<PAGE> 1
EXHIBIT 99.3
[GRANT THORNTON LLP]
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON MANAGEMENT'S ASSERTION ON
COMPLIANCE WITH MINIMUM SERVICING STANDARDS SET FORTH IN THE
UNIFORM SINGLE ATTESTATION PROGRAM FOR
MORTGAGE BANKERS
Board of Directors
Countrywide Credit Industries, Inc.
We have examined management's assertion about Countrywide Credit Industries,
Inc. and Subsidiaries (which includes its wholly-owned subsidiary, Countrywide
Home Loans, inc.) ("the Company") compliance with the minimum servicing
standards identified in the Mortgage Bankers Association of America's Uniform
Single Attestation Program for Mortgage Bankers (USAP) as of and for the year
ended February 29, 2000, included in the accompanying management assertion.
Management is responsible for the Company's compliance with those minimum
servicing standards. Our responsibility is to express an opinion on management's
assertion about the entity's compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
minimum servicing standards and performing such other procedures as we
considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide a
legal determination on the Company's compliance with the minimum servicing
standards.
In our opinion, management's assertion that Countrywide Credit Industries, Inc.
and Subsidiaries (which includes its wholly-owned subsidiary Countrywide Home
Loans, Inc.) complied with the aforementioned minimum servicing standards as of
and for the year ended February 29, 2000 is fairly stated, in all material
respects.
/s/ Grant Thornton LLP
Los Angeles, California
March 24, 2000
<PAGE> 2
[COUNTRYWIDE LETTERHEAD]
March 24, 2000
Grant Thornton LLP
1000 Wilshire Boulevard, Suite 700
Los Angeles, CA 90017
Gentlemen:
As of and during the year ended February 29, 2000, Countrywide Credit
Industries, Inc. and Subsidiaries (which includes its wholly-owned subsidiary
Countrywide Home Loans, Inc.) ("the Company") has complied in all material
respects with the minimum servicing standards set forth in the Mortgage Bankers
Association of America's Uniform Single Attestation Program for Mortgage
Bankers. As of and during the same period, the Company had in effect a fidelity
bond and errors and omissions policy in the amount of $30,000,000.
/s/ Carlos M. Garcia
---------------------------
Carlos M. Garcia
Managing Director-Finance
Chief Financial Officer and
Chief Accounting Officer
