Exhibit






SECOND AMENDMENT TO PARTICIPATION AGREEMENT 
THIS SECOND AMENDMENT TO PARTICIPATION AGREEMENT (this “Amendment”) dated as of September 9, 2016 is by and among NVIDIA LAND DEVELOPMENT, LLC, a Delaware limited liability company (the “Lessee”), the Guarantors party hereto, WACHOVIA SERVICE CORPORATION, a Delaware corporation (the “Lessor”), the Credit Lenders party hereto, the Mortgage Lenders party hereto and WELLS FARGO BANK, N.A., a national banking association, as the agent for the Credit Lenders and the Mortgage Lenders and, respecting the Security Documents, as agent for the Secured Parties (in such capacity, the “Agent”).
W I T N E S S E T H
WHEREAS, the Lessee, the Guarantors party thereto, the Lessor, the Credit Lenders party thereto, the Mortgage Lenders party thereto and the Agent are party to that certain Participation Agreement dated as of June 19, 2015 (as amended by that certain First Amendment to Participation Agreement dated as of February 17, 2016, the “Participation Agreement”); 
WHEREAS, the Lessee has requested that the Majority Lenders and the Lessor approve certain amendments and modifications to the Participation Agreement; and
WHEREAS, the Majority Lenders and the Lessor have approved the amendments and modifications to the Participation Agreement requested by the Lessee on the terms and conditions set forth herein.
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.Defined Terms.  Capitalized terms used herein but not otherwise defined herein shall have the meanings provided to such terms in Appendix A to the Participation Agreement.
2.    Amendment to Section 6.1A(v) of the Participation Agreement.  Section 6.1A(v) of the Participation Agreement is hereby amended in its entirety to read as follows:
(v)    Senior Indebtedness Status.  The Obligations of each Credit Party under this Agreement and each of the other Operative Agreements (i) rank and shall continue to rank (A) at least senior in priority of payment to all Subordinated Indebtedness of each such Person and (B) with respect to proceeds of any Collateral, at least senior in priority of payment to all Subordinated Indebtedness and all senior unsecured Indebtedness of each such Person and (ii) are designated as “Senior Indebtedness” under all instruments and documents, now or in the future, relating to all Subordinated Indebtedness of such Person.
3.    Condition Precedent.  The effectiveness of this Amendment shall be subject to satisfaction of the following condition:
(a)    Executed Documents.  Receipt by the Agent of counterparts of this Amendment duly executed by the Lessee, each Guarantor, the Lessor, the Majority Lenders and the Agent.
4.    Amendment is an “Operative Agreement”.  This Amendment is an Operative Agreement and all references to an “Operative Agreement” in the Participation Agreement and the other Operative Agreements (including, without limitation, all such references in the representations and warranties in the Participation Agreement (as amended hereby) and the other Operative Agreements) shall be deemed to include this Amendment.







5.    Reaffirmation of Representations and Warranties.  Each Credit Party represents and warrants as of the effective date of this Amendment that (i) each of the representations and warranties set forth in the Operative Agreements is true and correct in all material respects, except for any representation or warranty that is qualified by materiality or which references Material Adverse Effect, which such representation or warranty shall be true and correct in all respects (except for any such representation or warranty that by its terms is made only as of an earlier date, which representation or warranty shall remain true and correct in all material respects as of such earlier date, except for any representation or warranty that is qualified by materiality or which references Material Adverse Effect, which such representation or warranty shall be true and correct in all respects as of such earlier date) and (ii) both before and immediately following the consummation of the transactions contemplated hereby, no Lease Default or Lease Event of Default has occurred and is continuing.
6.    Reaffirmation of Obligations.  Each Credit Party (a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms all of its obligations, including, but not limited to, all guaranty obligations, under the Operative Agreements and (c) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge such Credit Party’s obligations under the Operative Agreements.
7.    Reaffirmation of Security Interests.  Each Credit Party (a) affirms that each of the Liens granted in or pursuant to the Operative Agreements are valid and subsisting and (b) agrees that this Amendment shall in no manner impair or otherwise adversely affect any of the Liens granted in or pursuant to the Operative Agreements.
8.    No Other Changes.  Except as modified hereby, all of the terms and provisions of the Operative Agreements shall remain in full force and effect.  The execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of any Financing Party under any of the Operative Agreements.
9.    Counterparts; Delivery.  This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.  It shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart for each of the parties hereto. Delivery by facsimile or other electronic imaging means by any of the parties hereto of an executed counterpart of this Amendment shall be as effective as an original executed counterpart hereof and shall be deemed a representation that an original executed counterpart hereof will be delivered.
10.    Governing Law.  This Amendment and the rights and obligations of the parties hereunder shall be governed by and construed, interpreted and enforced in accordance with the laws of the state of New York except to the extent that local law is properly applicable for matters of real property.
[Signature Pages Follow]












IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Second Amendment to Participation Agreement to be duly executed and delivered as of the date first above written.
		
