|Exhibit 34.1
|------------



Report of Independent Registered Public Accounting
  Firm

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

We have examined managements assertion, included in the
  accompanying Report on Assessment of Compliance with Servicing Criteria, that
  Barclays Bank Delaware (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. As described in
  management's assertion, for servicing criteria 1122(d)(2)(i), the Company has
  engaged a vendor to perform the activities required by this servicing criteria.
  The Company has determined that this vendor is not considered a "servicer" as
  defined in Item 1101(j) of Regulation AB, and the Company has elected to take
  responsibility for assessing compliance with the servicing criteria applicable
  to the vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation
  Finance Manual of Publicly Available Telephone Interpretations ("Interpretation
  17.06"). As permitted by Interpretation 17.06, the Company has asserted that
  it has policies and procedures in place that are designed to provide reasonable
  assurance that the vendor's activities comply in all material respects with
  the servicing criteria applicable to the vendor. The Company is solely responsible
  for determining that it meets the SEC requirements to apply Interpretation 17.06
  for the vendor and related criteria as described in its assertion, and we performed
  no procedures with respect to the Company's determination of its eligibility
  to use Interpretation 17.06. 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
  Delaware 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



---