ABL NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS

Exhibit 10.32

EXECUTION VERSION

ABL NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS

THIS ABL NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS (this “Agreement”), dated as of December 4, 2014, is made by each of the signatories hereto (each, a “Grantor”) in favor of GENERAL ELECTRIC CAPITAL CORPORATION (“GE Capital”), as administrative agent and collateral agent for the banks and other financial institutions (the “Lenders”) that are parties to the ABL Credit Agreement (in such capacities, respectively, the “Administrative Agent” and the “U.S. ABL Collateral Agent”), dated as of April 12, 2012 (as amended, amended and restated, waived, supplemented or otherwise modified from time to time, together with any agreement extending the maturity of, or restructuring, refunding, refinancing or increasing the Indebtedness under such agreement or successor agreements, the “ABL  Credit Agreement”), among HD SUPPLY, INC., a Delaware corporation (the “Parent  Borrower”), GE Capital, as administrative agent and collateral agent, and the other parties thereto.

WHEREAS, pursuant to the ABL Credit Agreement, the Lenders have severally agreed to make extensions of credit to the Borrowers upon the terms and subject to the conditions set forth therein;

WHEREAS, in connection with the ABL Credit Agreement, the Parent Borrower, and certain Subsidiaries of the Parent Borrower, as Subsidiary Borrowers and certain other Domestic Subsidiaries of the Parent Borrower, as Subsidiary Guarantors executed and delivered a U.S. Collateral Agreement, dated as of April 12, 2012, in favor of GE Capital, as U.S. ABL Collateral Agent and Administrative Agent (as the same may be amended, restated, supplemented, waived or otherwise modified from time to time, the “U.S. Collateral Agreement”);

WHEREAS, pursuant to the U.S. Collateral Agreement, each Grantor granted to the U.S. ABL Collateral Agent a security interest in its Intellectual Property, including Trademarks; and

WHEREAS, each Grantor has duly authorized the execution, delivery and performance of this Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, and in order to induce the Lenders to make extensions of credit to the Borrowers on the terms and subject to the conditions of the ABL Credit Agreement, each Grantor agrees, for the benefit of the U.S. ABL Collateral Agent, as follows:

SECTION 1. Definitions. Unless otherwise defined herein or the context other-wise requires, terms used in this Agreement, including its preamble and recitals, have the

meanings provided or provided by reference in the ABL Credit Agreement and the U.S. Collateral Agreement.

SECTION 2. Confirmation of Security Interest. Each Grantor hereby confirms that pursuant to the U.S. Collateral Agreement, subject to existing licenses to use the Trademarks granted by such Grantor in the ordinary course of its business, it granted to the U.S. ABL Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Trademarks of such Grantor (including, without limitation, those items listed on Schedule A hereto under such Grantor’s name) and to the extent not otherwise included, all Proceeds and products of any and all of the Trademarks, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except that no security interest is or will be granted pursuant thereto in any right, title or interest of such Grantor under or in any Trademark Licenses with Persons other than the Parent Borrower, a Restricted Subsidiary or an Affiliate thereof for so long as, and to the extent that, the granting of such a security interest pursuant thereto would result in a breach, default or termination of such Trademark Licenses.

SECTION 3. Purpose. This Agreement has been executed and delivered by the Grantors for the purpose of recording the security interest granted pursuant to the U.S. Collateral Agreement with the United States Patent and Trademark Office. This Agreement is expressly subject to the terms and conditions of the U.S. Collateral Agreement. The U.S. Collateral Agreement (and all rights and remedies of the Lenders thereunder) shall remain in full force and effect in accordance with its terms.

SECTION 4. Acknowledgment. Each Grantor does hereby further acknowledge and affirm that the rights and remedies of the Lenders with respect to the security interest in the Trademarks are fully set forth in the ABL Credit Agreement and the U.S. Collateral Agreement, the terms and provisions of which (including the remedies provided for therein) are incorporated by reference herein as if fully set forth herein.

SECTION 5. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together constitute one and the same original.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the day and year first above written.

	HD SUPPLY FACILITIES MAINTENANCE, LTD.
	By:	HD Supply GP & Management, Inc.,
		its general partner
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Title:	Vice President and Secretary
	HDS IP HOLDING, LLC
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Title:	Vice President and Secretary

[SIGNATURE PAGE — ABL NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS]

	GENERAL ELECTRIC CAPITAL CORPORATION,
	in its capacity as U.S. ABL Collateral Agent
	By:	/s/ Xxxxxx Xxxxxxx
	Name: Xxxxxx Xxxxxxx
	Title: Duly Authorized Signatory

[SIGNATURE PAGE — ABL NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS]

Schedule A

Trademarks

HD Supply Facilities Maintenance, Ltd.

TRADEMARK		Status		Ser. No./Reg. No.		App. Date/Reg. Date
MAINTENANCE WAREHOUSE		Registered		RN: 4,610,425		9/23/2014
MAINTENANCE WAREHOUSE		Registered		RN: 4,375,851		7/30/2013
MAINTENANCE WAREHOUSE & Design		Registered		RN: 4,376,494		7/30/2013
MAINTENANCE WAREHOUSE & Design		Registered		RN: 4,606,259		9/16/2014

HDS IP Holding, LLC

TRADEMARK		Status		Ser. No./Reg. No.		App. Date/Reg. Date
ASPEN & Design		Registered		RN: 4,461,343		1/7/2014
CREATIVE TOUCH INTERIORS		Registered		RN: 4,406,141		9/24/2013
VISTRA & Design		Registered		RN: 4,392,346		8/27/2013
HD SUPPLY HARDWARE SOLUTIONS(1)		Registered		RN: 114-257		3/4/2014
AQUAGUARD 5 STEP POOL CARE SYSTEM & Design		Registered		RN: 4,535,768		05/27/2014
BRIGHTON MANOR		Registered		RN: 4,129,736		4/17/2012
BRIGHTON MANOR & Design		Registered		RN: 4,535,779		5/27/2014
GREENBLOGIC		Registered		RN: 4,155,442		6/5/2012
GRIDADVANCE		Registered		RN: 4,538,054		5/27/2014
MAINTENANCE WAREHOUSE		Pending ITU		SN: 86/303,044		6/6/2014
MAINTENANCE WAREHOUSE		Pending		SN: 86/424,236		10/15/2014
PROUDLY DRIVEN BY A VETERAN		Pending		SN: 86/320,061		6/25/2014
RELIA+		Pending ITU		SN: 86/436,537		10/28/2014
RELIA+		Pending ITU		SN: 86/436,545		10/28/2014
RELIA+		Pending ITU		SN: 86/436,549		10/28/2014

(1)  This trademark is registered in the State of Alabama.

A - 1

RELIACARE		Registered		RN: 4,492,443		3/4/2014
SEASONS		Pending ITU		SN: 86/373,220		8/21/2014
SEASONS		Pending ITU		SN: 86/373,226		8/21/2014
SEASONS		Pending ITU		SN: 86/435,093		10/27/2014
SEASONS		Pending ITU		SN: 86/435,138		10/27/2014
SPEEDBUILD		Allowed		SN: 86/160,304		1/8/2014
SPEEDBUILD		Allowed		SN: 86/160,701		1/8/2014
TRUESTOCK		Pending ITU		SN: 86/373,181		8/21/2014
TRUESTOCK		Pending ITU		SN: 86/373,202		8/21/2014
TRU PERSPECTIVE		Pending ITU		SN: 86/309,319		6/13/2014
WE BUILD YOUR CITY AND KEEP IT RUNNING		Registered		RN: 4,374,791		7/30/2013