FIRST SIERRA RECEIVABLES II INC
8-K, 1998-10-16
ASSET-BACKED SECURITIES
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<PAGE>   1
                       Securities and Exchange Commission

                             Washington, D.C. 20549

                                    Form 8-K

                                 Current Report


                     PURSUANT TO SECTION 13 or 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                Date of Report (Data of earliest event reported)

                                  March 1, 1997

                        FIRST SIERRA RECEIVABLES II, INC.
                        ---------------------------------
             (exact name of Registrant as specified in its charter)



          Delaware                   33-988288                 76-0543174
- -------------------------------    ------------------    ---------------------
(State or Other Jurisdiction of    (Commission File          (IRS Employer
        Incorporation)                 Number)             Identification No.


Suite 7050
600 Travis Street
Houston, TX                                                     77002
- --------------------------------                              ----------
(Address of Principal Executive)                              (Zip Code)


        Registrant's telephone number, including area code: 713-221-8822



<PAGE>   2


Item 1.       Business

The Registrant is a wholly-owned subsidiary of First Sierra Financial, Inc.
formed solely for the purpose of acquiring from First Sierra Financial, Inc.
certain leases (the "Leases") and interests in equipment underlying the leases
(together the "Receivables") and securitizing the Receivables through the
issuance of Certificates. As a bankruptcy remote entity, the Registrant's
operations are restricted so that (a) it does not engage in business with, or
incur liabilities to, any other entity which may bring bankruptcy proceedings
against the Registrant and (b) the risk is diminished that it will be
consolidated into the bankruptcy proceedings of any other entity. The Registrant
has no other assets except the Receivables and proceeds thereof.

Item 2.       Acquisition or Disposition of Assets

        None

Item 7.       Financial Statements, Pro Forma Financial Information and Exhibits

(a)     Not Applicable

(b)     Not Applicable

(c)     Exhibits

        1.1    Servicing Reports for the collection periods ending in 
March 1, 1997.



<PAGE>   3


                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.


                                           First Sierra Receivables II, Inc.


                                           By: /s/ E. R. Gebhart
                                               -----------------
                                           Name: E. R. Gebhart
                                           Title:   Vice President



                                        2

<PAGE>   4


                               INDEX TO EXHIBITS

        1.1    Servicing Reports for the collection periods ending in 
               March 1, 1997.




<PAGE>   1

FIRST SIERRA EQUIPMENT LEASE TRUST 1996-1
- --------------------------------------------------------------------------------
FIRST SIERRA RECEIVABLES INC.
MONTHLY SERVICER CERTIFICATE
FOR THE COLLECTION PERIOD ENDING 3/1/97

<TABLE>
<S>                                                                           <C>
ADCPB BALANCE

Prior Month ADCPB                                                             85,794,940.26
Initial ADCPB                                                                 85,790,915.00
Current Month ADCPB (Before addition of New Property)                         83,515,742.25
Base Principal Amount (Prior - Current)                                        2,279,198.01
Add:  ADCPB of New Transferred Property                                        2,279,234.63
Ending ADCPB (Current + ADCPB of New Property)                                85,794,976.88

CLASS A INTEREST SCHEDULE

     Prior Month Class A Principal Balance                                    73,780,187.00
     Class A Certificate Rate                                                          6.85%
     One twelfth of Class A Certificate Rate                                           0.57%
     Class A Certificate Interest                                                421,161.90
     Prior Month Class A Overdue Interest                                              0.00

     Class A Interest Due                                                        421,161.90
     Class A Interest Paid                                                       421,161.90

     Current Month Class A Overdue Interest                                            0.00

CLASS A PRINCIPAL SCHEDULE

     Prior Month Activities related to Collection Period Ended 1/1/97         73,780,187.00
     Class A Percentage                                                               86.00%
     Base Principal Amount                                                     2,279,198.01
     Class A Base Principal Distribution Amount                                        0.00
     Prior Month Class A Overdue Principal                                             0.00
     Total A Note Principal Due                                                        0.00

     Class A Principal Paid                                                            0.00

     Class A Overdue Principal                                                         0.00
                                                                              -------------
     Current Month Class A Principal Balance                                  73,780,187.00
</TABLE>



                                     Page 1
<PAGE>   2


FIRST SIERRA EQUIPMENT LEASE TRUST 1996-1
- -------------------------------------------------------------------------------
FIRST SIERRA RECEIVABLES INC.
MONTHLY SERVICER CERTIFICATE
FOR THE COLLECTION PERIOD ENDING 3/1/97

<TABLE>
<S>                                                     <C>
CLASS B-1 INTEREST SCHEDULE

     Prior Month Class B-1 Principal Balance            3,431,637.00
     Class B-1 Certificate Rate                                 7.63%
     One twelfth of Class B-1 Certificate Rate                  0.64%
     Class B-1 Certificate Interest                        21,819.49
     Prior Month Class B-1 Overdue Interest                     0.00

     Class B-1 Interest Due                                21,819.49
     Class B-1 Interest Paid                               21,819.49

     Current Month Class B-1 Overdue Interest                   0.00

CLASS B-1 PRINCIPAL SCHEDULE

     Prior Month Class B-1 Principal Balance            3,431,637.00
     Class B-1 Percentage                                       4.00%
     Base Principal Amount                              2,279,198.01
     Class B-1 Base Principal Distribution Amount               0.00
     Prior Month B-1 Overdue Principal                          0.00
     Total B-1 Note Principal Due                               0.00
                                                        ------------

     Class B-1 Principal Paid                                   0.00


     Class B-1 Overdue Principal                                0.00

     Current Month Class B-1 Principal Balance          3,431,637.00
</TABLE>



                                     Page 2
<PAGE>   3

FIRST SIERRA EQUIPMENT LEASE TRUST 1996-1
- ------------------------------------------------------------------------------
FIRST SIERRA RECEIVABLES INC.
MONTHLY SERVICER CERTIFICATE
FOR THE COLLECTION PERIOD ENDING 3/1/97

<TABLE>
<S>                                                     <C>         
CLASS B-2 INTEREST SCHEDULE
     Prior Month Class B-2 Principal Balance            3,431,637.00
     Class B-2 Certificate Rate                                 8.17%
     One twelfth of Class B-2 Certificate Rate                  0.68%
     Class B-2 Certificate Interest                        23,363.73
     Prior Month Class B-2 Overdue Interest                     0.00

     Class B-2 Interest Due                                23,363.73
     Class B-2 Interest Paid                               23,363.73

     Current Month Class B-2 Overdue Interest                   0.00

CLASS B-2 PRINCIPAL SCHEDULE

     Prior Month Class B-2 Principal Balance            3,431,637.00
     Class B-2 Percentage                                       4.00%
     Base Principal Amount                              2,279,198.01
     Class B-2 Base Principal Distribution Amount               0.00
     Prior Month B-1 Overdue Principal                          0.00
     Total B-1 Note Principal Due                               0.00

     Class B-2 Principal Paid                                   0.00

     Class B-2 Overdue Principal                                0.00

     Current Month Class B-2 Principal Balance          3,431,637.00
</TABLE>



                                     Page 3
<PAGE>   4

FIRST SIERRA EQUIPMENT LEASE TRUST 1996-1
- --------------------------------------------------------------------------------
FIRST SIERRA RECEIVABLES INC.
MONTHLY SERVICER CERTIFICATE
FOR THE COLLECTION PERIOD ENDING 3/1/97

<TABLE>
<S>                                                  <C>    
SERVICING FEE SCHEDULE

     Prior Month ADCPB                               85,794,940
     Servicer Fee Rate                                   0.5000%
     One-twelfth                                         0.0417%
     Servicer Fee                                     35,747.89

     Prior Servicer Fee Arrearage                          0.00
     Servicer Fee Due                                 35,747.89

     Servicer Fee Paid                                35,747.89

     Current Servicing Fee Arrearage                       0.00

BACK-UP SERVICING FEE SCHEDULE

     Prior Month ADCPB                               85,794,940
     Back-Up Servicer Fee Rate                           0.0130%
     One-twelfth                                         0.0011%
     Back-up Servicer Fee                                929.45

     Prior Back-Up Servicer Fee Arrearage                  0.00
     Total Back-Up Servicer Fee Due                      929.45

     Back-Up Servicer Fee Paid                           929.45

     Current Back-Up Servicing Fee Arrearage               0.00


TRUSTEE FEE SCHEDULE

     Trustee Fee                                         291.67
     Trustee Fee Rate                                    0.0100%

