Moody's Affirms Four Classes and Downgrades Six CMBS Classes of JPMCC 2002-C3; Downgraded Classes are Placed on Review for Possible Downgrade

New York, November 15, 2012 -- Moody's Investors Service (Moody's) affirmed the ratings of four classes and downgraded six classes of J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2002-C3. The downgraded classes were placed on review for possible downgrade. The rating action is as follows:

Cl. A-2, Affirmed at Aaa (sf); previously on Mar 9, 2011 Confirmed at Aaa (sf)

Cl. B, Downgraded to Aa3 (sf) and Placed Under Review for Possible Downgrade; previously on Mar 9, 2011 Confirmed at Aaa (sf)

Cl. C, Downgraded to A2 (sf) and Placed Under Review for Possible Downgrade; previously on Mar 9, 2011 Confirmed at Aaa (sf)

Cl. D, Downgraded to B1 (sf) and Placed Under Review for Possible Downgrade; previously on Nov 10, 2011 Downgraded to Ba1 (sf)

Cl. E, Downgraded to B3 (sf) and Placed Under Review for Possible Downgrade; previously on Nov 10, 2011 Downgraded to B1 (sf)

Cl. F, Downgraded to Caa2 (sf) and Placed Under Review for Possible Downgrade; previously on Nov 10, 2011 Downgraded to Caa1 (sf)

Cl. G, Affirmed at C (sf); previously on Nov 10, 2011 Downgraded to C (sf)

Cl. H, Affirmed at C (sf); previously on Jun 9, 2010 Downgraded to C (sf)

Cl. J, Affirmed at C (sf); previously on Jun 9, 2010 Downgraded to C (sf)

Cl. X-1, Downgraded to B3 (sf) and Placed Under Review for Possible Downgrade; previously on Feb 22, 2012 Downgraded to Ba3 (sf)

RATINGS RATIONALE

The affirmations are due to key parameters, including Moody's loan to value (LTV) ratio, Moody's stressed debt service coverage ratio (DSCR) and the Herfindahl Index (Herf), remaining within acceptable ranges. Based on our current base expected loss, the credit enhancement levels for the affirmed classes are sufficient to maintain their current ratings.

The downgrades of the principal classes are primarily due to increased interest shortfalls. Due to the uncertainty regarding the continuing level of interest shortfalls, Moody's has placed the downgraded classes on review for possible downgrade. Moody's expects interest shortfalls to rise further in the capital stack, and for shortfalls to have more than a temporary impact on several tranches in the deal in advance of expected paydowns from maturing loans.

The rating of the IO Class, Class X-1, is downgraded to reflect the deterioration in credit performance for its referenced classes. This class is also on review for possible downgrade.

Moody's rating action reflects a base expected loss of approximately $34.6 million or 16% of the current deal balance compared to $33.2 million or 6% at last review. The increase in base expected loss on a percentage basis since last review is largely due to the signifant paydown of the pool since last review (58%). Moody's provides a current list of base losses for conduit and fusion CMBS transactions on moodys.com at http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255. Depending on the timing of loan payoffs and the severity and timing of losses from specially serviced loans, the credit enhancement level for investment grade classes could decline below the current levels. If future performance materially declines, the expected level of credit enhancement and the priority in the cash flow waterfall may be insufficient for the current ratings of these classes.

The performance expectations for a given variable indicate Moody's forward-looking view of the likely range of performance over the medium term. From time to time, Moody's may, if warranted, change these expectations. Performance that falls outside the given range may indicate that the collateral's credit quality is stronger or weaker than Moody's had anticipated when the related securities ratings were issued. Even so, a deviation from the expected range will not necessarily result in a rating action nor does performance within expectations preclude such actions. The decision to take (or not take) a rating action is dependent on an assessment of a range of factors including, but not exclusively, the performance metrics.

