| **Exhibit 34.2** |
|------------------|

**Report of Independent Registered Public Accounting  Firm**

To the Board of Directors and Shareholders of Barclays Bank PLC:  

We have examined management’s assertion, included in the  accompanying Report on Assessment of Compliance with Servicing Criteria, that  Barclays Bank PLC (the “Company” or “Asserting Party”) complied  with the servicing criteria set forth in Item 1122(d) of the Securities and  Exchange Commission's Regulation AB for the asset-backed securities transactions  backed by credit card receivables, for which transactions the Asserting Party  acted as servicer, that were registered with the Securities and Exchange Commission  pursuant to the Securities Act of 1933, as amended, where the related asset-backed  securities were outstanding during the Reporting Period for which the Asserting  Party acted as servicer (the Platform), as of December 31, 2012 and for the  period from November 16, 2012 to December 31, 2012, excluding the criteria which  the Company has determined are not applicable to the servicing activities performed  by them with respect to the Platform, as indicated in Appendix A of management's  Report on Assessment of Compliance with Servicing Criteria. Appendix B to management's  Report on Assessment of Compliance with Servicing Criteria identifies the individual  asset-backed transactions and securities defined by management as constituting  the Platform. Management is responsible for the Company's compliance with the  servicing criteria. Our responsibility is to express an opinion on management's  assertion based on our examination. 

Our examination was conducted in accordance with attestation  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 and performing such other  procedures as we considered necessary in the circumstances. Our examination  included testing of selected asset-backed transactions and securities that comprise  the Platform, testing of selected servicing activities related to the Platform,  and determining whether the Company processed those selected transactions and  performed those selected activities in compliance with the applicable servicing  criteria. Our procedures were limited to the selected transactions and servicing  activities performed by the Company during the period covered by this report.  Our procedures were not designed to detect noncompliance arising from errors  that may have occurred prior to or subsequent to our tests that may have affected  the balances or amounts calculated or reported by the Company 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 servicing criteria.

In our opinion, management’s assertion that Barclays Bank  PLC complied with the aforementioned applicable servicing criteria as of December  31, 2012 and for the period from November 16, 2012 to December 31, 2012 for  the Platform is fairly stated, in all material respects.

/s/ PricewaterhouseCoopers LLP  New York, New York  March 27, 2013