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Trademark Security Agreement

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Exhibit 10.5


Trademark Security Agreement


Trademark Security Agreement, dated as of November 7, 2002, by Interep National Radio Sales, Inc. (the "Borrower" or "Interep") and each of the other entities listed on the signature pages hereof or which becomes a party hereto pursuant to Section 5.1(k) of the Credit Agreement referred to below (each a "Grantor" and, collectively, the "Grantors"), in favor of Guggenheim Investment Management LLC, as collateral agent for the Lenders (as defined in the Credit Agreement referred to below).


W I T N E S S E T H:


Whereas, pursuant to the Credit Agreement, dated as of November 7, 2002 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Interep, the Grantors, the Lenders party thereto and the Collateral Agent, the Lenders have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein;


Whereas, the Grantors other than the Borrower are party to the Guaranty pursuant to which they have guaranteed the Obligations; and


Whereas, all the Grantors are party to a Security Agreement of even date herewith in favor of the Collateral Agent (the "Security Agreement") pursuant to which the Grantors are required to execute and deliver this Trademark Security Agreement;


Now, Therefore in consideration of the premises and to induce the Lenders and the Collateral Agent to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, each Grantor hereby agrees with the Collateral Agent as follows:


Section 1. Defined Terms


Unless otherwise defined herein, terms defined in the Credit Agreement or in the Security Agreement and used herein have the meaning given to them in the Credit Agreement or the Security Agreement.


Section 2. Grant of Security Interest in Trademark Collateral


Each Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, hereby collaterally assigns, conveys, mortgages, pledges, hypothecates and transfers to the Collateral Agent for the benefit of the Lenders, and grants to the Collateral Agent for the benefit of the Lenders a lien on and security interest in, all of its right, title and interest in, to and under the following Collateral of such Grantor (the "Trademark Collateral"):


(a) all of its Trademarks and Trademark Licenses to which it is a party, including, without limitation, those referred to on Schedule I hereto;


(b) all reissues, continuations or extensions of the foregoing;


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