Primary sources of assumption uncertainty are the extent of growth in the current macroeconomic environment and commercial real estate property markets. Commercial real estate property values are continuing to move in a positive direction along with a rise in investment activity and stabilization in core property type performance. Limited new construction and moderate job growth have aided this improvement. However, a consistent upward trend will not be evident until the volume of investment activity steadily increases for a significant period, non-performing properties are cleared from the pipeline, and fears of a Euro area recession are abated.

The hotel sector is performing strongly with eight straight quarters of growth and the multifamily sector continues to show increases in demand with a growing renter base and declining home ownership. Slow recovery in the office sector continues with minimal additions to supply. However, office demand is closely tied to employment, where growth remains slow and employers are considering decreases in the leased space per employee. Also, primary urban markets are outperforming secondary suburban markets. Performance in the retail sector continues to be mixed with retail rents declining for the past four years, weak demand for new space and lackluster sales driven by discounting and promotions. However, rising wages and reduced unemployment, along with increased consumer confidence, is helping to spur consumer spending resulting in increased sales. Across all property sectors, the availability of debt capital continues to improve with robust securitization activity of commercial real estate loans supported by a monetary policy of low interest rates.

Moody's central global macroeconomic scenario maintains its forecast of relatively robust growth in the US and an expectation of a mild recession in the euro area for 2012. Downside risks remain significant, and elevated downside risks and their materialization could pose a serious threat to the outlook. Major downside risks include: a deeper than expected recession in the euro area; the potential for a hard landing in major emerging markets; an oil supply shock; and material fiscal tightening in the US given recent political gridlock. Healthy but below-trend growth in GDP is expected through the rest of this year and next with risks trending to the downside.

The methodologies used in this rating were "Moody's Approach to Rating U.S. CMBS Conduit Transactions" published in September 2000, "Moody's Approach to Rating CMBS Large Loan/Single Borrower Transactions" published in July 2000, and "Moody's Approach to Rating Structured Finance Interest-Only Securities" published in February 2012. Please see the Credit Policy page on www.moodys.com for a copy of these methodologies.

Moody's review incorporated the use of the Excel-based CMBS Conduit Model v 2.61 which is used for both conduit and fusion transactions. Conduit model results at the Aa2 (sf) level are driven by property type, Moody's actual and stressed DSCR, and Moody's property quality grade (which reflects the capitalization rate used by Moody's to estimate Moody's value). Conduit model results at the B2 (sf) level are driven by a pay down analysis based on the individual loan level Moody's LTV ratio. Moody's Herfindahl score (Herf), a measure of loan level diversity, is a primary determinant of pool level diversity and has a greater impact on senior certificates. Other concentrations and correlations may be considered in our analysis. Based on the model pooled credit enhancement levels at Aa2 (sf) and B2 (sf), the remaining conduit classes are either interpolated between these two data points or determined based on a multiple or ratio of either of these two data points. For fusion deals, the credit enhancement for loans with investment-grade underlying ratings is melded with the conduit model credit enhancement into an overall model result. Fusion loan credit enhancement is based on the credit assessment of the loan which corresponds to a range of credit enhancement levels. Actual fusion credit enhancement levels are selected based on loan level diversity, pool leverage and other concentrations and correlations within the pool. Negative pooling, or adding credit enhancement at the underlying rating level, is incorporated for loans with similar credit assessments in the same transaction.

Moody's review also incorporated the CMBS IO calculator ver1.1 which uses the following inputs to calculate the proposed IO rating based on the published methodology: original and current bond ratings and credit estimates; original and current bond balances grossed up for losses for all bonds the IO(s) reference(s) within the transaction; and IO type corresponding to an IO type as defined in the published methodology. The calculator then returns a calculated IO rating based on both a target and mid-point . For example, a target rating basis for a Baa3 (sf) rating is a 610 rating factor. The midpoint rating basis for a Baa3 (sf) rating is 775 (i.e. the simple average of a Baa3 (sf) rating factor of 610 and a Ba1 (sf) rating factor of 940). If the calculated IO rating factor is 700, the CMBS IO calculator ver1.1 would provide both a Baa3 (sf) and Ba1 (sf) IO indication for consideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loan size, where a higher number represents greater diversity. Loan concentration has an important bearing on potential rating volatility, including risk of multiple notch downgrades under adverse circumstances. The credit neutral Herf score is 40. The pool has a Herf of 16 compared to a Herf of 31 at Moody's prior review.