     Prior Trustee Fee Arrearage                           0.00
     Total Trustee Fee Due                               291.67

     Trustee Fee Paid                                    291.67

     Current Trustee Fee Arrearage                         0.00


CERTIFICATE PREMIUM SCHEDULE

     Class A Certificate Principal Balance        73,780,187.00
     Monthly Premium Rate                                0.0208%
     Prior Premium Arrearage                               0.00
     Premium Amount Due                               15,371.00

     Premium Amount Paid                              15,371.00

     Current Premium Arrearage                             0.00
</TABLE>



                                     Page 4
<PAGE>   5

FIRST SIERRA EQUIPMENT LEASE TRUST 1996-1
- --------------------------------------------------------------------------------
FIRST SIERRA RECEIVABLES INC.
MONTHLY SERVICER CERTIFICATE
FOR THE COLLECTION PERIOD ENDING 3/1/97

EARLY AMORTIZATION EVENTS

(a)  Default in the payment to the Class A Certificateholders or the Class B
     Certificateholders of any interest or principal due hereunder in accordance
     with the provisions of Section 6.06 when such payment becomes due and
     payable and continuance of such default for a period of five business days;
     or [10.01 (a)]

(b)  Default in the performance, or breach, of the any covenant or agreement of
     the Depositor in this Agreement (other than a covenant or agreement a
     default in whose performance or whose breach is elsewhere in this section
     10.01 specifically dealt with), and continuance of such default or breach
     for a period of 30 days after there has been given, by registered or
     certified mail, to the Depositor by the Service, the Certificate Insurer or
     the Trustee, or to the Depositor, the Certificate Insurer and the Trustee
     by the Certificateholders of at least 50% in aggregate principal amount of
     the outstanding Class A Certificates a written notice specifying such
     default or breach and requiring it to be remedied and stating that such
     notice is a "Notice of default" hereunder, or it, in any such case, the
     Depositor have consented in writing that any such event shall be an Early
     Amortization Event; or [10.01 (b)]

 (c) Any proceeding shall be instituted against the Depositor (or, if the
     Depositor is actively contesting the merits thereof, such proceeding is not
     dismissed within 90 days) seeking to adjudicate it a bankrupt or insolvent,
     or seeking liquidation, winding up, reorganization, arrangement,
     adjustment, protection, relief or composition of it or any of its
     Indebtedness under any law relating to bankruptcy, insolvency or
     reorganization or relief of debtors, or seeking the entry of an order for
     relief or the appointment of a receiver, trustee, custodian or other
     similar official for it or for any substantial part of its property, or any
     of the actions sought in such proceeding (including, without limitation,
     the entry of an order for relief against, or the appointment of a receiver,
     trustee, custodian or other similar official for, it or for any substantial
     part of its property) shall occur; or [10.01 (c)]

(d)  The commencement by the Depositor of a voluntary case or proceeding under
     any applicable Federal or state bankruptcy, insolvency, reorganization or
     other similar law or of any other case or proceeding to be adjudicated a
     bankrupt or insolvent, or the consent by it to the entry of a decree or
     order for relief in respect of the Depositor in an involuntary case or
     proceeding under any applicable Federal or state bankruptcy, insolvency,
     reorganization or other similar law or to the commencement of any
     bankruptcy or insolvency case or proceeding against it, or the filing by it
     of a petition or answer or consent seeking reorganization or relief under
     any applicable Federal or State law, or to the consent by it to the filing
     of such petition or to the appointment or taking possession by a custodian,
     receiver, liquidator, assignee, trustee, sequestrator or similar official
     of the Depositor or of any substantial part of its property, or the making
     by it of an assignment for the benefit of creditors, or the making by it of
     an admission by it in writing of its inability to pay its Debts generally
     as they become due, or the taking of corporate action by the Depositor in
     furtherance of any such action; or [10.01 (d)]

(e)  Judgments or orders in respect of money (other than such judgments or
     orders in respect of which adequate insurance is maintained for the payment
     thereof) against the Depositor shall remain unpaid, unstayed on appeal,
     undischarged, unbonded or undismissed for a period of 30 days or more; or
     [10.01 (e)]

(f)  There is a material breach of any of the representations and warranties of
     the Depositor set forth in Section 3.01 (a) and continuance of such default
     or breach for a period of 30 days after there has been given, by registered
     or certified mail, to the Depositor by the Servicer, the Certificate
     Insurer or the Trustee, or to the Depositor, the Certificate Insurer and
     the Trustee by the Certificateholders of at least 50% in aggregate
     principal amount of the outstanding Class A Certificates a written notice
     specifying such default or breach and requiring it to be remedied and
     stating that such notice is a "Notice of Default" hereunder, our if, in any
     such case, the Depositor have consented in writing that any such event
     shall be an Early Amortization Event; or [10.01 (f)]

(g)  The Trust Certificate Percentage Interest is less than the Subordinated
     Amount; or [10,01 (g)]

(h)  A Gross Charge-Off Event has occurred and is continuing; or [10.01 (h)]

(i)  A Delinquency Trigger Event has occurred and is continuing; or

(j)  An Event of Servicing Termination has been declared; or [10.01 (j)]

(k)  The Certificate Insurer has made an insured Payment under the policy.
     [10.01 (k)]



                                     Page 5

<PAGE>   6
FIRST SIERRA EQUIPMENT LEASE TRUST 1996-1
- --------------------------------------------------------------------------------
FIRST SIERRA RECEIVABLES INC.
MONTHLY SERVICER CERTIFICATE
FOR THE COLLECTION PERIOD ENDING 3/1/97

RESTRICTING EVENT CALCULATIONS

        (a)  Event of Servicer Termination (Yes/No)               No
                                                              ----------

        (b)  Certificate Insurer makes an Insured Payment         No
                                                              ----------

        (a)  Gross Charge-Off Event (Yes/No)                      No
                                                              ----------

        (b)  Delinquency Trigger Event                            No
                                                              ----------

Events of Servicer Termination

(i)     Any failure by the Servicer to make any payment, deposit, transfer or
        delivery required to be made hereunder (other than with respect to the
        Monthly Servicer Report, As to which the remedy is set forth in section
        11.01 (a) (ii) hereof) on the date of such payment, deposit, transfer or
        delivery is required to be made; [11.01 (a)(i)]

(ii)    Any failure by the Servicer to submit a Monthly Statement pursuant to
        Section 6.07 hereof that continues unremedied for a period of three
        business days after the earlier of the date upon which (A) the
        Certificate Insurer or a Certificateholder provides written notification
        to the Servicer of such failure or (B) the Depositor becomes aware that
        the Certificate Insurer and the Certificateholders have not received a
        copy of the Monthly Report in accordance with the provisions hereof
        (provided that the Servicer shall be granted a two business day grace
        period on not more than one occasion during each Collection Period);
        [11.01 (a)(ii)]

(iii)   Any failure on the part of the Servicer duly to observe or perform in
        any material respect any other covenants or agreements of the Servicer
        set forth in the Certificates or in this agreement, as in the case may
        be, or any breach of representation or warranty of the Servicer set
        forth in Section 3.02 of this Agreement, which failure or breach (A)
        materially and adversely affects the rights of the Trustee,
        Certificateholder, the Certificate Insurer or the Depositor and (B)
        continues unremedied for a period of 30 days after the earlier
        Activities related to Collection Period Ended 1/1/97 remedied, shall
        have been given to a Servicing Officer of the Servicer or a Responsible
        Officer of the Trustee by the Depositor or any Holder of Certificates or
        (y) the date on which any Servicing Officer or Responsible Officer of
        the Trustee first knows, or reasonably should have known, of such
        failure or breach; [11.01 (a)(iii)]

(iv)    The Servicer shall consent to the appointment on a custodian, receiver,
        trustee or liquidator (or other similar official) of itself, or of a
        substantial part of its property, or shall admit in writing its
        inability to pay its debts generally as they come due, a court of
        competent jurisdiction shall determine that the Servicer is generally
        not paying its debts as they come due or the Servicer shall make a
        general assignment for the benefit of creditors; [11.01 (a)(iv)]

(v)     The Servicer shall file a voluntary petition in bankruptcy or a
        voluntary petition or an answer seeking reorganization in a proceeding
        under any bankruptcy laws (as now defined hereafter in effect) or an
        answer admitting the material allegation of a petition filed against the
        Servicer shall, by voluntary petition, answer or consent, seek relief
        under the bankruptcy or other similar law providing for the
        reorganization or winding up of debtors, or providing for an agreement,
        composition, extension or adjustment with its creditors; [11.01 (a)(v)]

