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 (Date of earliest event reported)

                                  July 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 July 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 July 1,
                1997.



<PAGE>   1






FIRST SIERRA EQUIPMENT LEASE TRUST 1996-1
- -------------------------------------------------------------------------------
FIRST SIERRA RECEIVABLES INC.
MONTHLY SERVICER CERTIFICATE
FOR THE COLLECTION PERIOD ENDING 7/1/97

<TABLE>
<S>                                                                         <C>    
ADCPB BALANCE
Initial ADCPB                                                               85,790,915.00
Prior Month ADCPB                                                           79,013,785.78
Current Month ADCPB (Before addition of New Property)                       76,404,223.85
Base Principal Amount (Prior - Current)                                      2,609,561.94
Add:  ADCPB of New Transferred Property                                              0.00
Ending ADCPB (Current + ADCPB of New Property)                              76,404,223.85

CLASS A INTEREST SCHEDULE

     Prior Month Class A Principal Balance                                  67,951,855.88
     Class A Certificate Rate                                                        6.85%
     One twelfth of Class A Certificate Rate                                         0.57%
     Class A Certificate Interest                                              387,891.84
     Prior Month Class A Overdue Interest                                            0.00

     Class A Interest Due                                                      387,891.84
     Class A Interest Paid                                                     387,891.84

     Current Month Class A Overdue Interest                                          0.00

CLASS A PRINCIPAL SCHEDULE

     Prior Month Class A Principal Balance                                  67,951,855.88
     Class A Percentage                                                             86.00%
     Base Principal Amount                                                   2,609,561.94
     Class A Base Principal Distribution Amount                              2,244,223.27
     Prior Month Class A Overdue Principal                                           0.00
     Total A Note Principal Due                                              2,244,223.27

     Class A Principal Paid                                                  2,244,223.27

     Class A Overdue Principal                                                       0.00
                                                                          ---------------

     Current Month Class A Principal Balance                                65,707,632.61
</TABLE>


                                     Page 1


<PAGE>   2


FIRST SIERRA EQUIPMENT LEASE TRUST 1996-1
- -------------------------------------------------------------------------------
FIRST SIERRA RECEIVABLES INC.
MONTHLY SERVICER CERTIFICATE
FOR THE COLLECTION PERIOD ENDING 7/1/97


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

     Prior Month Class B-1 Principal Balance                                 3,160,551.82
     Class B-1 Certificate Rate                                                      7.63%
     One twelfth of Class B-1 Certificate Rate                                       0.64%
     Class B-1 Certificate Interest                                             20,095.84
     Prior Month Class B-1 Overdue Interest                                          0.00

     Class B-1 Interest Due                                                     20,095.84
     Class B-1 Interest Paid                                                    20,095.84

     Current Month Class B-1 Overdue Interest                                        0.00

CLASS B-1 PRINCIPAL SCHEDULE

     Prior Month Class B-1 Principal Balance                                 3,160,551.82
     Class B-1 Percentage                                                            4.00%
     Base Principal Amount                                                   2,609,561.94
     Class B-1 Base Principal Distribution Amount                              104,382.48
     Prior Month B-1 Overdue Principal                                               0.00
     Total B-1 Note Principal Due                                              104,382.48
                                                                               ----------

     Class B-1 Principal Paid                                                  104,382.48


     Class B-1 Overdue Principal                                                     0.00

     Current Month Class B-1 Principal Balance                               3,056,169.34
</TABLE>



                                     Page 2



<PAGE>   3

FIRST SIERRA EQUIPMENT LEASE TRUST 1996-1
- -------------------------------------------------------------------------------
FIRST SIERRA RECEIVABLES INC.
MONTHLY SERVICER CERTIFICATE
FOR THE COLLECTION PERIOD ENDING 7/1/97


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

     Prior Month Class B-2 Principal Balance                                 3,160,551.82
     Class B-2 Certificate Rate                                                      8.17%
     One twelfth of Class B-2 Certificate Rate                                       0.68%
     Class B-2 Certificate Interest                                             21,518.09
     Prior Month Class B-2 Overdue Interest                                          0.00

