2008-08-15 22:44:03 -

- Fitch Ratings has downgraded and removed from Rating Watch Negative one class of notes issued by ABSpoke 2005-XA, Ltd. (ABSpoke 2005-XA). The following rating action is effective immediately:

--$30,000,000 variable floating-rate notes to 'CC' from 'A-'.

Fitch's rating action reflects the significant collateral deterioration within the reference portfolio, specifically subprime residential mortgage-backed securities (RMBS) and Alternative-A (Alt-A) RMBS.

ABSpoke 2005-XA is a partially funded static synthetic structured finance (SF) collateralized debt obligation (CDO) that closed on Oct. 27, 2005. Presently 14.3% of the reference portfolio is comprised of 2005 vintage U.S. subprime RMBS and 6.5% is comprised of 2005 vintage U.S. Alt-A RMBS.

Since November 2007, approximately 58.1% of the reference portfolio has been downgraded

with 2.6% of the reference portfolio currently on Rating Watch Negative. Additionally, 61.5% of the portfolio is now rated below investment grade, of which 24.8% is rated 'CCC+' and below. Fitch notes that, overall, 49% of the assets in the reference portfolio now carry a rating below the rating it assumed in November 2007. The negative credit migration experienced since the last review in November 2007 has resulted in the weighted average rating factor (WARF) deteriorating to 'B+/B' from 'BB+/BB'.

The 17.7% attachment point of the rated note currently falls below the 'CCC' rating loss rate. In addition, there have been two credit events officially declared as of the July 17, 2008 trustee report. Both of the credit events are Writedown Fixed Loss Credit Events in connection with the June 2008 distribution date. The First Loss Amount of the capital structure is reduced by the amount of the losses, and thus the credit enhancement for the rated note decreases. Still, the rated note continues to receive interest as the premium payments from the swap counterparty, Morgan Stanley Capital Services (rated 'AA-/F1+' with a Negative Outlook by Fitch), are still received by the transaction.

The Rating Watch removal reflects Fitch's belief that further negative migration in the portfolio will have a lesser impact on the class. Additionally, Fitch is reviewing its SF CDO approach and will comment separately on any changes and potential rating impact at a later date.

The rating of the notes addresses the likelihood that investors will receive full and timely payments of interest, as per the transaction's governing documents, as well as the stated balance of principal by the legal final maturity date.

Fitch will continue to monitor and review this transaction for future rating adjustments. Additional transaction information and historical data are available on the Fitch Ratings web site at www.fitchratings.com.

Fitch's rating definitions and the terms of use of such ratings are available on the agency's public site, www.fitchratings.com. Published ratings, criteria and methodologies are available from this site, at all times. Fitch's code of conduct, confidentiality, conflicts of interest, affiliate firewall, compliance and other relevant policies and procedures are also available from the 'Code of Conduct' section of this site.

Fitch Ratings
Brian Vorderbrueggen, +1-212-908-9102 (New York)
Alina Pak, +1-312-368-3184 (Chicago)
Sandro Scenga, +1-212-908-0278
(Media Relations, New York)