(vi)    An order, judgment or decree in excess of [$500,000] shall be entered in
        any proceeding by any court of competent jurisdiction appointing,
        without the consent (express or legally implied) of the Servicer, a
        custodian, receiver, trustee or liquidator (or other similar official)
        of the Servicer, or any substantial part of its property, or
        sequestering any substantial part of its property, and any such order,
        judgment or decree or appointment or sequestration shall remain in
        force undismissed, unstayed or unvacated for a period of [90] days after
        the date of entry thereof; [11.01 (a)(vi)]

(vii)   A petition against he Servicer in a proceeding under applicable
        bankruptcy laws or their insolvency laws, as now or hereafter in effect,
        shall be filed and shall not be stayed, withdrawn or dismissed within 60
        days thereafter, or if, under the provisions of any of any law providing
        for reorganization or winding up of debtors which may apply to the
        Servicer, or any substantial part of its property, and such
        jurisdiction, custody or control shall remain in force unrelinquished,
        unstayed or unterminated for a period of 60 days; [11.01(a)(vii)]

(viii)  Any assignment by the Servicer to a delegate of its duties or rights
        hereunder, except as specifically permitted hereunder, or any attempt to
        make such an assignment; or [11.01 (a)(viii)]

(ix)    for so long as the Servicer is First Sierra, its Total Capital is less
        than $9 million. [11.01 (a)(ix)]



                                     Page 1
<PAGE>   7
FIRST SIERRA EQUIPMENT LEASE TRUST 1996-1
- --------------------------------------------------------------------------------
FIRST SIERRA RECEIVABLES INC.
MONTHLY SERVICER CERTIFICATE
FOR THE COLLECTION PERIOD ENDING 3/1/97
ISSUER RESTRICTING EVENT CALCULATIONS

      (a)  Gross Defaults (>=180)                            No
                                                          --------

      (b)  Issuer Delinquency Trigger Ratio                  No
                                                          --------

<TABLE>
<CAPTION>
GROSS DEFAULTS (>=180)
- ----------------------
                                                                MONTHLY
                           GROSS DEFAULTS       ADCPB         CHARGE-OFFS
                           --------------     ----------      ------------
<S>                        <C>                <C>             <C>
           Current                  0         82,811,619          0.00%


                 i A       Subordinated Percentage               10.00%
                   B       WAL of Remaining Leases                2.10
                ii         Two
                           Ratio (i/ii)                           2.38%
</TABLE>

<TABLE>
<CAPTION>
ISSUER DELINQUENCY TRIGGER RATIO (90+ DAYS)
- -------------------------------------------

                                                                 MONTHLY
                           DELINQUENCIES         ADCPB        DELINQUENCIES
                           -------------      ----------      -------------
<S>                        <C>                <C>             <C>
           2 months prior     303,510         83,526,023          0.36%
           1 month prior      517,583         82,748,627          0.63%
           Current month      413,631         82,811,619          0.50%


                           Issuer Delinquency Trigger Ratio:      0.50%
                           Maximum Ratio Allowed:                 2.50%
</TABLE>

EARLY AMORTIZATION EVENT
- ------------------------

      (1)  Is Subordinate Interest less than 8.86% of ADCPB?      No
                                                               --------

      (2)  Has a Gross Charge-Off Event Occurred?                 No
                                                               --------

      (3)  Has a Delinquency Event Occurred?                      No
                                                               --------



                                     Page 2
<PAGE>   8
FIRST SIERRA EQUIPMENT LEASE TRUST 1996-1
- -------------------------------------------------------------------------------
FIRST SIERRA RECEIVABLES INC.
MONTHLY SERVICER CERTIFICATE
FOR THE COLLECTION PERIOD ENDING 3/1/97

<TABLE>
<CAPTION>
GROSS CHARGE-OFFS (>=160 AND ACCOUNTS BOUGHT BACK BY SOURCE)
- ------------------------------------------------------------
                               GROSS                            GROSS                         MONTHLY
                              DEFAULTS      RECOVERIES       CHARGE-OFFS      ADCPB         CHARGE-OFFS
                              --------      ----------       -----------    ----------      -----------
<S>                           <C>             <C>            <C>            <C>             <C>  
           2 months prior     336,294         336,294             0         83,526,023        0.00%
           1 month prior      370,630         370,630             0         82,748,627        0.00%
           Current            403,705         403,705             0         82,811,619        0.00%


                           Gross Charge-Off Ratio:                                            0.00%
                           Maximum Charge-Off Ratio:                                          2.50%
</TABLE>

<TABLE>
<CAPTION>
30+ DELINQUENCIES
- -----------------
                                                                  MONTHLY
                           DELINQUENCIES       ADCPB           DELINQUENCIES
                           -------------     ----------        -------------
<S>                        <C>               <C>               <C>
           2 months prior   4,325,063        83,526,023           5.18%
           1 month prior    4,053,347        82,748,627           4.90%
           Current month    4,440,784        82,811,619           5.36%

                           Delinquency Ratio:                     5.15%
                           Maximum Delinquency Ratio:             6.00%
</TABLE>




                                     Page 3
<PAGE>   9
FIRST SIERRA EQUIPMENT LEASE TRUST 1996-1
- --------------------------------------------------------------------------------
FIRST SIERRA RECEIVABLES INC.
MONTHLY SERVICER CERTIFICATE
FOR THE COLLECTION PERIOD ENDING 3/1/97

<TABLE>
<CAPTION>
AGING/DELINQUENCY STATISTICS
- -----------------------------
                                                                            ADCPB          TOTAL
                                                                        -------------     -------
<S>                                                                     <C>               <C>   
Current                                                                    78,370,835      94.64%
31-60 Days Past Due                                                         3,148,755       3.80%
61-90 Days Past Due                                                           878,398       1.06%
91+ Days Past Due                                                             413,631       0.50%
                                                                        -------------     ------

Total                                                                      82,811,619     100.00%


CERTIFICATE FACTORS
- -------------------

Class A Notes                                                               1.0000000
Class B-1 Notes                                                             1.0000000
Class B-2 Notes                                                             1.0000000


SUBSTITUTION LIMITS [SECTION 7]
- -------------------------------

ADCPB as of Cut-Off Date                                                85,790,915.00
Maximum Substitution (10% of Initial)                                    8,579,091.50
Maximum Substitution for Defaulted Contracts (5% of Initial)             4,289,545.75

Prior month Cumulative ADCPB Substituted                                 2,928,563.17
Current month ADCPB Substituted                                            403,705.41
Cumulative ADCPB Substituted                                             3,332,268.58

Prior month Cumulative ADCPB Substituted for Defaulted Contracts         1,577,157.65
Current month ADCPB Substituted Defaulted Contracts                        403,705.41
Cumulative ADCPB Substituted for Defaulted Contracts                     1,980,863.06


PORTFOLIO PREPAYMENT STATISTICS
- -------------------------------

Prior month Cumulative ADCPB prepaid                                     2,928,563.17
Current month ADCPB prepaid                                                403,705.41
Cumulative ADCPB prepaid                                                 3,332,268.58

Prior month Cumulative ADCPB Defaulted                                   1,577,157.65
Current month ADCPB Defaulted                                              403,705.41
Cumulative ADCPB Defaulted                                               1,980,863.06
</TABLE>



                                     Page 1
<PAGE>   10
FIRST SIERRA EQUIPMENT LEASE TRUST 1996-1
- --------------------------------------------------------------------------------
FIRST SIERRA RECEIVABLES INC.
MONTHLY SERVICER CERTIFICATE
FOR THE COLLECTION PERIOD ENDING 3/1/97
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                               <C>                 <C>
BEGINNING ACCOUNT BALANCES                                                           254,359.37

LOCKBOX ACCOUNT
    Transfer of prior period Payments not yet transferred to Collection Account     (118,397.14)
    Transfer of prior period Excluded Amounts not yet transferred                    (48,214.87)
    Collections Received [5.02 (b)(d)]                                             2,786,910.48
    Excluded Amounts [5.02 (d)][Definition]                                       (1,019,401.35)
    Collections on Deposit due Collection Account [5.02 (d)]                      (1,530,497.69)

    Ending Balance                                                                   324,758.80


COLLECTION ACCOUNT
    BEGINNING BALANCE @ 2/1/97                                                                         1,750,881.03

