Fitch Ratings upgrades one class and affirms the remaining two classes of GE Capital Commercial Mortgage Corp.'s (GECCMC) commercial mortgage pass-through certificates, series 2002-3. A detailed list of rating actions follows at the end of this release.

KEY RATING DRIVERS

The upgrade is due to increased enhancement as the result of loan payoffs and continued amortization since Fitch's last rating action. Of the remaining six loans, two (13%) are defeased with maturities in 2014. The affirmations are based on classes having sufficient credit enhancement as a result of paydown despite the concentration risk with only four non-defeased loans remaining in the pool, as well as the largest loan being a Fitch Loan of Concern (76.2%).

The pool's aggregate principal balance has been paid down by 97.1% to $34.5 million from $1.2 billion at issuance with only 0.2% in realized losses. Interest shortfalls of $1.1 million are affecting the non-rated class P.

RATINGS SENSITIVITY

The Rating Outlooks remain Stable. While the credit enhancement continues to increase, the pool is increasingly concentrated. In addition, a default of the largest loan in the pool is possible which may result in interest shortfalls to the rated classes.

The affirmation of classes N and O are based on the performance volatility of the largest loan and the single tenant nature of the three remaining non-defeased loans leased to Walgreens.

The largest loan of the pool is secured by Carroll's Creek Landing Apartments (68.7% of the pool), a 288 unit multifamily complex located in Arlington, WA, 20 miles north of Seattle. The complex has an agreement with the U.S. Navy that provides subsidized and preferred housing to the service men and women located at the nearby installation. The complex has a unique offering of townhomes and has no direct competitors within a nine-mile radius. Occupancy fluctuates due to ship deployments but the most recent reported occupancy was 92% as of second quarter 2013. The loan was modified in 2011 with a reduced rate and interest-only payments. The original loan rate and terms are scheduled to resume in July 2014. Although the property is covering debt service under the modified terms, Fitch calculates that the property could default under the original loan terms based on the property's current performance.

Fitch upgrades the following class as indicated:

--$4.8 million class M to 'BBBsf' from 'BBsf'; Outlook Stable;

Fitch has affirmed the following classes:

--$8.8 million class N at 'B+sf'; Outlook Stable;

--$5.9 million class O at 'B-sf'; Outlook Stable.

Classes A-1, A-2, B, C, D, E, F, G, H, J, K, L, and X-2 have repaid in full. Fitch does not rate the $15.2 million class P. The rating on class X-1 was previously withdrawn.

Additional information is available at 'www.fitchratings.com'.

Applicable Criteria and Related Research:

--'Global Structured Finance Rating Criteria' (May 24, 2013);

--'U.S. Fixed-Rate Multiborrower CMBS Surveillance and Re-REMIC Criteria' (Dec. 11, 2013).

Applicable Criteria and Related Research:

Global Structured Finance Rating Criteria

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=708661

U.S. Fixed-Rate Multiborrower CMBS Surveillance and Re-REMIC Criteria

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=724961

Additional Disclosure

Solicitation Status

http://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=816920

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Fitch Ratings, Inc.
Primary Analyst
Jay Bullie, +1-312-368-2079
Associate Director
Fitch Ratings, Inc.
70 W. Madison Street
Chicago, IL 60602
or
Committee Chairperson
Mary MacNeill, +1-212-908-0785
Managing Director
or
Media Relations
Elizabeth Fogerty, +1-212-908-0526
elizabeth.fogerty@fitchratings.com