Amendment No. 9 to the Credit Card Program Agreemen

This Amendment No. 9 to the Credit Card Program Agreement (the “Conversion Amendment”), is entered into and, subject to Section 1(d) below, is effective as of October 31, 2024 (the “Conversion Amendment Effective Date”), by and between Nordstrom, Inc., a Washington corporation with its principal offices in Seattle, Washington (“Nordstrom”), Nordstrom Card Services, Inc., a Delaware corporation with its principal offices in Centennial, Colorado (“NCS” and collectively with Nordstrom, “Company”) and TD Bank USA, N.A., a national banking association with its principal offices in Wilmington, Delaware (“Bank”).

WHEREAS, effective May 25, 2015, Nordstrom, Bank and Nordstrom fsb, a federal savings bank with its principal offices in Scottsdale, Arizona (“Company Bank”) entered into that certain Credit Card Program Agreement, as amended by the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh, and the Eighth Amendment (each, as defined below) (cumulatively, and as otherwise amended to date, the “Agreement”);

WHEREAS, effective as of July 31, 2017, Nordstrom, Bank and Company Bank entered into that certain Amended and Restated Amendment No. 1 to the Credit Card Program Agreement (“First Amendment”), which, among other things, removed Company Bank as a party to the Agreement;

WHEREAS, effective as of September 11, 2019, Nordstrom and Bank entered into that certain Amendment No. 2 to the Credit Card Program Agreement (“Second Amendment”), which, among other things, included the parties’ agreement for Bank to assume Lockbox and ACH collections;

WHEREAS, effective as of April 21, 2020, Nordstrom and Bank entered into that certain Amendment No. 3 to the Credit Card Program Agreement (“Third Amendment”), which, among other things revised the daily settlement report and monthly settlement report;

WHEREAS, effective as of June 5, 2020, Nordstrom and Bank entered into that certain Amendment No. 4 to the Credit Card Program Agreement (“Fourth Amendment”), which, among other things, addressed Account terms and pricing, revenue sharing, servicing transfer and risk management issues;

WHEREAS, effective as of July 21, 2021, Nordstrom and Bank entered into that certain Amendment No. 5 to the Credit Card Program Agreement (“Fifth Amendment”), which, among other things, addressed the merchant discount and service level standards;

WHEREAS, effective as of November 9, 2022, Nordstrom and Bank entered into that certain Amendment No. 6 to the Credit Card Program Agreement (“Sixth Amendment”), which, among other things, provided Company with the option to extend the period during which it may arrange for the evaluation of and purchase of the Program Assets in the event that the Seventh Amendment was not entered into;

WHEREAS, effective as of November 18, 2022, Nordstrom and Bank entered into that certain Amendment No. 7 to the Credit Card Program Agreement (“Seventh Amendment”), which, among other things, extended the Initial Term and provided for additional payments;

WHEREAS, effective as of June 6, 2024, Nordstrom and Bank entered into that certain Amendment No. 8 to the Credit Card Program Agreement (“Eighth Amendment”), which, among other things, contemplates the conversion and transitioning of certain Account digital servicing functions;

WHEREAS, the parties hereto have agreed to further amend the Agreement as set forth herein; and

NOW, THEREFORE, in consideration of the premises and of the mutual promises set forth herein, and intending to be legally bound hereby, the parties agree as follows:

(a)The Agreement, as amended immediately prior to the Conversion Amendment Effective Date, shall govern the respective rights, obligations and liabilities of Company and Bank with respect to any events occurring in connection with the Program prior to the Conversion Amendment Effective Date.

(b)Except as otherwise stated in this Conversion Amendment, all terms and conditions of the Agreement shall remain in full force and effect and all rights and obligations of Company or Bank pursuant to the terms of the Agreement or otherwise agreed between parties shall remain in full force and effect.

(c)In the event of any conflict between this Conversion Amendment and the Agreement, this Conversion Amendment shall govern.