    ACTIVITIES RELATED TO COLLECTION PERIOD ENDED 2/1/97
    Add:  Servicer Advance                                                                             1,191,744.57
    Add:  Payments due Collection Account from last 2 business days prior period                         118,397.14
    Add:  Add'l transfers                                                                                      0.00
    Add: Amounts to Collection Acct from Security deposit account                                              0.00
    Less: Total distributions on 2/10/97                                                              (3,061,022.74)
    ACTIVITIES RELATED TO COLLECTION PERIOD ENDED 3/1/97
    Aggregate Amount of Actual Payments [6.01 b (i)]                                                   1,530,497.69
    Add: Servicer Advances [5.03][6.01 b (ii)]                                                                 0.00
    Add: Sch. Payments, Final Payments or Purchase Option from Sec. Deposit Account [6.01 b (iii)]             0.00
    Add: Reconveyance Amounts by Servicer [6.01 b (iv)]                                                        0.00
    Add: Any Investment Earnings [6.01 b (v)]                                                              4,077.02
    Add: Deposits from New Transferred Property Funding Account [6.01 b (vi)]                                  0.00
    Add: Amount Payable to Class A Certificateholders under 6.04 d [6.01 b(vii)]                               0.00
    Add: Advance Payments Due and Owing for Collection Period [6.01 c]                                         0.00
    Add: Security Deposits Related to Prepayment                                                               0.00
    Add: Offset Amount as Provided by 5.12 [6.01 c]                                                            0.00
    Less: Amounts transferred to the New Transferred Property Funding Account [6.01 d]                         0.00
    Less: Amounts Servicer Advanced but deems uncollectible [6.01 d]                                            0.00
    Less: Payments due Collection Acct. from last 2 business days in calendar mo.                              0.00

    Ending Balance @ 2/28/97 and 3/1/97                                                                1,534,574.71

    Add: Servicer Advances to be deposited on Determination Date                                       1,118,080.28
    Add: Payments due Collection Acct from last 2 business days                                          145,228.15
    Add: Payments not yet transferred to the Collection Account                                                0.00
    Add: Amounts to Collection Account from Security Deposit Account [6.02 c]                                  0.00

    Adjusted Collection Account Balance                                                                2,797,883.14
</TABLE>



                                    Page 1
<PAGE>   11
FIRST SIERRA EQUIPMENT LEASE TRUST 1996-1
- --------------------------------------------------------------------------------
FIRST SIERRA RECEIVABLES INC.
MONTHLY SERVICER CERTIFICATE
FOR THE COLLECTION PERIOD ENDING 3/1/97

<TABLE>
<CAPTION>
SECURITY DEPOSIT ACCOUNT
<S>                                                                                                      <C>
    Beginning  Balance                                                                           131,244.11
    Add: Balance deposited on closing date                                                             0.00
    Add: Security Deposits [6.02 b]                                                                    0.00
    Less: Amounts to Collection Account [6.02 c]                                                       0.00
    Add:  Investment Earnings                                                                        524.47
                                                                                                 ----------

    Ending Balance @ 2/28/97                                                                     131,768.58

    Less: Amounts to Collection Account [6.02 c]                                                       0.00

    Adjusted Security Deposit  Account Balance                                                   131,768.58

NEW TRANSFERRED PROPERTY FUNDING ACCOUNT

    Beginning Balance                                                                                             0.00
    Add: Amount Transferred from Collection Account in consid. of New Trans. Property [6.05 i 1]                  0.00
    Add: Amount Transferred to New Transferred Property Funding Account [6.05 ii]                                 0.00
    Less: Amount Transferred from Collection Account in consid. of New Trans. Property [6.05 iii]                 0.00
                                                                                                          ------------

    Ending Balance @ 2/28/97                                                                                      0.00

    Add: Amount Transferred from Collection Account in consid. of New Trans. Property [6.05 i 1]          2,279,234.63

    Less: Amount Transferred from Collection Account in consid. of New Trans. Property [6.05 iii]        (2,279,234.63)
                                                                                                          ------------

    Adjusted New Transferred Property Funding Account Balance                                                     0.00
</TABLE>



                                    Page 2
<PAGE>   12
FIRST SIERRA EQUIPMENT LEASE TRUST 1996-1
- --------------------------------------------------------------------------------
FIRST SIERRA RECEIVABLES INC.
MONTHLY SERVICER CERTIFICATE
FOR THE COLLECTION PERIOD ENDING 3/1/97

<TABLE>
<S>                                                                                           <C>         
AVAILABLE AMOUNT TO CERTIFICATE HOLDERS                                                       2,797,883.14

DISBURSEMENTS FROM COLLECTION ACCOUNT (PRIOR TO INITIAL AMORTIZATION DATE]

    (i)      Initial Unpaid Amts inadvertently dep. in Collection Account [6.06 b (i)]                0.00

    (ii)     Indemnity payments paid inadvertently dep in Collection Account [6.06 b (ii)]            0.00

    (iii)    Aggregate of: [6.06 b (iii)]
             (A)   Unreimbursed Servicer Advances from current collection period                      0.00
             (B)   Unreimbursed Servicer Advances from prior collection period                        0.00
             (C)   Servicing Charges inadvertently deposited in Collection Account                    0.00

    (iv)     Current and unpaid Servicing Fees                                                   35,747.89

    (v)      Current and unpaid Back-up Servicing Fees [6.06 b (iv)]                                929.45

    (vi)     Premium Amount due on Payment Date and unpaid Premiums [6.06 b (v)]                 15,371.00

    (vii)    Trustee Fee due on Payment Date and unpaid Trustee Fees [6.06 b (vi)]                  291.67

    (viii)   Class A Certificate Interest and Overdue Class A Interest [6.06 b (vii)]           421,161.90

    (ix)     Class B-1 Certificate Interest and Overdue Class B-1 Interest [6.06 b (viii)]       21,819.49

    (x)      Class B-2 Certificate Interest and Overdue Class B-2 Interest [6.06 b (ix)]         23,363.73

    (xi)     Certificate Insurer Reimbursement Amount, if any, due on Payment Date [6.06 b (x)]       0.00

    (xii)    Any amounts due Servicer under 9.03 [6.06 b (xi)]                                        0.00

    (xiii)   To the Servicer Security Deposit Refund under 6.02C                                      0.00

    (ix)     To the depositor the lesser of Base Principal Amount or ADCPB new Contracts      2,279,198.01
             transferred to the Trust, [6.06 b (xii)]

             If less than the Base Principal Amount, the
             remainder to the New Transferred Property                                                0.00
             Funding Account [6.06 b (xii)]

    (x)      To the Holder of the Trust Certificate any remaining amounts [6.06 b (xiii)]             0.00
</TABLE>



                                    Page 1
<PAGE>   13
FIRST SIERRA EQUIPMENT LEASE TRUST 1996-1
- --------------------------------------------------------------------------------
FIRST SIERRA RECEIVABLES INC.
MONTHLY SERVICER CERTIFICATE
FOR THE COLLECTION PERIOD ENDING 3/1/97

<TABLE>
<CAPTION>
DISBURSEMENTS FROM COLLECTION ACCOUNT (ON AND AFTER INITIAL AMORTIZATION DATE)
<S>                                                                                                           <C>
    (i)      Initial Unpaid Amts inadvertently dep. in Collection Account [6.06 c (i)]                        0.00

    (ii)     Indemnity payments paid inadvertently dep in Collection Account [6.06 c (ii)]                    0.00

    (iii)    Aggregate of: [6.06 c (iii)]
             (A)   Unreimbursed Servicer Advances from prior periods                                          0.00
             (B)   Servicer Fee and unpaid Servicer Fee                                                       0.00
             (C)   Servicing Charges inadvertently deposited in Collection Account                            0.00

    (iv)     Current and unpaid Back-up Servicing Fees [6.06 c (iv)]                                          0.00

    (v)      Premium Amount due on Payment Date and unpaid Premiums [6.06 c (v)]                              0.00

    (vi)     Trustee Fee due on Payment Date and unpaid Trustee Fees [6.06 c (vi)]                            0.00

    (vii)    Class A Certificate Interest and Overdue Class A Interest [6.06 c (vii)]                         0.00

    (viii)   Class B-1 Certificate Interest and Overdue Class B-1 Interest [6.06 c (viii)]                    0.00

    (ix)     Class B-2 Certificate Interest and Overdue Class B-2 Interest [6.06 c (ix)]                      0.00