     Class B-2 Interest Due                                                     21,518.09
     Class B-2 Interest Paid                                                    21,518.09

     Current Month Class B-2 Overdue Interest                                        0.00

CLASS B-2 PRINCIPAL SCHEDULE

     Prior Month Class B-2 Principal Balance                                 3,160,551.82
     Class B-2 Percentage                                                            4.00%
     Base Principal Amount                                                   2,609,561.94
     Class B-2 Base Principal Distribution Amount                              104,382.48
     Prior Month B-1 Overdue Principal                                               0.00
     Total B-1 Note Principal Due                                              104,382.48

     Class B-2 Principal Paid                                                  104,382.48

     Class B-2 Overdue Principal                                                     0.00

     Current Month Class B-2 Principal Balance                               3,056,169.34
</TABLE>



                                     Page 3


<PAGE>   4


FIRST SIERRA EQUIPMENT LEASE TRUST 1996-1
- -------------------------------------------------------------------------------
FIRST SIERRA RECEIVABLES INC.
MONTHLY SERVICER CERTIFICATE
FOR THE COLLECTION PERIOD ENDING 7/1/97


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

     Prior Month ADCPB                        79,013,786
     Service Fee Rate                             0.5000%
     One-twelfth                                  0.0417%
     Service Fee                               32,922.41

     Prior Service Fee Arrearage                    0.00
     Service Fee Due                           32,922.41

     Service Fee Paid                          32,922.41

     Current Servicing Fee Arrearage                0.00

BACK-UP SERVICING FEE SCHEDULE

     Prior Month ADCPB                        79,013,786
     Back-Up Service Fee Rate                     0.0130%
     One-twelfth                                  0.0011%
     Back-up Service Fee                          855.98

     Prior Back-Up Service Fee Arrearage            0.00
     Total Back-Up Service Fee Due                855.98

     Back-Up Service Fee Paid                     855.98

     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 67,951,855.88
     Monthly Premium Rate                         0.0208%
     Prior Premium Arrearage                        0.00
     Premium Amount Due                        14,157.00

     Premium Amount Paid                       14,157.00
     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 7/1/97

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 judgements 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 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, 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 7/1/97

<TABLE>
<CAPTION>
RESTRICTING EVENT CALCULATIONS

      <S>                                                                 <C>    
      (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
                                                                          ------------
</TABLE>

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>   7

FIRST SIERRA EQUIPMENT LEASE TRUST 1996-1
- -------------------------------------------------------------------------------
FIRST SIERRA RECEIVABLES INC.
MONTHLY SERVICER CERTIFICATE
FOR THE COLLECTION PERIOD ENDING 7/1/97


GROSS CHARGE-OFFS (>=160 AND ACCOUNTS BOUGHT BACK BY SOURCE)

<TABLE>
<CAPTION>
                             Gross                           Gross                           Monthly
                            Defaults       Recoveries      Charge-Offs       ADCPB         Charge-Offs
                            --------       ----------      -----------     ----------      -----------
           <S>             <C>             <C>              <C>              <C>             <C>  
           2 months prior     198,683         198,683           0          81,262,581         0.00%
           1 month prior      102,956         102,956           0          78,845,490         0.00%
           Current             51,944          51,944           0          76,615,468         0.00%


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

</TABLE>

30+ DELINQUENCIES

<TABLE>
<CAPTION>
                                                                                 Monthly
                           Delinquencies     ADCPB                             Delinquencies
                           -------------   ----------                          -------------
           <S>             <C>            <C>                                      <C>  
           2 months prior   4,324,368      81,262,581                               5.32%
           1 month prior    4,343,854      78,845,490                               5.51%
           Current month    4,672,898      76,615,468                               6.10%

                           Delinquency Ratio:                                       5.64%
                           Maximum Delinquency Ratio:                               6.00%
</TABLE>


                                     Page 2

<PAGE>   8

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

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

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


GROSS DEFAULTS (>=180)