In cases where the Herf falls below 20, Moody's also employs the large loan/single borrower methodology. This methodology uses the excel-based Large Loan Model v 8.5 and then reconciles and weights the results from the two models in formulating a rating recommendation. The large loan model derives credit enhancement levels based on an aggregation of adjusted loan level proceeds derived from Moody's loan level LTV ratios. Major adjustments to determining proceeds include leverage, loan structure, property type, and sponsorship. These aggregated proceeds are then further adjusted for any pooling benefits associated with loan level diversity, other concentrations and correlations.

Moody's ratings are determined by a committee process that considers both quantitative and qualitative factors. Therefore, the rating outcome may differ from the model output.

The rating action is a result of Moody's on-going surveillance of commercial mortgage backed securities (CMBS) transactions. Moody's monitors transactions on a monthly basis through a review utilizing MOST® (Moody's Surveillance Trends) Reports and a proprietary program that highlights significant credit changes that have occurred in the last month as well as cumulative changes since the last full transaction review. On a periodic basis, Moody's also performs a full transaction review that involves a rating committee and a press release. Moody's prior transaction review is summarized in a press release dated November 10, 2011. Please see the ratings tab on the issuer / entity page on moodys.com for the last rating action and the ratings history.

DEAL PERFORMANCE

As of the October 12, 2012 distribution date, the transaction's aggregate certificate balance has decreased by 71% to $216 million from $745 million at securitization. The Certificates are collateralized by 38 mortgage loans ranging in size from less than 1% to 8% of the pool, with the top ten loans (excluding defeasance) representing 36% of the pool. There are no loans with investment-grade credit assessments. Ten loans, representing approximately 44% of the pool, are defeased and are collateralized by U.S. Government securities.

Nineteen loans, representing 30% of the pool, are on the master servicer's watchlist. The watchlist includes loans which meet certain portfolio review guidelines established as part of the CRE Finance Council (CREFC) monthly reporting package. As part of our ongoing monitoring of a transaction, Moody's reviews the watchlist to assess which loans have material issues that could impact performance.

Nine loans have liquidated from the pool, resulting in an aggregate realized loss of $45 million (56% average loan loss severity). Currently, five loans, representing 22% of the pool, are in special servicing. The largest specially serviced loan is the 78 Corporate Center Loan ($17 million -- 8% of the pool). The loan is secured by a 185,000 square foot, two-building office complex located in Lebanon, New Jersey, approximately 50 miles west of New York City. The loan transferred to special servicing in January 2009 due to delinquency. The servicer assumed title in a deed-in-lieu of foreclosure transaction in August 2009 and the property is now real estate owned (REO). The property was 23% leased in September 2012 and has remained near that level of occupancy for more than one year, despite efforts to lease up the property.

The remaining four specially serviced loans are secured by a mix of office and multifamily property types. Moody's estimates an aggregate $32 million loss (67% expected loss on average) for all specially serviced loans.

Excluding specially serviced and defeased loans, Moody's was provided with full-year 2011 and partial year 2012 operating results for 96% and 87% of the performing pool, respectively. Excluding specially serviced loans, Moody's weighted average LTV is 73% compared to 77% at last full review. Moody's net cash flow reflects a weighted average haircut of 10.6% to the most recently available net operating income. Moody's value reflects a weighted average capitalization rate of 9.6%.

Excluding specially serviced loans, Moody's actual and stressed DSCRs are 1.49X and 1.53X, respectively, compared to 1.42X and 1.43X at last review. Moody's actual DSCR is based on Moody's net cash flow (NCF) and the loan's actual debt service. Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed rate applied to the loan balance.