    (x)      Class A Base Principal Distribution Amount and Overdue Class A Principal [6.06 c (x)]            0.00

    (xi)     Certificate Insurer Reimbursement Amount, if any, due on Payment Date [6.06 b (xi)]              0.00

    (xii)    Class B-1 Base Principal Distribution Amount and Overdue Class B-1 Principal [6.06 c (xii)]      0.00
             provided no restricting event exists

    (xiii)   Class B-2 Base Principal Distribution Amount and Overdue Class B-2 Principal [6.06 c (xiii)]     0.00
             provided no restricting event or issuer restricting event exists

    (xiv)    Any amounts due Servicer under 9.03 [6.06 b (xiv)]                                               0.00

    (xv)     Prepayments optionally transferred to collection account and disbursed in                        0.00
             consideration of the transfer of New Transferred Property not in excess of
             $5,000,000 [6.06 c (xv)]

    (xvi)    To the Holder of the Trust Certificate any remaining amounts [6.06 b (xiii)]                     0.00
</TABLE>

Reviewed By:



- ------------------------
Craig M. Spencer
Chief Accounting Officer



                                     Page 4
<PAGE>   14

FIRST SIERRA EQUIPMENT LEASE TRUST 1996-2
- --------------------------------------------------------------------------------
FIRST SIERRA RECEIVABLES INC.
MONTHLY SERVICER CERTIFICATE
FOR THE COLLECTION PERIOD ENDING 3/1/97

<TABLE>
<S>                                                       <C>
ADCPB BALANCE
Prior Month ADCPB                                         72,024,600.81
Initial ADCPB                                             72,024,443.60
Current Month ADCPB (Before addition of New Property)     70,300,291.50
Base Principal Amount (Prior - Current)                    1,724,309.30
Add:  ADCPB of New Transferred Property                    1,724,331.60
Ending ADCPB (Current + ADCPB of New Property)            72,024,623.10

CLASS A INTEREST SCHEDULE

     Prior Month Class A Principal Balance                63,381,510.00
     Class A Certificate Rate                                      6.29%
     One twelfth of Class A Certificate Rate                       0.52%
     Class A Certificate Interest                            332,224.75
     Prior Month Class A Overdue Interest                          0.00

     Class A Interest Due                                    332,224.75
     Class A Interest Paid                                   332,224.75

     Current Month Class A Overdue Interest                        0.00

CLASS A PRINCIPAL SCHEDULE

     Prior Month Class A Principal Balance                63,381,510.00
     Class A Percentage                                           88.00%
     Base Principal Amount                                 1,724,309.30
     Class A Base Principal Distribution Amount                    0.00
     Prior Month Class A Overdue Principal                         0.00
     Total A Note Principal Due                                    0.00

     Class A Principal Paid                                        0.00

     Class A Overdue Principal                                     0.00

     Current Month Class A Principal Balance              63,381,510.00
</TABLE>



                                     Page 1
<PAGE>   15

FIRST SIERRA EQUIPMENT LEASE TRUST 1996-2
- --------------------------------------------------------------------------------
FIRST SIERRA RECEIVABLES INC.
MONTHLY SERVICER CERTIFICATE
FOR THE COLLECTION PERIOD ENDING 3/1/97

<TABLE>
<S>                                                       <C>                
CLASS B-1 INTEREST SCHEDULE

     Prior Month Class B-1 Principal Balance              2,160,733.00
     Class B-1 Certificate Rate                                   7.01%
     One twelfth of Class B-1 Certificate Rate                    0.58%
     Class B-1 Certificate Interest                          12,622.28
     Prior Month Class B-1 Overdue Interest                       0.00

     Class B-1 Interest Due                                  12,622.28
     Class B-1 Interest Paid                                 12,622.28

     Current Month Class B-1 Overdue Interest                     0.00

CLASS B-1 PRINCIPAL SCHEDULE

     Prior Month Class B-1 Principal Balance              2,160,733.00
     Class B-1 Percentage                                         3.00%
     Base Principal Amount                                1,724,309.30
     Class B-1 Base Principal Distribution Amount                 0.00
     Prior Month B-1 Overdue Principal                            0.00
     Total B-1 Note Principal Due                                 0.00
                                                          ------------

     Class B-1 Principal Paid                                     0.00


     Class B-1 Overdue Principal                                  0.00

     Current Month Class B-1 Principal Balance            2,160,733.00
</TABLE>



                                     Page 2
<PAGE>   16

FIRST SIERRA EQUIPMENT LEASE TRUST 1996-2
- --------------------------------------------------------------------------------
FIRST SIERRA RECEIVABLES INC.
MONTHLY SERVICER CERTIFICATE
FOR THE COLLECTION PERIOD ENDING 3/1/97


<TABLE>
<S>                                                       <C>                
CLASS B-2 INTEREST SCHEDULE

     Prior Month Class B-2 Principal Balance              1,800,611.00
     Class B-2 Certificate Rate                                   8.22%
     One twelfth of Class B-2 Certificate Rate                    0.69%
     Class B-2 Certificate Interest                          12,334.19
     Prior Month Class B-2 Overdue Interest                       0.00

     Class B-2 Interest Due                                  12,334.19
     Class B-2 Interest Paid                                 12,334.19

     Current Month Class B-2 Overdue Interest                     0.00

CLASS B-2 PRINCIPAL SCHEDULE

     Prior Month Class B-2 Principal Balance              1,800,611.00
     Class B-2 Percentage                                         2.50%
     Base Principal Amount                                1,724,309.30
     Class B-2 Base Principal Distribution Amount                 0.00
     Prior Month B-1 Overdue Principal                            0.00
     Total B-1 Note Principal Due                                 0.00

     Class B-2 Principal Paid                                     0.00

     Class B-2 Overdue Principal                                  0.00

     Current Month Class B-2 Principal Balance            1,800,611.00
</TABLE>



                                     Page 3
<PAGE>   17

FIRST SIERRA EQUIPMENT LEASE TRUST 1996-2
- -------------------------------------------------------------------------------
FIRST SIERRA RECEIVABLES INC.
MONTHLY SERVICER CERTIFICATE
FOR THE COLLECTION PERIOD ENDING 3/1/97

<TABLE>
<S>                                                 <C> 
SERVICING FEE SCHEDULE

     Prior Month ADCPB                              72,024,601
     Servicer Fee Rate                                  0.5000%
     One-twelfth                                        0.0417%
     Servicer Fee                                    30,010.25

     Prior Servicer Fee Arrearage                         0.00
     Servicer Fee Due                                30,010.25

     Servicer Fee Paid                               30,010.25

     Current Servicing Fee Arrearage                      0.00

BACK-UP SERVICING FEE SCHEDULE

     Prior Month ADCPB                              72,024,601
     Back-Up Servicer Fee Rate                          0.0200%
     One-twelfth                                        0.0017%
     Back-up Servicer Fee                             1,200.41

     Prior Back-Up Servicer Fee Arrearage                 0.00
     Total Back-Up Servicer Fee Due                   1,200.41

     Back-Up Servicer Fee Paid                        1,200.41

     Current Back-Up Servicing Fee Arrearage              0.00


TRUSTEE FEE SCHEDULE

     Trustee Fee                                        291.67

     Prior Trustee Fee Arrearage                          0.00
     Total Trustee Fee Due                              291.67

     Trustee Fee Paid                                   291.67

     Current Trustee Fee Arrearage                        0.00


CERTIFICATE PREMIUM SCHEDULE

     Initial Class A Balance                     63,381,510.00
     Premium Rate                                       0.0200%
     Prior Premium Arrearage                              0.00
     Premium Amount Due                              12,676.00

     Premium Amount Paid                             12,676.00

     Current Premium Arrearage                            0.00
</TABLE>



                                     Page 4
<PAGE>   18
FIRST SIERRA EQUIPMENT LEASE TRUST 1996-2
- --------------------------------------------------------------------------------
FIRST SIERRA RECEIVABLES INC.
MONTHLY SERVICER CERTIFICATE
FOR THE COLLECTION PERIOD ENDING 3/1/97

Early Amortization Events

(a)  Default in the payment to the Class A Certificateholders or the Class B
     Certificateholders of any interest or principal due hereunder in accordance
     with the provisions of Section 6.06 when such payment becomes due and
     payable and continuance of such default for a period of five business days;
     or [10.01 (a)]