 <TABLE>
<CAPTION>
                                                          Monthly
                           Gross Default   ADCPB          Charge-Offs
                           -------------   -----          -----------
           <S>             <C>             <C>               <C>  
           Current             38,084      76,615,468        0.05%


                 i A       Subordinated Percentage          10.00%
                   B       WAL of Remaining Leases           1.94
                ii         Two
                           Ratio (i/ii)                      2.57%
</TABLE>




ISSUER DELINQUENCY TRIGGER RATIO (90+ DAYS)

<TABLE>
<CAPTION>
                                                            Monthly
                           Delinquencies   ADCPB         Delinquencies
                           -------------   -----         -------------
           <S>                <C>          <C>               <C>  
           2 months prior     794,592      81,262,581        0.98%
           1 month prior      673,826      78,845,490        0.85%
           Current month      788,164      76,615,468        1.03%


                   Issuer Delinquency Trigger Ratio:         0.95%
                   Maximum Ratio Allowed:                    2.50%
</TABLE>


<TABLE>
<CAPTION>
EARLY AMORTIZATION EVENT

      <S>                                                       <C>                          
      (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
                                                                --------------------
</TABLE>


                                     Page 3

<PAGE>   9





FIRST SIERRA EQUIPMENT LEASE TRUST 1996-1
- -------------------------------------------------------------------------------
FIRST SIERRA RECEIVABLES INC.
MONTHLY SERVICER CERTIFICATE
FOR THE COLLECTION PERIOD ENDING 7/1/97

<TABLE>
<CAPTION>
      Aging/Delinquency Statistics

                                                                              ADCPB              Total
       <S>                                                             <C>                  <C>   
       Current                                                             71,942,570           93.90%
       31-60 Days Past Due                                                  2,473,459            3.23%
       61-90 Days Past Due                                                  1,411,275            1.84%
       91+ Days Past Due                                                      788,164            1.03%
                                                                          -----------         --------

       Total                                                               76,615,468          100.00%


       Certificate Factors

       Class A Notes                                                      0.890586420
       Class B-1 Notes                                                    0.890586429
       Class B-2 Notes                                                    0.890586429


       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                          3,332,268.58
       Current month ADCPB Substituted                                           0.00
       Cumulative ADCPB Substituted                                      3,332,268.58

       Prior month Cumulative ADCPB Substituted for Defaulted Contracts  1,980,863.06
       Current month ADCPB Substituted Defaulted Contracts                       0.00
       Cumulative ADCPB Substituted for Defaulted Contracts              1,980,863.06


       Portfolio Prepayment Statistics

       Prior month Cumulative ADCPB prepaid                              4,591,894.92
       Current month ADCPB prepaid                                         446,291.15
       Cumulative ADCPB prepaid                                          5,038,186.07

       Prior month Cumulative ADCPB Defaulted                            2,532,381.16
       Current month ADCPB Defaulted                                        51,944.19
       Cumulative ADCPB Defaulted                                        2,584,325.35
</TABLE>


                                     Page 1

<PAGE>   10






FIRST SIERRA EQUIPMENT LEASE TRUST 1996-1
- -------------------------------------------------------------------------------
FIRST SIERRA RECEIVABLES INC.
MONTHLY SERVICER CERTIFICATE
FOR THE COLLECTION PERIOD ENDING 7/1/97

- -------------------------------------------------------------------------------

<TABLE>
<S>                                                                                   <C>       
BEGINNING ACCOUNT BALANCES                                                            167,632.12

LOCKBOX ACCOUNT
    Transfer of prior period Payments not yet transferred to Collection Account      (114,094.26)
    Transfer of prior period Excluded Amounts not yet transferred                     (57,805.59)
    Collections Received [5.02 (b)(d)]                                              2,976,820.80 
    Excluded Amount [5.02 (d)][Definition]                                         (1,035,868.15)
    Collections on Deposit due Collection Account [5.02 (d)]                       (1,593,112.80)

    Ending Balance                                                                    343,572.12
</TABLE>


<TABLE>
<CAPTION>
COLLECTION ACCOUNT
    BEGINNING BALANCE @ 6/1/97                                                                  1,875,724.62