The top three performing conduit loans represent 9% of the pool. The largest loan is the Lakeside Center Loan ($8 million -- 4% of the pool), which is secured by an 81,000 square foot office property located in Columbia, Maryland. The loan is on the master servicer's watchlist for upcoming ARD maturity. Property performance has improved steadily. Moody's current LTV and stressed DSCR are 67% and 1.62X, respectively, compared to 69% and 1.58X at last review.

The second largest loan is the Acuity Financial Center Loan ($7 million -- 3% of the pool), which is secured by a 56,000 square foot office property located in Las Vegas, Nevada. The loan is on the master servicer's watchlist for upcoming ARD maturity. The property was 99% leased as of March 2012 reporting, up from 95% in December 2010. Moody's current LTV and stressed DSCR are 81% and 1.33X, respectively, compared to 89% and 1.21X at last review.

The third largest loan is the Two Paragon Centre Loan ($5 million -- 2% of the pool). The loan is secured by a 49,000 square foot office property located in Ridgeland, Mississippi, a suburb of Jackson. The property was 98% leased in December 2011. The largest tenant is the Bomgar Corporation, which occupies approximately 53% of the property NRA through March 2015. Property performance has been stable. Moody's current LTV and stressed DSCR are 68% and, 1.60X respectively, compared to 65% and 1.67X at last review.

REGULATORY DISCLOSURES

The Global Scale Credit Ratings on this press release that are issued by one of Moody's affiliates outside the EU are endorsed by Moody's Investors Service Ltd., One Canada Square, Canary Wharf, London E 14 5FA, UK, in accordance with Art.4 paragraph 3 of the Regulation (EC) No 1060/2009 on Credit Rating Agencies. Further information on the EU endorsement status and on the Moody's office that has issued a particular Credit Rating is available on www.moodys.com.

For ratings issued on a program, series or category/class of debt, this announcement provides relevant regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series or category/class of debt or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides relevant regulatory disclosures in relation to the rating action on the support provider and in relation to each particular rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides relevant regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.

Information sources used to prepare the rating are the following: parties involved in the ratings, parties not involved in the ratings, public information, and confidential and proprietary Moody's Investors Service information.

Moody's did not receive or take into account a third-party assessment on the due diligence performed regarding the underlying assets or financial instruments related to the monitoring of this transaction in the past six months.

Moody's considers the quality of information available on the rated entity, obligation or credit satisfactory for the purposes of issuing a rating.

Moody's adopts all necessary measures so that the information it uses in assigning a rating is of sufficient quality and from sources Moody's considers to be reliable including, when appropriate, independent third-party sources. However, Moody's is not an auditor and cannot in every instance independently verify or validate information received in the rating process.

Please see the ratings disclosure page on www.moodys.com for general disclosure on potential conflicts of interests.

Please see the ratings disclosure page on www.moodys.com for information on (A) MCO's major shareholders (above 5%) and for (B) further information regarding certain affiliations that may exist between directors of MCO and rated entities as well as (C) the names of entities that hold ratings from MIS that have also publicly reported to the SEC an ownership interest in MCO of more than 5%. A member of the board of directors of this rated entity may also be a member of the board of directors of a shareholder of Moody's Corporation; however, Moody's has not independently verified this matter.

Please see Moody's Rating Symbols and Definitions on the Rating Process page on www.moodys.com for further information on the meaning of each rating category and the definition of default and recovery.

Please see ratings tab on the issuer/entity page on www.moodys.com for the last rating action and the rating history.

The date on which some ratings were first released goes back to a time before Moody's ratings were fully digitized and accurate data may not be available. Consequently, Moody's provides a date that it believes is the most reliable and accurate based on the information that is available to it. Please see the ratings disclosure page on our website www.moodys.com for further information.

Please see www.moodys.com for any updates on changes to the lead rating analyst and to the Moody's legal entity that has issued the rating.

Wesley Flamer-Binion Associate Analyst Structured Finance Group Moody'sInvestors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653Michael Gerdes MD - Structured Finance Structured Finance Group JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653 Releasing Office: Moody's Investors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653(C) 2012 Moody's Investors Service, Inc. and/or its licensors and affiliates (collectively, "MOODY'S"). All rights reserved.

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