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EXHIBIT 34.2
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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 the accompanying managements assertion, included in the accompanying Managements 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 Commissions Regulation AB for the servicing of certain retail installment contracts for World Omni Financial Corporation (the Platform) as of December 31, 2010, and for the period from January 28, 2010 (inception) to December 31, 2010, excluding criteria 1122(d)(1)(i), (1)(ii), (1)(iii), (1)(iv), (2)(i), (2)(iii), (2)(vi), (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. Managements assertion identifies the individual asset-backed transactions defined by management as constituting the Platform. Management is responsible for the Banks compliance with the servicing criteria. Our responsibility is to express an opinion on managements assertion about the Banks compliance with the servicing criteria based on our examination.
Our examination was conducted in accordance with the 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 Banks 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 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 balances 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 Banks compliance with the servicing criteria.
In our opinion, managements assertion that the Bank complied with the aforementioned applicable servicing criteria as of December 31, 2010, and for the period from January 28, 2010 (inception) to December 31, 2010, for certain retail installment contracts for World Omni Financial Corporation, is fairly stated, in all material respects.
/s/ Deloitte & Touche LLP
San Francisco, California
February 7, 2011
Member of
Deloitte Touche Tohmatsu