(b)  Default in the performance, or breach, of the any covenant or agreement of
     the Depositor in this Agreement (other than a covenant or agreement a
     default in whose performance or whose breach is elsewhere in this section
     10.01 specifically dealt with), and continuance of such default or breach
     for a period of 30 days after there has been given, by registered or
     certified mail, to the Depositor by the Service, the Certificate Insurer or
     the Trustee, or to the Depositor, the Certificate Insurer and the Trustee
     by the Certificateholders of at least 50% in aggregate principal amount of
     the outstanding Class A Certificates a written notice specifying such
     default or breach and requiring it to be remedied and stating that such
     notice is a "Notice of default" hereunder, or it, in any such case, the
     Depositor have consented in writing that any such event shall be an Early
     Amortization Event; or [10.01 (b)]

(c)  Any proceeding shall be instituted against the Depositor (or, if the
     Depositor is actively contesting the merits thereof, such proceeding is not
     dismissed within 90 days) seeking to adjudicate it a bankrupt or insolvent,
     or seeking liquidation, winding up, reorganization, arrangement,
     adjustment, protection, relief or composition of it or any of its
     Indebtedness under any law relating to bankruptcy, insolvency or
     reorganization or relief of debtors, or seeking the entry of an order for
     relief or the appointment of a receiver, trustee, custodian or other
     similar official for it or for any substantial part of its property, or any
     of the actions sought in such proceeding (including, without limitation,
     the entry of an order for relief against, or the appointment of a receiver,
     trustee, custodian or other similar official for, it or for any substantial
     part of its property) shall occur; or [10.01 (c)]

(d)  The commencement by the Depositor of a voluntary case or proceeding under
     any applicable Federal or state bankruptcy, insolvency, reorganization or
     other similar law or of any other case or proceeding to be adjudicated a
     bankrupt or insolvent, or the consent by it to the entry of a decree or
     order for relief in respect of the Depositor in an involuntary case or
     proceeding under any applicable Federal or state bankruptcy, insolvency,
     reorganization or other similar law or to the commencement of any
     bankruptcy or insolvency case or proceeding against it, or the filing by it
     of a petition or answer or consent seeking reorganization or relief under
     any applicable Federal or State law, or to the consent by it to the filing
     of such petition or to the appointment or taking possession by a custodian,
     receiver, liquidator, assignee, trustee, sequestrator or similar official
     of the Depositor or of any substantial part of its property, or the making
     by it of an assignment for the benefit of creditors, or the making by it of
     an admission by it in writing of its inability to pay its Debts generally
     as they become due, or the taking of corporate action by the Depositor in
     furtherance of any such action; or [10.01 (d)]

(e)  Judgments or orders in respect of money ( other than such judgments or
     orders in respect of which adequate insurance is maintained for the payment
     thereof) against the Depositor shall remain unpaid, unstayed on appeal,
     undischarged, unbonded or undismissed for a period of 30 days or more; or
     [10.01 (e)]

(f)  There is a material breach of any of the representations and warranties of
     the Depositor set forth in Section 3.01 (a) and continuance of such default
     or breach for a period of 30 days after there has been given, by registered
     or certified mail, to the Depositor by the Servicer, the Certificate
     Insurer or the Trustee, or to the Depositor, the Certificate Insurer and
     the Trustee by the Certificateholders of at least 50% in aggregate
     principal amount of the outstanding Class A Certificates a written notice
     specifying such default or breach and requiring it to be remedied and
     stating that such notice is a "Notice of Default" hereunder, our if, in any
     such case, the Depositor have consented in writing that any such event
     shall be an Early Amortization Event; or [10.01 (f)]

(g)  The Trust Certificate Percentage Interest is less than the Subordinated
     Amount; or [10,01 (g)]

(h)  A Gross Charge-Off Event has occurred and is continuing; or [10.01 (h)]

(i)  A Delinquency Trigger Event has occurred and is continuing; or

(j)  An Event of Servicing Termination has been declared; or [10.01 (j)]

(k)  The Certificate Insurer has made an insured Payment under the policy.
     [10.01 (k)]



                                     Page 5
<PAGE>   19
FIRST SIERRA EQUIPMENT LEASE TRUST 1996-2
- --------------------------------------------------------------------------------
FIRST SIERRA RECEIVABLES INC.
MONTHLY SERVICER CERTIFICATE
FOR THE COLLECTION PERIOD ENDING 3/1/97

RESTRICTING EVENT CALCULATIONS

      (a)  Event of Servicer Termination (Yes/No)            No
                                                          --------

      (b)  Certificate Insurer makes an Insured Payment      No
                                                          --------

      (a)  Gross Charge-Off Event (Yes/No)                   No
                                                          --------

      (b)  Delinquency Trigger Event                         No
                                                          --------

EVENTS OF SERVICER TERMINATION

(i)     Any failure by the Servicer to make any payment, deposit, transfer or
        delivery required to be made hereunder (other than with respect to the
        Monthly Servicer Report, As to which the remedy is set forth in section
        11.01 (a) (ii) hereof) on the date of such payment, deposit, transfer or
        delivery is required to be made; [11.01 (a)(i)]

(ii)    Any failure by the Servicer to submit a Monthly Statement pursuant to
        Section 6.07 hereof that continues unremedied for a period of three
        business days after the earlier of the date upon which (A) the
        Certificate Insurer or a Certificateholder provides written notification
        to the Servicer of such failure or (B) the Depositor becomes aware that
        the Certificate Insurer and the Certificateholders have not received a
        copy of the Monthly Report in accordance with the provisions hereof
        (provided that the Servicer shall be granted a two business day grace
        period on not more than one occasion during each Collection Period);
        [11.01 (a)(ii)]

(iii)   Any failure on the part of the Servicer duly to observe or perform in
        any material respect any other covenants or agreements of the Servicer
        set forth in the Certificates or in this agreement, as in the case may
        be, or any breach of representation or warranty of the Servicer set
        forth in Section 3.02 of this Agreement, which failure or breach (A)
        materially and adversely affects the rights of the Trustee,
        Certificateholders, the Certificate Insurer or the Depositor and (B)
        continues unremedied for a period of 30 days after the earlier to occur
        of (x) the date on which written notice of such failure or breach,
        requiring the situation giving rise to such failure or breach to be
        remedied, shall have been given to a Servicing Officer of the Servicer
        or a Responsible Officer of the Trustee by the Depositor or any Holder
        of Certificates or (y) the date on which any Servicing Officer or
        Responsible Officer of the Trustee first knows, or reasonably should
        have known, of such failure or breach; [11.01 (a)(iii)]

(iv)    The Servicer shall consent to the appointment on a custodian, receiver,
        trustee or liquidator (or other similar official) of itself, or of a
        substantial part of its property, or shall admit in writing its
        inability to pay its debts generally as they come due, a court of
        competent jurisdiction shall determine that the Servicer is generally
        not paying its debts as they come due or the Servicer shall make a
        general assignment for the benefit of creditors; [11.01 (a)(iv)]

(v)     The Servicer shall file a voluntary petition in bankruptcy or a
        voluntary petition or an answer seeking reorganization in a proceeding
        under any bankruptcy laws (as now defined hereafter in effect) or an
        answer admitting the material allegation of a petition filed against the
        Servicer shall, by voluntary petition, answer or consent, seek relief
        under the bankruptcy or other similar law providing for the
        reorganization or winding up of debtors, or providing for an agreement,
        composition, extension or adjustment with its creditors; [11.01 (a)(v)]

(vi)    An order, judgment or decree in excess of [$500,000] shall be entered in
        any proceeding by any court of competent jurisdiction appointing,
        without the consent (express or legally implied) of the Servicer, a
        custodian, receiver, trustee or liquidator (or other similar official)
        of the Servicer, or any substantial part of its property, or
        sequestering any substantial part of its property, and any such order,
        judgment or decree or appointment or sequestration shall remain in
        force undismissed, unstayed or unvacated for a period of [90] days after
        the date of entry thereof; [11.01 (a)(vi)]

(vii)   A petition against the Servicer in a proceeding under applicable
        bankruptcy laws or their insolvency laws, as now or hereafter in effect,
        shall be filed and shall not be stayed, withdrawn or dismissed within 60
        days thereafter, or if, under the provisions of any of any law providing
        for reorganization or winding up of debtors which may apply to the
        Servicer, or any substantial part of its property, and such
        jurisdiction, custody or control shall remain in force unrelinquished,
        unstayed or unterminated for a period of 60 days; [11.01(a)(vii)]