    <S>                                                                                        <C>
    ACTIVITIES RELATED TO COLLECTION PERIOD ENDED 6/1/97
    Add:  Servicer Advance                                                                        972,558.12
    Add:  Payments due Collection Account from last 2 business days prior period                  114,094.26
    Add:  Add'l transfers                                                                               0.00
    Add: Amounts to Collection Acct from Security deposit account                                       0.00
    Less: Total distributions on 6/10/97                                                       (2,962,377.00)
    ACTIVITIES RELATED TO COLLECTION PERIOD ENDED 7/1/97
    Aggregate Amount of Actual Payments [6.01 b (i)]                                            1,545,401.07
    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)]                                                       5,184.32
    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 @ 6/30/97 and 7/1/97                                                         1,550,585.39

    Add: Servicer Advances to be deposited on Determination Date                                1,324,192.09
    Add:Payments due Collection Acct from last  2 business days                                    55,943.58
    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                                                         2,930,721.06
</TABLE>


                                     Page 1


<PAGE>   11

FIRST SIERRA EQUIPMENT LEASE TRUST 1996-1
- -------------------------------------------------------------------------------
FIRST SIERRA RECEIVABLES INC.
MONTHLY SERVICER CERTIFICATE
FOR THE COLLECTION PERIOD ENDING 7/1/97

<TABLE>
<CAPTION>
SECURITY DEPOSIT ACCOUNT

    <S>                                                                                                     <C>       
    Beginning Balance                                                                                      133,551.67
    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                                                                                  597.81
                                                                                                               ------

    Ending Balance @ 6/30/97                                                                               134,149.48

    Less: Amounts to Collection Account [6.02 c]                                                                 0.00

    Adjusted Security Deposit Account Balance                                                              134,149.48
</TABLE>

<TABLE>
<CAPTION>
NEW TRANSFERRED PROPERTY FUNDING ACCOUNT

    <S>                                                                                                                       <C> 
    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 @ 6/30/97                                                                                                   0.00

    Add: Amount Transferred from Collection Account in consid. of New Trans. Property [6.05 i 1]                               0.00

    Less: Amount Transferred from Collection Account in consid. of New Trans. Property [6.05 iii]                              0.00
                                                                                                                               ----

    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 7/1/97

<TABLE>
<CAPTION>
AVAILABLE AMOUNT TO CERTIFICATE HOLDERS                                                         2,930,721.06


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 Service Advances from prior periods                                    0.00   
           (B)                       Servicer Fee and unpaid Servicer Fee                                           32,922.41   
           (C)                       Servicing Charges inadvertently deposited in Collection Account                     0.00

    (iv)   Current and unpaid Back-up Servicing Fees [6.06 c (iv)]                                                     855.98

    (v)    Premium Amount due on Payment Date and unpaid Premiums [6.06 c (v)]                                      14,157.00

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

    (vii)  Class A Certificate Interest and Overdue Class A Interest [6.06 c (vii)]                                387,891.84

    (viii) Class B-1 Certificate Interest and Overdue Class B-1 Interest [6.06 c (viii)]                            20,095.84

    (ix)   Class B-2 Certificate Interest and Overdue Class B-2 Interest [6.06 c (ix)]                              21,518.09

    (x)    Class A Base  Principal Distribution Amount and Overdue Class A Principal [6.06 c (x)]                2,244,223.27

    (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)]             104,382.48
           provided no restricting event exists

    (xiii) Class B-2 Base Principal Distribution Amount and Overdue Class B-2 Principal [6.06 c (xiii)]            104,382.48
           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
    Senior Vice President and
    Chief Accounting Officer




                                     Page 3
<PAGE>   13






FIRST SIERRA EQUIPMENT LEASE TRUST 1996-2
- -------------------------------------------------------------------------------
FIRST SIERRA RECEIVABLES INC.
MONTHLY SERVICER CERTIFICATE
FOR THE COLLECTION PERIOD ENDING 7/1/97