	LESSEE:
	NVIDIA LAND DEVELOPMENT, LLC






By: /s/ Karen Burns                
Name:    Karen Burns                
Title:    Manager, President & CEO        




SECOND AMENDMENT TO PARTICIPATION AGREEMENT
NVIDIA LAND DEVELOPMENT, LLC













GUARANTORS:                    NVIDIA CORPORATION, 
as a Guarantor
By: /s/ Karen Burns                
Name:    Karen Burns                
Title:    Vice President, Finance            
NVIDIA INTERNATIONAL HOLDINGS INC., 
as a Guarantor
By: /s/ Karen Burns                
Name:    Karen Burns                
Title:    President, CEO & Secretary        
NVIDIA LEASE HOLDINGS LLC, 
as a Guarantor




By: /s/ Karen Burns                
Name:    Karen Burns                
Title:    Manager                    






SECOND AMENDMENT TO PARTICIPATION AGREEMENT
NVIDIA LAND DEVELOPMENT, LLC











LESSOR:                    WACHOVIA SERVICE CORPORATION, 
as the Lessor
By: /s/ Weston R. Garrett                
Name:    Weston R. Garrett            
Title: Managing Director                






SECOND AMENDMENT TO PARTICIPATION AGREEMENT
NVIDIA LAND DEVELOPMENT, LLC











THE AGENT:                    WELLS FARGO BANK, NATIONAL 
ASSOCIATION, 
as the Agent
By: /s/ Marisa Phan                
Name:    Marisa Phan                
Title: SVP & Senior Relationship Manager        




SECOND AMENDMENT TO PARTICIPATION AGREEMENT
NVIDIA LAND DEVELOPMENT, LLC











MORTGAGE LENDERS:                WELLS FARGO BANK, NATIONAL 
ASSOCIATION, 
as a Mortgage Lender
By: /s/ Marisa Phan                
Name:    Marisa Phan                
Title: SVP & Senior Relationship Manager        






SECOND AMENDMENT TO PARTICIPATION AGREEMENT
NVIDIA LAND DEVELOPMENT, LLC











MORTGAGE LENDERS:                U.S. Bank National Association, 
as a Mortgage Lender
By: /s/ Richard J Ameny Jr.            
Name:    Richard J Ameny Jr.            
Title: Vice President                




SECOND AMENDMENT TO PARTICIPATION AGREEMENT
NVIDIA LAND DEVELOPMENT, LLC









MORTGAGE LENDERS:                HSBC BANK USA, N.A., 
as a Mortgage Lender
By: /s/ Mark Gibbs                
Name: Mark Gibbs                
Title: Senior Vice President            




SECOND AMENDMENT TO PARTICIPATION AGREEMENT
NVIDIA LAND DEVELOPMENT, LLC









CREDIT LENDERS:                WELLS FARGO BANK, NATIONAL 
ASSOCIATION, 
as a Credit Lender
By: /s/ Marisa Phan                
Name:    Marisa Phan                
Title: SVP & Senior Relationship Manager        




SECOND AMENDMENT TO PARTICIPATION AGREEMENT
NVIDIA LAND DEVELOPMENT, LLC









CREDIT LENDERS:                SUNTRUST BANK, 
as a Credit Lender
By: /s/ Min Park                    
Name:    Min Park                
Title: Vice President                




SECOND AMENDMENT TO PARTICIPATION AGREEMENT
NVIDIA LAND DEVELOPMENT, LLC









CREDIT LENDERS:                U.S. Bank National Association, 
as a Credit Lender
By: /s/ Richard J Ameny Jr.            
Name:    Richard J Ameny Jr.            
Title: Vice President                




SECOND AMENDMENT TO PARTICIPATION AGREEMENT
NVIDIA LAND DEVELOPMENT, LLC









CREDIT LENDERS:                GOLDMAN SACHS BANK USA            , 
as a Credit Lender
By: /s/ Mehmet Barlas                
Name:    Mehmet Barlas                
Title: Authorized Signatory            




SECOND AMENDMENT TO PARTICIPATION AGREEMENT
NVIDIA LAND DEVELOPMENT, LLC









CREDIT LENDERS:                Morgan Stanley Senior Funding, Inc., 
as a Credit Lender
By: /s/ Gilroy D’Souza                
Name:    Gilroy D’Souza                
Title: Authorized Signatory            




SECOND AMENDMENT TO PARTICIPATION AGREEMENT
NVIDIA LAND DEVELOPMENT, LLC









CREDIT LENDERS:                HSBC BANK USA, N.A., 
as a Credit Lender
By: /s/ Mark Gibbs                
Name: Mark Gibbs                
Title: Senior Vice President            




SECOND AMENDMENT TO PARTICIPATION AGREEMENT
NVIDIA LAND DEVELOPMENT, LLC









CREDIT LENDERS:                THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., 
as a Credit Lender
By: /s/ Matthew Antioco                
Name: Matthew Antioco                
Title: Vice President                








SECOND AMENDMENT TO PARTICIPATION AGREEMENT
NVIDIA LAND DEVELOPMENT, LLC