(viii)  Any assignment by the Servicer to a delegate of its duties or rights
        hereunder, except as specifically permitted hereunder, or any attempt to
        make such an assignment; or [11.01 (a)(viii)]

(ix)    for so long as the Servicer is First Sierra, its Total Capital is less
        than $9 million. [11.01 (a)(ix)]



                                     Page 1

<PAGE>   20
FIRST SIERRA EQUIPMENT LEASE TRUST 1996-2
- --------------------------------------------------------------------------------
FIRST SIERRA RECEIVABLES INC.
MONTHLY SERVICER CERTIFICATE
FOR THE COLLECTION PERIOD ENDING 3/1/97

<TABLE>
<CAPTION>
GROSS CHARGE-OFFS (>=160 AND ACCOUNTS BOUGHT BACK BY SOURCE)
- -----------------------------------------------------------
                                  GROSS                            GROSS                     MONTHLY
                                DEFAULTS       RECOVERIES       CHARGE-OFFS     ADCPB       CHARGE-OFFS
                                --------       ----------       -----------   ----------    -----------
<S>                             <C>            <C>              <C>           <C>           <C>  
           2 months prior             0               0              0        70,642,634       0.00%
           1 month prior        121,045         121,045              0        69,762,119       0.00%
           Current              209,096         209,096              0        69,811,709       0.00%


                           Gross Charge-Off Ratio:                                             0.00%
                           Maximum Charge-Off Ratio:                                           2.50%

</TABLE>

<TABLE>
<CAPTION>
30+ DELINQUENCIES
- -----------------
                               MONTHLY
                              DELINQUENCIES      ADCPB          DELINQUENCIES
                              -------------    ----------       -------------
<S>                            <C>             <C>              <C>
           2 months prior      2,491,482       70,642,634           3.53%
           1 month prior       3,161,952       69,762,119           4.53%
           Current month       2,875,843       69,811,709           4.12%

                           Delinquency Ratio:                       4.06%
                           Maximum Delinquency Ratio:               7.00%
</TABLE>



                                     Page 2
<PAGE>   21
FIRST SIERRA EQUIPMENT LEASE TRUST 1996-2
- --------------------------------------------------------------------------------
FIRST SIERRA RECEIVABLES INC.
MONTHLY SERVICER CERTIFICATE
FOR THE COLLECTION PERIOD ENDING 3/1/97
ISSUER RESTRICTING EVENT CALCULATIONS
- -------------------------------------

      (a)  Gross Defaults (>=180)                            No
                                                          --------

      (b)  Issuer Delinquency Trigger Ratio                  No
                                                          --------

<TABLE>
<CAPTION>
GROSS DEFAULTS (>=180)
- ----------------------
                                                                MONTHLY
                           GROSS DEFAULTS       ADCPB         CHARGE-OFFS
                           --------------     ----------      ------------
<S>                        <C>                <C>             <C>
           Current                  0         69,811,709          0.00%


                 i A       Subordinated Percentage                9.00%
                   B       WAL of Remaining Leases                2.13
                ii         Two
                           Ratio (i/ii)                           2.11%
</TABLE>


<TABLE>
<CAPTION>
ISSUER DELINQUENCY TRIGGER RATIO (90+ DAYS)
- -------------------------------------------
                                                                MONTHLY
                             DELINQUENCIES     ADCPB          DELINQUENCIES
                             -------------   ----------       -------------
<S>                          <C>             <C>              <C>  
           2 months prior       251,380      70,642,634          0.36%
           1 month prior        447,401      69,762,119          0.64%
           Current month        570,118      69,811,709          0.82%

                           Issuer Delinquency Trigger Ratio:     0.60%
                           Maximum Ratio Allowed:                2.50%
</TABLE>

EARLY AMORTIZATION EVENT
- ------------------------

      (1)  Is Subordinate Interest less than 8.86% of ADCPB?      No
                                                               --------

      (2)  Has a Gross Charge-Off Event Occurred?                 No
                                                               --------

      (3)  Has a Delinquency Event Occurred?                      No
                                                               --------



                                     Page 3

<PAGE>   22
FIRST SIERRA EQUIPMENT LEASE TRUST 1996-2
- --------------------------------------------------------------------------------
FIRST SIERRA RECEIVABLES INC.
MONTHLY SERVICER CERTIFICATE
FOR THE COLLECTION PERIOD ENDING 3/1/97
<TABLE>
<CAPTION>
AGING/DELINQUENCY STATISTICS
- ----------------------------
                                                                                               % OF
                                                                                ADCPB         TOTAL
                                                                          ---------------    -------
<S>                                                                      <C>                 <C>
Current                                                                        66,935,866     95.88%
31-60 Days Past Due                                                             1,603,312      2.30%
61-90 Days Past Due                                                               702,413      1.01%
91+ Days Past Due                                                                 570,118      0.82%
                                                                          ---------------    ------

Total                                                                          69,811,709    100.00%


CERTIFICATE FACTORS

Class A Notes                                                                   1.0000000
Class B-1 Notes                                                                 1.0000000
Class B-2 Notes                                                                 1.0000000


SUBSTITUTION LIMITS [SECTION 7]

ADCPB as of Cut-Off Date                                                    72,024,443.60
Maximum Substitution (10% of Initial)                                        7,202,444.36
Maximum Substitution for Defaulted Contracts (5% of Initial)                 3,601,222.18

Prior month Cumulative ADCPB Substituted                                       497,558.47
Current month ADCPB Substituted                                                212,563.12
Cumulative ADCPB Substituted                                                   710,121.59

Prior month Cumulative ADCPB Substituted for Defaulted Contracts               121,044.56
Current month ADCPB Substituted Defaulted Contracts                            209,095.72
Cumulative ADCPB Substituted for Defaulted Contracts                           330,140.28


PORTFOLIO PREPAYMENT STATISTICS

Prior month Cumulative ADCPB prepaid                                           497,558.47
Current month ADCPB prepaid                                                    212,563.12
Cumulative ADCPB prepaid                                                       710,121.59

Prior month Cumulative ADCPB Defaulted                                         121,044.56
Current month ADCPB Defaulted                                                  209,095.72
Cumulative ADCPB Defaulted                                                     330,140.28
</TABLE>



                                     Page 1

<PAGE>   23
FIRST SIERRA EQUIPMENT LEASE TRUST 1996-2
- --------------------------------------------------------------------------------
FIRST SIERRA RECEIVABLES INC.
MONTHLY SERVICER CERTIFICATE
FOR THE COLLECTION PERIOD ENDING 3/1/97
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                <C>                 <C>
BEGINNING ACCOUNT BALANCES                                                           209,701.38

LOCKBOX ACCOUNT
     Transfer of prior period Payments not yet transferred to Collection Account     (100,060.40) 
     Transfer of prior period Excluded Amounts not yet transferred                    (37,586.65)
     Collections Received [5.02 (b)(d)]                                             2,266,876.80
     Excluded Amounts [5.02 (d)][Definition]                                       (1,163,774.99)
     Collections on Deposit due Collection Account [5.02 (d)]                        (985,985.50)

     Ending Balance @ 3/1/97                                                          189,170.64


COLLECTION ACCOUNT
     BEGINNING BALANCE @ 2/1/97                                                                       1,065,902.76

     ACTIVITIES RELATED TO COLLECTION PERIOD ENDED 2/1/97
     Add:  Servicer Advance                                                                           1,131,502.68
     Add:  Payments due Collection Account from last 2 business days prior period                       100,060.40
     Add:  Payments due Collection Account from  prior period                                                 0.00
     Add:  Add'l transfers                                                                                    0.00
     Add: Amounts to Collection Acct from Security deposit account                                            0.00
     Less: Total distributions on 2/10/97                                                            (2,297,465.84)

     ACTIVITIES RELATED TO COLLECTION PERIOD ENDED 3/1/97

     Aggregate Amount of Actual Payments [6.01 b (i)]                                                 1,008,980.28
     Add: Servicer Advances [5.03][6.01 b (ii)]                                                               0.00
     Add: Sch. Payments, Final Payments or Purchase Option from Sec. Deposit Account [6.01 b (iii)]           0.00
     Add: Reconveyance Amounts by Servicer [6.01 b (iv)]                                                      0.00
     Add: Any Investment Earnings [6.01 b (v)]                                                            2,531.76
     Add: Deposits from New Transferred Property Funding Account [6.01 b (vi)]                                0.00
     Add: Amount Payable to Class A Certificateholders under 6.04 d [6.01 b(vii)]                             0.00
     Add: Advance Payments Due and Owing for Collection Period [6.01 c]                                       0.00
     Add: Security Deposits Related to Prepayment                                                             0.00
     Add: Offset Amount as Provided by 5.12 [6.01 c]                                                          0.00
     Less: Amounts transferred to the New Transferred Property Funding Account [6.01 d]                       0.00
     Less: Amounts Servicer Advanced but deems uncollectible [6.01 d]                                          0.00
     Less: Payments due Collection Acct. from last 2 business days in calendar mo.                            0.00