(d)Unless otherwise expressly stated, each of the provisions set forth herein shall be effective as of the Conversion Amendment Effective Date; provided, however, this Conversion Amendment shall not become effective unless and until an Amended and Restated Credit Card Program Agreement (“A&R Agreement”) is entered into by and between the parties. The parties acknowledge and agree that they intend to enter into the A&R Agreement concurrently with this Conversion Amendment and that it is the parties’ intention that the A&R Agreement will become effective in accordance with its terms and, as of the applicable Effective Date(s) (as defined in the A&R Agreement), the A&R Agreement will amend and restate and supersede (but not constitute a novation of), in its entirety, the Agreement (including as the Agreement has been amended by all amendments thereto, including this Conversion Amendment). For clarity, the Conversion may occur in phases and therefore, the Agreement shall govern each Account or Debit Account established or maintained under the Agreement for so long as such Account or Debit Account remains on Company’s Systems, and the A&R Agreement shall govern each Account or Debit Account beginning at the time such Account or Debit Account is converted to or, with respect to new Accounts, opened on Bank’s Systems.

(e)Unless otherwise expressly stated, all references to a Section, Schedule or Attachment herein shall be deemed to refer to a Section, Schedule, or Attachment of this Conversion Amendment.

(f)Neither party shall have deadlock breaking authority with respect to the Conversion or the Transition Plan.

2.Definitions.

(a)Any terms used and not defined herein shall have the meanings set forth in the Agreement. As used in this Conversion Amendment, the following terms shall have the below meanings, with additional defined terms set forth in Schedule 2.

(i)“Bank Consent Orders” means, in each case solely as made publicly available by the relevant Governmental Authority and as in effect on the Conversion Amendment Effective Date, (i) the consent order entered by Bank with the Office of the Comptroller of the Currency relating to Bank’s anti-money laundering program and dated and signed on behalf of the Office of the Comptroller of the Currency as of October 9, 2024; (ii) the consent order entered by Bank with the Financial Crimes Enforcement Network relating to Bank’s anti-money laundering program, released October 10, 2024; (iii) the plea agreement entered by Bank with the Department of Justice relating to Bank’s anti-money laundering program, dated October 10, 2024; (iv) the plea agreement entered by TD Bank US Holding Company with the Department of Justice relating to Bank’s anti-money laundering program, dated October 10, 2024; and (v) the order to cease and desist and order of assessment of a civil money penalty issued upon consent entered by Bank and certain of its Affiliates with the Board of Governors of the Federal Reserve System, effective October 9, 2024.

(ii)“Bank Servicing Platform” means Bank’s TSYS-based credit and debit card servicing platform to be used for the Program pursuant to the Conversion.

(iii)“Company Servicing Platform” means Company’s Fiserv-based credit and debit card servicing platform used for the Program as of the Conversion Amendment Effective Date.

(iv)“Conversion” means the transition of all Functions from Company to Bank with respect to each Account (other than those Accounts, if any, that the parties mutually agree (in their respective sole discretions) to be excluded from the Conversion) and each of the Debit Accounts that Bank will assume pursuant to the terms of the Assignment and Assumption Agreement.

(v)“Conversion Date” means the date that the final Account or Debit Account to be converted from the Company Servicing Platform to the Bank Servicing Platform is so converted. For clarity, certain Accounts or Debit Accounts may be converted from the Company Servicing Platform to the Bank Servicing Platform prior to the Conversion Date as agreed by the parties pursuant to the Transition Plan.

(vi)“Fiserv” means First Data Resources, LLC.

(vii)“Material Indebtedness” means (a) any indebtedness under any Company Debt Facility or (b) any other indebtedness for borrowed money of the Company or any of its Subsidiaries with an aggregate outstanding principal amount in excess of one hundred million dollars ($100,000,000).

(ix)“Outside Conversion Date” means June 1, 2026, or such later date as may be mutually agreed by the Senior Executives pursuant to clause (j) of Schedule 9.

