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**UNITED      STATES**

**SECURITIES      AND EXCHANGE COMMISSION**

**Washington,      D.C. 20549**

**FORM      10-K**

**[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT      OF      1934**

**[        ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND      EXCHANGE ACT OF 1934**

|   | Delaware                                                                                    |   | 82-0569805                                                         |   |
|--------|---------------------------------------------------------------------------------------------|--------|--------------------------------------------------------------------|--------|
|   | (State                or other jurisdiction ofincorporation                or organization) |   | (I.R.S.                Employer Identification                No.) |   |

|   | o                Yes |   | x                  No |
|--------|----------------------|--------|-----------------------|

|   | o                Yes |   | x                No |
|--------|----------------------|--------|---------------------|

|   | x Yes |   | o                No |
|--------|------------|--------|---------------------|

| Large                accelerated filer o |   |   | Accelerated                filer o |   |   | Non-accelerated                filer x |   |
|------------------------------------------|--------|--------|------------------------------------|--------|--------|----------------------------------------|--------|

|   | o                Yes |   | x                No |
|--------|----------------------|--------|---------------------|

**PART        I**

**Item      1. Business.**

**Item      1A. Risk Factors.**

**Item      1B. Unresolved Staff Comments.**

**Item      2. Properties.**

**Item      3. Legal Proceedings. **

**Item      4. Submission of Matters to a Vote of Security Holders.**

**PART      II**

**Item      5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer      Purchases of Equity Securities.**

**Item      6. Selected Financial Data.**

**Item      7. Management’s Discussion and Analysis of Financial Condition and Results of      Operation.**

**Item      7A. Quantitative and Qualitative Disclosures About Market      Risk.**

**Item      8. Financial Statements and Supplementary Data.**

**Item      9. Changes in and Disagreements With Accountants on Accounting and Financial      Disclosure.**

**Item      9A. Controls and Procedures.**

**Item      9B. Other Information.**

**PART      III**

**Item      10. Directors and Executive Officers of the Registrant.**

**Item      11. Executive Compensation.**

**Item      12. Security Ownership of Certain Beneficial Owners and Management and Related      Stockholder Matters.**

**Item      13. Certain Relationships and Related Transactions.**

**Item      14. Principal Accounting Fees and Services.**

**PART      IV**

**Item      15. Exhibits, Financial Statement Schedules.**

| **Exhibit                Number** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|-----------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3                                 | Pooling              and Servicing Agreement (Filed as part of the Registrant's Current              Report              on Form 8-K filed on September 2, 2005 with amendment filed on October              13,              2005)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4                                 | Pooling              and Servicing Agreement (Filed as part of the Registrant's Current              Report              on Form 8-K filed on September 2, 2005 with amendment filed on October              13,              2005)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 31                                | Sarbanes-Oxley                Certification                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 99.1(a)                           | Annual                Independent Accountants’ Report, Wachovia Bank, National Association, as                Master Servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 99.1(b)                           | Annual                Independent Accountants’ Report, LNR Partners, Inc., as Special                Servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 99.1(c)                           | Annual                Independent Accountants’ Report,Wells Fargo Bank, N.A., as master servicer                of the Courtyard by Marriott loan and 200 Park Avenue loan under                the                LB-UBS Commercial Mortgage Trust 2005-C3 Commercial Mortgage Pass-Through                Certificates, Series 2005-C3 Pooling and Servicing Agreement and                as master                servicer and special servicer of the 1345 Avenue of the Americas                and Park                Avenue Plaza loans under the Morgan Stanley Capital I Inc. Commercial                Mortgage Pass-Through Certificates, Series FB 2005-1 Pooling and                Servicing                Agreement. |
