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Rating Action:

MOODY'S ASSIGNS RATINGS TO 4 CLASSES OF BLUE HERON FUNDING VII LTD.

30 May 2003
MOODY'S ASSIGNS RATINGS TO 4 CLASSES OF BLUE HERON FUNDING VII LTD.

Approximately $1.2 Billion of Debt Securities Affected.

New York, May 30, 2003 -- Moody's Investors Service announced that it has assigned ratings to three tranches of notes and one class of certificates issued by Blue Heron Funding VII Ltd. and co-issuer Blue Heron Funding VII Inc. (the "Issuers"). The ratings assigned to the respective tranches as follows:

(i) Prime-1 short-term rating to U.S.$738,750,000 Class A-1 Blue Heron Funding VII Notes, Series 2003-1, due May 28, 2004 (the "Class A-1 Notes"),

(ii) Prime-1 short-term rating to U.S.$400,000,000 Class A-2 Blue Heron Funding VII Notes, Series 2003-1, due May 28, 2004 (the "Class A-2 Notes"),

(iii) A3 to the Euro 88,451,000 Class B Blue Heron Funding VII Notes, Series 2003-1, due May 30, 2047 (the "Class B Notes"), and

(iv) Aaa to the U.S.$6,250,000 Certificates having a scheduled final distribution date in 2041 (the "Certificates").

Moody's stated that the short-term rating of the Class A-1 Notes is applicable only to those Class A-1 Notes issued on the Closing Date and maturing on May 28, 2004 and the short-term rating of the Class A-2 Notes is applicable only to those Class A-2 Notes issued on the Closing Date and maturing on May 28, 2004, and does not address any payments that may be made on any other dates.

Moody's explained that the ratings of the Class A-1 Notes and Class A-2 Notes (the "Class A Notes) are primarily based on the issuers' ability to rely on a put option entered into with WestLB AG, ("WestLB"), acting through its London branch and a cash flow swap entered into with WestLB, acting through its New York branch. The put option is designed to fund the principal repayment of any Class A Notes that are not successfully remarketed at their maturity, and the cash flow swap is structured to fund any shortfall between the issuers' collections from their assets and the amount of interest due on the Class A notes. In addition, the amount WestLB is required to pay under its support obligations cannot be reduced for defaults on the issuers' underlying assets. The combined amounts of the put option and cash flow swap are designed to provide the investor the full amount of principal and interest due on the Class A Notes. The short-term rating of the Class A Notes is closely correlated to the short-term deposit rating of WestLB. WestLB has a short-term deposit rating of Prime-1, a long-term senior deposit rating of Aa1 and a bank financial strength rating of D. On May 15, 2003, Moody's placed on review for possible downgrade WestLB AG's bank financial strength rating (FSR) of D. Any replacement support provider would be required to carry a Prime-1 rating.

Moody's explained that the rating on the Class B Notes only addresses the ultimate receipt of all interest due on such notes and the ultimate return of the Rated Principal Balance of such notes. It is based on the expected losses, calculated at a discount rate equal to the Class B Note Interest Rate, that are posed to the holders of the Class B Notes relative to such promise. This rating does not address any cash flows receivable by the holders of the Class B Notes after such time as the Rated Principal Balance of such notes is reduced to zero. The rating of the Class B Notes is also related to the short-term deposit rating of the Put Option Agent. In the event the Class A Notes are not successfully remarketed and are put to the Put Option Agent, the overall cost of the Issuer's liabilities will increase, thereby diverting cash flows from the Class B Notes. Accordingly, in determining the ratings on the Class B Notes, Moody's analysis in respect of the ratings on the Class B Notes is also related to and includes consideration of the current ratings of WestLB (including its bank financial strength rating).

The ratings on the Certificates address only the ultimate return of the principal amount of such notes and certificates by their maturity date. The ratings, Moody's said, do not address other cash flows promised to the noteholders or certificateholders or the time value of any cash flows due under the governing documents.

WestLB, through its New York branch, is also contracted as the manager of the Issuers' assets, which primarily consist of highly rated investment-grade structured finance securities. WestLB currently manages 7 other CDO transactions.

New York
Jeremy A. Gluck
Managing Director
Structured Finance Group
Moody's Investors Service
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

New York
Cathy Lu
Vice President - Senior Analyst
Structured Finance Group
Moody's Investors Service
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

No Related Data.
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