(x) “Senior Executives” shall mean (a) at Bank, the Head of Credit Cards and Unsecured Lending and (b) at Company, the Chief Customer Officer (or any successor position thereto that reports to the Chief Executive Officer and is responsible for the Program).

(xi)“TSYS” means Total System Services LLC.

3.Conversion Committee.

4.Transition Plan.

(a)General. All costs associated with the Conversion will be funded by the parties outside of the revenue sharing pursuant to Section 8.1 of the Agreement, and in accordance with this Conversion Amendment. Other than as specifically set forth herein, each of Bank and Company are responsible for their own costs, and the costs of their vendors and subcontractors, related to the Conversion and the performance of their respective obligations under the Transition Plan, without reimbursement by the other party.

(b)Data Transmission. Company shall be responsible for its own costs and the costs of its vendors and subcontractors associated with (i) preparing, formatting, and transmitting data, documents and other artifacts to Bank and its vendors and subcontractors in connection with the Conversion, including any costs relating to changes in data formatting as required for ingestion of the data by Bank and its vendors and (ii) its and its subcontractors’ ingestion of the data transmitted by Bank or its vendors and subcontractors in connection with the Conversion. Bank shall be responsible for its own costs and the costs of its vendors and subcontractors associated with (x) preparing, formatting, and transmitting data, documents and other artifacts to Company and its vendors and subcontractors in connection with the Conversion, including any costs relating to changes in data formatting as required for ingestion of the data by Company and its vendors and (y) its and its subcontractors’ ingestion of the data transmitted by Company or its vendors and subcontractors in connection with the Conversion.

(c)Credit Cardholder Communications. Bank shall be responsible for the costs related to the production and distribution of any communications and collateral that is required by Applicable Law to be delivered to Cardholders in connection with the Conversion. Any communications and collateral to be delivered to Cardholders in connection with the Conversion that is not required by Applicable Law, shall be jointly agreed by the Conversion Committee, and Company shall be responsible for the costs related to production and distribution of such communications and collateral. In addition, Company shall be responsible for the costs related to the production and distribution of the change in terms notices previously agreed by the parties and sent to Cardholders by Company in connection with the increase in the purchase APR on Tier 1 Accounts as described in clause (c)(i)g. of Schedule 14.

(d)Destruction of Customer Collateral. Company shall be responsible for the costs of destroying any Cardholder collateral (e.g., plastics, statement stock) remaining in its possession after the Conversion Date to the extent not transferred (or contemplated to be transferred) to Bank in accordance with the Transition Plan or A&R Agreement.

(e)Debit Card Change in Terms and Reissuance. To the extent that Bank determines any communications or collateral is required by Applicable Law to be delivered to Debit Account cardholders in connection with the parties’ intent for Bank to assume the Debit Accounts pursuant to, and subject to the terms of, the Assignment and Assumption Agreement, including reissuance of physical debit cards, Bank and

Company shall each be responsible for fifty percent (50%) of the costs related to production and distribution of any such communications, collateral, and reissuance of physical cards.

8.Employees.

(a)The parties agree to the terms of Schedule 8 hereto.

9.Conversion Milestone Thresholds.

11.Effect of Cancellation of the Conversion.

