AGREEMENT CONCERNING GROUND LEASE (FOR RTP DATA CENTER)

Exhibit 10.58

RECORDING REQUESTED BY AND,
WHEN RECORDED, RETURN TO :

NetApp, Inc.
7301 Kit Creek Road
Research Triangle Park, NC 27709
Attention: Ingemar Lanevi

AGREEMENT CONCERNING
GROUND LEASE (FOR RTP DATA CENTER)

     THIS AGREEMENT CONCERNING GROUND LEASE (this “ Agreement ”) dated as of April 1, 2009 (the “ Effective Date ”), is made by and between BNP PARIBAS LEASING CORPORATION (“ BNPPLC ”), a Delaware corporation, and NETAPP, INC. (“ NAI ”), a Delaware corporation, which is the successor by merger to Network Appliance, Inc.

RECITALS

This Agreement is entered into upon, and with respect to, the following facts and intentions:

     A. BNPPLC and NAI’s predecessor-in-interest, Network Appliance, Inc., have heretofore entered into the following agreements:

     (1) Amended and Restated Ground Lease (RTP Data Center) dated as of November 29, 2007 (as the same may have been modified, the “ Ground Lease ”), which (A) was referenced in the two recorded short form documents described in the next two subparagraphs, and (B) was an amendment and restatement of the Ground Lease dated as of July 17, 2007 recorded in Book 012665, page 00268 of the Wake County, North Carolina Registry. Pursuant to the Ground Lease, NAI, as ground lessor, ground leased to BNPPLC, as ground lessee, that certain land more particularly described in Exhibit A attached hereto and incorporated herein by this reference (herein the “ Land ”).

     (2) Amended and Restated Lease Agreement (RTP Data Center) dated as of November 29, 2007 (as the same may have been modified, the “ Sublease ”), which was the subject of that certain Short Form of Amended and Restated Lease Agreement dated as of November 29, 2007 (the “ Short Form of Sublease ”) recorded in Book 013007, page 01436 of the Wake County, North Carolina Registry. Under the Sublease, BNPPLC, as sublessor, leased to NAI, as sublessee, BNPPLC’s ground leasehold interest in the Land and all of the improvements located thereon (collectively the “ Subleased Premises ”).

     (3) Amended and Restated Purchase Agreement (RTP Data Center) dated

as of November 29, 2007 (as the same may have been modified, the “ Purchase Agreement ”), which was the subject of that certain Memorandum of Amended and Restated Purchase Agreement dated as of November 29, 2007, recorded in Book 013007, page 01454 of the Wake County, North Carolina Registry.

     (4) Amended and Restated Common Definitions and Provisions Agreement (RTP Data Center) dated as of November 29, 2007 (as the same may have been modified, the “ Common Definitions and Provisions Agreement ”), which was not recorded, but was incorporated by reference into the documents listed above. As used in this Agreement, capitalized terms defined in the Common Definitions and Provisions Agreement and not otherwise defined in this Agreement are intended to have the respective meanings assigned to them in the Common Definitions and Provisions Agreement .

     B. BNPPLC and NAI now mutually wish to terminate the Ground Lease on the terms and conditions more particularly herein set forth.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration the adequacy of which is hereby acknowledges, the parties hereto agree as follows:

     1.  Termination of Ground Lease . As of the Effective Date, BNPPLC hereby surrenders all of its right title and interest in the Ground Lease unto NAI, subject only to the “Permitted Encumbrances” described in Exhibit B attached hereto and incorporated herein by this reference, and the Ground Lease is hereby terminated. Notwithstanding anything to the contrary in this Agreement, BNPPLC does, for itself and its successors, covenant, warrant and agree to defend the title to the Land against claims and demands of any person claiming under or through a Lien Removable by BNPPLC. Except as expressly set forth in the preceding sentence, BNPPLC makes no warranty of title, express or implied, concerning the Land.

     2.  Acknowledgment of Reversion . BNPPLC also acknowledges and agrees that because of the termination of the Ground Lease, all of BNPPLC’s right, title and interest in and to the following property will revert to NAI and BNPPLC does hereby forever relinquish, waive, and quitclaim unto NAI (subject to such Permitted Encumbrances):

Agreement Concerning Ground Lease (RTP Data Center) — Page 2

provided, however, that excluded from this provision and quitclaim, and reserved to BNPPLC, are any rights or privileges of BNPPLC under the following are expressly reserved and retained by BNPPLC: (I) the indemnities set forth in the Sublease and the Ground Lease, whether such rights are presently known or unknown, including rights of BNPPLC to be indemnified against environmental claims of third parties, as provided in the Ground Lease which may not presently be known; and (ii) provision in the Sublease that establish the right of BNPPLC to recover any accrued unpaid rent under the Sublease which may be outstanding as of the date hereof; and (iii) agreements between BNPPLC and BNPPLC’s Parent or any Participant, or any modification or extension thereof.

BNPPLC agrees to warrant and defend the title to the Subleased Premises as herein relinquished, against claims and demands of any person claiming under or through a Lien Removable by BNPPLC relating to the Subleased Premises. Except as expressly set forth in the preceding sentence, BNPPLC makes no warranty of title, express or implied, concerning the Subleased Premises or any other property referenced or described in this Section 2.

     3.  “As Is” Reversion . Notwithstanding any contrary provisions contained herein, NAI acknowledges that BNPPLC makes no representations or warranties of any nature or kind, whether statutory, express or implied, with respect to environmental matters or the physical condition of the Subleased Premises, and NAI, by acceptance of this agreement, accepts the Subleased Premises “As Is,” “Where Is,” and “With All Faults,” and without any such representation or warranty by BNPPLC as to environmental matters, the physical condition of the Subleased Premises, compliance with subdivision or platting requirements or construction of any improvements. Without limiting the generality of the foregoing, NAI hereby further acknowledges and agrees that warranties of merchantability and fitness for a particular purpose are excluded from the transactions contemplated by this Agreement, as are any warranties arising from a course of dealing or usage of trade. NAI hereby assumes all risk and liability (and agrees that BNPPLC will not be liability for any special, direct, indirect, consequential, or other damages) resulting or arising from or relating to the ownership, use, condition, location, maintenance, repair, or operation of the Subleased Premises, except for damages proximately caused by (and attributed by any applicable principles of comparative fault to) any “Established Misconduct” (as defined in the Common Definitions and Provisions Agreement) of BNPPLC.

     4.  Binding Effect . The terms, provisions, covenants, and conditions hereof will be binding upon NAI and BNPPLC and their respective successors and assigns, and any other party claiming through either of them, and will inure to the benefit of NAI and BNPPLC and all transferees, mortgages, successors and assigns.

Agreement Concerning Ground Lease (RTP Data Center) — Page 3

     5.  Miscellaneous . This Agreement and any other agreement relating hereto and executed concurrently herewith represent the entire agreement of the parties hereto with respect to the subject matter hereof and supersede any prior negotiations and agreement between BNPPLC and NAI concerning the subject matter hereof. No amendment or modification of this Agreement will be binding or valid unless express in a writing executed by both parties hereto. This Agreement will be governed by and construed in accordance with the laws of the State of North Carolina without regard to conflict or choice of laws. Words in the singular number will be held to include the pl