<TABLE>
<S>                                                             <C>       
ADCPB BALANCE
Prior Month ADCPB                                               72,024,841.37
Initial ADCPB                                                   72,024,925.77
Current Month ADCPB (Before addition of New Property)           70,071,970.05
Base Principal Amount (Prior - Current)                          1,952,871.32
Add:  ADCPB of New Transferred Property                          1,952,875.49
Ending ADCPB (Current + ADCPB of New Property)                  72,024,845.54

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                                       1,952,871.32
     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>   14
FIRST SIERRA EQUIPMENT LEASE TRUST 1996-2
- -------------------------------------------------------------------------------
FIRST SIERRA RECEIVABLES INC.
MONTHLY SERVICER CERTIFICATE
FOR THE COLLECTION PERIOD ENDING 7/1/97


CLASS B-1 INTEREST SCHEDULE

<TABLE>
     <S>                                                         <C>       
     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                                       1,952,871.32
     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>   15

FIRST SIERRA EQUIPMENT LEASE TRUST 1996-2
- -------------------------------------------------------------------------------
FIRST SIERRA RECEIVABLES INC.
MONTHLY SERVICER CERTIFICATE
FOR THE COLLECTION PERIOD ENDING 7/1/97


CLASS B-2 INTEREST SCHEDULE

<TABLE>
     <S>                                                         <C>         
     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                                       1,952,871.32
     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>   16
 
FIRST SIERRA EQUIPMENT LEASE TRUST 1996-2
- -------------------------------------------------------------------------------
FIRST SIERRA RECEIVABLES INC.
MONTHLY SERVICER CERTIFICATE
FOR THE COLLECTION PERIOD ENDING 7/1/97


SERVICING FEE SCHEDULE

<TABLE>
<S>                                  <C>       
     Prior Month ADCPB                  72,024,841
     Service Fee Rate                       0.5000%
     One-twelfth                            0.0417%
     Service Fee                         30,010.35

     Prior Service Fee Arrearage              0.00
     Service Fee Due                     30,010.35

     Service Fee Paid                    30,010.35

     Current Servicing Fee Arrearage          0.00

BACK-UP SERVICING FEE SCHEDULE

     Prior Month ADCPB                  72,024,841
     Back-Up Service Fee Rate               0.0200%
     One-twelfth                            0.0017%
     Back-up Service Fee                  1,200.41

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

     Back-Up Service 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

     Class A Certificate 
        Principal 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>   17
FIRST SIERRA EQUIPMENT LEASE TRUST 1996-2
- -------------------------------------------------------------------------------
FIRST SIERRA RECEIVABLES INC.
MONTHLY SERVICER CERTIFICATE
FOR THE COLLECTION PERIOD ENDING 7/1/97

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 judgements 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, or 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>   18
FIRST SIERRA EQUIPMENT LEASE TRUST 1996-2
- -------------------------------------------------------------------------------
FIRST SIERRA RECEIVABLES INC.
MONTHLY SERVICER CERTIFICATE
FOR THE COLLECTION PERIOD ENDING 7/1/97

RESTRICTING EVENT CALCULATIONS

<TABLE>
      <S>                                                                       <C>          
      (a)  Event of Service 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
                                                                                ------------
</TABLE>

Events of Service 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 Service 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 Service 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 of 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, judgement 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 the 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 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>   19

FIRST SIERRA EQUIPMENT LEASE TRUST 1996-2
- -------------------------------------------------------------------------------
FIRST SIERRA RECEIVABLES INC.
MONTHLY SERVICER CERTIFICATE
FOR THE COLLECTION PERIOD ENDING 7/1/97


<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       258,895         258,895         0                70,218,555            0.00%
           1 month prior        200,442         200,442         0                70,128,406            0.00%
           Current               20,239          20,239         0                70,290,466            0.00%
                                                               

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




30+ DELINQUENCIES
                                                                             
<TABLE>
<CAPTION>
                                                                   Monthly
                           Delinquencies       ADCPB             Delinquencies
                           -------------     ---------           -------------
           <S>                <C>            <C>                    <C>  
           2 months prior     2,928,006      70,218,555             4.17%
           1 month prior      2,582,403      70,128,406             3.68%
           Current month      2,706,206      70,290,466             3.85%

                           Delinquency Ratio:                       3.90%
                           Maximum Delinquency Ratio:               7.00%
</TABLE>