If the Purchase Option is exercised, the Nominated Purchaser must complete the purchase of the Program Assets within one hundred eighty (180) days after Company’s delivery of the Purchase Notice; provided, however, that consummation of the purchase of the Program Assets shall occur no earlier than the Termination Date; provided, further, that the one hundred eighty (180) day timeframe set forth in this Section 15.2(c) may be extended by up to an additional two hundred seventy (270) days as necessary (i) for required regulatory approvals, (ii) to effect the conversion of the Program Assets, (in such case, the two hundred seventy (270) day period, the “Extension Period”), provided that (x) if Company (or Company’s Nominated Purchaser) is predominantly responsible for the failure of such conversion to be effectuated prior to the Extension Period, then Bank Share of Net Credit Card Revenue for such Extension Period shall be increased by one hundred basis points (100 bps) and (y) if Bank is predominantly responsible for the failure of such conversion to be effectuated prior to the Extension Period, then Bank Share of Net Credit Card Revenue for such Extension Period shall be decreased by one hundred basis points (100 bps) or (iii) to avoid the period from November 1 of each calendar year to January 15 of the following calendar year. The date of such completion shall be the “Program Purchase Date.” Company will use commercially reasonable efforts to cause the Nominated Purchaser to execute the Purchase Agreement for the Program Assets within ninety (90) days after delivery of the Purchase Notice, and Company and Bank agree that the operative transaction to transfer the Program Assets shall be closed and converted to the systems of the Nominated Purchaser simultaneously.

(d)If any Credit Card Accounts (as defined in the A&R Agreement) were opened on the Bank Servicing Platform prior to cancellation of the Conversion, (i) such accounts shall be governed by the terms of the A&R Agreement, not the Agreement, (ii) such accounts shall be excluded from the Program Assets under the Agreement and A&R Agreement, and (iii) the parties shall cooperate to determine a mutually agreed plan for handling such accounts that does not require sale of such accounts or system conversion of such accounts from the Bank Servicing Platform.

(e)The parties agree to the additional provisions set forth in Schedule 11.

12.Conversion Amendment Signing Bonus.

13.Additional Conversion-Related Economics.

14.A&R Signing Bonus.

(a)Except with respect to matters of which Company has Knowledge as of the Conversion Amendment Effective Date, Bank makes each of the following representations as of the Conversion Amendment Effective Date:

(i)Neither Bank nor any of its Affiliates nor, to the best of its Knowledge, any of its subcontractors performing material Program services is in default with respect to any contract, agreement, lease, or other instrument to which it is a party or by which it is bound, except for defaults which would not have a Bank Material Adverse Effect, nor has Bank received any notice of default under any contract, agreement, lease or other instrument regarding a default which, if realized, would have, or would reasonably be expected to have, a Bank Material Adverse Effect.

(ii)No action, claim, or any litigation, proceeding, arbitration, investigation or controversy is pending or, to the best of Bank’s Knowledge, threatened against Bank or its Affiliates or, to the best of Bank’s Knowledge, their subcontractors (excluding Company) that provide material services to the Program, at law, in equity or otherwise, before any court, board, commission, agency or instrumentality of any federal, state, or local government or of any agency or subdivision thereof or before any arbitrator or panel of arbitrators which has had, or would reasonably be expected to have, a Bank Material Adverse Effect. Except to the extent of the Bank Consent Orders (including the terms and conditions thereof), Bank is not the subject of any action by a Governmental Authority and is not subject to any agreement, orders or directives with any Governmental Authority, which, in each case, has, or if adversely determined, would reasonably be expected to have, a Bank Material Adverse Effect.

(iii)Bank has valid and binding agreements with TSYS and, to the best of its Knowledge as of the Effective Date, all other necessary vendors to enable Bank to perform its obligations under this Conversion Amendment and the Transition Plan. Except to the extent of the Bank Consent Orders (including the terms and conditions thereof) Bank has no reason to believe that Bank will be unable to complete the Conversion related activities required to be performed by Bank pursuant to this Conversion Amendment and the Transition Plan.

(b)Except with respect to matters of which Bank has Knowledge as of the Conversion Amendment Effective Date, Nordstrom and NCS each make each of the following representations as of the Conversion Amendment Effective Date:

(i)Neither Company nor any of its Affiliates nor, to the best of its Knowledge, any subcontractors performing material Program services or functions is in default with respect to any contract, agreement, lease, or other instrument to which it is a party or by which it is bound, except for defaults which would

not have a Company Material Adverse Effect, nor has Company received any notice of default under any contract, agreement, lease or other instrument regarding a default which, if realized, would have, or would reasonably be expected to have, a Company Material Adverse Effect.