     Ending Balance @ 2/28/97 and 3/1/97                                                              1,011,512.04

     Add: Servicer Advances to be deposited on Determination Date                                     1,025,135.19
     Add: Payments due Collection Acct from last 2 business days                                         89,021.62
     Add: Payments not yet transferred to the Collection Account                                              0.00
     Add: Amounts to Collection Account from Security Deposit Account [6.02 c]                                0.00

     Adjusted Collection Account Balance                                                              2,125,668.85
</TABLE>



                                     Page 1
<PAGE>   24
FIRST SIERRA EQUIPMENT LEASE TRUST 1996-2
- --------------------------------------------------------------------------------
FIRST SIERRA RECEIVABLES INC.
MONTHLY SERVICER CERTIFICATE
FOR THE COLLECTION PERIOD ENDING 3/1/97

<TABLE>
<S>                                                                                                  <C>         <C>   
SECURITY DEPOSIT ACCOUNT

     Beginning  Balance                                                                              0.00
     Add: Balance deposited on closing date                                                          0.00
     Add: Security Deposits [6.02 b]                                                                 0.00
     Less: Amounts to Collection Account [6.02 c]                                                    0.00
     Add: Investment Earnings                                                                        0.00
                                                                                                     ----

     Ending Balance @ 2/28/97                                                                        0.00

     Less: Amounts to Collection Account [6.02 c]                                                    0.00

     Adjusted Security Deposit  Account Balance                                                      0.00


NEW TRANSFERRED PROPERTY FUNDING ACCOUNT

     Beginning Balance                                                                                                   0.00
     Add: Amount Transferred from Collection Account in consid. of New Trans. Property [6.05 i 1]                        0.00
     Add: Amount Transferred to New Transferred Property Funding Account [6.05 ii]                                       0.00
     Less: Amount Transferred from Collection Account in consid. of New Trans. Property [6.05 iii]                       0.00
                                                                                                                 ------------
     Ending Balance @ 2/28/97                                                                                            0.00


     Add: Amount Transferred from Collection Account in consid. of New Trans. Property [6.05 i 1]                1,724,331.60

     Less: Amount Transferred from Collection Account in consid. of New Trans. Property [6.05 iii]              (1,724,331.60)
                                                                                                                 ------------

     Adjusted New Transferred Property Funding Account Balance                                                           0.00
</TABLE>



                                     Page 2
<PAGE>   25
FIRST SIERRA EQUIPMENT LEASE TRUST 1996-2
- --------------------------------------------------------------------------------
FIRST SIERRA RECEIVABLES INC.
MONTHLY SERVICER CERTIFICATE
FOR THE COLLECTION PERIOD ENDING 3/1/97

<TABLE>
<S>                                                                                                   <C>         
AVAILABLE AMOUNT TO CERTIFICATE HOLDERS                                                               2,125,668.85


DISBURSEMENTS FROM COLLECTION ACCOUNT (PRIOR TO INITIAL AMORTIZATION DATE]

     (i)    Initial Unpaid Amts inadvertently dep. in Collection Account [6.06 b (i)]                         0.00

     (ii)   Indemnity payments paid inadvertently dep in Collection Account [6.06 b (ii)]                     0.00

     (iii)  Aggregate of: [6.06 b (iii)]
            (A)   Unreimbursed Servicer Advances from current collection period                               0.00
            (B)   Unreimbursed Servicer Advances from prior collection period                                 0.00
            (C)   Servicing Charges inadvertently deposited in Collection Account                             0.00

     (iv)   Current and unpaid Servicing Fees                                                            30,010.25

     (v)    Current and unpaid Back-up Servicing Fees [6.06 b (iv)]                                       1,200.41

     (vi)   Premium Amount due on Payment Date and unpaid Premiums [6.06 b (v)]                          12,676.00

     (vii)  Trustee Fee due on Payment Date and unpaid Trustee Fees [6.06 b (vi)]                           291.67

     (viii) Class A Certificate Interest and Overdue Class A Interest [6.06 b (vii)]                    332,224.75

     (ix)   Class B-1 Certificate Interest and Overdue Class B-1 Interest [6.06 b (viii)]                12,622.28

     (x)    Class B-2 Certificate Interest and Overdue Class B-2 Interest [6.06 b (ix)]                  12,334.19

     (xi)   Certificate Insurer Reimbursement Amount, if any, due on Payment Date [6.06 b (x)]                0.00

     (xii)  Any amounts due Servicer under 9.03 [6.06 b (xi)]                                                 0.00

     (xiii) To the Servicer Security Deposit Refund under 6.02C                                               0.00

     (ix)   To the depositor the lesser of Base Principal Amount or ADCPB new Contracts               1,724,309.30
            transferred to the Trust, [6.06 b (xii)]

            If less than the Base Principal Amount, the remainder to the New Transferred Property             0.00
            Funding Account [6.06 b (xii)]

     (x)    To the Holder of the Trust Certificate any remaining amounts [6.06 b (xiii)]                      0.00
</TABLE>



                                     Page 3
<PAGE>   26
FIRST SIERRA EQUIPMENT LEASE TRUST 1996-2
- --------------------------------------------------------------------------------
FIRST SIERRA RECEIVABLES INC.
MONTHLY SERVICER CERTIFICATE
FOR THE COLLECTION PERIOD ENDING 3/1/97
<TABLE>
<CAPTION>
DISBURSEMENTS FROM COLLECTION ACCOUNT (ON AND AFTER INITIAL AMORTIZATION DATE)
<S>                                                                                                          <C>
     (i)    Initial Unpaid Amts inadvertently dep. in Collection Account [6.06 c (i)]                        0.00

     (ii)   Indemnity payments paid inadvertently dep in Collection Account [6.06 c (ii)]                    0.00

     (iii)  Aggregate of: [6.06 c (iii)]
            (A)   Unreimbursed Servicer Advances from prior periods                                          0.00
            (B)   Servicer Fee and unpaid Servicer Fee                                                       0.00
            (C)   Servicing Charges inadvertently deposited in Collection Account                            0.00

     (iv)   Current and unpaid Back-up Servicing Fees [6.06 c (iv)]                                          0.00

     (v)    Premium Amount due on Payment Date and unpaid Premiums [6.06 c (v)]                              0.00

     (vi)   Trustee Fee due on Payment Date and unpaid Trustee Fees [6.06 c (vi)]                            0.00

     (vii)  Class A Certificate Interest and Overdue Class A Interest [6.06 c (vii)]                         0.00

     (viii) Class B-1 Certificate Interest and Overdue Class B-1 Interest [6.06 c (viii)]                    0.00

     (ix)   Class B-2 Certificate Interest and Overdue Class B-2 Interest [6.06 c (ix)]                      0.00

     (x)    Class A Base  Principal Distribution Amount and Overdue Class A Principal [6.06 c (x)]           0.00

     (xi)   Certificate Insurer Reimbursement Amount, if any, due on Payment Date [6.06 b (xi)]              0.00

     (xii)  Class B-1 Base Principal Distribution Amount and Overdue Class B-1 Principal [6.06 c (xii)]      0.00
            provided no restricting event exists

     (xiii) Class B-2 Base Principal Distribution Amount and Overdue Class B-2 Principal [6.06 c (xiii)]     0.00
            provided no restricting event or issuer restricting event exists

     (xiv)  Any amounts due Servicer under 9.03 [6.06 b (xiv)]                                               0.00

     (xv)   Prepayments optionally transferred to collection account and disbursed in                        0.00
            consideration of the transfer of New Transferred Property not in excess of
            $5,000,000 [6.06 c (xv)]

     (xvi)  To the Holder of the Trust Certificate any remaining amounts [6.06 b (xiii)]                     0.00
</TABLE>

Reviewed By:



- -------------------------
Craig M. Spencer
Chief Accounting Officer



                                     Page 4


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