| 99.1(d)                           | Annual              Independent Accountants’ Report, J.E. Robert Company, Inc., as special              servicer of the Courtyard by Marriott loan and 200 Park Avenue loan              under              the LB-UBS Commercial Mortgage Trust 2005-C3 Commercial Mortgage              Pass-Through Certificates, Series 2005-C3 Pooling and Servicing              Agreement.                                                                                                                                                                                                                                                                                                                                                     |
| 99.2(a)                           | Report                of Management, Wachovia Bank, National Association, as Master                Servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 99.2(b)                           | Report                of Management, LNR Partners, Inc., as Special Servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 99.2(c)                           | Report                of Management, Wells Fargo Bank, N.A., as master servicer of the                Courtyard                by Marriott loan and 200 Park Avenue loan under the LB-UBS Commercial                Mortgage Trust 2005-C3 Commercial Mortgage Pass-Through Certificates,                Series 2005-C3 Pooling and Servicing Agreement and as master servicer                and                special servicer of the 1345 Avenue of the Americas and Park Avenue                Plaza                loans under the Morgan Stanley Capital I Inc. Commercial Mortgage                Pass-Through Certificates, Series FB 2005-1 Pooling and Servicing                Agreement.                                       |
|  99.2(d)                     | Report              of Management, J.E. Robert Company, Inc., as special servicer of theCourtyard              by Marriott loan and 200 Park Avenue loan under the LB-UBS Commercial              Mortgage Trust 2005-C3 Commercial Mortgage Pass-Through Certificates,              Series 2005-C3 Pooling and Servicing Agreement.                                                                                                                                                                                                                                                                                                                                                                                                        |
| 99.3(a)                           | Annual                Statement of Compliance, Wachovia Bank, National Association, as                Master                Servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 99.3(b)                           | Annual                Statement of Compliance, LNR Partners, Inc., as Special                Servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 99.3(c)                           | Annual                Statement of Compliance, Wells Fargo Bank, N.A., as master servicer                of the                Courtyard by Marriott loan and 200 Park Avenue loan under the LB-UBS                Commercial Mortgage Trust 2005-C3 Commercial Mortgage Pass-Through                Certificates, Series 2005-C3 Pooling and Servicing                Agreement.                                                                                                                                                                                                                                                                                                                                                           |
| 99.3(d)                           | Annual              Statement of Compliance, J.E. Robert Company, Inc., as special servicer              of              the Courtyard by Marriott loan and 200 Park Avenue loan under the LB-UBS              Commercial Mortgage Trust 2005-C3 Commercial Mortgage Pass-Through              Certificates, Series 2005-C3 Pooling and Servicing Agreement.                                                                                                                                                                                                                                                                                                                                                                                |
| 99.3(e)                           | Annual                Statement of Compliance, Wells Fargo Bank, N.A., as master servicer                and                special servicer of the 1345 Avenue of the Americas and Park Avenue                Plaza                loans under the Morgan Stanley Capital I Inc. Commercial Mortgage                Pass-Through Certificates, Series FB 2005-1 Pooling and Servicing                Agreement.                                                                                                                                                                                                                                                                                                                            |
| 99.4                              | Aggregate              Statement of Principal and Interest Distributions to Certificateholders              as              of December 31, 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |

