Exhibit 10.5(f)


AMENDMENT NO. 5


TO


MASTER REPURCHASE
AGREEMENT


THIS AMENDMENT NO. 5, made as of May 10, 2006 (“Amendment
No. 5”), by and among BEAR STEARNS MORTGAGE CAPITAL CORPORATION (the “Buyer”)
and AAMES CAPITAL CORPORATION (“ACC”), AAMES INVESTMENT CORPORATION (“AIC”) and
AAMES FUNDING CORPORATION (“AFC”, and together with ACC and AIC, the “Sellers”).


R E C I T A L S


WHEREAS, Buyer and the Sellers have previously entered
into a Master Repurchase Agreement dated as of August 5, 2004, as amended by
Amendment No. 1 dated as of March 18, 2005, Amendment No. 2 dated as of June
20, 2005, Amendment No. 3 dated as of October 31, 2005 and Amendment No. 4
dated as of March 1, 2006 (collectively, the “Agreement”); and


WHEREAS, Buyer and the Sellers desire to modify the
terms of the Agreement;


NOW, THEREFORE, in consideration of the mutual
promises and covenants hereinafter set forth, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:


Section 1.  Definitions.  Capitalized terms used herein and not
otherwise defined shall have the meanings assigned in the Agreement.


Section 2.  Financial Covenants.  Effective as March 30, 2006, Section
10(d)(xviii) of the Agreement is hereby deleted in its entirety and replaced by
the following:


 (xviii)     for
any two consecutive fiscal quarters of AIC, commencing with respect to the two
consecutive fiscal quarters ending on September 30, 2006, AIC shall not show a
loss after aggregating the profits and losses of AIC for the subject fiscal
quarters (all determined in accordance with GAAP).


Section 3.  Joint and Several Liability of Sellers.  AIC hereby acknowledges that it is jointly
and severally liable for the obligations of each Seller under the Agreement as
set forth in Paragraph 19 of the Agreement.


Section 4.  Expenses.  Each party hereto shall pay its own expenses
in connection with this Amendment No. 5.


Section 5.  Controlling Law.  This Amendment No. 5 shall be governed and
construed in accordance with the laws of the State of New York applicable to
agreements made and entirely performed therein.











 


Section 6.  Interpretation.  The provisions of the Agreement shall be read
so as to give effect to the provisions of this Amendment No. 5.


Section 7.  Counterparts.  This Amendment No. 5 may be executed in any
number of counterparts, each of which counterparts shall be deemed to be an
original, and such counterparts shall constitute but one and the same
instrument.


Section 8.  Ratification and Confirmation.  As amended by this Amendment No. 5, the
Agreement is hereby in all respects ratified and confirmed, and the Agreement
as amended by this Amendment No. 5 shall be read, taken and construed as one
and the same instrument.


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IN WITNESS WHEREOF, Buyer and each of the Sellers have
caused their names to be signed hereto by their respective officers thereunto
duly authorized, all as of the date first above written.


	
   

  	
  BEAR STEARNS MORTGAGE
  CAPITAL

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AAMES CAPITAL
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AAMES INVESTMENT
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AAMES FUNDING
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
					



 



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