(ii)No action, claim or any litigation, proceeding, arbitration, investigation or controversy is pending or, to the best of Company’s Knowledge, threatened against Company or its Affiliates or, to the best of Company’s Knowledge, their subcontractors that provide material services to the Program, at law, in equity or otherwise, before any court, board, commission, agency or instrumentality of any federal, state, or local government, or of any agency or subdivision thereof, or before any arbitrator or panel of arbitrators which has had, or would reasonably be expected to have, a Company Material Adverse Effect. Neither Company nor any of its Affiliates performing servicing functions is the subject of any action by a Governmental Authority and none of such Persons is subject to any agreement, orders or directives with any Governmental Authority, which, in each case, has had, or if adversely determined, would reasonably be expected to have, a Company Material Adverse Effect.

(iii)Company has valid and binding agreements with Fiserv and, to the best of its Knowledge as of the Effective Date, all other necessary vendors to enable Company to perform its obligations under this Conversion Amendment and the Transition Plan and Company has no reason to believe that Company will be unable to complete the Conversion related activities required to be performed by Company pursuant to this Conversion Amendment and the Transition Plan.

(iv)Nordstrom and NCS are each solvent.

“Conversion Amendment” means Amendment No. 9 to the Credit Card Program Agreement, executed entered into by Nordstrom, NCS and Bank as of the Conversion Amendment Effective Date.

“Conversion Amendment Effective Date” means October 31, 2024.

“Company Financial Reports” means:

(i)(A) As of the Conversion Amendment Effective Date, the financial reports Company delivers to its lenders under the Company Debt Facilities, which, as of the Conversion Amendment Effective Date are substantially similar in all material respects to the items contemplated in clause (ii) below; or any subsequent financial reporting provided by Company to its lenders under the Company Debt Facilities as of the Conversion Amendment Effective Date or any subsequent Company Debt Facility; provided such reporting is substantially similar to the financial reporting under the Company Debt Facilities as of the Conversion Amendment Effective Date; or (B) if Company does not have a Company Debt Facility or the reporting under the Company Debt Facilities is not substantially similar to the financial reporting as of the Conversion Amendment Effective Date, the reports set forth in clause (ii) of this definition of “Company Financial Reports.”

(ii)(A) As soon as practicable and in any event within ninety (90) days after the end of each such fiscal year, the consolidated balance sheet of Nordstrom and its consolidated Subsidiaries as of the end of such year and the related statements of earnings, stockholder’s equity and cash flow for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by an unqualified report thereon of Deloitte & Touche LLP or other independent certified public accountants of recognized national standing selected by Company, which report shall state that such financial statements fairly present the financial position of Nordstrom and its consolidated Subsidiaries as of the date indicated and its results of operations

and cash flows for the periods indicated in conformity with GAAP (except as otherwise stated therein) and that the examination by such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards; and (B) as soon as practicable and in any event within forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter of any fiscal year), a consolidated balance sheet of Nordstrom and its consolidated Subsidiaries as of the end of such quarter and the related statements of earnings, stockholder’s equity and cash flow for such quarter and the portion of the fiscal year ended at the end of such quarter, setting forth in each case in comparative form the figures for the corresponding periods of the prior fiscal year, all in reasonable detail and certified by Nordstrom’s chief financial officer or controller as fairly presenting the financial condition of Nordstrom and its consolidated Subsidiaries as of the dates indicated and its results of operations and cash flows for the periods indicated, subject to normal year-end adjustments.

“Company Party” means each of Nordstrom and NCS.

“NCS” means Nordstrom Card Services, Inc., a Delaware corporation with its principal offices in Centennial, Colorado.

