Exhibit
      B


PricewaterhouseCoopers
              LLPPricewaterhouseCoopers
              Center300
              Madison AvenueNew
              York NY 10017Telephone
              (646) 471 3000Facsimile
              (813) 286 6000


**Report
      of Independent Registered Public Accounting Firm**




To
      Prudential Asset Resources, Inc.:




We
      have
      examined management's assertion, included in the accompanying Certification
      Regarding Compliance with Applicable Servicing Criteria, that Prudential Asset
      Resources Inc. (the "Company") complied with the servicing criteria set forth
      in
      Item 1122(d) of the Securities and Exchange Commission's
      Regulation AB for the commercial mortgage securities transactions for PWR-11,
      PWR- 12,
      PWR-13, PWR-14, MSCI 2006-IQ12 and MLMT 2006-C2 (the "Platform"), as of December
      31, 2006
      and
      for the year then ended excluding criteria 1122(d)(1)(ii), 1122(d)(3)(i) (C)
      & (D), 1122(d)(3)(ii), 1122(d)(3)(iii)
      and 1122(d)(3)(iv), which the Company has determined are not applicable to
      the
      activities performed by them with respect to the servicing platform. As
      described in management's assertion,
      for servicing criteria 1122(d)(1), 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 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. Management's assertion identifies the individual
      asset-backed transactions 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 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 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.




1


Exhibit
        B




In
      our
      opinion, management's assertion that the Company complied with the
      aforementioned applicable servicing criteria as of and for the year ended
      December 31, 2006 for the Platform is fairly stated, in all material
      respects.




/s/
      PricewaterhouseCoopers LLP




March
      9,
      2007