                                     Page 2



<PAGE>   20


FIRST SIERRA EQUIPMENT LEASE TRUST 1996-2
- -------------------------------------------------------------------------------
FIRST SIERRA RECEIVABLES INC.
MONTHLY SERVICER CERTIFICATE
FOR THE COLLECTION PERIOD ENDING 7/1/97
ISSUER RESTRICTING EVENT CALCULATIONS

      (a)  Gross Defaults (>=180)                                  Yes
                                                               ------------

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


GROSS DEFAULTS (>=180)

<TABLE>
<CAPTION>
                                                                Monthly
                           Gross Defaults    ADCPB            Charge-Offs
                           --------------    -----            -----------
           Current               60,180      70,290,466              0.09%


          <S>              <C>                                       <C>  
                 i A       Subordinated Percentage                   9.00%
                   B       WAL of Remaining Leases                   2.15
                ii         Two
                           Ratio (i/ii)                              2.10%
</TABLE>




ISSUER DELINQUENCY TRIGGER RATIO (90+ DAYS)

<TABLE>
<CAPTION>
                                                               Monthly
                           Delinquencies     ADCPB           Delinquencies
                           -------------     -----           -------------
           <S>                  <C>          <C>                   <C>   
           2 months prior       448,919      70,218,555            0.64%
           1 month prior        731,450      70,128,406            1.04%
           Current month        720,140      70,290,466            1.02%


                           Issuer Delinquency Trigger Ratio:       0.90%
                           Maximum Ratio Allowed:                  2.50%
</TABLE>


EARLY AMORTIZATION EVENT

<TABLE>
      <S>  <C>                                               <C>                     
      (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
                                                             ------------------------
</TABLE>


                                     Page 3


<PAGE>   21





FIRST SIERRA EQUIPMENT LEASE TRUST 1996-2
- -------------------------------------------------------------------------------
FIRST SIERRA RECEIVABLES INC.
MONTHLY SERVICER CERTIFICATE
FOR THE COLLECTION PERIOD ENDING 7/1/97

<TABLE>
<CAPTION>
        Aging/Delinquency Statistics
                                                                                         % of
                                                                          ADCPB          Total
                                                                         --------        -----
        <S>                                                           <C>               <C>   
        Current                                                       67,584,259        96.15%
        31-60 Days Past Due                                            1,531,504         2.18%
        61-90 Days Past Due                                              454,563         0.65%
        91+ Days Past Due                                                720,140         1.02%
                                                                         --------        -----

        Total                                                         70,290,466       100.00%


        Certificate Factors

        Class A Notes                                                1.000000000
        Class B-1 Notes                                              1.000000000
        Class B-2 Notes                                              1.000000000


        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                    2,026,318.84
        Current month ADCPB Substituted                               208,080.75
        Cumulative ADCPB Substituted                                2,234,399.59

        Prior month Cumulative ADCPB Substituted for Defaulted 
          Contracts                                                   967,954.87
        Current month ADCPB Substituted Defaulted Contracts            20,239.37
        Cumulative ADCPB Substituted for Defaulted Contracts          988,194.24


        Portfolio Prepayment Statistics

        Prior month Cumulative ADCPB prepaid                        2,026,318.84  
        Current month ADCPB prepaid                                   208,080.75  
        Cumulative ADCPB prepaid                                    2,234,399.59  
                                                                                 
        Prior month Cumulative ADCPB Defaulted                        967,954.87  
        Current month ADCPB Defaulted                                  20,239.37  
        Cumulative ADCPB Defaulted                                    988,194.24  
</TABLE>
                                                                   


                                     Page 1

<PAGE>   22






FIRST SIERRA EQUIPMENT LEASE TRUST 1996-2
- -------------------------------------------------------------------------------
FIRST SIERRA RECEIVABLES INC.
MONTHLY SERVICER CERTIFICATE
FOR THE COLLECTION PERIOD ENDING 7/1/97


- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
BEGINNING ACCOUNT BALANCES                                                             269,436.58    
                                                                                                     