Company and Bank will work together to optimize Sales Tax Recovery. Company will remit when due any sales taxes relating to the sale of Nordstrom Goods and/or Services. Company, as servicer to the Program, shall identify by Account any amounts written off. To the extent permitted by Applicable Law, Company may, in its discretion, sign and file forms as necessary to seek recovery of any sales tax charged to any Account that has been written off.

Beginning with the first fiscal year and fiscal quarter of Company for which Company is no longer required to file Form 10-K and Form 10-Q with the Securities and Exchange Commission, for the remainder of the Term, (i) Company shall deliver to Bank the Company Financial Reports; provided that if Company shall no longer deliver the Company Financial Reports set forth in clause (i)(A) of the definition thereof, Company shall promptly notify Bank thereof and Bank may require Company to deliver the Company Financial Reports set forth in clause (ii) of the definition thereof;

Company Licensed Marks; Loyalty Program. Company or one of its Affiliates is the sole and exclusive owner of, and has sole control over, the Company Licensed Marks and is the sole owner and operator of the Loyalty Program, and Company has the right, power and authority to license to Bank the use of the Company Licensed Marks and the Loyalty Program in connection with the Program as provided herein. The Company Licensed Marks and the Loyalty Program are not subject to any restrictions that would adversely affect such use, it being understood and agreed that liens on the Company Licensed Mark and/or the Loyalty Program in effect under the Company Debt Facilities (but not any other liens) shall not be deemed to adversely affect such use for purposes of this Section 10.1(h) unless and until any rights or remedies are exercised by any holder of such liens that result in a breach of the representations and warranties in the immediately preceding sentence.

(i) Any representation or warranty by such party contained in this Agreement (other than a representation and warranty contain in Section 10.1(h))) shall not be true and correct in any respect as of the date when made or reaffirmed, and (A) the party making such representation or warranty shall fail to cure the event giving rise to such breach within thirty (30) days after the other party shall have given notice thereof specifying the nature of the breach in reasonable detail or, if the same cannot be cured in a commercially reasonable manner within such time, the same shall not constitute an event of default if the party shall have initiated a cure within such time and such cure shall be completed within sixty (60) days from the date of notice regarding such breach,

and (B) such failure shall or would reasonably be expected either to have a material and adverse effect on the Program, Bank Licensed Marks or Company Licensed Marks, or materially diminish the economic value of the Program to the other party or (ii) any representation or warranty by such party contained in Section 10.1(h) of this Agreement shall not be true and correct in any respect as of the date when made or reaffirmed.

Subject to the terms of this Section 17.2, Bank shall have the right, and nothing otherwise herein shall prohibit or otherwise restrict or condition Bank, from selling, exchanging, securitizing, pledging, participating or entering into a swap, derivative, synthetic securitization or similar transaction with respect to the Cardholder Indebtedness or any part thereof, by itself or as part of an offering of assets from multiple originators or portfolios, at any time and Bank may, in connection with any such transaction, provide associated Cardholder Data and aggregate Program performance information derived from Cardholder Data to a prospective purchaser and other customary parties without notice to or consent from Company; provided, however, that such sale, exchange, securitization, pledge or participation shall not affect Company’s rights or Bank’s obligations hereunder. To the extent such transaction is limited solely to Cardholder Indebtedness under the Program (and not part of an offering of assets from multiple originators or portfolios), the provision of Cardholder Data and aggregate Program performance data shall be subject to such prospective purchaser, and, as applicable, other customary parties, executing a customary confidentiality agreement. Company agrees to use reasonable efforts without being required to incur any out of pocket costs to provide Bank with such information and to execute and deliver such documents as may be reasonably requested by Bank with respect to any such transaction. Bank shall pay any costs or expenses incurred by Company to support any such sale, exchange, securitization, pledge or participation. Bank shall not sell, exchange, securitize, pledge or participate the Cardholder Indebtedness in any manner that would not permit such arrangement to be unwound or not allow for the removal or substitution of Program Assets in order to permit Company to exercise its rights hereunder to purchase the Program Assets pursuant to Section 15.2.

