institute of Certified Public Accountants, as adopted by the
Public Company Accounting Oversight Board (United States), and, accordingly,
included examining, on a test basis, evidence about the Bank’s compliance with
the applicable servicing criteria, including tests on a sample basis of the
servicing activities related to the Platform, determining whether the Bank
performed those selected activities in compliance with the servicing criteria
during the specified period, and performing such other procedures as we
considered necessary in the circumstances. Our procedures were limited to
selected servicing activities performed by the Bank during the period covered by
this report and, accordingly, such samples may not have included servicing the
activities related to each asset-backed transaction included in the Platform.
Further, an examination is not designed to detect noncompliance arising from
errors that may have
occurred prior to the period specified above that may have affected the balance
or amounts calculated
or reported by the Bank 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 Bank’s compliance with the servicing
criteria.





In our
opinion, management’s assertion that the Bank complied with the aforementioned
applicable servicing criteria as of March 31, 2010, and for the period from
February 1, 2010 to March 31, 2010 for certain retail installment contracts for
American Honda Finance Corporation, is fairly stated, in all material
respects.







/s/
Deloitte + Touche LLP




June 11,
2010


Member
of


Deloitte
Touche Tohmatsu