<S>                                                                                 <C>                   <C>   
LOCKBOX ACCOUNT                                                                                      
     Transfer of prior period Payments not yet transferred to Collection Account       (89,317.58)   
     Transfer of prior period Excluded Amounts not yet transferred                     (49,602.60)   
     Collections Received [5.02 (b)(d)]                                              2,443,775.78    
     Excluded Amounts [5.02 (d)][Definition]                                          (986,518.56)   
     Collections on Deposit due Collection Account [5.02 (d)]                       (1,123,206.64)   
                                                                                                     
     Ending Balance @ 7/1/97                                                           464,566.98    
                                                                                     

COLLECTION ACCOUNT
     BEGINNING BALANCE @ 6/1/97                                                                           1,393,058.32   
                                                                                                                         
     ACTIVITIES RELATED TO COLLECTION PERIOD ENDED 6/1/97                                                                
     Add:  Servicer Advance                                                                                 948,933.90    
     Add:  Payments due Collection Account from last 2 business days prior period                            89,317.58   
     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 6/10/97                                                                (2,431,309.80)  
     ACTIVITIES RELATED TO COLLECTION PERIOD ENDED 7/1/97                                                                
     Aggregate Amount of Actual Payments [6.01 b (i)]                                                     1,087,932.45   
     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)]                                                               3,587.44   
     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 @ 6/30/97 and 7/1/97                                                                  1,091,519.89   
                                                                                                                         
     Add:  Servicer Advances to be deposited on Determination Date                                        1,209,314.85    
     Add:  Payments due Collection Acct from last 2 business days                                            53,396.23   
     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                                                                  2,354,230.97   
</TABLE>



                                     Page 1

<PAGE>   23

FIRST SIERRA EQUIPMENT LEASE TRUST 1996-2                                     
- -------------------------------------------------------------------------------
FIRST SIERRA RECEIVABLES INC.
MONTHLY SERVICER CERTIFICATE
FOR THE COLLECTION PERIOD ENDING 7/1/97

SECURITY DEPOSIT ACCOUNT

<TABLE>
     <S>                                                                                                       <C> 
     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 @ 6/30/97                                                                                 0.00

     Less: Amounts to Collection Account [6.02 c]                                                             0.00

     Adjusted Security Deposit Account Balance                                                                0.00
</TABLE>


NEW TRANSFERRED PROPERTY FUNDING ACCOUNT


<TABLE>
     <S>                                                                                                          <C> 
     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 @ 6/30/97                                                                                                0.00

     Add:  Amount Transferred from Collection Account in consid. of New Trans. Property [6.05 i 1]                   1,952,871.32

     Less: Amount Transferred from Collection Account in consid. of New Trans. Property [6.05 iii]                  (1,952,871.32)
                                                                                                                    --------------

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

                                     Page 2



<PAGE>   24

FIRST SIERRA EQUIPMENT LEASE TRUST 1996-2
- -------------------------------------------------------------------------------
FIRST SIERRA RECEIVABLES INC.
MONTHLY SERVICER CERTIFICATE
FOR THE COLLECTION PERIOD ENDING 7/1/97

<TABLE>
<CAPTION>
AVAILABLE AMOUNT TO CERTIFICATE HOLDERS                                                      2,354,230.97


DISBURSEMENTS FROM COLLECTION ACCOUNT (PRIOR TO INITIAL AMORTIZATION DATE)

     <S>    <C>                                                                                <C>     
     (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 Service Advances from current collection period                      0.00
            (B)    Unreimbursed Service Advances from prior collection period                        0.00
            (C)    Servicing Charges inadvertently deposited in Collection Account                   0.00

     (iv)   Current and unpaid Servicing Fees                                                   30,010.35

     (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 Service under 9.03 [6.06 b (xi)]                                         0.00

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

     (ix)   To the depositor the lesser of Base Principal Amount or ADCPB new
            Contracts transferred to the Trust, [6.06 b (xii)]                               1,952,871.32    

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

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


     Reviewed By:



     ---------------------------------------
     Craig M. Spencer
     Senior VP and Chief Accounting Officer


                                     Page 3





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