Except as permitted pursuant to Section 17.2, this Agreement shall not be assignable and may not be pledged as collateral, in whole or in part, by a party, including by operation of law, without the prior written consent of the other party, except that a party may assign this Agreement in its entirety to an acquirer of such party in the case of a

Change in Control of such party, provided, however, that (A) Bank or Company, as the case may be, shall continue to be jointly and severally liable hereunder for the obligations of their respective assignees after such assignment unless released by the other party in writing; and (B) such assignee is capable of performing the obligations hereunder. For clarity, and without waiver of any of Bank’s set-off, recoupment, netting or other true-up or deduction rights under this Agreement, the foregoing shall not limit or restrict in any way Company’s rights to assign, pledge or grant a security interest in any receivables due to Company from Bank or other payments made to Company pursuant to this Agreement as collateral for any Company Debt Facility. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and permitted assigns.

Notwithstanding anything to the contrary set forth herein, all payments to a Company Party by Bank hereunder, including pursuant to Schedule 8.1, shall be made to NCS on behalf and for the benefit of Nordstrom and NCS, which Nordstrom and NCS shall allocate between them according to their respective entitlement relative to the undertaking of the performance of the obligations of Company under this Agreement, it being acknowledged and agreed that as provided in Section 17.23 as between Bank, on the one hand, and Nordstrom and NCS, on the other hand, Nordstrom and NCS are jointly and severally liable for the performance of all obligations of Company under this Agreement and Bank’s payment obligations to Company shall be fully satisfied upon making payment of such amounts to NCS.

(k)    Affiliate Status. NCS is a Subsidiary of Nordstrom.

(j)     Allocation of Payments between NCS and Nordstrom. Company shall, in its discretion, correctly and appropriately allocate payments by Bank to a Company Party between Nordstrom and NCS.

(k)     Relationship of NCS and Nordstrom. Company shall ensure that each Nordstrom and NCS perform certain obligations of “Company” hereunder.

The parties acknowledge and agree that Nordstrom and NCS are jointly and severally liable to Bank as provided in Section 17.23, including for purposes of any set-off, recoupment, netting, or other true-up or deduction rights under this Agreement, including this Section 17.16. Nothing in this Section 17.16 shall limit or otherwise impair Bank’s right, contractual, under common law, or otherwise, to set-off, recoup, net or otherwise true-up or deduct any A&R Signing Bonus Repayment Amounts against amounts owed by Bank to Company under this Agreement as provided in the Conversion Amendment.

a. Each Company Party and each of its respective permitted successors and assigns shall be jointly and severally liable for the full, complete and punctual performance and satisfaction of all obligations of “Company,” and the exercise of Company’s rights hereunder, and for the acts and omissions of each Company Party in connection with such obligations and rights. Without limiting the foregoing, Bank may, at its option, enforce any obligation of “Company” against any one or all of the Company Parties, and any failure or inability of Bank to enforce a “Company” obligation against a Company Party under this Agreement shall not in any way limit Bank’s right to enforce the obligations of the “Company” against the other Company Party under this Agreement.

b. Without limiting Section 17.23(a):

(i)    An A&R Signing Bonus Repayment Event (as defined under the Conversion Amendment) may be triggered by any event or condition described in the definition of that term and the repayment (or obligation to repay) the A&R Signing Bonus Repayment Amount may be enforced with respect to any Company Party or all Company Parties;

(ii)    Any right of “Company” hereunder may be exercised by any Company Party and the exercise of any such right by any Company Party shall be binding on all Company Parties;

(iii)     Any notice, consent, approval or similar undertaking given by any Company Party to Bank shall be binding on all Company Parties; and

(iv)     Any notice from Bank to any Company Party shall be effective as notice to all Company Parties.

IN WITNESS WHEREOF, each of the parties has caused this Conversion Amendment to be duly executed on the Conversion Amendment Effective Date.