**SIGNATURES**

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**EXHIBIT        INDEX**

| **Exhibit                    Number** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|---------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3                                     | Pooling                  and Servicing Agreement (Filed as part of the Registrant's Current                  Report                  on Form 8-K filed on September 2, 2005 with amendment filed on                  October 13,                  2005)*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4                                     | Pooling                  and Servicing Agreement (Filed as part of the Registrant's Current                  Report                  on Form 8-K filed on September 2, 2005 with amendment filed on                  October 13,                  2005)*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 31                                    | Sarbanes-Oxley                    Certification                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 99.1(a)                               | Annual                    Independent Accountants’ Report, Wachovia Bank, National Association, as                    Master Servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 99.1(b)                               | Annual                    Independent Accountants’ Report, LNR Partners, Inc., as Special                    Servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 99.1(c)                               | Annual                    Independent Accountants’ Report,Wells Fargo Bank, N.A., as master servicer                    of the Courtyard by Marriott loan and 200 Park Avenue loan under                    the                    LB-UBS Commercial Mortgage Trust 2005-C3 Commercial Mortgage                    Pass-Through                    Certificates, Series 2005-C3 Pooling and Servicing Agreement                    and as master                    servicer and special servicer of the 1345 Avenue of the Americas                    and Park                    Avenue Plaza loans under the Morgan Stanley Capital I Inc. Commercial                    Mortgage Pass-Through Certificates, Series FB 2005-1 Pooling                    and Servicing                    Agreement. |
| 99.1(d)                               | Annual                  Independent Accountants’ Report, J.E. Robert Company, Inc., as special                  servicer of the Courtyard by Marriott loan and 200 Park Avenue                  loan under                  the LB-UBS Commercial Mortgage Trust 2005-C3 Commercial Mortgage                  Pass-Through Certificates, Series 2005-C3 Pooling and Servicing                  Agreement.                                                                                                                                                                                                                                                                                                                                                                                                |
| 99.2(a)                               | Report                    of Management, Wachovia Bank, National Association, as Master                    Servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 99.2(b)                               | Report                    of Management, LNR Partners, Inc., as Special Servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 99.2(c)                               | Report                    of Management, Wells Fargo Bank, N.A., as master servicer of                    the Courtyard                    by Marriott loan and 200 Park Avenue loan under the LB-UBS Commercial                    Mortgage Trust 2005-C3 Commercial Mortgage Pass-Through Certificates,                    Series 2005-C3 Pooling and Servicing Agreement and as master                    servicer and                    special servicer of the 1345 Avenue of the Americas and Park                    Avenue Plaza                    loans under the Morgan Stanley Capital I Inc. Commercial Mortgage                    Pass-Through Certificates, Series FB 2005-1 Pooling and Servicing                    Agreement.                                                              |
|  99.2(d)                         | Report                  of Management, J.E. Robert Company, Inc., as special servicer of                  the Courtyard                  by Marriott loan and 200 Park Avenue loan under the LB-UBS Commercial                  Mortgage Trust 2005-C3 Commercial Mortgage Pass-Through Certificates,                  Series 2005-C3 Pooling and Servicing Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 99.3(a)                               | Annual                    Statement of Compliance, Wachovia Bank, National Association,                    as Master                    Servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 99.3(b)                               | Annual                    Statement of Compliance, LNR Partners, Inc., as Special                    Servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 99.3(c)                               | Annual                    Statement of Compliance, Wells Fargo Bank, N.A., as master servicer                    of the                    Courtyard by Marriott loan and 200 Park Avenue loan under the                    LB-UBS                    Commercial Mortgage Trust 2005-C3 Commercial Mortgage Pass-Through                    Certificates, Series 2005-C3 Pooling and Servicing                    Agreement.                                                                                                                                                                                                                                                                                                                                                                                   |
| 99.3(d)                               | Annual                  Statement of Compliance, J.E. Robert Company, Inc., as special                  servicer of                  the Courtyard by Marriott loan and 200 Park Avenue loan under the                  LB-UBS                  Commercial Mortgage Trust 2005-C3 Commercial Mortgage Pass-Through                  Certificates, Series 2005-C3 Pooling and Servicing Agreement.                                                                                                                                                                                                                                                                                                                                                                                                              |
| 99.3(e)                               | Annual                    Statement of Compliance, Wells Fargo Bank, N.A., as master servicer                    and                    special servicer of the 1345 Avenue of the Americas and Park                    Avenue Plaza                    loans under the Morgan Stanley Capital I Inc. Commercial Mortgage                    Pass-Through Certificates, Series FB 2005-1 Pooling and Servicing                    Agreement.                                                                                                                                                                                                                                                                                                                                                                   |
| 99.4                                  | Aggregate                  Statement of Principal and Interest Distributions to Certificateholders                  as                  of December 31, 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |