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<SEC-DOCUMENT>0000912057-01-528773.txt : 20010815
<SEC-HEADER>0000912057-01-528773.hdr.sgml : 20010815
ACCESSION NUMBER:		0000912057-01-528773
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20010630
FILED AS OF DATE:		20010814

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			IRON MOUNTAIN INC/PA
		CENTRAL INDEX KEY:			0001020569
		STANDARD INDUSTRIAL CLASSIFICATION:	PUBLIC WAREHOUSING & STORAGE [4220]
		IRS NUMBER:				232588479
		STATE OF INCORPORATION:			PA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-13045
		FILM NUMBER:		1713736

	BUSINESS ADDRESS:	
		STREET 1:		745 ATLANTIC AVENUE
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02111-
		BUSINESS PHONE:		6175354766

	MAIL ADDRESS:	
		STREET 1:		745 ATLANTIC AVENUE
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02111-

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PIERCE LEAHY CORP
		DATE OF NAME CHANGE:	19960807
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>a2056907z10-q.txt
<DESCRIPTION>FORM 10-Q
<TEXT>

<PAGE>




                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934

                  For the Quarterly Period Ended June 30, 2001

                                       or

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934

             For the Transition Period from __________ to __________


                         COMMISSION FILE NUMBER 1-13045
                                                -------

                           IRON MOUNTAIN INCORPORATED
             (Exact Name of Registrant as Specified in its Charter)


          PENNSYLVANIA                                 23-2588479
          ------------                                 ----------
(State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
 Incorporation or Organization)


                      745 ATLANTIC AVENUE, BOSTON, MA 02111
          (Address of Principal Executive Offices, Including Zip Code)


                                 (617) 535-4766
              (Registrant's Telephone Number, Including Area Code)


Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

YES     X        NO
      ----           -----

Number of shares of the registrant's Common Stock outstanding as of August 3,
2001: 55,846,765.


<PAGE>


                           IRON MOUNTAIN INCORPORATED
                                      INDEX

<TABLE>
<CAPTION>
                                                                                             PAGE
<S>                                                                                        <C>
PART I. FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial Statements

         Condensed Consolidated Balance Sheets at June 30, 2001 and
              December 31, 2000 (Unaudited) ................................................     3

         Condensed Consolidated Statements of Operations for the Three Months Ended
              June 30, 2001 and 2000 (Unaudited) ...........................................     4

         Condensed Consolidated Statements of Operations for the Six Months Ended
              June 30, 2001 and 2000 (Unaudited) ...........................................     5

         Condensed Consolidated Statements of Cash Flows for the Six Months Ended
              June 30, 2001 and 2000 (Unaudited) ...........................................     6

         Notes to Condensed Consolidated Financial Statements (Unaudited) ..................  7-21

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of
              Operations ................................................................... 22-27

Item 3.  Quantitative and Qualitative Disclosures About Market Risk ........................    28

PART II. OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security-Holders ...............................    28

Item 6.  Exhibits and Reports on Form 8-K ..................................................    29

         Signature .........................................................................    30
</TABLE>




                                       2
<PAGE>


PART I.   FINANCIAL INFORMATION

ITEM 1.   UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                           IRON MOUNTAIN INCORPORATED
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In Thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                        JUNE 30,       DECEMBER 31,
                                                          2001            2000
                                                          ----            ----
<S>                                                  <C>            <C>
ASSETS
Current Assets:
   Cash and cash equivalents ......................   $    36,837    $     6,200
   Accounts receivable (less allowances of $18,056
     and $15,989 respectively) ....................       215,531        176,442
   Deferred income taxes ..........................        30,642         30,990
   Prepaid expenses and other .....................        37,828         23,036
                                                      -----------    -----------
         Total Current Assets .....................       320,838        236,668
Property, Plant and Equipment:
   Property, plant and equipment ..................     1,080,348        984,939
   Less: Accumulated depreciation .................      (194,293)      (152,545)
                                                      -----------    -----------
         Property, Plant and Equipment, net .......       886,055        832,394
Other Assets, net:
   Goodwill .......................................     1,544,875      1,525,630
   Customer acquisition costs .....................        31,391         27,692
   Deferred financing costs .......................        19,920         14,534
   Other ..........................................        20,349         22,178
                                                      -----------    -----------
         Total Other Assets, net ..................     1,616,535      1,590,034
                                                      -----------    -----------
         Total Assets .............................   $ 2,823,428    $ 2,659,096
                                                      ===========    ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
   Current portion of long-term debt ..............   $    31,395    $    40,789
   Accounts payable ...............................        48,822         42,531
   Accrued expenses ...............................       158,764        153,291
   Deferred income ................................        78,738         53,884
   Other current liabilities ......................        23,342         23,558
                                                      -----------    -----------
         Total Current Liabilities ................       341,061        314,053
Long-term Debt, net of current portion ............     1,420,946      1,314,342
Other Long-term Liabilities .......................         9,687          7,920
Deferred Rent .....................................        17,139         16,346
Deferred Income Taxes .............................        44,142         38,948

Minority Interest .................................        67,976         43,029

Shareholders' Equity:
   Common stock ...................................           558            553
   Additional paid-in capital .....................       998,628        990,854
   Accumulated deficit ............................       (66,185)       (59,383)
   Accumulated other comprehensive items ..........       (10,524)        (7,566)
                                                      -----------    -----------
         Total Shareholders' Equity ...............       922,477        924,458
                                                      -----------    -----------

         Total Liabilities and Shareholders' Equity   $ 2,823,428    $ 2,659,096
                                                      ===========    ===========
</TABLE>

  THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
                                  STATEMENTS.


                                       3
<PAGE>


                           IRON MOUNTAIN INCORPORATED
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (In Thousands, except Per Share Data)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                          THREE MONTHS ENDED
                                                                               JUNE 30,
                                                                        ----------------------
                                                                           2001         2000
                                                                           ----         ----
<S>                                                                    <C>          <C>
Revenues:
   Storage ..........................................................    $171,891     $148,445
   Service and storage material sales ...............................     121,443      104,120
                                                                        ---------    ---------
         Total Revenues .............................................     293,334      252,565

Operating Expenses:
   Cost of sales (excluding depreciation) ...........................     139,030      121,973
   Selling, general and administrative ..............................      78,686       64,724
   Depreciation and amortization ....................................      37,788       31,644
   Stock option compensation expense ................................        --         14,939
   Merger-related expenses ..........................................         377        3,875
                                                                        ---------    ---------
         Total Operating Expenses ...................................     255,881      237,155
                                                                        ---------    ---------

Operating Income ....................................................      37,453       15,410

Interest Expense ....................................................      34,043       30,245
Other Income (Expense) ..............................................       7,015       (3,699)
                                                                        ---------    ---------
         Income (Loss) Before Provision for Income Taxes and
             Minority Interest ......................................      10,425      (18,534)

Provision for Income Taxes ..........................................      16,091        9,847
Minority Interest in Losses of Subsidiaries .........................        (700)        (136)
                                                                        ---------    ---------
         Loss before Extraordinary Item .............................      (4,966)     (28,245)

Extraordinary Charge from Early Extinguishment of Debt (net of tax
   benefit of $3,300) ...............................................      (4,780)        --
                                                                        ---------    ---------
         Net Loss ...................................................     $(9,746)    $(28,245)
                                                                        =========    =========
Net Loss per Common Share - Basic and Diluted:
   Loss before Extraordinary Item ...................................      $(0.09)      $(0.52)
   Extraordinary Charge from Early Extinguishment of Debt ...........       (0.09)        --
                                                                        ---------    ---------
         Net Loss per Share - Basic and Diluted .....................      $(0.18)      $(0.52)
                                                                        =========    =========
Weighted Average Common Shares Outstanding - Basic and Diluted ......      55,651       54,641
                                                                        =========    =========
</TABLE>


  THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
                                  STATEMENTS.


                                       4
<PAGE>


                           IRON MOUNTAIN INCORPORATED
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (In Thousands, except Per Share Data)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                           SIX MONTHS ENDED
                                                                                JUNE 30,
                                                                        ----------------------
                                                                          2001          2000
                                                                          ----          ----
<S>                                                                     <C>         <C>
Revenues:
   Storage ..........................................................    $339,756     $273,384
   Service and storage material sales ...............................     237,500      191,318
                                                                        ---------    ---------
         Total Revenues .............................................     577,256      464,702

Operating Expenses:
   Cost of sales (excluding depreciation) ...........................     278,850      226,431
   Selling, general and administrative ..............................     149,003      118,181
   Depreciation and amortization ....................................      73,506       57,947
   Stock option compensation expense ................................        --         14,939
   Merger-related expenses ..........................................       1,178        4,391
                                                                        ---------    ---------
         Total Operating Expenses ...................................     502,537      421,889
                                                                        ---------    ---------
Operating Income ....................................................      74,719       42,813

Interest Expense ....................................................      68,030       54,028
Other Expense .......................................................      (2,172)      (4,480)
                                                                        ---------    ---------
         Income (Loss) Before Provision for Income Taxes and
             Minority Interest ......................................       4,517      (15,695)

Provision for Income Taxes ..........................................       7,254       18,376
Minority Interest in Losses of Subsidiaries .........................        (970)        (443)
                                                                        ---------    ---------
         Loss before Extraordinary Item .............................      (1,767)     (33,628)

Extraordinary Charge from Early Extinguishment of Debt (net of tax
   benefit of $3,300) ...............................................      (4,780)        --
                                                                        ---------    ---------
         Net Loss ...................................................     $(6,547)    $(33,628)
                                                                        =========    =========
Net Loss per Common Share - Basic and Diluted:
   Loss before Extraordinary Item ...................................      $(0.03)      $(0.66)
   Extraordinary Charge from Early Extinguishment of Debt ...........       (0.09)        --
                                                                        ---------    ---------
         Net Loss per Share - Basic and Diluted .....................      $(0.12)      $(0.66)
                                                                        =========    =========
Weighted Average Common Shares Outstanding - Basic and Diluted ......      55,540       51,292
                                                                        =========    =========
</TABLE>


  THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
                                  STATEMENTS.



                                       5
<PAGE>



                           IRON MOUNTAIN INCORPORATED
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In Thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                      SIX MONTHS ENDED
                                                                                          JUNE 30,
                                                                                -------------------------
                                                                                      2001        2000
                                                                                      ----        ----
<S>                                                                             <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Loss ..................................................................   $  (6,547)   $ (33,628)
    Adjustments to Reconcile Net Loss before Extraordinary Item:
       Extraordinary Charge from Early Extinguishment of Debt .................       4,780         --
                                                                                  ---------    ---------
    Loss before Extraordinary Item ............................................      (1,767)     (33,628)
    Adjustments to Reconcile Net Loss before Extraordinary Item to Cash
     Provided by Operating Activities:
       Minority Interests in Losses of Subsidiaries ...........................        (970)        (443)
       Depreciation and Amortization ..........................................      73,506       57,947
       Amortization of Deferred Financing Costs and Bond Discount .............       2,361        1,478
       Provision for Doubtful Accounts ........................................       6,172        2,810
       Stock Option Compensation Expense ......................................        --         14,939
       Foreign Currency Loss ..................................................       2,172        4,480
       Other, Net .............................................................         (39)         754
    Changes in Assets and Liabilities (Exclusive of Acquisitions):
       Accounts Receivable ....................................................     (19,192)      (6,817)
       Prepaid Expenses and Other Current Assets ..............................      (2,679)       6,663
       Deferred Income Taxes ..................................................       8,296       20,348
       Other Assets ...........................................................        (206)         328
       Accounts Payable .......................................................      (2,135)     (14,547)
       Accrued Expenses .......................................................      (2,009)      19,476
       Deferred Income ........................................................      (1,488)      (1,421)
       Other Current Liabilities ..............................................          56         --
       Deferred Rent ..........................................................         785        1,079
       Other Long-term Liabilities ............................................         (55)        (375)
                                                                                  ---------    ---------
             Cash Flows Provided by Operating Activities ......................      62,808       73,071

CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital Expenditures ......................................................     (89,975)     (62,766)
    Cash Paid for Acquisitions, net of cash acquired ..........................     (44,769)     (71,099)
    Investment in Convertible Preferred Stock .................................        --         (6,500)
    Additions to Customer Acquisition Costs ...................................      (5,832)      (5,101)
    Other, Net ................................................................         632         (543)
                                                                                  ---------    ---------
             Cash Flows Used in Investing Activities ..........................    (139,944)    (146,009)

CASH FLOWS FROM FINANCING ACTIVITIES:
    Repayment of Debt .........................................................    (112,349)    (295,093)
    Early Retirement of Senior Subordinated Notes .............................    (133,726)        --
    Proceeds from Borrowings ..................................................     104,819      361,831
    Net Proceeds from Sale of Senior Subordinated Notes .......................     218,590         --
    Equity Contributions from Minority Shareholders ...........................      24,744         --
    Debt Financing from (Repayment to) Minority Shareholders ..................        (271)       9,479
    Proceeds from Exercise of Stock Options ...................................       6,145        3,862
    Financing and Stock Issuance Costs ........................................        (185)      (3,068)
                                                                                  ---------    ---------
             Cash Flows Provided by Financing Activities ......................     107,767       77,011

Effect of Exchange Rates on Cash and Cash Equivalents .........................           6          444
                                                                                  ---------    ---------
Increase in Cash and Cash Equivalents .........................................      30,637        4,517
Cash and Cash Equivalents, Beginning of Period ................................       6,200        3,830
                                                                                  ---------    ---------
Cash and Cash Equivalents, End of Period ......................................   $  36,837    $   8,347
                                                                                  =========    =========
</TABLE>


  THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
                                  STATEMENTS.


                                       6
<PAGE>


                           IRON MOUNTAIN INCORPORATED
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (In Thousands)
                                   (Unaudited)

(1) GENERAL

The interim condensed consolidated financial statements presented herein have
been prepared by Iron Mountain Incorporated ("Iron Mountain" or the "Company")
without audit and, in the opinion of management, reflect all adjustments of a
normal recurring nature necessary for a fair presentation. Interim results are
not necessarily indicative of results for a full year.

The condensed consolidated balance sheet presented as of December 31, 2000 has
been derived from the consolidated financial statements that have been audited
by the Company's independent public accountants. The unaudited condensed
consolidated financial statements have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in the annual financial statements
prepared in accordance with generally accepted accounting principles have been
omitted pursuant to those rules and regulations, but the Company believes that
the disclosures are adequate to make the information presented not misleading.
The condensed consolidated financial statements and notes included herein should
be read in conjunction with the consolidated financial statements and notes
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2000.

Certain reclassifications have been made to the 2000 financial statements to
conform to the 2001 presentation.


(2) COMPREHENSIVE LOSS

Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting
Comprehensive Income," requires presentation of the components of comprehensive
income (loss), including the changes in equity from non-owner sources such as
unrealized gains (losses) on securities and foreign currency translation
adjustments. The Company's total comprehensive loss is as follows:


<TABLE>
<CAPTION>
                                                      THREE MONTHS ENDED JUNE 30,  SIX MONTHS ENDED JUNE 30,
                                                       --------------------------  -------------------------
                                                         2001            2000         2001           2000
                                                         ----            ----         ----           ----
<S>                                                  <C>              <C>         <C>             <C>
Comprehensive Loss:
    Net Loss ......................................   $ (9,746)        $(28,245)   $ (6,547)       $(33,628)
    Other Comprehensive Loss:
        Foreign Currency Translation Adjustment ...       (262)          (2,598)     (1,050)         (2,477)
        Transition Adjustment Charge ..............       --               --          (214)           --
        Unrealized Gain (Loss) on Hedging Contracts      2,346             --        (1,694)           --
                                                      --------         --------    --------        --------
    Comprehensive Loss ............................   $ (7,662)        $(30,843)   $ (9,505)       $(36,105)
                                                      ========         ========    ========        ========
</TABLE>



                                       7
<PAGE>

                           IRON MOUNTAIN INCORPORATED
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (In Thousands)
                                   (Unaudited)
                                   (Continued)


(3) DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The Company adopted the provisions of SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," on January 1, 2001. The adoption of SFAS
No. 133 on January 1, 2001 resulted in the recognition of a derivative liability
and a corresponding transition adjustment charge to accumulated other
comprehensive items of approximately $214.

The Company has entered into three interest rate swap agreements, which are
derivatives as defined by SFAS No. 133 and designated as cash flow hedges. These
swap agreements hedge interest rate risk on certain amounts of its Tranche B
debt as well as certain variable operating lease commitments. For all qualifying
and highly effective cash flow hedges, the changes in the fair value of the
derivatives are recorded in other comprehensive income. As a result of these
interest rate swap agreements, the Company has recorded a derivative liability
of and a corresponding cumulative charge to accumulated other comprehensive
items of $1,908 at June 30, 2001.

For the three and six months ended June 30, 2001, the Company recorded net
losses of $397 and $456 resulting from interest rate swap settlements in
interest, and $125 and $134 in rent expense, respectively. All interest rate
swap agreements were determined to be highly effective whereby no
ineffectiveness was recorded in earnings.


(4) ACQUISITIONS

During the six months ended June 30, 2001, the Company purchased substantially
all of the assets, and assumed certain liabilities, of ten businesses.

Each of the 2001 acquisitions and all 12 of the records and information
management services businesses acquired during 2000 were accounted for using the
purchase method of accounting and, accordingly, the results of operations for
each acquisition have been included in the consolidated results of the Company
from their respective acquisition dates. In connection with certain 2001 and
2000 acquisitions, related real estate was also purchased. The aggregate
purchase price for the 2001 acquisitions exceeded the underlying fair value of
the net assets acquired by $53,169 which has been assigned to goodwill and is
being amortized over 25 to 30 years.

In connection with the 2001 and 2000 acquisitions, the Company has undertaken
certain restructurings of the acquired businesses. The restructuring activities
include certain reductions in staffing levels, elimination of duplicate
facilities and other costs associated with exiting certain activities of the
acquired businesses. These restructuring activities were recorded as costs of
the acquisitions and were provided in accordance with Emerging Issues Task Force
Issue No. 95-3, "Recognition of Liabilities in Connection with a Purchase
Business Combination." The Company finalizes its restructuring plans for each
business no later than one year from the date of acquisition. Unresolved matters
primarily include completion of planned abandonments of facilities and employee
severance costs for certain 2001 and 2000 acquisitions.



                                       8
<PAGE>

                           IRON MOUNTAIN INCORPORATED
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (In Thousands)
                                   (Unaudited)
                                   (Continued)


(4) ACQUISITIONS (CONTINUED)

The following is a summary of reserves related to such restructuring activities:

<TABLE>
<CAPTION>
                                                                         JUNE 30,   DECEMBER 31,
                                                                           2001        2000
                                                                           ----        ----
<S>                                                                    <C>         <C>
Reserves, Beginning Balance .........................................   $ 28,514    $  9,340
Reserves Established ................................................      1,162      31,409
Expenditures ........................................................     (4,722)     (7,539)
Adjustments to Goodwill .............................................     (1,335)     (4,696)
                                                                        --------    ---------
Reserves, Ending Balance ............................................   $ 23,619    $ 28,514
                                                                        ========    =========
</TABLE>


At June 30, 2001, the restructuring reserves related to acquisitions consisted
of lease losses on abandoned facilities ($15,180), severance costs for
approximately 11 people ($1,293) and other exit costs ($7,146). These accruals
are expected to be used within one year of the finalization of the restructuring
plans except for lease losses of $8,883 and severance contracts of approximately
$615, all of which are based on contracts that extend beyond one year.


(5)    LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                                                                JUNE 30, 2001              DECEMBER 31, 2000
                                                                                -------------              -----------------
                                                                          CARRYING          FAIR          CARRYING        FAIR
                                                                           AMOUNT           VALUE          AMOUNT        VALUE
                                                                          --------          -----         --------       -----
<S>                                                                    <C>            <C>           <C>            <C>
Revolving Credit Facility due 2005 ..................................   $      --      $      --      $     4,000   $     4,000
Tranche A Term Loan due 2005 ........................................       150,000        150,000        150,000       150,000
Tranche B Term Loan due 2006 ........................................       199,250        199,250        199,750       199,750
11 1/8% Senior Subordinated Notes due 2006 (the "11-1/8% notes").....         5,462          5,777        131,517       136,500
10 1/8% Senior Subordinated Notes due 2006 (the "10-1/8% notes").....       165,000        174,500        165,000       170,800
9 1/8%  Senior Subordinated Notes due 2007 (the "9-1/8% notes")......       114,660        125,400        114,216       118,800
8 3/4% Senior Subordinated Notes due 2009 (the "8-3/4% notes").......       249,667        255,000        249,646       245,600
8 1/4% Senior Subordinated Notes due 2011 (the "8-1/4% notes").......       149,557        148,900        149,535       141,400
8 5/8% Senior Subordinated Notes due 2013 (the "8-5/8% notes").......       225,000        227,000           --            --
8 1/8% Senior Subordinated Notes due 2008 (the "Subsidiary notes")...       121,804        134,300        120,850       128,600
Real Estate Mortgage ................................................        22,187         22,187         20,457        20,457
Seller Notes ........................................................        12,307         12,307         13,971        13,971
Other ...............................................................        37,447         37,447         36,189        36,189
                                                                          -----------                 -----------
Long-term debt ......................................................     1,452,341                     1,355,131
Less current portion ................................................       (31,395)                      (40,789)
                                                                        -----------                   -----------
Long-term debt, net of current portion ..............................   $ 1,420,946                   $ 1,314,342
                                                                        ===========                   ===========
</TABLE>



                                       9
<PAGE>

                           IRON MOUNTAIN INCORPORATED
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (In Thousands)
                                   (Unaudited)
                                   (Continued)


(5) LONG-TERM DEBT (CONTINUED)

The estimated fair values for the long-term debt are based on the borrowing
rates available to the Company at June 30, 2001 and December 31, 2000 for loans
with similar terms and average maturities. The fair values of the 11-1/8% notes,
10-1/8% notes, 9-1/8% notes, 8-3/4% notes, 8-1/4% notes, 8-5/8% notes
(collectively, the "Parent Notes") and the Subsidiary notes are based on the
quoted market prices for those notes on June 30, 2001 and December 31, 2000.

In April 2001, Iron Mountain completed an underwritten public offering of
$225,000 in aggregate principal amount of 8-5/8% Senior Subordinated Notes due
2013. The 8-5/8% notes were issued at a price to investors of 100% of par. The
net proceeds to the Company, $218,590 after paying the underwriters' discounts
and commissions and related expenses, were used to fund the Company's offer to
purchase and consent solicitation relating to its outstanding 11-1/8% Senior
Subordinated Notes due 2006, to repay outstanding borrowings under the Company's
revolving credit facility and for general corporate purposes, including
acquisitions.

In April 2001, the Company received and accepted tenders for $124,588 of the
outstanding principal amount of its 11-1/8% notes. The Company recorded an
extraordinary charge of $4,780 (net of tax benefit of $3,300) in the second
quarter related to the early retirement of the 11-1/8% notes. The Company
redeemed the remaining $5,412 of outstanding principal amount of the 11-1/8%
notes in July 2001, at a redemption price (expressed as a percentage of
principal amount) of 105.563%, plus accrued and unpaid interest, totaling
$6,016.



                                       10
<PAGE>


                           IRON MOUNTAIN INCORPORATED
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (In Thousands)
                                   (Unaudited)
                                   (Continued)


(6) SELECTED CONSOLIDATED FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND NON-
GUARANTORS

The following financial data summarizes the consolidating Company on the
equity method of accounting as of June 30, 2001 and December 31, 2000 and for
the three and six month periods ended June 30, 2001 and 2000. The Guarantor
column includes all subsidiaries that guarantee the Parent notes and the
Subsidiary notes. The Canada Company column includes Iron Mountain Canada
Corporation ("Canada Company") and the Company's other Canadian subsidiaries
that guarantee the Subsidiary notes, but do not guarantee the Parent notes.
The Parent and the Guarantors also guarantee the Subsidiary notes issued by
Canada Company. The subsidiaries that do not guarantee either the Parent
notes or the Subsidiary notes are referred to in the table as the
"non-guarantors."

<TABLE>
<CAPTION>
                                                                                  JUNE 30, 2001
                                                  -------------------------------------------------------------------------------
                                                                                CANADA        NON-
                                                      PARENT     GUARANTORS    COMPANY    GUARANTORS   ELIMINATIONS  CONSOLIDATED
                                                      ------    -----------    -------    ----------   ------------- ------------
<S>                                               <C>           <C>            <C>           <C>            <C>            <C>
ASSETS
Current Assets:
  Cash and Cash Equivalents ....................   $     --     $   23,127    $  1,724     $ 11,986    $      --      $   36,837
  Accounts Receivable ..........................         --        177,759      15,747       22,025           --         215,531
  Intercompany Receivable (Payable) ............      614,934     (499,507)    (94,508)     (20,919)          --            --
  Other Current Assets .........................         --         62,425       3,116        2,929           --          68,470
                                                   ----------   -----------   ---------    ---------   ------------   -----------
    Total Current Assets .......................      614,934     (236,196)    (73,921)      16,021           --         320,838
Property, Plant and Equipment, net .............          --       719,706      71,395       94,954           --         886,055
Other Assets:
  Long-term Intercompany Receivable ............      535,979         --          --           --         (535,979)         --
  Long-term Notes Receivable from Affiliates ...      654,278         --          --           --         (654,278)         --
  Investment in Subsidiaries ...................      390,086       85,286        --           --         (475,372)         --
  Goodwill, net ................................         --      1,264,271     124,117      146,022         10,465     1,544,875
  Other ........................................       26,496       40,316      10,639          727         (6,518)       71,660
                                                   ----------   -----------   ---------    ---------   ------------   -----------
    Total Other Assets .........................    1,606,839    1,389,873     134,756      146,749     (1,661,682)    1,616,535
                                                   ----------   -----------   ---------    ---------   ------------   -----------
    Total Assets ...............................   $2,221,773   $1,873,383    $132,230     $257,724    $(1,661,682)   $2,823,428
                                                   ==========   ===========   =========    =========   ============   ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
  Total Current Liabilities ....................   $   33,584   $  210,075    $  14,348    $ 83,054    $      --      $  341,061
  Long-term Debt, Net of Current Portion .......    1,265,712        1,782      126,558      26,894           --       1,420,946
  Long-term Intercompany Payable ...............        --         535,979         --          --         (535,979)         --
  Long-term Notes Payable to Affiliates ........        --         654,278         --          --         (654,278)         --
  Other Long-term Liabilities ..................        --          74,587          858       2,041         (6,518)       70,968
  Minority Interest ............................        --            --           --           709         67,267        67,976
  Shareholders' Equity .........................      922,477      396,682       (9,534)    145,026       (532,174)      922,477
                                                   ----------   -----------   ----------   ---------   ------------   ----------
    Total Liabilities and Shareholders' Equity .   $2,221,773   $1,873,383    $ 132,230    $257,724    $(1,661,682)   $2,823,428
                                                   ==========   ===========   ==========   =========   ============   ==========

</TABLE>


                                       11
<PAGE>


                           IRON MOUNTAIN INCORPORATED
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (In Thousands)
                                   (Unaudited)
                                   (Continued)


(6) SELECTED CONSOLIDATED FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND NON-
GUARANTORS (CONTINUED)


<TABLE>
<CAPTION>
                                                                                DECEMBER 31, 2000
                                             ------------------------------------------------------------------------------------
                                                                             CANADA         NON-
                                                  PARENT      GUARANTORS     COMPANY     GUARANTORS    ELIMINATIONS   CONSOLIDATED
                                                  -------     ----------    ---------    -----------   ------------   ------------
<S>                                           <C>           <C>           <C>           <C>          <C>             <C>
ASSETS
Current Assets:
 Cash and Cash Equivalents ................    $      191    $    3,336    $     302     $   2,371    $      --       $    6,200
 Accounts Receivable ......................         7,060       140,095       12,370        16,917           --          176,442
 Intercompany Receivable (Payable) ........       795,522      (658,022)     (98,386)      (45,060)         5,946           --
 Other Current Assets .....................           531        46,605          827         6,063           --           54,026
                                               -----------   -----------   ----------    ----------   ------------    -----------
   Total Current Assets ..................        803,304      (467,986)     (84,887)      (19,709)         5,946        236,668
Property, Plant and Equipment, net ..........      99,549       586,504       66,953        79,388           --          832,394
Other Assets:
 Long-term Intercompany Receivable ........       344,300          --           --            --         (344,300)          --
 Long-term Notes Receivable from Affiliates...    607,600       124,100         --            --         (731,700)          --
 Investment in Subsidiaries ...............       370,830        49,626         --            --         (420,456)          --
 Goodwill, net ............................          --       1,255,302      138,663       121,096         10,569      1,525,630
 Other ....................................        20,986        42,956       11,036         1,834        (12,408)        64,404
                                               -----------   -----------   ----------    ----------   ------------    -----------
   Total Other Assets ..................        1,343,716     1,471,984      149,699       122,930     (1,498,295)     1,590,034
                                               -----------   -----------   ----------    ----------   ------------    -----------
   Total Assets ........................       $2,246,569    $1,590,502    $ 131,765     $ 182,609    $(1,492,349)    $2,659,096
                                               ==========    ==========    =========     =========    ============    ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
 Total Current Liabilities ..............      $   26,921    $  189,362    $  12,429     $  79,378    $     5,963     $  314,053
 Long-term Debt, Net of Current Portion .       1,170,884         3,513      124,834        15,111           --        1,314,342
 Long-term Intercompany Payable .........            --         344,300         --            --         (344,300)          --
 Long-term Notes Payable to Affiliates ..         124,100       607,600         --            --         (731,700)          --
 Other Long-term Liabilities ............             206        73,693          113         1,610        (12,408)        63,214
 Minority Interest ......................            --            --           --          (1,636)        44,665         43,029
 Shareholders' Equity ...................         924,458       372,034       (5,611)       88,146       (454,569)       924,458
                                               -----------   -----------   ----------    ----------   ------------    -----------
   Total Liabilities and Shareholders'
     Equity .............................      $2,246,569    $1,590,502    $ 131,765     $ 182,609    $(1,492,349)    $2,659,096
                                               ==========    ==========    =========     =========    ============    ==========
</TABLE>


                                       12
<PAGE>


                           IRON MOUNTAIN INCORPORATED
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (In Thousands)
                                   (Unaudited)
                                   (Continued)


(6) SELECTED CONSOLIDATED FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND NON-
GUARANTORS (CONTINUED)

<TABLE>
<CAPTION>
                                                                           THREE MONTHS ENDED JUNE 30, 2001
                                                   -----------------------------------------------------------------------------
                                                                              CANADA         NON-
                                                     PARENT     GUARANTORS    COMPANY     GUARANTORS  ELIMINATIONS  CONSOLIDATED
                                                   ----------   ----------    --------    ----------  ------------  ------------
<S>                                                <C>        <C>          <C>             <C>          <C>           <C>
Revenues:
 Storage ........................................   $    --      $ 149,666   $   8,279    $  13,946    $    --      $ 171,891
 Service and Storage Material Sales .............        --        103,527       8,941        8,975         --        121,443
                                                    ---------    ---------   ---------    ---------    ---------    ---------
  Total Revenues ................................        --        253,193      17,220       22,921         --        293,334

Operating Expenses:
Cost of Sales (Excluding Depreciation) ..........        --        117,983       8,367       12,680         --        139,030
Selling, General and Administrative .............        --         68,960       3,530        6,196         --         78,686
Depreciation and Amortization ...................        --         32,135       2,564        3,089         --         37,788
Merger-related Expenses .........................        --            377        --           --           --            377
                                                    ---------    ---------   ---------    ---------    ---------    ---------
  Total Operating Expenses ......................        --        219,455      14,461       21,965         --        255,881
                                                    ---------    ---------   ---------    ---------    ---------    ---------
Operating Income ................................        --         33,738       2,759          956         --         37,453
Interest Expense, net ...........................      13,190       14,841       4,063        1,949         --         34,043
Equity in the (Earnings) Losses of
  Subsidiaries ..................................      (8,224)       1,113        --           --          7,111         --
Other Income (Expense), net .....................        --          2,003       5,024          (12)        --          7,015
                                                    ---------    ---------   ---------    ---------    ---------    ---------
  Income (Loss) Before Provision (Benefit)
     for Income Taxes and Minority Interest
     Expense ....................................      (4,966)      19,787       3,720       (1,005)      (7,111)      10,425
Provision (Benefit) for Income Taxes ............        --         15,846        (603)         848         --         16,091
Minority Interests in Losses of
  Subsidiaries ..................................        --           --          --           (700)        --           (700)
                                                    ---------    ---------   ---------    ---------    ---------    ---------
  Income (Loss) before Extraordinary Item .......      (4,966)       3,941       4,323       (1,153)      (7,111)      (4,966)
Extraordinary Charge from Early
  Extinguishment of Debt (Net of Tax
  Benefit of $3,300) ............................      (4,780)        --          --           --           --         (4,780)
                                                    ---------    ---------   ---------    ---------    ---------    ---------
  Net Income (Loss) .............................   $  (9,746)   $   3,941   $   4,323    $  (1,153)   $  (7,111)   $  (9,746)
                                                    =========    =========   =========    =========    =========    =========
</TABLE>



                                       13
<PAGE>


                           IRON MOUNTAIN INCORPORATED
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (In Thousands)
                                   (Unaudited)
                                   (Continued)

(6) SELECTED CONSOLIDATED FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND NON-
GUARANTORS (CONTINUED)

<TABLE>
<CAPTION>
                                                                         THREE MONTHS ENDED JUNE 30, 2000
                                                 ---------------------------------------------------------------------------------
                                                                              CANADA          NON-
                                                    PARENT     GUARANTORS     COMPANY      GUARANTORS   ELIMINATIONS  CONSOLIDATED
                                                 -----------   ----------     --------     -----------  ------------  ------------
<S>                                             <C>           <C>           <C>           <C>           <C>           <C>
Revenues:
  Storage .....................................  $     869     $ 131,388     $   6,643     $   9,545     $    --       $ 148,445
  Service and Storage Material Sales ..........      4,741        85,788         7,007         7,831        (1,247)      104,120
                                                 ---------     ---------     ---------     ---------     ---------     ---------
    Total Revenues ............................      5,610       217,176        13,650        17,376        (1,247)      252,565

Operating Expenses:
  Cost of Sales (Excluding Depreciation) ......      3,129       105,046         6,004        10,880        (3,086)      121,973
  Selling, General and Administrative .........        960        54,216         3,895         3,814         1,839        64,724
  Depreciation and Amortization ...............      1,389        26,670         1,575         2,010          --          31,644
  Stock Option Compensation Expense ...........       --          14,939          --            --            --          14,939
  Merger-related Expenses .....................       --           3,753           122          --            --           3,875
                                                 ---------     ---------     ---------     ---------     ---------     ---------
    Total Operating Expenses ..................      5,478       204,624        11,596        16,704        (1,247)      237,155
                                                 ---------     ---------     ---------     ---------     ---------     ---------
Operating Income ..............................        132        12,552         2,054           672          --          15,410

Interest Expense, net .........................     11,516        13,586         4,428           715          --          30,245
Equity in the Losses of Subsidiaries ..........     18,981           186          --            --         (19,167)         --
Other Expense, net ............................       --            (713)       (2,108)         (878)         --          (3,699)
                                                 ---------     ---------     ---------     ---------     ---------     ---------
    Loss Before Provision (Benefit) for
      Income Taxes and Minority Interest
        Expense ...............................    (30,365)       (1,933)       (4,482)         (921)       19,167       (18,534)

Provision (Benefit) for Income Taxes ..........     (2,120)       12,536          (371)         (198)         --           9,847
Minority Interests in Losses of
  Subsidiaries ................................       --            --            --            (136)         --            (136)
                                                 ---------     ---------     ---------     ---------     ---------     ---------
    Net Loss ..................................  $ (28,245)    $ (14,469)    $  (4,111)    $    (587)    $  19,167     $ (28,245)
                                                 =========     =========     =========     =========     =========     =========
</TABLE>



                                       14
<PAGE>



                           IRON MOUNTAIN INCORPORATED
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (In Thousands)
                                   (Unaudited)
                                   (Continued)


(6) SELECTED CONSOLIDATED FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND NON-
GUARANTORS (CONTINUED)

<TABLE>
<CAPTION>
                                                                            SIX MONTHS ENDED JUNE 30, 2001
                                                    ------------------------------------------------------------------------------
                                                                               CANADA         NON-
                                                      PARENT    GUARANTORS     COMPANY     GUARANTORS  ELIMINATIONS  CONSOLIDATED
                                                    ---------   -----------    --------    ----------  ------------  ------------
<S>                                                 <C>         <C>          <C>          <C>          <C>          <C>
Revenues:
  Storage ........................................  $    --      $ 296,241    $  16,681    $  26,834    $    --      $ 339,756
  Service and Storage Material Sales .............       --        203,515       17,208       16,777         --        237,500
                                                    ---------    ---------    ---------    ---------    ---------    ---------
    Total Revenues ...............................       --        499,756       33,889       43,611         --        577,256

Operating Expenses:
  Cost of Sales (Excluding Depreciation) .........       --        237,473       17,104       24,273         --        278,850
  Selling, General and Administrative ............         75      131,233        6,281       11,414         --        149,003
  Depreciation and Amortization ..................       --         62,623        5,048        5,835         --         73,506
  Merger-related Expenses ........................       --          1,149         --             29         --          1,178
                                                    ---------    ---------    ---------    ---------    ---------    ---------
    Total Operating Expenses .....................         75      432,478       28,433       41,551         --        502,537
                                                    ---------    ---------    ---------    ---------    ---------    ---------
Operating Income (Loss) ..........................        (75)      67,278        5,456        2,060         --         74,719

Interest Expense, net ............................     26,360       29,722        8,113        3,835         --         68,030
Equity in the (Earnings) Losses of
  Subsidiaries ...................................    (24,668)       1,198         --           --         23,470         --
Other Expense, net ...............................       --           (889)      (1,270)         (13)        --         (2,172)
                                                    ---------    ---------    ---------    ---------    ---------    ---------
    Income (Loss) Before Provision for Income
      Taxes and Minority Interest Expense ........     (1,767)      35,469       (3,927)      (1,788)     (23,470)       4,517

Provision for Income Taxes .......................       --          6,746           14          494         --          7,254
Minority Interests in Losses of
  Subsidiaries ...................................       --           --           --           (970)        --           (970)
                                                    ---------    ---------    ---------    ---------    ---------    ---------
    Income (Loss) before Extraordinary Item ......     (1,767)      28,723       (3,941)      (1,312)     (23,470)      (1,767)
Extraordinary Charge from Early Extinguishment
     of Debt (Net of Tax Benefit of $3,300) ......     (4,780)        --           --           --           --         (4,780)
                                                    ---------    ---------    ---------    ---------    ---------    ---------
     Net Income (Loss) ...........................  $  (6,547)   $  28,723    $  (3,941)   $  (1,312)   $ (23,470)   $  (6,547)
                                                    =========    =========    =========    =========    =========    =========
</TABLE>



                                       15
<PAGE>


                           IRON MOUNTAIN INCORPORATED
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (In Thousands)
                                   (Unaudited)
                                   (Continued)


(6) SELECTED CONSOLIDATED FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND NON-
GUARANTORS (CONTINUED)

<TABLE>
<CAPTION>
                                                                          SIX MONTHS ENDED JUNE 30, 2000
                                                ----------------------------------------------------------------------------------
                                                                              CANADA         NON-
                                                   PARENT      GUARANTORS     COMPANY     GUARANTORS   ELIMINATIONS   CONSOLIDATED
                                                ----------     ----------    ---------    ----------   ------------   ------------
<S>                                             <C>          <C>           <C>             <C>          <C>           <C>
Revenues:
   Storage ....................................  $   1,443    $  242,464    $   11,003      $ 18,474     $     --      $  273,384
   Service and Storage Material Sales .........      7,990       158,292        12,363       14,423        (1,750)        191,318
                                                 ---------    ----------    ----------      -------      ---------     ----------
      Total Revenues ..........................      9,433       400,756        23,366       32,897        (1,750)        464,702

Operating Expenses:
   Cost of Sales (Excluding Depreciation) .....      5,365       194,930        11,140       19,950        (4,954)        226,431
   Selling, General and Administrative ........      1,620       100,138         5,826        7,393         3,204         118,181
   Depreciation and Amortization ..............      1,730        49,471         2,637        4,109            --          57,947
   Stock Option Compensation Expense ..........        --         14,939            --           --            --          14,939
   Merger-related Expenses ....................        --          4,269           122           --            --           4,391
                                                 ---------    ----------    ----------      -------      --------      ----------
      Total Operating Expenses ................      8,715       363,747        19,725      31,452         (1,750)        421,889
                                                 ---------    ----------    ----------      ------       ---------     ----------
Operating Income ..............................        718        37,009         3,641        1,445            --          42,813
Interest Expense, net .........................     18,334        27,096         6,732        1,866            --          54,028
Equity in the Losses of Subsidiaries ..........     19,333            84            --           --         (19,417)           --
Other Expense, net ............................         --          (647)       (2,954)        (879)           --          (4,480)
                                                 ---------    -----------   -----------     --------     --------      -----------
      Income (Loss) Before Provision
        (Benefit) for Income Taxes and
        Minority Interest Expense .............    (36,949)        9,182        (6,045)      (1,300)       19,417         (15,695)
Provision (Benefit) for Income Taxes ..........     (3,321)       22,506          (570)        (239)           --          18,376
Minority Interests in Losses of Subsidiaries ..         --            --            --         (443)           --            (443)
                                                 ---------    ----------    ----------      --------     --------      -----------
      Net Loss ................................  $ (33,628)   $  (13,324)   $   (5,475)     $  (618)     $ 19,417      $  (33,628)
                                                 =========    ===========   ===========     ========     ========      ==========
</TABLE>


                                       16
<PAGE>


                           IRON MOUNTAIN INCORPORATED
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (In Thousands)
                                   (Unaudited)
                                   (Continued)


(6) SELECTED CONSOLIDATED FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND NON-
GUARANTORS (CONTINUED)

<TABLE>
<CAPTION>
                                                                           SIX MONTHS ENDED JUNE 30, 2001
                                                 --------------------------------------------------------------------------------
                                                                                CANADA        NON-
                                                      PARENT    GUARANTORS     COMPANY     GUARANTORS  ELIMINATIONS  CONSOLIDATED
                                                 -------------  ----------     --------    ----------  ------------  ------------
<S>                                                <C>            <C>         <C>          <C>          <C>          <C>
Cash Flows from Operating Activities:
    Cash Flows Provided by (Used in)
      Operating Activities ........................  $ (57,662)   $ 116,583    $     388    $   3,499    $    --      $  62,808

Cash Flows from Investing Activities:
  Cash Paid for Acquisitions, net of cash
    acquired ......................................       --        (27,783)         326      (17,312)        --        (44,769)
  Capital Expenditures ............................       --        (73,035)      (3,063)     (13,877)        --        (89,975)
  Intercompany Loans to Subsidiaries ..............    (20,204)      (4,743)        --           --         24,947         --
  Investment in Subsidiaries ......................     (6,739)      (6,739)        --           --         13,478         --
  Additions to Customer Acquisition Costs .........       --         (5,339)        (151)        (342)        --         (5,832)
  Proceeds from Sales of Property and Equipment ...       --             58            5          569         --            632
                                                     ---------    ---------    ---------    ---------    ---------    ---------
    Cash Flows Used in Investing Activities .......    (26,943)    (117,581)      (2,883)     (30,962)      38,425     (139,944)

Cash Flows from Financing Activities:
  Repayment of Debt ...............................   (109,410)        (142)        (241)      (2,556)        --       (112,349)
  Early Retirement of Senior Subordinated
    Notes .........................................   (133,726)        --           --           --           --       (133,726)
  Proceeds from Borrowings ........................    103,000           73         --          1,746         --        104,819
  Net Proceeds from Sale of Senior
    Subordinated Notes ............................    218,590         --           --           --           --        218,590
  Debt Repayment to  Minority Shareholders ........       --           --           --           (271)        --           (271)
  Equity Contributions from  Minority
      Shareholders ................................       --           --           --         24,744         --         24,744
  Intercompany Loans from Parent ..................       --         14,119        6,072        4,756      (24,947)        --
  Equity Contribution from Parent .................       --          6,739         --          6,739      (13,478)        --
  Proceeds from Exercise of Stock Options .........      6,145         --           --           --           --          6,145
  Debt Financing and Stock Issuance Costs .........       (185)        --           --           --           --           (185)
                                                     ---------    ---------    ---------    ---------    ---------    ---------
    Cash Flows Provided by Financing
      Activities...................................     84,414       20,789        5,831       35,158      (38,425)     107,767
Effect of Exchange Rates on Cash and Cash
  Equivalents .....................................       --           --         (1,914)       1,920         --              6
                                                     ---------    ---------    ---------    ---------    ---------    ---------
Increase (Decrease) in Cash and Cash Equivalents ..       (191)      19,791        1,422        9,615         --         30,637
Cash and Cash Equivalents, Beginning of Period ....        191        3,336          302        2,371         --          6,200
                                                     ---------    ---------    ---------    ---------    ---------    ---------
Cash and Cash Equivalents, End of Period ..........  $    --      $  23,127    $   1,724    $  11,986    $    --      $  36,837
                                                     =========    =========    =========    =========    =========    =========
</TABLE>

                                       17
<PAGE>




                           IRON MOUNTAIN INCORPORATED
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (In Thousands)
                                   (Unaudited)
                                   (Continued)

(6) SELECTED CONSOLIDATED FINANCIAL STATEMENTS OF PARENT, GUARANTORS AND NON-
GUARANTORS (CONTINUED)


<TABLE>
<CAPTION>
                                                                           SIX MONTHS ENDED JUNE 30, 2000
                                                 ---------------------------------------------------------------------------------
                                                                               CANADA        NON-
                                                    PARENT      GUARANTORS     COMPANY     GUARANTORS   ELIMINATIONS  CONSOLIDATED
                                                 ------------   ----------     --------    ----------   ------------  ------------
<S>                                             <C>           <C>            <C>         <C>           <C>           <C>
Cash Flows from Operating Activities:
    Cash Flows Provided by (Used in)
      Operating Activities .........................   $ (13,796)   $  85,576    $  (4,987)   $   6,278    $    --      $  73,071

Cash Flows from Investing Activities:
  Investment in Convertible Preferred Stock ........        --         (6,500)        --           --           --         (6,500)
  Cash Paid for Acquisitions, net of cash
    acquired .......................................      (3,895)     (57,012)          55      (10,247)        --        (71,099)
  Capital Expenditures .............................     (10,960)     (44,397)      (1,999)      (5,410)        --        (62,766)
  Intercompany Loans to Subsidiaries ...............    (239,690)     (18,822)        --           --        258,512         --
  Additions to Customer Acquisition Costs ..........        --         (4,431)        (670)        --           --         (5,101)
  Other, Net .......................................         (11)        (487)         (45)        --           --           (543)
                                                       ---------    ---------    ---------    ---------    ---------    ---------
    Cash Flows Used in Investing
      Activities ...................................    (254,556)    (131,649)      (2,659)     (15,657)     258,512     (146,009)

Cash Flows from Financing Activities:
  Repayment of Debt ................................    (114,830)    (172,277)        (908)      (7,078)        --       (295,093)
  Proceeds from Borrowings .........................     358,500        1,885        1,163          283         --        361,831
  Debt Financing from  Minority Shareholders .......        --           --           --          9,479         --          9,479
  Intercompany Loans from Parent ...................      24,200      214,106        9,973       10,233     (258,512)        --
  Proceeds from Exercise of Stock Options ..........       3,862         --           --           --           --          3,862
  Debt Financing and Stock Issuance Costs ..........      (2,771)        (297)        --           --           --         (3,068)
                                                       ---------    ---------    ---------    ---------    ---------    ---------
    Cash Flows Provided by Financing ...............     268,961       43,417       10,228       12,917     (258,512)      77,011
      Activities

Effect of Exchange Rates on Cash and Cash
  Equivalents ......................................        --             81         (797)       1,160         --            444
                                                       ---------    ---------    ---------    ---------    ---------    ---------
Increase (Decrease) in Cash and Cash Equivalents ...         609       (2,575)       1,785        4,698         --          4,517

Cash and Cash Equivalents, Beginning of Period .....        --          2,260         --          1,570         --          3,830
                                                       ---------    ---------    ---------    ---------    ---------    ---------
Cash and Cash Equivalents, End of Period ...........   $     609    $    (315)   $   1,785    $   6,268    $    --      $   8,347
                                                       =========    =========    =========    =========    =========    =========
</TABLE>


                                       18
<PAGE>


                           IRON MOUNTAIN INCORPORATED
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (In Thousands)
                                   (Unaudited)
                                   (Continued)

(7) EARNINGS PER SHARE

In accordance with SFAS No. 128, "Earnings per Share," basic net income (loss)
per common share is calculated by dividing net income (loss) by the weighted
average number of common shares outstanding. The calculation of diluted net
income (loss) per share is consistent with that of basic net income (loss) per
share but gives effect to all potential common shares (that is, securities such
as options, warrants or convertible securities) that were outstanding during the
period, unless the effect is antidilutive. For the three and six months ended
June 30, 2001, 2,992 potential common shares have been excluded from the
calculation of diluted net loss per share, as their effects are antidilutive.


(8) SEGMENT INFORMATION

An analysis of the Company's business segment information to the respective
information in the consolidated financial statements is as follows:


<TABLE>
<CAPTION>
                                          BUSINESS      OFF SITE
                                          RECORDS         DATA                    CORPORATE      TOTAL
                                        MANAGEMENT     PROTECTION  INTERNATIONAL   & OTHER    CONSOLIDATED
                                        -----------    ----------  -------------  ---------   ------------
<S>                                   <C>           <C>          <C>           <C>            <C>
THREE MONTHS ENDED JUNE 30, 2001
Revenue ...........................   $   193,218       $47,876      $ 39,663   $    12,577    $   293,334
EBITDA ............................        52,986        12,669         8,875         1,088         75,618

THREE MONTHS ENDED JUNE 30, 2000
Revenue ...........................       174,291        41,071        30,626         6,577        252,565
EBITDA ............................        49,930        11,272         5,613          (947)        65,868

SIX MONTHS ENDED JUNE 30, 2001
Revenue ...........................   $   383,140       $92,792      $ 76,542   $    24,782    $   577,256
EBITDA ............................       103,200        23,480        17,554         5,169        149,403
Total Assets ......................     1,085,361        78,814       377,218     1,282,035      2,823,428

SIX MONTHS ENDED JUNE 30, 2000
Revenue ...........................       318,330        79,686        55,500        11,186        464,702
EBITDA ............................        88,595        19,831        10,571         1,093        120,090
</TABLE>


EBITDA, as presented above, is defined as earnings before interest, taxes,
depreciation, amortization, extraordinary items, other income, merger-related
expenses and stock option compensation expense.

The Company's consulting business, previously analyzed as part of Business
Records Management, is now analyzed within the Corporate & Other category. In
addition, certain allocations from Corporate & Other to Business Records
Management and Off Site Data Protection have been changed. To the extent
practicable, the prior period numbers shown above have been adjusted to reflect
both such changes.


                                       19
<PAGE>
                           IRON MOUNTAIN INCORPORATED
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (In Thousands)
                                   (Unaudited)
                                   (Continued)


(8) SEGMENT INFORMATION (CONTINUED)

A reconciliation from the segment information to the consolidated balances for
income (loss) before provision (benefit) for income taxes and minority interest
is as follows:

<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED JUNE 30,      SIX MONTHS ENDED JUNE 30,
                                                       ---------------------------      -------------------------
                                                             2001          2000           2001          2000
                                                             ----          ----           ----          ----
<S>                                                      <C>          <C>              <C>          <C>
EBITDA ................................................    $ 75,618     $ 65,868         $149,403     $120,090
Depreciation and Amortization .........................     (37,788)     (31,644)         (73,506)     (57,947)
Stock Option Compensation Expense .....................        --        (14,939)            --        (14,939)
Merger-related Expenses ...............................        (377)      (3,875)          (1,178)      (4,391)
Interest Expense ......................................     (34,043)     (30,245)         (68,030)     (54,028)
Other Income (Expense), net ...........................       7,015       (3,699)          (2,172)      (4,480)
                                                          ---------    ---------        ---------    ----------
   Income (Loss) Before Provision (Benefit)
      for Income Taxes and Minority Interest ..........    $ 10,425     $(18,534)        $  4,517     $(15,695)
                                                          =========    =========        =========    ==========
</TABLE>

Information as to the Company's operations in different geographical areas is as
follows:

<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED JUNE 30,
                                                          ---------------------------
                                                            2001             2000
                                                            ----             ----
<S>                                                       <C>             <C>
Revenues:
United States .........................................   $253,671         $221,939
International .........................................     39,663           30,626
                                                          --------         --------
   Total Revenues .....................................   $293,334         $252,565
                                                          ========         ========
</TABLE>

<TABLE>
<CAPTION>
                                                            SIX MONTHS ENDED JUNE 30,
                                                            -------------------------
                                                            2001             2000
                                                            ----             ----
<S>                                                       <C>             <C>
Revenues:
United States .........................................   $500,714         $409,202
International .........................................     76,542           55,500
                                                          --------         --------
   Total Revenues .....................................   $577,256         $464,702
                                                          ========         ========
</TABLE>

<TABLE>
<CAPTION>
                                                       JUNE 30, 2001    DECEMBER 31, 2000
                                                       -------------    -----------------
<S>                                                   <C>             <C>
Long-lived Assets:
United States .........................................   $2,072,934        $2,050,257
International .........................................      429,656           372,171
                                                          ----------        ----------
   Total Long-lived Assets.............................   $2,502,590        $2,422,428
                                                          ==========        ==========
</TABLE>


(9) SUBSEQUENT EVENTS

The Company redeemed the remaining $5,412 of principal amount of the 11-1/8%
notes in July 2001, at a redemption price (expressed as a percentage of
principal amount) of 105.563%, plus accrued and unpaid interest, totaling
$6,016.


                                       20
<PAGE>


                           IRON MOUNTAIN INCORPORATED
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (In Thousands)
                                   (Unaudited)
                                   (Continued)



(9) SUBSEQUENT EVENTS (CONTINUED)

In July 2001, the Financial Accounting Standards Board issued SFAS No. 141,
"Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 141 requires all business combinations initiated after June
30, 2001 to be accounted for using the purchase method. Under SFAS No. 142,
goodwill and intangible assets with indefinite lives are no longer amortized
but are reviewed annually for impairment or more frequently if impairment
indicators arise. Separable intangible assets that are not deemed to have
indefinite lives will continue to be amortized over their useful lives. The
amortization provisions of SFAS No. 142 apply to goodwill and intangible
assets acquired after June 30, 2001. With respect to goodwill and intangible
assets acquired prior to July 1, 2001, the Company is required to adopt SFAS
No. 142 effective January 1, 2002. We expect the adoption of SFAS No. 142
will have the impact of reducing our amortization of goodwill and intangibles
commencing January 1, 2002; however, impairment reviews may result in future
periodic write-downs. For the six months ended June 30, 2001, the Company
recorded goodwill amortization of $29,480. The Company is currently
evaluating the effect that the adoption of the provisions of SFAS No. 142
will have on its intangible assets.

                                       21
<PAGE>


                           IRON MOUNTAIN INCORPORATED

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following discussion and analysis of the Company's financial condition and
results of operations for the three and six months ended June 30, 2001 and 2000
should be read in conjunction with the condensed consolidated financial
statements and footnotes for the three and six months ended June 30, 2001
included herein, and the year ended December 31, 2000, included in the Company's
Annual Report on Form 10-K filed with the Securities and Exchange Commission on
March 23, 2001.

OVERVIEW

The Company's consolidated revenues increased $40.8 million, or 16.1%, to $293.3
million for the second quarter of 2001 from $252.6 million for the second
quarter of 2000. Internal revenue growth, calculated in local currency for our
international operations and as if Pierce Leahy had merged with Iron Mountain on
January 1, 2000, was 10.9%. For the six months ended June 30, 2001, the
Company's consolidated revenues were $577.3 million compared to $464.7 million
for the same period last year, an increase of 24.2%. Internal revenue growth,
calculated in local currency for our international operations and as if Pierce
Leahy had merged with Iron Mountain on January 1, 2000, was 11.0%.

During the second quarter of 2001, the Company acquired four businesses for
total consideration of $11.1 million. These four acquisitions reported
approximately $5 million in revenues for the fiscal year 2000.

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2001 COMPARED TO THREE MONTHS ENDED JUNE 30, 2000

Consolidated storage revenues increased $23.4 million, or 15.8%, to $171.9
million for the second quarter of 2001, from $148.4 million for the second
quarter of 2000. The increase was attributable to: (i) internal revenue growth
of 11.5% resulting primarily from net increases in records and other media
stored by existing customers and sales to new customers; and (ii) acquisitions.
The total increase in storage revenues was partially offset by the unfavorable
effects of currency translation as a result of the strengthening of the U.S.
dollar against certain foreign currencies, primarily the Canadian dollar and the
British pound sterling, in which the Company's international segment does
business.

Consolidated service and storage material sales revenues increased $17.3
million, or 16.6%, to $121.4 million for the second quarter of 2001, from $104.1
million for the second quarter of 2000. The increase was attributable to: (i)
internal revenue growth of 10.0% resulting primarily from net increases in
service and storage material sales to existing customers and sales to new
customers; and (ii) acquisitions. The total increase in service and storage
material sales revenues was partially offset by the unfavorable effects of
currency translation as a result of the strengthening of the U.S. dollar against
certain foreign currencies, primarily the Canadian dollar and the British pound
sterling, in which the Company's international segment does business.

For the reasons discussed above, total consolidated revenues increased $40.8
million, or 16.1%, to $293.3 million for the second quarter of 2001 from $252.6
million for the second quarter of 2000.


                                       22
<PAGE>

                           IRON MOUNTAIN INCORPORATED

Consolidated cost of sales (excluding depreciation) increased $17.1 million,
or 14.0%, to $139.0 million (47.4% of consolidated revenues) for the second
quarter of 2001 from $122.0 million (48.3% of consolidated revenues) for the
second quarter of 2000. The dollar increase was consistent with the revenue
growth of the Company and was partially offset by operating efficiencies at
the Company's US and Canadian operations, particularly related to facility
and labor costs. These efficiencies were gained as a result of an increase in
scale. The decrease as a percentage of revenue was primarily attributable to
the operating efficiencies mentioned above, offset by lower margins in the
Company's expanding Confidential Destruction services. In US and Canadian
operations, the facility costs increased $3.1 million, or 9.0%, and labor
increased $7.2 million, or 12.4%, versus an increase in revenue of $35.3
million, or 15.0%. The Company's Confidential Destruction business generated
gross margins of 42.6%, which negatively impacted the Company's gross margins
by 0.2%.

Consolidated selling, general and administrative expenses increased $14.0
million, or 21.6%, to $78.7 million (26.8% of consolidated revenues) for the
second quarter of 2001 from $64.7 million (25.6% of consolidated revenues)
for the second quarter of 2000. The dollar increase was primarily
attributable to revenue growth of the Company, while the increase as a
percentage of revenues was primarily attributable to: (i) $1.2 million of
spending in the second quarter of 2001 for the Company's marketing and
information technology initiatives related to the development of
complementary technology-based service offerings; (ii) $1.2 million of
increased spending for account management compensation at the Company's US
and Canadian operations; and (iii) $2.3 million of increased bad debt
expenses. These increases were offset by decreased spending in management and
administrative compensation as a percentage of revenue (from 9.2% to 9.0%)
due to efficiencies gained as a result of an increase in scale at the
Company's US and Canadian operations.

Consolidated depreciation and amortization expense increased $6.1 million, or
19.4%, to $37.8 million (12.9% of consolidated revenues) for the second
quarter of 2001 from $31.6 million (12.5% of consolidated revenues) for the
second quarter of 2000. Depreciation expense increased $4.6 million,
primarily attributable to the additional depreciation expense related to the
2000 and 2001 acquisitions, and capital expenditures including racking
systems, information systems and expansion of storage capacity in existing
facilities. Amortization expense increased $1.5 million, primarily due to the
additional amortization related to the goodwill generated by the Company's
2000 and 2001 acquisitions.

Stock option compensation expense represents a non-cash charge resulting from
the acceleration and extension of previously granted stock options as a part
of separation agreements with certain executives. There were no such costs in
the second quarter of 2001 compared to $14.9 million for the second quarter
of 2000.

Merger-related expenses are certain expenses directly related to the Company's
merger with Pierce Leahy that cannot be capitalized and include system
conversion costs, costs of exiting certain facilities, severance, relocation and
pay-to-stay payments and other transaction-related costs. Merger-related
expenses were $0.4 million (0.1% of consolidated revenues) for the second
quarter of 2001 compared to $3.9 million (1.5% of consolidated revenues) for the
second quarter of 2000.


                                       23
<PAGE>

                           IRON MOUNTAIN INCORPORATED

As a result of the foregoing factors, consolidated operating income increased
$22.0 million, or 143.0%, to $37.5 million (12.8% of consolidated revenues) for
the second quarter of 2001 from $15.4 million (6.1% of consolidated revenues)
for the second quarter of 2000.

Consolidated interest expense increased $3.8 million, or 12.6%, to $34.0
million for the second quarter of 2001 from $30.2 million for the second
quarter of 2000. The increase was primarily attributable to increased
indebtedness related to: (i) the inclusion of $4.7 million of interest
expense on the 8-5/8% notes, which were issued in April 2001 and (ii) the
financing of acquisitions and capital expenditures. These increases were
partially offset by reduced interest expense of $3.3 million due to the early
retirement of the 11-1/8% notes as well as a decline in the weighted average
interest rate on the Company's variable rate debt.

Consolidated other income (expense) was income of $7.0 million for the second
quarter of 2001 compared to an expense of $3.7 million for the second quarter of
2000. The change was primarily due to the effect of the strengthening of the
Canadian dollar against the U.S. dollar in the second quarter of 2001 as it
relates to Canada Company's 8-1/8% Senior Subordinated Notes versus the
weakening in both the Canadian dollar as it relates to the notes and the
intercompany balances with the Company's Canadian subsidiaries and the British
pound sterling as it relates to intercompany balances with the Company's
European subsidiaries against the U.S. dollar in the second quarter of 2000.

As a result of the foregoing factors, consolidated income (loss) before
provision for income taxes and minority interest increased $29.0 million to
income of $10.4 million (3.6% of consolidated revenues) for the second quarter
of 2001 from a loss of $18.5 million (7.3% of consolidated revenues) for the
second quarter of 2000. The provision for income taxes was $16.1 million for the
second quarter of 2001 compared to $9.8 million for the second quarter of 2000.
The provision was calculated by applying the Company's effective tax rate to the
pre-tax income (loss). The Company's effective tax rate is based on an estimate
of annual pre-tax income and is higher than statutory rates primarily due to the
amortization of the nondeductible portion of goodwill associated with particular
acquisitions.

Consolidated loss before extraordinary item decreased $23.3 million to $5.0
million (1.7% of consolidated revenues) for the second quarter of 2001 from
$28.2 million (11.2% of consolidated revenues) for the second quarter of 2000.
In addition, the Company recorded an extraordinary charge of $4.8 million (net
of tax benefit of $3.3 million) related to the early retirement of the 11-1/8%
notes in conjunction with the Company's underwritten public offering of the
8-5/8% notes in the second quarter of 2001.

As noted in Note 8, Segment Information, of Notes to Condensed Consolidated
Financial Statements, EBITDA is used for the Company's internal measurement
of financial performance. As a result of the foregoing factors, consolidated
EBITDA increased $9.8 million, or 14.8%, to $75.6 million (25.8% of
consolidated revenues) for the second quarter of 2001 from $65.9 million
(26.1% of consolidated revenues) for the second quarter of 2000. Excluding
the $1.2 million of expenses related to the Company's technology-related
service offerings, the Company's EBITDA margin for the second quarter of 2001
was 26.2% of consolidated revenues. There were no such costs in the second
quarter of 2000. EBITDA margins at the Company's Business Records Management
and Off Site Data Protection segments declined primarily due to the increased
costs inherent in the decentralization of the Company's administrative
functions which took place in the second half of 2000. In the Business Records
Management segment, EBITDA margins also declined due to increased effort in
accounts receivable management. In the Off Site Data Protection segment, these
increased overhead costs were partially offset by improved gross margin
performance driven by operational efficiencies achieved with the increase in
revenue, particularly as it relates to labor and transportation costs. EBITDA
margins at the Company's international segment increased from 18.3% to 22.4%
primarily due to a decrease in management and administrative expenses as a
percentage of revenue in the Company's Canadian subsidiary as a result of
efficiencies gained through the increase in scale with the acquisition of
FACS in December 2000. These gains were partially offset by an increase of
$0.9 million of bad debt expense at the Company's European operations.

SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO SIX MONTHS ENDED JUNE 30, 2000

Consolidated storage revenues increased $66.4 million, or 24.3%, to $339.8
million for the first six months of 2001, from $273.4 million for the first six
months of 2000. The increase was attributable to: (i) acquisitions, particularly
the inclusion of Pierce Leahy's revenue for six months of 2001 versus five
months of 2000; and (ii) internal revenue growth of 12.1% resulting primarily
from net increases in records and other media stored by existing customers and
sales to new customers. The total increase in storage revenues was partially
offset by the unfavorable effects of currency translation as a result of the
strengthening of the U.S. dollar against certain foreign currencies, primarily
the Canadian dollar and the British pound sterling, in which the Company's
international segment does business.


                                       24
<PAGE>

                           IRON MOUNTAIN INCORPORATED

Consolidated service and storage material sales revenues increased $46.2
million, or 24.1%, to $237.5 million for the first six months of 2001, from
$191.3 million for the first six months of 2000. The increase was attributable
to: (i) acquisitions, particularly the inclusion of Pierce Leahy's revenue for
six months of 2001 versus five months of 2000; and (ii) internal revenue growth
of 9.5% resulting primarily from net increases in service and storage material
sales to existing customers and sales to new customers. The total increase in
service and storage material sales revenues was partially offset by the
unfavorable effects of currency translation as a result of the strengthening of
the U.S. dollar against certain foreign currencies, primarily the Canadian
dollar and the British pound sterling, in which the Company's international
segment does business.

For the reasons discussed above, total consolidated revenues increased $112.6
million, or 24.2%, to $577.3 million for the first six months of 2001 from
$464.7 million for the first six months of 2000.

Consolidated cost of sales (excluding depreciation) increased $52.4 million,
or 23.2%, to $278.9 million (48.3% of consolidated revenues) for the first
six months of 2001 from $226.4 million (48.7% of consolidated revenues) for
the first six months of 2000. The dollar increase was consistent with the
revenue growth of the Company and was partially offset by operating
efficiencies at the Company's US and Canadian operations, particularly
related to labor and facility costs. These efficiencies were gained as a
result of an increase in scale. The decrease as a percentage of revenue was
primarily attributable to the operating efficiencies mentioned above, offset
by lower margins in the Company's expanding Confidential Destruction
services. In US and Canadian operations, the labor increased $21.3 million or
19.7%, and facility costs increased $14.7 million or 23.0%, versus an
increase in revenue of $102.0 million, or 23.6%. The Company's Confidential
Destruction business generated gross margins of 42.4%, which negatively
impacted the Company's gross margins by 0.2%.

Consolidated selling, general and administrative expenses increased $30.8
million, or 26.1%, to $149.0 million (25.8% of consolidated revenues) for the
first six months of 2001 from $118.2 million (25.4% of consolidated revenues)
for the first six months of 2000. The dollar increase was primarily
attributable to revenue growth of the Company, while the increase as a
percentage of revenues was primarily attributable to: (i) $2.1 million of
spending in the first six months of 2001 for the Company's marketing and
information technology initiatives related to the development of
complementary technology-based service offerings; (ii) $2.7 million of
increased spending in account management compensation at the Company's US and
Canadian operations; and (iii) $3.5 million of increased bad debt expenses.
The increases were offset by a decrease in spending for management and
administrative compensation as a percentage of revenue (from 9.4% to 8.7%)
due to efficiencies gained as a result of an increase in scale at the
Company's US and Canadian operations.

Consolidated depreciation and amortization expense increased $15.6 million,
or 26.9%, to $73.5 million (12.7% of consolidated revenues) for the first six
months of 2001 from $57.9 million (12.5% of consolidated revenues) for the
first six months of 2000. Depreciation increased $10.6 million, primarily
attributable to the additional depreciation expense related to the 2000 and
2001 acquisitions, particularly the inclusion of Pierce Leahy's expenses for
six months of 2001 versus five months of 2000, and capital expenditures
including racking systems, information systems and expansion of storage
capacity in existing facilities. Amortization increased $5.0 million,
primarily attributable to the additional amortization related to the goodwill
generated by the Company's 2000 and 2001 acquisitions, particularly Pierce
Leahy.

                                       25
<PAGE>

                           IRON MOUNTAIN INCORPORATED

Stock option compensation expense represents a non-cash charge resulting from
the acceleration and extension of previously granted stock options as a part of
separation agreements with certain executives. There were no such costs for the
first six months of 2001 compared to $14.9 million for the same period of 2000.

Merger-related expenses are certain expenses directly related to the Company's
merger with Pierce Leahy that cannot be capitalized and include system
conversion costs, costs of exiting certain facilities, severance, relocation and
pay-to-stay payments and other transaction-related costs. Merger-related
expenses were $1.2 million (0.2% of consolidated revenues) for the first six
months of 2001 compared to $4.4 million (0.9% of consolidated revenues) for the
same period of 2000.

As a result of the foregoing factors, consolidated operating income increased
$31.9 million, or 74.5%, to $74.7 million (12.9% of consolidated revenues) for
the first six months of 2001 from $42.8 million (9.2% of consolidated revenues)
for the first six months of 2000.

Consolidated interest expense increased $14.0 million, or 25.9%, to $68.0
million for the first six months of 2001 from $54.0 million for the first six
months of 2000. The increase was primarily attributable to increased
indebtedness related to: (i) the inclusion of Pierce Leahy's debt for six
months of 2001 versus five months of 2000 resulting in an increase of
approximately $4.7 million; (ii) the inclusion of $4.7 million of interest
expense on the 8-5/8% notes, which were issued in April 2001; and (iii) the
financing of acquisitions and capital expenditures. These increases were
partially offset by reduced interest expense of $2.0 million due to the early
retirement of the 11-1/8% notes as well as a decline in the weighted average
interest rate on the Company's variable rate debt.

Consolidated other expense was $2.2 million for the first six months of 2001
compared to $4.5 million for the first six months of 2000. The change was
primarily due to the more dramatic weakening in both the Canadian dollar as it
relates to intercompany balances with the Company's Canadian subsidiaries and
the British pound sterling as it relates to intercompany balances with the
Company's European subsidiaries against the U.S. dollar in the first six months
of 2000 versus the first six months of 2001.

As a result of the foregoing factors, consolidated income (loss) before
provision for income taxes and minority interest increased $20.2 million to
income of $4.5 million (0.8% of consolidated revenues) for the first six months
of 2001 from a loss of $15.7 million (3.4% of consolidated revenues) for the
first six months of 2000. The provision for income taxes was $7.3 million for
the first six months of 2001 compared to $18.4 million for the first six months
of 2000. The provision was calculated by applying the Company's effective tax
rate to the pre-tax income (loss). The Company's effective tax rate is based on
an estimate of annual pre-tax income and is higher than statutory rates
primarily due to the amortization of the nondeductible portion of goodwill
associated with particular acquisitions. For the six months ended June 30, 2001,
the Company recorded $19.6 million in nondeductible goodwill amortization
expense.

Consolidated loss before extraordinary item decreased $31.9 million to $1.8
million (0.3% of consolidated revenues) for the first six months of 2001 from
$33.6 million (7.2% of consolidated revenues) for the first six months of 2000.
In April 2001, the Company recorded an extraordinary charge of $4.8 million (net
of tax benefit of $3.3 million) related to the early retirement of the 11-1/8%
notes in conjunction with the Company's underwritten public offering of the
8-5/8% notes.

As noted in Note 8, Segment Information, of Notes to Condensed Consolidated
Financial Statements, EBITDA is used for the Company's internal measurement
of financial performance. As a result of the foregoing factors, consolidated
EBITDA increased $29.3 million, or 24.4%, to $149.4 million (25.9% of
consolidated revenues) for the first six months of 2001 from $120.1 million
(25.8% of consolidated revenues) for the first six months of 2000. Excluding
the $2.1 million of expenses related to the Company's technology-related
service offerings, the Company's EBITDA margin for the first six months of
2001 was 26.2% of consolidated revenues. There were no such costs in the
first six months of 2000. EBITDA margins at the Company's Business Records
Management segment declined primarily due to the increased costs associated
with the decentralization of the Company's administrative functions, which
took place in the second half of 2000, as well as increased effort in
accounts receivable management. The decline in margins caused by
decentralization at the Company's Off Site Data Protection segment was more
than offset by gross margin improvement driven by operational efficiencies
achieved with the increase in revenue, particularly as it relates to labor
and transportation costs. EBITDA margins in the Company's international
segment increased from 19.0% to 22.9% due to the inclusion of an additional
month in 2001 of the Company's more profitable Canadian business acquired as
a part of the Pierce Leahy acquisition and efficiency gains from the December
2000 acquisition of FACS. These increases were partially offset by an
increase of $1.0 million of bad debt expense at the Company's European
operations.


                                       26
<PAGE>

                           IRON MOUNTAIN INCORPORATED

LIQUIDITY AND CAPITAL RESOURCES

The Company has made significant capital investments, consisting primarily
of: (i) capital expenditures, primarily related to growth (including
investments in real estate, racking systems, information systems and
expansion of storage capacity in existing facilities); (ii) acquisitions; and
(iii) customer acquisition costs. Cash paid for these investments during the
first six months of 2001 amounted to $90.0 million, $44.8 million and $5.8
million, respectively. These investments have been primarily funded through
cash flows from operations and borrowings under the Company's credit
agreements. Included in capital expenditures is $2.7 million related to the
Company's technology-based service offerings.

Net cash provided by operations was $62.8 million for the first six months of
2001 compared to $73.1 million for the same period in 2000. The decrease
primarily resulted from an increase in trade accounts receivable and prepaid
expenses and a decrease in net deferred tax liabilities and accrued expenses
which was partially offset by an increase in operating income and trade
accounts payable.

Net cash provided by financing activities was $107.8 million for the first six
months of 2001, consisting primarily of net proceeds of $218.6 million from the
sale of 8-5/8% Notes and equity contributions from minority shareholders of
$24.7 million, which were partially offset by the early retirement of 11-1/8%
Notes of $133.7 million.

In April 2001, Iron Mountain completed an underwritten public offering of $225.0
million in aggregate principal amount of 8-5/8% Senior Subordinated Notes due
2013. The 8-5/8% notes were issued at a price to investors of 100% of par. The
net proceeds to the Company, $218.6 million after paying the underwriters'
discounts and commissions and related expenses, were used to fund the
Company's offer to purchase and consent solicitation relating to its outstanding
11-1/8% Senior Subordinated Notes due 2006, to repay outstanding borrowings
under the Company's revolving credit facility and for general corporate
purposes, including acquisitions.

In April 2001, the Company received and accepted tenders for $124.6 million of
the outstanding principal amount of its 11-1/8% notes. The Company recorded an
extraordinary charge of $4.8 million (net of tax benefit of $3.3 million) in the
second quarter related to the early retirement of the 11-1/8% notes. The Company
redeemed the remaining $5.4 million of principal amount of the 11-1/8% notes in
July 2001, at a redemption price (expressed as a percentage of principal amount)
of 105.563%, plus accrued and unpaid interest, totaling $6.0 million.

In July 2001, the Financial Accounting Standards Board issued SFAS No. 141,
"Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 141 requires all business combinations initiated after June
30, 2001 to be accounted for using the purchase method. Under SFAS No. 142,
goodwill and intangible assets with indefinite lives are no longer amortized
but are reviewed annually for impairment or more frequently if impairment
indicators arise. Separable intangible assets that are not deemed to have
indefinite lives will continue to be amortized over their useful lives. The
amortization provisions of SFAS No. 142 apply to goodwill and intangible
assets acquired after June 30, 2001. With respect to goodwill and intangible
assets acquired prior to July 1, 2001, the Company is required to adopt SFAS
No. 142 effective January 1, 2002. We expect the adoption of SFAS No. 142
will have the impact of reducing our amortization of goodwill and intangibles
commencing January 1, 2002; however, impairment reviews may result in future
periodic write-downs. For the six months ended June 30, 2001, the Company
recorded goodwill amortization of $29.5 million. The Company is currently
evaluating the effect that the adoption of the provisions of SFAS No. 142
will have on its intangible assets.

                                       27
<PAGE>

                           IRON MOUNTAIN INCORPORATED

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In December 2000 and January 2001, the Company entered into certain
derivative financial contracts, which are variable-for-fixed swaps of
interest payments payable on an aggregate principal amount of $195.5 million
of the Company's Tranche B term loan and certain variable operating lease
commitments.

Iron Mountain's investments in Iron Mountain Europe Limited, Iron Mountain South
America, Ltd. and other international investments may be subject to risks and
uncertainties relating to fluctuations in currency valuation. One of the
Company's Canadian subsidiaries, Canada Company, has U.S. dollar denominated
debt. Gains and losses due to exchange rate fluctuations related to this debt
are recognized in the Company's consolidated statements of operations.

As of June 30, 2001, the Company had $178.0 million of variable rate debt
outstanding with a weighted average interest rate of 6.42% and $1,274.3 million
of fixed rate debt outstanding. If the weighted average variable interest rate
had increased by 1%, such increase would have had a negative impact on the
Company's net income for the three and six month periods ended June 30, 2001 by
approximately $0.3 and $0.6 million, respectively. See Note 5 of Notes to
Consolidated Financial Statements for a discussion of the Company's long-term
indebtedness, including the fair values of such indebtedness as of June 30,
2001.

PART II.  OTHER INFORMATION

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS

The following matters were voted on by the Company's stockholders at its Annual
Meeting of Stockholders held on May 24, 2001 (the "2001 Annual Meeting").

(a) ELECTION OF CLASS I DIRECTORS

Election of three (3) Class I directors to serve until the Company's Year 2004
Annual Meeting of Stockholders, or until their successors are elected and
qualified.

<TABLE>
<CAPTION>
                                         TOTAL VOTE FOR      TOTAL VOTE WITHHELD
                                         EACH DIRECTOR       FROM EACH DIRECTOR      BROKER NON-VOTES
                                         --------------     ---------------------    ----------------
<S>                                     <C>                 <C>                     <C>
Clarke H. Bailey .....................     46,673,871             766,717                   0
Constantin R. Boden ..................     46,676,220             764,368                   0
Eugene B. Doggett ....................     46,617,311             823,277                   0
</TABLE>


The following directors' terms continued after the 2001 Annual Meeting: B.
Thomas Golisano, John F. Kenny, Jr., Howard D. Ross, Vincent J. Ryan, Kent P.
Dauten, Arthur D. Little, J. Peter Pierce and C. Richard Reese.

(b) RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS

Ratification of the selection by the Board of Directors of the firm of Arthur
Andersen LLP as the Company's independent public accountants for the current
year.

<TABLE>
<CAPTION>
         FOR            AGAINST          ABSTAIN         BROKER NON-VOTES
         ---            -------          -------         ----------------
<S>                    <C>              <C>                   <C>
      46,980,829        466,237          13,522                0
</TABLE>


                                       28
<PAGE>

                           IRON MOUNTAIN INCORPORATED

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS

    EXHIBIT NO.                DESCRIPTION
    10.1        Master Lease and Security Agreement, dated as of May 22, 2001,
                between Iron Mountain Statutory Trust - 2001, as Lessor, and the
                Company, as Lessee
    10.2        Unconditional Guaranty, dated as of May 22, 2001, from the
                Company, as Guarantor, to Iron Mountain Statutory Trust - 2001,
                as Lessor
    10.3        Master Construction Agency Agreement, dated as of May 22, 2001,
                between Iron Mountain Statutory Trust - 2001, as Lessor, and
                Iron Mountain Records Management, Inc., as Construction Agent

(b) REPORTS ON FORM 8-K


None.


                                       29
<PAGE>


                           IRON MOUNTAIN INCORPORATED

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.




                                        IRON MOUNTAIN INCORPORATED



AUGUST 14, 2001                    By:           /S/  JEAN A. BUA
- ---------------                         ---------------------------------------
   (date)                               Jean A. Bua
                                        Vice President and Corporate Controller
                                        (Principal Accounting Officer)




                                       30

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>a2056907zex-10_1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
<Page>

                       MASTER LEASE AND SECURITY AGREEMENT

                            Dated as of May 22, 2001



                                     between

                      IRON MOUNTAIN STATUTORY TRUST - 2001

                                    as Lessor

                                       and

                     IRON MOUNTAIN RECORDS MANAGEMENT, INC.

                                    as Lessee






===============================================================================


This Lease has been  executed in several  counterparts.  To the extent,  if any,
that this  Lease  constitutes  chattel  paper (as such  term is  defined  in the
Uniform Commercial Code as in effect in any applicable jurisdiction), no lien on
this Lease may be created  through the transfer or possession of any counterpart
other than the original counterpart  containing the receipt therefor executed by
the Lessor immediately following the signature page hereof.


===============================================================================

<Page>

                                TABLE OF CONTENTS

<Table>
<Caption>

                                                                                      PAGE

<S>          <C>                                                                        <C>
ARTICLE I     DEFINITIONS...............................................................1

     1.1     Definitions; Interpretation................................................1

ARTICLE II    PURCHASE AND LEASE........................................................1

     2.1     Acquisition and Lease of Assets............................................1

     2.2     Acceptance Procedure.......................................................2

     2.3     Lease Term.................................................................2

     2.4     End of Lease Term..........................................................2

     2.5     Title......................................................................2

ARTICLE III   FUNDINGS..................................................................3

     3.1     Lessor Commitment..........................................................3

     3.2     Procedures for Fundings....................................................3

     3.3     Source of Fundings.........................................................4

ARTICLE IV    CONDITIONS PRECEDENT TO CLOSING DATE, ACQUISITION
              DATES AND ADVANCES... ....................................................4

     4.1     Closing Date...............................................................4

     4.2     Acquisition Date Conditions................................................5

     4.3     Conditions Precedent to Each Funding.......................................8

ARTICLE V     CONDITIONS TO SUBSTANTIAL COMPLETION......................................8

     5.1     Conditions to Substantial Completion of a Construction Property............8

ARTICLE VI    REPRESENTATIONS AND WARRANTIES............................................9

     6.1     Representations of the Lessor..............................................9

     6.2     Representations of the Lessee..............................................9

     6.3     Representations of the Lessee with respect to Each Acquisition.............11

     6.4     Representations of the Lessee with Respect to Each Funding.................12

ARTICLE VII   PAYMENT OF RENT; FEES; EXCESS TENANT IMPROVEMENT FUNDS.............. .....13

     7.1     Rent.......................................................................13

     7.2     Payment of Rent............................................................13

     7.3     Supplemental Rent..........................................................13

     7.4     Commitment Fee; Optional Reduction of Commitment...........................14

     7.5     Repayment of Excess Funds for Tenant Improvements..........................14

     7.6     Method of Payment..........................................................14

ARTICLE VIII  QUIET ENJOYMENT; RIGHT TO INSPECT.................................... ....15

     8.1     Quiet Enjoyment............................................................15

                                       -i-
<Page>

<Caption>

                               TABLE OF CONTENTS
                                  (CONTINUED)
                                                                                      PAGE


<S>          <C>                                                                        <C>
     8.2     Right to Inspect...........................................................15

ARTICLE IX    NET LEASE, ETC............................................................15

     9.1     Net Lease..................................................................15

     9.2     No Termination or Abatement................................................16

ARTICLE X     SUBLEASES.................................................................16

     10.1    Subletting.................................................................16

ARTICLE XI    LESSEE ACKNOWLEDGMENTS....................................................16

     11.1    Condition of the Leased Assets.............................................16

     11.2    Risk of Loss...............................................................17

ARTICLE XII   POSSESSION AND USE, ETC...................................................17

     12.1    Possession and Use.........................................................17

     12.2    Charges....................................................................17

     12.3    Impositions.... ...........................................................17

     12.4    Compliance with Requirements of Law and Insurance Requirements.............17

ARTICLE XIII  MAINTENANCE AND REPAIR; RETURN............................................18

     13.1    Maintenance and Repair.....................................................18

     13.2    Return.....................................................................18

ARTICLE XIV   MODIFICATIONS, ETC........................................................18

     14.1    Modifications, Substitutions and Replacements. ............................18

     14.2    Tenant Improvements........................................................19

ARTICLE XV    WARRANT OF TITLE; EASEMENTS...............................................19

     15.1    Warrant of Title...........................................................19

     15.2    Grants and Releases of Easements; Lessor's Waivers.........................20

ARTICLE XVI   PERMITTED CONTESTS........................................................20

     16.1    Permitted Contests.........................................................20

ARTICLE XVII  INSURANCE.................................................................21

     17.1    Public Liability and Workers' Compensation Insurance.......................21

     17.2    Hazard and Other Insurance.................................................21

     17.3    Insurance Coverage.........................................................21

ARTICLE XVIII CASUALTY AND CONDEMNATION; ENVIRONMENTAL MATTERS..........................23

     18.1    Casualty and Condemnation......... ........................................23

     18.2    Environmental Matters.............. .......................................24

                                      -ii-
<Page>

<Caption>

                               TABLE OF CONTENTS
                                  (CONTINUED)
                                                                                      PAGE


<S>          <C>                                                                        <C>
     18.3    Notice of Environmental Claims.............................................25

ARTICLE XIX   TERMINATION OF LEASE......................................................25

     19.1    Termination upon Certain Events............................................25

     19.2    Termination Procedures.....................................................26

     19.3    Property Under Construction................................................26

ARTICLE XX    EVENTS OF DEFAULT; REMEDIES...............................................26

     20.1    Events of Default..........................................................26

     20.2    Remedies...................................................................28

     20.3    Waiver of Certain Rights...................................................30

ARTICLE XXI   ASSIGNMENT................................................................31

     21.1    Assignment by Lessor.......................................................31

     21.2    Assignment by Lessee.......................................................31

ARTICLE XXII  PURCHASE PROVISIONS.......................................................31

     22.1    Purchase Option............................................................31

     22.2    Acceleration of Purchase Obligation........................................31

     22.3    Purchase of Unimproved Land................................................32

ARTICLE XXIII RENEWAL TERMS.............................................................32

     23.1    Renewal....................................................................32

ARTICLE XXIV  REMARKETING OPTION........................................................32

     24.1    Option to Remarket.........................................................32

     24.2    Certain Obligations Continue...............................................34

     24.3    Involuntary Change of Control..............................................34

ARTICLE XXV   PROCEDURES RELATING TO PURCHASE OR REMARKETING............................36

     25.1    Conveyance upon Purchase by the Lessee.....................................36

     25.2    Conveyance upon Remarketing................................................36

ARTICLE XXVI  EXCHANGES OF LEASED ASSETS................................................37

     26.1    Exchanges of Leased Assets.................................................37

     26.2    Exchange Procedure.........................................................37

     26.3    Conditions to Each Exchange................................................37

     26.4    Effect of Exchange.........................................................37

     26.5    Like-kind Exchanges........................................................38

ARTICLE XXVII INDEMNIFICATION...........................................................38

                                      -iii-
<Page>

<Caption>

                               TABLE OF CONTENTS
                                  (CONTINUED)
                                                                                      PAGE


<S>          <C>                                                                        <C>
     27.1    General Indemnification....................................................38

     27.2    Environmental Indemnity....................................................39

     27.3    Tax Indemnity..............................................................40

     27.4    Proceedings in Respect of Claims...........................................41

     27.5    Construction Properties....................................................42

ARTICLE XXVIII ESTOPPEL CERTIFICATES....................................................42

     28.1    Estoppel Certificates......................................................42

ARTICLE XXIX  ACCEPTANCE OF SURRENDER...................................................43

     29.1    Acceptance of Surrender....................................................43

ARTICLE XXX   NO MERGER OF TITLE........................................................43

     30.1    No Merger of Title.........................................................43

ARTICLE XXXI  INTENT OF THE PARTIES.....................................................43

     31.1    Ownership of the Leased Assets.............................................43

ARTICLE XXXII PAYMENT OF EXPENSES; YIELD PROTECTION.....................................44

     32.1    Transaction Expenses.......................................................44

     32.2    Brokers' Fees and Stamp Taxes..............................................44

     32.3    Funding Losses.............................................................44

     32.4    Regulation D Compensation..................................................45

     32.5    Increased Cost and Reduced Return..........................................45

ARTICLE XXXIII OTHER COVENANTS AND AGREEMENTS OF LESSEE.................................46

     33.1    Information................................................................46

ARTICLE XXXIV  MISCELLANEOUS............................................................47

     34.1    Survival; Severability; Etc................................................47

     34.2    Amendments and Modifications...............................................47

     34.3    No Waiver..................................................................47

     34.4    Notices....................................................................47

     34.5    Successors and Assigns.....................................................47

     34.6    Headings and Table of Contents.............................................47

     34.7    Counterparts...............................................................47

     34.8    GOVERNING LAW..............................................................47

     34.9    Original Lease.............................................................48

     34.10   WAIVER OF JURY TRIAL.......................................................48

                                      -iv-
<Page>

<Caption>

                               TABLE OF CONTENTS
                                  (CONTINUED)

                                                                                      PAGE

<S>          <C>                                                                        <C>
     34.11   Nature of Lessor's Obligations; Limitations on Liability; Survival.........48

</Table>
                                       -v-
<Page>

                             SCHEDULES


<Table>
         <S>                 <C>
         Schedule I          Notice Information
</Table>



                                   APPENDIXES



<Table>
         <S>                 <C>
         Appendix 1          Definitions and Interpretation
         Appendix 2          Calculation of Base Rent
</Table>



                                    EXHIBITS


<Table>
         <S>                 <C>
         Exhibit A-1         Form of Acquisition Funding Request
         Exhibit A-2         Form of Funding Request
         Exhibit A-3         Form of Substantial Completion Funding Request
         Exhibit B           Form of Lessee's Certificate
         Exhibit C           Form of Guarantor's Certificate
         Exhibit D-1         Form of Lease Supplement for Property other than Construction Property
         Exhibit D-2         Form of Lease Supplement for Construction Property
</Table>

                                      -vi-
<Page>

                       MASTER LEASE AND SECURITY AGREEMENT


         THIS MASTER LEASE AND SECURITY AGREEMENT (this "LEASE"), dated as of
May 22, 2001, is entered into between IRON MOUNTAIN STATUTORY TRUST - 2001, a
Connecticut statutory trust, as the Lessor, and IRON MOUNTAIN RECORDS
MANAGEMENT, INC., a Delaware corporation, as the Lessee.



                              W I T N E S S E T H:
                              --------------------

         WHEREAS, the Lessor and the Lessee desire to have the Lessor acquire
certain assets and lease such assets to the Lessee pursuant to this Lease; and

         WHEREAS, such assets may include real property on which improvements
are to be constructed, in which case the Lessor will finance the cost of such
improvements as provided herein and the Lessee will act as agent of Lessor for
the construction of such improvements; and

         WHEREAS, the Lessor desires to lease to the Lessee, and the Lessee
desires to lease from the Lessor, the Leased Assets from time to time subject to
this Lease; and

         WHEREAS, the Lessee is a wholly-owned subsidiary of the Guarantor, and
the Guarantor is willing to guarantee the payment and performance of all of the
Lessee's obligations hereunder and under the other documents entered into by the
Lessee in connection herewith;

         NOW,  THEREFORE,  in consideration of the foregoing,  and of other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         1.1 DEFINITIONS; INTERPRETATION. Capitalized terms used but not
otherwise defined in this Lease have the respective meanings specified in
APPENDIX 1; and the rules of interpretation set forth in APPENDIX 1 shall apply
to this Lease.

                                    ARTICLE II

                               PURCHASE AND LEASE

         2.1  ACQUISITION AND LEASE OF ASSETS.

                (a) PROPERTIES OTHER THAN CONSTRUCTION PROPERTIES. Subject to
the terms and conditions of this Lease, on the Acquisition Date for each
Property other than a Construction Property (i) the Lessor shall purchase a fee
interest in such Property or acquire a leasehold interest in such Property
pursuant to a Ground Lease and (ii) the Lessor shall demise and lease to the
Lessee hereunder for the Lease Term applicable thereto such Property, and the
Lessee hereby agrees to lease from the Lessor for such Lease Term, such
Property.

                (b) CONSTRUCTION PROPERTIES. Subject to the terms and conditions
of this Lease, on the Acquisition Date for each Construction Property (i) the
Lessor shall purchase a fee interest in the relevant parcel of Land, or acquire
a leasehold interest in such parcel of Land pursuant to a Ground Lease, and (ii)
the Lessor shall demise and lease to the Lessee hereunder for the Lease Term
applicable thereto the

<Page>

Lessor's interest in such Land together with any Improvements which then may be
located thereon or thereafter may be constructed thereon pursuant to the
Construction Agency Agreement or this Lease, and the Lessee hereby agrees to
lease from the Lessor for such Lease Term, the Lessor's interest in such Land
together with the Lessor's interest in such Improvements.

                (c) LIMITATIONS ON PROPERTIES. Notwithstanding any other
provision hereof, the Lessor shall not acquire any Property:

                      (i) unless such Property consists primarily of (or on
         completion of Construction will consist primarily of) a document
         storage warehouse or data protection facility to be used by the Lessee
         (and its permitted sublessees) in the ordinary course of its business;

                      (ii) if, after giving effect thereto, the total number of
         (A) Properties acquired by the Lessor would exceed twenty-eight (28) or
         (B) Construction Properties acquired by the Lessor would exceed eight
         (8);

                      (iii) if the Maximum Lease Balance for such Property is
         greater than $18,000,000 or less than $1,750,000 or if, after giving
         effect thereto, the Maximum Lease Balance for all Properties acquired
         by the Lessor would exceed the Total Commitment; or

                      (iv) if, in the case of a Construction Property, the
         Outside Completion Date for such Construction Property on the proposed
         Acquisition Date therefor would be later than the Base Date.

         2.2 ACCEPTANCE PROCEDURE. The Lessee hereby agrees that the execution
and delivery by the Lessee on each Acquisition Date of an appropriately
completed Lease Supplement shall, without further act, constitute the
unconditional and irrevocable acceptance by the Lessee of all of the Leased
Assets which are the subject of such Lease Supplement for all purposes of this
Lease and the other Operative Documents on the terms set forth therein and
herein, and that all of such Leased Assets shall be deemed to be included in the
leasehold estate of this Lease and shall be subject to the terms and conditions
of this Lease as of the applicable Acquisition Date.

         2.3 LEASE TERM. This Lease shall be in full force and effect on the
Closing Date. Although each Leased Asset shall be subject to this Lease from the
Acquisition Date for such Leased Asset, the Lessee shall not be required to pay
Base Rent for any Leased Asset until the Lease Term for such Leased Asset
commences. The Lease Term for each Leased Asset shall commence on the Lease
Commencement Date for such Leased Asset and shall consist of the Interim Lease
Term applicable thereto plus the Base Lease Term applicable thereto.

         2.4 END OF LEASE TERM. Unless the Lease Term for the Leased Assets is
renewed pursuant to ARTICLE XXIII, at or before the Expiration Date the Lessee
must elect either (i) the Purchase Option pursuant to ARTICLE XXII or (ii) the
Remarketing Option pursuant to ARTICLE XXIV, and if it fails to make such
election in accordance with the terms hereof, it shall automatically and
irrevocably be deemed to have elected the Purchase Option for the Leased Assets
and to have specified the Expiration Date as the date on which such purchase
will be made.

         2.5 TITLE. Each Leased Asset is leased to the Lessee without, except as
expressly set forth herein, any representation or warranty, express or implied,
by the Lessor and subject to the rights of parties in possession, the existing
state of title (including, without limitation, Permitted Liens other than Lessor
Liens) and all applicable Requirements of Law. The Lessee shall in no event have
any recourse against

                                      -2-
<Page>

the Lessor for any defect in or exception to title to any Leased Asset other
than to the extent resulting from Lessor Liens.

                                   ARTICLE III

                                    FUNDINGS

         3.1 LESSOR COMMITMENT. Subject to the terms and conditions of this
Lease, the Lessor shall, upon the written request of the Lessee from time to
time on or before the Base Date, make Fundings on Funding Dates for the purpose
of (i) in the case of any Property other than a Construction Property, financing
the acquisition of such Property and related Tenant Improvements, if any, and
(ii) in the case of any Construction Property, financing the acquisition,
ownership, insurance, renovation and improvement of such Property during the
Construction Period applicable thereto. Except in the case of a Construction
Property, the Lessor shall not make more than one Funding with respect to any
Leased Asset unless otherwise agreed by the Lessor with respect to such Leased
Asset. After the initial Funding for any Construction Property, the Lessor shall
make additional Fundings with respect thereto as provided herein, PROVIDED that
the Lessor shall not make any Funding for any Construction Property after the
Lease Commencement Date applicable thereto. Notwithstanding any other provision
hereof, the Lessor shall not be obligated to make any Funding if, after giving
effect thereto, the aggregate principal amount of Fundings (x) with respect to
the Leased Asset to be funded thereby would exceed the Maximum Lease Balance
relating thereto or (y) with respect to all Leased Assets would exceed the Total
Commitment.

         3.2 PROCEDURES FOR FUNDINGS.

                (a) With respect to each Funding, the Lessee shall give the
Lessor and the Administrative Agent prior written notice not later than 1:00
p.m., New York City time, three (3) Business Days prior to the date of the
proposed funding, pursuant to a Funding Request, specifying: (i) the proposed
funding date (the "FUNDING DATE"), (ii) the amount of Funding requested, which
shall be an amount not less than $500,000 and (iii) the Leased Asset to which
such Funding is being allocated and the allocation of such Funding among the
various categories of costs and expenses listed in clause (c) below. With
respect to any Acquisition Funding Request, the Lessee shall also specify: (i)
the Leased Asset to be acquired and (ii) the transferor thereof.

                (b) Each Funding Date shall occur on a Monthly Date; PROVIDED,
HOWEVER, that if such Funding Date is also an Acquisition Date, then such
Funding Date may be on any Business Day; PROVIDED, FURTHER, that from and after
July 22, 2001 there may not be more than two (2) such additional Funding Dates
in any calendar month.

                (c) Fundings shall be made solely (i) to pay Property
Acquisition Costs, (ii) to pay or to reimburse the Construction Agent for Land
Acquisition Costs and Property Improvement Costs (including Capitalized Interest
and Capitalized Commitment Fees relating to any Construction Property), and
(iii) to pay or to reimburse the Lessee for Transaction Expenses paid or payable
by the Lessee in connection with the preparation, execution and delivery of the
Operative Documents and all fees paid or payable by the Lessee to the Lessor,
the Administrative Agent, the Collateral Agent or any Equity Participant in
connection with the Operative Documents.

                (d) All remittances made by the Lessor for any Funding shall be
made through the Administrative Agent on the applicable Funding Date in
immediately available federal funds by wire transfer to the account or accounts
designated by the Lessee.

                                       -3-
<Page>

                (e) Notwithstanding anything to the contrary contained herein,
on each Payment Date during the Construction Period for any Construction
Property, the Lessor shall be deemed to have made a Funding in an amount equal
to the Capitalized Interest and Capitalized Commitment Fee for such Property
calculated as of such date, and the amount of such Funding shall be added to the
Lease Balance of such Property on such date.

         3.3 SOURCE OF FUNDINGS. The Lessor will borrow Loans and obtain Equity
Contributions in such a manner so as to ensure that its equity capital, as
determined in accordance with GAAP, is not less than 3.0% of its total
capitalization at any time.

                                   ARTICLE IV

                             CONDITIONS PRECEDENT TO
                  CLOSING DATE, ACQUISITION DATES AND ADVANCES

         4.1 CLOSING DATE. The closing date (the "CLOSING DATE") shall occur on
the earliest date on which the following conditions precedent shall have been
satisfied or waived:

                (a) MASTER LEASE. This Lease shall have been duly executed and
delivered by the parties hereto.

                (b) GUARANTY. The Guaranty shall have been duly executed and
delivered by the Guarantor.

                (c) LESSEE'S CONSENT. The Lessee's Consent shall have been duly
executed and delivered by the Lessee.

                (d) LESSEE'S CERTIFICATE. The Lessor shall have received a
Lessee's Certificate, in substantially the form of EXHIBIT B, stating that (i)
each representation and warranty of the Lessee contained in each Operative
Document to which it is a party is true and correct in all material respects on
and as of the Closing Date; (ii) no Default or Event of Default has occurred and
is continuing; and (iii) each Operative Document to which the Lessee is a party
is in full force and effect with respect to it.

                (e) RESOLUTIONS AND INCUMBENCY CERTIFICATE, ETC. OF LESSEE. The
Lessee shall have delivered to the Lessor (i) a certificate of its Secretary or
an Assistant Secretary attaching and certifying as to (A) the resolutions of its
Board of Directors duly authorizing the execution, delivery and performance by
it of each Operative Document to which it is or will be a party, (B) its
certificate of incorporation and by-laws, and (C) the incumbency and signature
of persons authorized to execute and deliver on its behalf the Operative
Documents to which it is a party and (ii) a certificate of good standing with
respect to it issued by the Secretary of State of the State of its
incorporation.

                (f) GUARANTOR'S CERTIFICATE. The Lessor shall have received a
Guarantor's Certificate, in substantially the form of EXHIBIT C, stating that
(i) each representation and warranty of the Guarantor contained in each
Operative Document to which it is a party is true and correct in all material
respects on and as of the Closing Date; (ii) no Event of Default (as defined in
the Guaranty) has occurred and is continuing; and (iii) each Operative Document
to which the Guarantor is a party is in full force and effect with respect to
it.

                (g) RESOLUTIONS AND INCUMBENCY CERTIFICATE, ETC. OF GUARANTOR.
The Guarantor shall have delivered to the Lessor (i) a certificate of its
Secretary or an Assistant Secretary attaching and certifying as to (A) the
resolutions of its Board of Directors duly authorizing the execution, delivery
and

                                      -4-
<Page>

performance by it of each Operative Document to which it is or will be a
party, (B) its certificate of incorporation and by-laws, and (C) the incumbency
and signature of persons authorized to execute and deliver on its behalf the
Operative Documents to which it is a party and (ii) a certificate of good
standing with respect to it issued by the Secretary of State of the State of its
incorporation.

                (h) OPINIONS OF COUNSEL. Sullivan & Worcester LLP, counsel to
the Lessee and the Guarantor, and Ballard Spahr Andrews & Ingersoll, LLP,
Pennsylvania counsel to the Guarantor, shall each have issued to the Lessor, the
Administrative Agent, the Collateral Agent, the Equity Participants and the
Lenders an opinion in form and substance satisfactory to each such party.

                (i) FEE LETTERS. Each Fee Letter shall have been duly executed
and delivered by the parties thereto, and the Lessee shall have paid that
portion of the fees payable thereunder on the Closing Date.

         4.2 ACQUISITION DATE CONDITIONS.

                (a) ALL ASSETS. The occurrence of the Acquisition Date with
respect to each Leased Asset is subject to the occurrence of the Closing Date
and the satisfaction or waiver of the following conditions precedent:

                      (i) LEASE SUPPLEMENT. The Lease Supplement relating to
         such Leased Asset shall have been duly executed and delivered by the
         parties hereto.

                      (ii) APPRAISAL. The Lessor shall have received an
         Appraisal of such Leased Asset in form and substance satisfactory to
         the Lessor and the Administrative Agent and, if such Appraisal shows
         that the Fair Market Sales Value of such Leased Asset as of the
         Expiration Date will be less than the Maximum Lease Balance for such
         Leased Asset, the Lessor and the Lessee shall have agreed on the
         Quarterly Amortization for such Leased Asset.

                      (iii) FILINGS. The Operative Documents (or memoranda
         thereof), any supplements thereto and any UCC Financing Statements
         shall have been recorded, registered and filed, if necessary, in such
         manner as to perfect and protect the Lessor's interest in such Leased
         Asset.

                      (iv) TAXES, ETC. All taxes, assessments, fees and other
         charges in connection with the execution, delivery, recording, filing
         and registration of the Operative Documents and the acquisition of such
         Leased Asset shall have been paid or provisions for such payment shall
         have been made to the satisfaction of the Lessor and the Administrative
         Agent.

                      (v) GOVERNMENTAL APPROVALS. All Governmental Actions
         necessary in connection with the acquisition of such Leased Asset by
         the Lessor shall have been obtained or made and be in full force and
         effect.

                      (vi) REQUIREMENTS OF LAW. In the opinion of the Lessor,
         the Administrative Agent and its counsel, the acquisition and ownership
         of such Leased Asset as contemplated by the Operative Documents do not
         and will not violate in any material respect any Requirements of Law
         and do not and will not subject the Lessor or any Participant to any
         material adverse regulatory prohibitions or constraints.

                                      -5-
<Page>

                      (vii) LESSEE'S AND GUARANTOR'S CERTIFICATES. The Lessor
         shall have received a Lessee's Certificate, in substantially the form
         of EXHIBIT B, and a Guarantor's Certificate, in substantially the form
         of EXHIBIT C, each dated as of such Acquisition Date.

                      (viii) INSURANCE. The Lessor shall have received
         satisfactory evidence that the insurance required to be maintained
         pursuant to the Operative Documents with respect to such Leased Asset
         is in full force and effect.

                (b) PROPERTIES. In addition to the conditions specified in (a)
above, the occurrence of the Acquisition Date with respect to each Leased Asset
consisting of Property is subject to the following conditions precedent:

                      (i) DEED OR GROUND LEASE. The Lessor and the
         Administrative Agent shall have received a Deed or Ground Lease with
         respect to the Land constituting a part of such Property.

                      (ii) MORTGAGE. Except as the Lessor may otherwise agree,
         the Lessor shall have received a Mortgage relating to such Property
         duly executed and delivered by the Lessee.

                      (iii) MEMORANDUM OF LEASE. A memorandum of lease, in a
         form appropriate for recording in the jurisdiction in which such
         Property is located, shall have been duly executed and delivered by the
         Lessor and the Lessee.

                      (iv) OPINION OF COUNSEL. Counsel to the Lessee in the
         jurisdiction where such Property is located shall have delivered an
         opinion as to local law matters in form and substance reasonably
         satisfactory to the Lessor and the Administrative Agent.

                      (v) ENVIRONMENTAL AUDIT. The Lessor shall have received an
         Environmental Audit for such Property in form and substance
         satisfactory to the Lessor and the Administrative Agent.

                      (vi) SURVEY. The Lessee shall have delivered to the Lessor
         an ALTA/1999 (Urban) Survey of the Land included in such Property
         prepared by an independent, licensed registered public land surveyor
         and meeting the Minimum Standard Detail Requirements for ALTA/ACSM Land
         Title Surveys as adopted by the American Land Title
         Association/American Society and American Congress on Surveying and
         Mapping in 1999, certified to the Lessor, the Collateral Agent and the
         Title Company and otherwise in form reasonably acceptable to the Lessor
         and the Administrative Agent.

                      (vii) TITLE INSURANCE. The Lessor shall have received an
         ALTA owners or leasehold title insurance policy and a mortgagee's title
         insurance policy covering such Property in favor of the Lessor and the
         Collateral Agent, respectively, such policies to be dated as of the
         Acquisition Date and in an amount not less than the Maximum Lease
         Balance for such Property and to be reasonably satisfactory to the
         Lessor and the Administrative Agent with an owner's comprehensive (ALTA
         9) endorsement, a 3.0 zoning endorsement and/or other endorsements
         reasonably requested by the Lessor, in each case to the extent
         available in the State where such Property is located.

                      (viii) TENANT IMPROVEMENTS. If the Property Acquisition
         Cost for such Property includes Tenant Improvements, the Lessor shall
         have received a breakdown of the cost

                                      -6-
<Page>

         of such Tenant Improvements in form and substance
         reasonably satisfactory to the Lessor and the Administrative Agent.

                      (ix) INVOLUNTARY CHANGE OF CONTROL. No Involuntary Change
         of Control shall have occurred.

                (c) CONSTRUCTION PROPERTIES. In addition to the conditions
specified in (a) and (b) above, the occurrence of the Acquisition Date with
respect to each Construction Property is subject to the following conditions
precedent (except as otherwise provided in SECTION 4.2(d)):

                      (i) CONSTRUCTION AGENCY AGREEMENT. The Construction Agency
         Agreement shall have been duly executed and delivered by the Lessor and
         the Construction Agent.

                      (ii) CONSTRUCTION AGENCY AGREEMENT SUPPLEMENT. The
         Construction Agency Agreement Supplement relating to such Construction
         Property shall have been duly executed and delivered by the Lessor and
         the Construction Agent.

                      (iii) CONSTRUCTION DOCUMENTS. The Lessor shall have
         received the Plans and Specifications, the Budget and the EPC
         Construction Contract or the GC Construction Contracts, as applicable,
         relating to such Property, all of which shall be in form and substance
         reasonably satisfactory to the Lessor and the Administrative Agent.

                      (iv) CONSTRUCTION DOCUMENTS ASSIGNMENT. The Construction
         Documents Assignment relating to such Construction Property shall have
         been duly executed and delivered by the Construction Agent, and the
         Construction Agent shall have obtained any consent necessary in
         connection therewith.

                      (v) ARCHITECT'S CERTIFICATE. The Lessor shall have
         received a certificate from the Architect, in form and scope reasonably
         satisfactory to the Lessor and the Administrative Agent, substantially
         to the effect that (i) such Property as improved in accordance with the
         Plans and Specifications and the contemplated use thereof by the Lessee
         will comply in all material respects with all Requirements of Law and
         Insurance Requirements and (ii) the Plans and Specifications have been
         prepared in accordance with applicable Requirements of Law and upon
         completion of the Improvements in accordance with the Plans and
         Specifications, such Improvements on the Property will not encroach in
         any manner onto any adjoining land (except as permitted by express
         written easements or as insured by appropriate title insurance).

                (d) ACQUISITIONS OF LAND. If the conditions precedent set forth
in SECTIONS 4.2(c)(iii) through (c)(v) have not been satisfied as of the
Acquisition Date with respect to any Construction Property, the Acquisition Date
with respect to such Property may still occur if the following conditions
precedent have been satisfied:

                      (i) PRELIMINARY PLANS AND BUDGET. The Lessor shall have
         received preliminary plans and specifications for the Construction of
         Improvements contemplated for such Property and a preliminary budget
         for the Construction of such Improvements, all of which shall be in
         form and substance reasonably satisfactory to the Lessor and the
         Administrative Agent.

                      (ii) ADDITIONAL ASSURANCES. The Lessor shall have received
         a certificate from the Construction Agent in which the Construction
         Agent represents and warrants that (i) such Property, when built in
         accordance with the preliminary plans and specifications and the
         preliminary budget for such Property and the Plans and Specifications
         and Budget to be delivered

                                      -7-
<Page>

         with respect to such Property, will conform to the
         requirements of this Lease and the other Operative Documents and (ii)
         the Construction Agent will commence the Construction of such Property
         promptly and, in any event, within three (3) months of the Acquisition
         Date for such Property

Notwithstanding anything herein or in the other Operative Documents to the
contrary, the Lessee may not request, and shall not be entitled to, any
additional Funding with respect to a Construction Property for which the
Acquisition Date has occurred pursuant to this SECTION 4.2(d) unless and until
the conditions set forth in SECTIONS 4.2(c)(iii) through 4.2(c)(v) have been
satisfied with respect to such Property.

         4.3 CONDITIONS PRECEDENT TO EACH FUNDING. The obligations of the Lessor
to make a Funding on a Funding Date, including the initial Funding occurring on
any Acquisition Date, is subject to satisfaction or waiver of the following
conditions precedent:

                (a) FUNDING REQUEST. The Lessor shall have received a fully
executed counterpart of the applicable Funding Request, executed by the Lessee.

                (b) ACCURACY OF REPRESENTATIONS AND WARRANTIES. On the
applicable Funding Date the representations and warranties of the Lessee
contained herein and in each of the other Operative Documents to which it is a
party and of the Guarantor contained in the Guaranty and in each of the other
Operative Documents to which it is a party shall each be true and correct in all
material respects as though made on and as of such date, except to the extent
such representations or warranties relate solely to an earlier date, in which
case such representations and warranties shall have been true and correct on and
as of such earlier date.

                (c) NO DEFAULT. There shall not have occurred and be continuing
any Default or Event of Default and no Default or Event of Default will have
occurred after giving effect to the making of the Funding requested by such
Funding Request.

                (d) CONSTRUCTION PROGRESS. If requested by the Lessor or the
Administrative Agent in the case of a Funding relating to a Construction
Property, the Lessor and the Administrative Agent shall have received (i) copies
of reports describing in reasonable detail the progress of Construction, unpaid
invoices, receipted bills and Lien waivers, and such other supporting
information as the Lessor or the Administrative Agent may reasonably request, in
each case relating to such Construction Property, and (ii) a certificate from
the Lessee as to the amount of any unreimbursed Construction costs incurred by
the Construction Agent and outstanding on the applicable Funding Date.

                (e) TITLE POLICY ENDORSEMENT. In the case of a Funding relating
to a Construction Property, the Lessor and the Administrative Agent shall have
received an endorsement to the title policy previously delivered pursuant to
this Lease for such Property (i) indicating that since the date of the preceding
Funding relating to such Property there has been no change in the state of title
and no additional survey exceptions not theretofore approved by the Lessor or
the Administrative Agent and (ii) updating the title policy to the date of such
endorsement.

                                   ARTICLE V

                      CONDITIONS TO SUBSTANTIAL COMPLETION

         5.1 CONDITIONS TO SUBSTANTIAL COMPLETION OF A CONSTRUCTION PROPERTY.
Substantial Completion with respect to a Construction Property shall be deemed
to have occurred for purposes of the Operative Documents at such time as (i) the
Construction shall have been substantially completed in accordance with the
Plans and Specifications and all Requirements of Law, (ii) the Lessee shall have
delivered to the

                                      -8-
<Page>

Lessor (A) a final as-built survey for such Property, (B) if
available in the State where such Property is located, a 3.1 zoning endorsement
reasonably satisfactory to the Lessor, and (C) a Substantial Completion Funding
Request for such Property and (iii) such Property shall be ready for occupancy
and operation, as evidenced by (A) a certificate of the Architect, (B) the
application by the EPC Contractor, if applicable, for the payment to be made
upon substantial completion, (C) the issuance by the appropriate Governmental
Authority of temporary or final certificates of occupancy for all of the
Improvements contemplated by the Plans and Specifications or (D) such other
evidence as the Lessor may reasonably request, all of which shall be in form and
substance reasonably satisfactory to the Lessor and the Administrative Agent. If
a final certificate of occupancy has not been issued on the Lease Commencement
Date for any Property, then the Lessee will, within nine (9) months of such
date, obtain and furnish to the Lessor such final certificate of occupancy.

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

         6.1 REPRESENTATIONS OF THE LESSOR. The Lessor represents and warrants
to the Lessee that:

                (a) ERISA. The Lessor is not and will not be making its Fundings
hereunder, and is not performing its obligations under the Operative Documents,
with the assets of an "employee benefit plan" (as defined in SECTION 3(3) of
ERISA) which is subject to Title I of ERISA, or a "plan" (as defined in SECTION
4975(e)(1) of the Code).

                (b) STATUS. The Lessor is a Connecticut statutory trust.

                (c) POWER AND AUTHORITY. The Lessor has the power and authority
to execute, deliver and perform the Operative Documents to which it is or will
be a party and has taken all necessary action to authorize the execution,
delivery and performance of the Operative Documents to which it is a party and
has duly executed and delivered each Operative Document required to be executed
and delivered by it and, assuming the due authorization, execution and delivery
thereof on the part of each other party thereto, each such Operative Document
constitutes a legal, valid and binding obligation enforceable against it in
accordance with its terms, except as the same may be limited by insolvency,
bankruptcy, reorganization or other similar laws relating to or affecting the
enforcement of creditors' rights or by general equitable principles.

                (d) INVESTMENT COMPANY ACT. The Lessor is not an "investment
company" or a company "controlled" by an "investment company," within the
meaning of the Investment Company Act of 1940, as amended.

         6.2 REPRESENTATIONS OF THE LESSEE. The Lessee represents and warrants
to the Lessor that:

                (a) CORPORATE STATUS. The Lessee (i) is a duly organized and
validly existing corporation in good standing under the laws of the State of
Delaware and (ii) has duly qualified and is authorized to do business and is in
good standing in each jurisdiction in which a Property is located and in all
other jurisdictions where the failure to do so might have a material adverse
effect on it or its assets.

                (b) CORPORATE POWER AND AUTHORITY. The Lessee has the corporate
power and authority to execute, deliver and perform the Operative Documents to
which it is or will be a party and has taken all necessary corporate action to
authorize the execution, delivery and performance of the Operative Documents to
which it is a party and has duly executed and delivered each Operative Document
required to be executed and delivered by it and, assuming the due authorization,
execution and delivery thereof on

                                      -9-
<Page>

     the  part of  each  other  party  thereto,  each  such  Operative  Document
constitutes  a legal,  valid and binding  obligation  enforceable  against it in
accordance  with its terms,  except as the same may be  limited  by  insolvency,
bankruptcy,  reorganization  or other  similar laws relating to or affecting the
enforcement of creditors' rights or by general equitable principles.

                (c) NO VIOLATION. Neither the execution, delivery and
performance by the Lessee of the Operative Documents to which it is or will be a
party nor compliance with the terms and provisions thereof, nor the consummation
by the Lessee of the transactions contemplated therein (i) will result in a
violation by the Lessee of any applicable provision of any law, statute, rule,
regulation, order, writ, injunction or decree of any court or governmental
instrumentality having jurisdiction over the Lessee or any Leased Asset that
would materially adversely affect (x) the validity or enforceability of the
Operative Documents to which the Lessee is a party, or the title to, or value or
condition of, any Leased Asset, or (y) the business, financial condition,
results of operations or prospects of the Lessee or the ability of the Lessee to
perform its obligations under the Operative Documents, (ii) will result in any
breach which would constitute a default under, or (other than pursuant to the
Operative Documents) result in the creation or imposition of (or the obligation
to create or impose) any Lien upon any of the assets of the Lessee or the
Guarantor pursuant to the terms of, any indenture, loan agreement, lease or
other agreement to which the Lessee or the Guarantor is a party or by which it
or any of its assets is bound or to which it may be subject (other than
Permitted Liens), or (iii) will violate any provision of the certificate of
incorporation or by-laws of the Lessee.

                (d) LITIGATION. There are no actions, suits or proceedings
pending or, to the knowledge of the Lessee, threatened (i) that, if adversely
determined, could reasonably be expected to have a material adverse effect on
the business, financial condition, results of operations or prospects of the
Lessee or (ii) that question the validity of the Operative Documents or the
rights or remedies of the Lessor with respect to the Lessee or any Leased Asset
under the Operative Documents.

                (e) GOVERNMENTAL APPROVALS. No Governmental Action by any
Governmental Authority having jurisdiction over the Lessee or any Leased Asset
is required to authorize or is required in connection with (i) the execution,
delivery and performance by the Lessee of any Operative Document to which it is
a party or (ii) in the case of any Construction Property, the Construction
related thereto, except for any such Governmental Action which (A) has been
obtained and is in full force and effect, (B) is not yet required to be obtained
and will be duly obtained at or before the time required by all Requirements of
Law or (C) if not obtained, would not have a material adverse effect on the
title to, or the use, operation or value of, such Property.

                (f) INVESTMENT COMPANY ACT. The Lessee is not an "investment
company" or a company "controlled" by an "investment company," within the
meaning of the Investment Company Act of 1940, as amended.

                (g) PUBLIC UTILITY HOLDING COMPANY ACT. The Lessee is not a
"holding company" or a "subsidiary company", or an "affiliate" of a "holding
company" or of a "subsidiary company" of a "holding company", within the meaning
of the Public Utility Company Act of 1935, as amended.

                (h) TAXES. All United States federal income tax returns and all
other material tax returns which are required to have been filed have been or
will be filed by or on behalf of the Lessee by the respective due dates,
including extensions, and all taxes due with respect to the Lessee shown on such
returns or pursuant to any assessment received by the Lessee have been or will
be paid or are being contested in good faith by the Lessee by appropriate
procedures. The charges, accruals and reserves on the books of the Lessee in
respect of taxes or other governmental charges are, in the opinion of the
Lessee, adequate.

                                      -10-
<Page>

                (i) ENVIRONMENTAL LAWS. The Lessee is in compliance with all
Environmental Laws in all jurisdictions in which all real property of the
Lessee, including all Land, is located, other than those the non-compliance with
which would not have a material adverse effect on any Land or the business,
financial condition, results of operations or prospects of the Lessee.

                (j) CONSTRUCTION PROPERTIES.

                      (i) Each EPC Construction Contract, in the case of EPC
         Construction Property, will provide for construction, on a turn-key
         basis, of the Improvements thereto for a fixed price or a guaranteed
         maximum price on or before a date certain and will contain customary
         retainage provisions.

                      (ii) (A) Each GC Construction Contract, in the case of GC
         Construction Property, will provide for construction of that portion of
         the Improvements to be built pursuant thereto for a fixed price or a
         guaranteed maximum price on or before a date certain and will contain
         customary retainage provisions.

                           (B) The Construction Agent has entered into or, with
         respect to a Construction Property the Acquisition Date for which has
         occurred pursuant to SECTION 4.2(d), will enter into GC Construction
         Contracts with respect to each GC Construction Property that, in the
         aggregate, will account for at least 80% of the Construction amounts
         described in the Budget for such Property.

                      (iii) The Outside Completion Date for each Construction
         Property designated in the Lease Supplement therefor is, as of the
         related Acquisition Date, a date which is not later than two (2) months
         after the date on which the Lessee in good faith expects to achieve
         Substantial Completion with respect to the Improvements to be
         constructed on such Property.

                (k) TITLE; GROUND LEASE. Each Deed, if any, is in form and
substance sufficient to convey to the Lessor good and marketable title to the
applicable Property and fee simple title to the Land component thereof subject
in each case only to Permitted Liens. Each Ground Lease, if any, is in form and
substance sufficient to convey a valid leasehold interest in the applicable
Land. The Lessor will at all times during the Lease Term have fee simple title
or a valid leasehold interest in all Land and good title to all Improvements,
subject in each case only to Permitted Liens.

                (l) INSURANCE. The Lessee carries insurance with reputable
insurers in respect of its material assets, in such manner, in such amounts and
against such risks as is customarily maintained by other Persons of similar size
engaged in similar business.

                (m) USE OF FUNDINGS. No part of any Funding will be used
directly or indirectly for the purpose of purchasing or carrying, or for payment
in full or in part of debt that was incurred for the purposes of purchasing or
carrying, any margin security as such term is defined in Regulation U of the
Board of Governors of the Federal Reserve System.

                (n) SOLVENCY. The Lessee is Solvent.

         6.3 REPRESENTATIONS OF THE LESSEE WITH RESPECT TO EACH ACQUISITION. The
Lessee represents and warrants to the Lessee as of the Acquisition Date for each
Property:

                (a) APPRAISAL. The information contained in the Appraisal for
such Property is accurate and complete in all material respects.

                                      -11-
<Page>

                (b) INSURANCE. The insurance in effect with respect to such
Property conforms to the requirements of this Lease or the Construction Agency
Agreement, as applicable.

                (c) GENERAL REQUIREMENTS. Such Property (as improved in
accordance with the Plans and Specifications for such Property in the case of a
Construction Property) and the contemplated use thereof by the Lessee and its
agents, assignees, employees, lessees, licensees and tenants will comply in all
material respects with all Requirements of Law (including, without limitation,
all zoning and land use laws) and Insurance Requirements, except for such
Requirements of Law as the Lessee shall be contesting as permitted hereby. All
water, sewer, electric, gas, telephone and drainage facilities and all other
utilities required to adequately service the Improvements on such Property for
its intended use (upon Substantial Completion, in the case of any Construction
Property) will be available pursuant to adequate permits (including any that may
be required under applicable Environmental Laws). There is no action, suit or
proceeding (including any proceeding in condemnation or eminent domain or under
any Environmental Law) pending or, to the best of the Lessee's knowledge,
threatened with respect to the Lessee, its Affiliates or such Property, that is
reasonably likely to have a material adverse effect on the title to, or the use,
operation or value of, such Property. No fire or other casualty with respect to
such Property has occurred which fire or other casualty has had a material
adverse effect on the value or condition of such Property. All utilities serving
such Property are located in, and vehicular access to the Improvements on such
Property is provided by, either public rights-of-way abutting such Property or
Appurtenant Rights. All material licenses, approvals, authorizations, consents,
permits, easements and rights-of-way required for (x) the use, operation and
occupancy of such Property and (y) the use, treatment, storage, transport,
disposal or disposition of any Hazardous Substance on, at, under or from such
Property have either been obtained from the appropriate Governmental Authorities
having jurisdiction or from private parties, as the case may be, or will be
obtained from the appropriate Governmental Authorities having jurisdiction or
from private parties, as the case may be, at or before the time required by
Applicable Law, except in each case for such licenses, approvals,
authorizations, consents, permits, easements and rights-of-way the absence of
which would not have a material adverse effect on the title to, or the use,
operation or value of such Property. No portion of such Property on which
Improvements are or will be located is located in an area identified as a
special flood hazard area by the Federal Emergency Management Agency or other
applicable agency.

         6.4 REPRESENTATIONS OF THE LESSEE WITH RESPECT TO EACH FUNDING. The
Lessee represents and warrants to the Lessor as of each Funding Date as follows:

                (a) CONDITIONS PRECEDENT. All conditions precedent to such
Funding set forth in ARTICLE IV have been satisfied.

                (b) IMPROVEMENTS. In the case of a Funding for any Construction
Property, (i) the Construction of the Improvements to such Property to the date
of such Funding has been performed in a good and workmanlike manner,
substantially in accordance with the Plans and Specifications for such Property
and in compliance with all material Insurance Requirements and Requirements of
Law and (ii) all material licenses, approvals, authorizations, consents, permits
(including building, demolition and environmental permits), easements and
rights-of-way required for the Construction of the Improvements to such Property
in accordance with the Plans and Specifications therefor and the Construction
Agency Agreement have either been obtained from the appropriate Governmental
Authorities having jurisdiction or from private parties, as the case may be, and
are in full force and effect or will be obtained from the appropriate
Governmental Authorities having jurisdiction or from private parties, as the
case may be, at or before the time required by all Requirements of Law, except
for such licenses, approvals, authorizations, consents, permits, easements and
rights-of-way the absence of which would not have a material adverse effect on
the title to, or the use, operation or value of such Property.

                                      -12-
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                (c) LIENS. The Lessee has not permitted Liens to be placed
against any Leased Asset other than Permitted Liens.

                (d) AMOUNT OF FUNDINGS. In the case of a Funding with respect to
any Leased Asset other than a Construction Property, the amount of the Funding
requested represents amounts owed (or, in the case of Tenant Improvements or
Transaction Expenses, expected to be owed) to third parties in respect of the
Property Acquisition Costs of such Leased Asset. In the case of a Funding with
respect to a Construction Property, the amount of the Funding requested
represents amounts owed to third parties in respect of Land Acquisition Costs or
owed or paid by the Construction Agent to third parties in respect of Property
Improvements Costs, in each case incurred prior to the date of such Funding and
for which neither the Lessee nor the Construction Agent has previously been
reimbursed by a Funding, PROVIDED that this representation shall not apply to
any portion of a Funding made on Substantial Completion which is to be used to
pay for open punch list items or other holdbacks. With respect to any portion of
a Funding made on Substantial Completion which is to be used to pay for open
punch list items or other holdbacks, the Lessee represents that such portion
will be used for such purpose to the extent that a contractor or subcontractor
is entitled thereto and that neither the Lessee nor the Construction Agent has
previously been reimbursed therefor by a Funding.

                                   ARTICLE VII

             PAYMENT OF RENT; FEES; EXCESS TENANT IMPROVEMENT FUNDS

         7.1 RENT. The Lessee shall pay Base Rent in arrears on each Leased
Asset on each Payment Date during the Lease Term for such Leased Asset, on the
date required under SECTION 24.1(i) in connection with the Lessee's exercise of
the Remarketing Option and on any date on which this Lease shall terminate. In
addition, if all or any portion of the Lease Balance of any Leased Asset is paid
on any date other than a Payment Date, then the Lessee shall also pay Base Rent
on such Leased Asset on such date in an amount equal to the accrued Base Rent on
the Lease Balance so paid to the date of such payment. Base Rent shall be
calculated as provided in APPENDIX 2.

         7.2 PAYMENT OF RENT. Rent shall be paid absolutely net to the Lessor,
so that this Lease shall yield to the Lessor the full amount thereof, without
setoff, deduction or reduction. Neither the Lessee's inability or failure to
take possession of all or any portion of any Leased Asset when delivered by the
Lessor, whether or not attributable to any act or omission of the Lessee or any
act or omission of the Lessor, or for any other reason whatsoever, shall delay
or otherwise affect the Lessee's obligation to pay Rent for such Leased Asset in
accordance with the terms of this Lease.

         7.3 SUPPLEMENTAL RENT.

                (a) The Lessee shall pay to the Lessor any and all Supplemental
Rent as the same shall become due and payable, and if the Lessee fails to pay
any Supplemental Rent, the Lessor shall have all rights, powers and remedies
provided for herein or by law or equity or otherwise in the case of nonpayment
of Base Rent. The Lessee shall pay to the Lessor, as Supplemental Rent, among
other things, on demand, interest at the applicable Overdue Rate on any amount
payable by the Lessee hereunder or under any other Operative Document (including
Base Rent, Lease Balance, Guaranteed Residual Value or Construction Period
Guaranteed Amount) not paid when due for the period for which the same shall be
overdue until the same shall be paid. The expiration or other termination of the
Lessee's obligations to pay Base Rent hereunder shall not limit or modify the
obligations of the Lessee with respect to Supplemental Rent. Unless expressly
provided otherwise in this Lease, in the event of any failure on the part of the
Lessee to pay and discharge any Supplemental Rent as and when due, the Lessee
shall also promptly pay and discharge any fine, penalty, interest or cost which
may be assessed or added

                                      -13-
<Page>

under any agreement with a third party for nonpayment or late payment of such
Supplemental Rent, all of which shall also constitute Supplemental Rent.

                (b) The Lessor may, with the consent of the Administrative Agent
and the Lessee, enter into the Lessor Interest Rate Hedge. If the Lessor enters
into the Lessor Interest Rate Hedge, then on each date on which any amount is
payable under the Lessor Interest Rate Hedge: (i) if there is a net amount
payable by the Lessor to the Swap Counterparty, then the Lessee will pay to the
Lessor on such date as Supplemental Rent such net amount; and (ii) if there is a
net amount payable by the Swap Counterparty to the Lessee, then the amount then
due and payable by the Lessee to the Lessor will be reduced by the net amount
actually received by the Lessor from the Swap Counterparty on such date. In
addition, if all or any portion of the Lease Balance of any Leased Asset shall
be paid prior to November 22, 2007, or if the Total Commitment shall be reduced
prior to such date, then on the date of such payment or reduction (or as
promptly thereafter as practicable) (i) the Lessor shall reduce the notional
amount of the Lessor Interest Rate Hedge by an amount equal to such payment or
reduction and (ii) the Lessee shall pay to the Lessor the amount of any cost,
premium, penalty or expense payable by the Lessor to the Swap Counterparty in
connection with such reduction.

         7.4 COMMITMENT FEE; OPTIONAL REDUCTION OF COMMITMENT.

                (a) The Lessee shall pay to the Lessor a commitment fee (the
"COMMITMENT FEE") on the daily average Available Commitment for the period from
the Closing Date to the earlier of the Base Date or the date of termination of
the Commitments at a rate per annum equal to 0.50% per annum. Except for any
portion of the Commitment Fee capitalized pursuant to SECTION 3.2(e), the
accrued Commitment Fee shall be payable as Supplemental Rent on each Payment
Date. The Commitment Fee shall be computed on the basis of the actual number of
days occurring during the period for which such fee is payable over a year of
360 days.

                (b) The Lessee may, upon not less than four (4) Business Days'
irrevocable prior notice to the Lessor and the Administrative Agent, reduce
permanently all or any portion of the Total Commitment, PROVIDED that (i) any
partial reduction of the Total Commitment must be in an amount of at least
$5,000,000 and (ii) no such reduction shall result in the Total Commitment being
less than the aggregate of the Maximum Lease Balances for each Property acquired
by the Lessor. The Lessor will, subject to SECTION 3.3, promptly make a
corresponding reduction of the Commitments under the Credit Agreement and of the
Equity Commitments under the Trust Agreement.

         7.5 REPAYMENT OF EXCESS FUNDS FOR TENANT IMPROVEMENTS. The Lessee shall
repay to the Lessor any portion of a Funding made with respect to Tenant
Improvements that has not been utilized by the Lessee to pay the cost of such
Tenant Improvements upon the completion of such Tenant Improvements, unless the
portion not so utilized is less than $200,000, in which case such portion may be
retained by the Lessee. Such repayment shall be made on the Payment Date next
following the date of such completion, and the Lease Balance with respect to the
relevant Leased Asset shall be reduced on such Payment Date by the amount of
such payment.

         7.6 METHOD OF PAYMENT. Each payment of Rent or any other amount due
hereunder shall be made by the Lessee to the Lessor prior to 1:00 p.m., New York
City time, at the Lessor's account at the Collateral Agent in funds consisting
of lawful currency of the United States of America which shall be immediately
available on the scheduled date when such payment shall be due, unless such
scheduled date shall not be a Business Day, in which case such payment shall be
made on the next succeeding Business Day. Payments received after 1:00 p.m., New
York City time, on any day shall be deemed received on the next succeeding
Business Day.

                                      -14-
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                                  ARTICLE VIII

                        QUIET ENJOYMENT; RIGHT TO INSPECT

         8.1 QUIET ENJOYMENT. Subject to SECTIONS 2.5 and 8.2, and subject to
the rights of the Lessor contained herein and the other terms of the Operative
Documents to which the Lessee is a party, the Lessee shall peaceably and quietly
have, hold and enjoy each Leased Asset for the Lease Term applicable thereto,
free of any claim or other action by the Lessor or anyone claiming by, through
or under the Lessor (other than the Lessee) with respect to any matters arising
from and after the Acquisition Date. Such right of quiet enjoyment is
independent of, and shall not affect the Lessor's rights otherwise to initiate
legal action to enforce, the obligations of the Lessee under this Lease.

         8.2 RIGHT TO INSPECT. During the Lease Term, the Lessee shall, upon
reasonable notice from the Lessor (except that no notice shall be required if an
Event of Default under this Lease has occurred and is continuing), permit the
Lessor and its authorized representatives to inspect any Leased Asset during
normal business hours. Lessor and its authorized representatives shall maintain
the confidentiality of any confidential information obtained during the course
of any inspection and, at the request and expense of the Lessee, shall execute
and deliver non-disclosure agreements to such effect as may be reasonably
appropriate.

                                   ARTICLE IX

                                 NET LEASE, ETC.

         9.1 NET LEASE. This Lease shall constitute a net lease. Any present or
future law to the contrary notwithstanding, this Lease shall not terminate, nor
shall the Lessee be entitled to any abatement, suspension, deferment, reduction,
setoff, counterclaim, or defense with respect to the Rent, nor shall the
obligations of the Lessee hereunder be affected (except as expressly herein
permitted and by performance of the obligations in connection therewith) by
reason of: (i) any defect in the condition, merchantability, design,
construction, quality or fitness for use of any Leased Asset or any part
thereof, or the failure of any Leased Asset to comply with all Requirements of
Law, including any inability to occupy or use any Leased Asset by reason of such
non-compliance; (ii) any damage to, removal, abandonment, salvage, loss,
contamination of or Release from, scrapping or destruction of or any requisition
or taking of any Leased Asset or any part thereof; (iii) any restriction,
prevention or curtailment of or interference with any use of any Leased Asset or
any part thereof including eviction; (iv) any defect in title to or rights to
any Leased Asset or any Lien on such title or rights or on any Leased Asset
(other than Lessor Liens); (v) any change, waiver, extension, indulgence or
other action or omission or breach in respect of any obligation or liability of
or by the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition,
adjustment, dissolution, liquidation or other like proceedings relating to the
Lessee or any other Person, or any action taken with respect to this Lease by
any trustee or receiver of the Lessee or any other Person, or by any court, in
any such proceeding; (vii) any claim that the Lessee has or might have against
any Person, including without limitation the Lessor and any vendor,
manufacturer, contractor of or for any portion of any Leased Asset; (viii) any
failure on the part of the Lessor to perform or comply with any of the terms of
this Lease (other than performance by Lessor of its obligations set forth in
SECTION 2.1), of any other Operative Document or of any other agreement; (ix)
any invalidity or unenforceability or illegality or disaffirmance of this Lease
against or by the Lessee or any provision hereof or any of the other Operative
Documents or any provision of any thereof; (x) any restriction, prevention or
curtailment of or interference with the construction on or any use of any Leased
Asset or any part thereof; or (xi) any other cause or circumstances, similar to
the foregoing and whether or not the Lessee shall have notice or knowledge of
any of the foregoing. The agreement of the Lessee in the preceding sentence
shall not affect any claim, action or right that the Lessee may have against the
Lessor or any other Person. The

                                      -15-
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parties intend that the obligations of the Lessee hereunder shall be covenants
and agreements that are separate and independent from any obligations of the
Lessor or any other Person hereunder or under any other Operative Documents and
the obligations of the Lessee shall continue unaffected unless such obligations
shall have been modified or terminated in accordance with an express provision
of this Lease.

         9.2 NO TERMINATION OR ABATEMENT. The Lessee shall remain obligated
under this Lease in accordance with its terms and shall not take any action to
terminate, rescind or avoid this Lease, notwithstanding any action for
bankruptcy, insolvency, reorganization, liquidation, dissolution, or other
proceeding affecting the Lessor, or any action with respect to this Lease which
may be taken by any trustee, receiver or liquidator of the Lessor or by any
court with respect to the Lessor. The Lessee hereby waives all right (i) to
terminate or surrender this Lease (except as provided herein) or (ii) to avail
itself of any abatement, suspension, deferment, reduction, setoff, counterclaim
or defense with respect to any Rent. The Lessee shall remain obligated under
this Lease in accordance with its terms and the Lessee hereby waives any and all
rights now or hereafter conferred by statute or otherwise to modify or to avoid
strict compliance with its obligations under this Lease. Notwithstanding any
such statute or otherwise, the Lessee shall be bound by all of the terms and
conditions contained in this Lease.

                                    ARTICLE X

                                    SUBLEASES

         10.1 SUBLETTING. The Lessee may not, without the consent of the Lessor,
sublease any Leased Asset or any portion thereof to any Person, except that the
Lessee may sublease a portion of any Leased Asset to (a) any Affiliate of the
Lessee or (b) any other Person if (i) the Lessee continues to occupy a material
portion of such Leased Asset and (ii) no Event of Default shall have occurred
and be continuing on the date on which such sublease commences or would result
therefrom. No sublease or other relinquishment of possession of such Leased
Asset shall in any way discharge or diminish any of the Lessee's obligations to
the Lessor hereunder and the Lessee shall remain directly and primarily liable
under this Lease as to such Leased Asset, or portion thereof, so sublet. Any
sublease of such Leased Asset shall expressly be made subject to and
subordinated to this Lease and to the rights of the Lessor hereunder and shall
have a scheduled expiration date that occurs prior to the Expiration Date. In
connection with any sublease, the Lessee may request the Lessor to enter into a
customary non-disturbance agreement with the sublessee. The Lessor will act in a
commercially reasonable manner in determining whether or not to enter into such
non-disturbance agreement.

                                   ARTICLE XI

                             LESSEE ACKNOWLEDGMENTS

         11.1 CONDITION OF THE LEASED ASSETS. THE LESSEE ACKNOWLEDGES AND AGREES
THAT IT IS LEASING EACH LEASED ASSET "AS IS" WITHOUT, EXCEPT AS EXPRESSLY
OTHERWISE PROVIDED HEREIN, REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR
IMPLIED) BY THE LESSOR AND SUBJECT TO (A) THE EXISTING STATE OF TITLE, (B) THE
RIGHTS OF ANY PARTIES IN POSSESSION THEREOF, (C) ANY STATE OF FACTS WHICH AN
ACCURATE SURVEY OR PHYSICAL INSPECTION MIGHT SHOW AND (D) VIOLATIONS OF
REQUIREMENTS OF LAW WHICH MAY EXIST ON THE DATE HEREOF OR AT ANY TIME HEREAFTER.
THE LESSOR HAS NOT MADE, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED HEREIN, AND
SHALL NOT BE DEEMED TO HAVE MADE ANY REPRESENTATION, WARRANTY OR COVENANT
(EXPRESS OR IMPLIED) AND SHALL NOT BE DEEMED TO HAVE ANY LIABILITY WHATSOEVER AS
TO THE TITLE (OTHER THAN FOR LESSOR LIENS), VALUE, HABITABILITY, USE, CONDITION,
DESIGN, OPERATION, OR

                                      -16-
<Page>

FITNESS FOR USE OF ANY LEASED ASSET (OR ANY PART THEREOF), OR ANY OTHER
REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED, WITH
RESPECT TO ANY LEASED ASSET (OR ANY PART THEREOF) OR ANY MODIFICATION THERETO
AND THE LESSOR SHALL NOT BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT
THEREIN (OTHER THAN FOR LESSOR LIENS) OR THE FAILURE OF ANY LEASED ASSET, OR ANY
PART THEREOF, TO COMPLY WITH ANY REQUIREMENTS OF LAW. THE LESSEE FURTHER
ACKNOWLEDGES AND AGREES THAT ALTHOUGH THE LESSOR WILL OWN AND HOLD TITLE TO THE
IMPROVEMENTS, THE CONSTRUCTION AGENT IS SOLELY RESPONSIBLE UNDER THE TERMS OF
THE CONSTRUCTION AGENCY AGREEMENT FOR THE DESIGN, DEVELOPMENT, BUDGETING AND
CONSTRUCTION OF THE IMPROVEMENTS TO ANY CONSTRUCTION PROPERTY.

         11.2 RISK OF LOSS. During the Lease Term for any Leased Asset, the risk
of loss of or decrease in the enjoyment and beneficial use of such Leased Asset
as a result of the damage or destruction thereof by fire, the elements,
casualties, thefts, riots, wars or otherwise is assumed by the Lessee, and the
Lessor shall in no event be answerable or accountable therefor.

                                  ARTICLE XII

                            POSSESSION AND USE, ETC.

         12.1 POSSESSION AND USE. Each Leased Asset shall be used in a manner
consistent with the standards applicable to properties of a similar nature and
in any event not less than the standards applied by the Lessee and its
Affiliates for other comparable properties owned or leased by the Lessee and its
Affiliates. The Lessee shall not commit or permit any waste of such Leased Asset
or any part thereof.

         12.2 CHARGES. The Lessee shall pay, or cause to be paid, all charges
and costs required in connection with the use of such Leased Asset as
contemplated by this Lease. The Lessee shall pay or cause to be paid all rents
and charges for electricity, steam, gas, oil, water, telephone, water, sewer and
all other utilities and services used in or on or furnished to each Property
through the Expiration Date. The Lessee shall be entitled to receive any credit
or refund with respect to any utility charge paid by the Lessee with respect to
any Property prior to the Expiration Date and the amount of any credit or refund
actually received by the Lessor on account of any such utility charges, net of
the costs and expenses reasonably incurred by the Lessor in obtaining such
credit or refund, shall be promptly paid over to the Lessee.

         12.3 IMPOSITIONS. The Lessee shall pay, or cause to be paid, all
Impositions. The Lessee shall be entitled to receive any credit or refund with
respect to any Imposition paid by the Lessee with respect to any Leased Asset
prior to the Expiration Date with respect to periods after the Expiration Date
and the amount of any credit or refund actually received by the Lessor on
account of any such Imposition, net of the costs and expenses reasonably
incurred by the Lessor in obtaining such credit or refund, shall be promptly
paid over to the Lessee.

         12.4 COMPLIANCE WITH REQUIREMENTS OF LAW AND INSURANCE REQUIREMENTS.
Subject to the terms hereof relating to permitted contests, the Lessee, at its
sole cost and expense, shall (i) comply in all material respects with all
Requirements of Law and Insurance Requirements relating to each Leased Asset
during the Lease Term applicable thereto, including the construction, use,
operation, maintenance, repair and restoration thereof and the remarketing
thereof pursuant to ARTICLE XXIV, whether or not compliance therewith shall
require structural or extraordinary changes in any Improvements or interfere
with the use and enjoyment of such Leased Asset, and (ii) procure, maintain and
comply in all material respects with

                                      -17-
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all material licenses, permits, orders, approvals, consents and other
authorizations required for the construction, use, operation, maintenance,
repair and restoration of the Leased Assets.

                                  ARTICLE XIII

                         MAINTENANCE AND REPAIR; RETURN

         13.1   MAINTENANCE AND REPAIR.

                (a) The Lessee, at its sole cost and expense, shall maintain
each Leased Asset during the Lease Term applicable thereto in good condition
(ordinary wear and tear excepted) and make all necessary repairs thereto, of
every kind and nature whatsoever, whether interior or exterior, ordinary or
extraordinary, structural or nonstructural or foreseen or unforeseen, in each
case as required by all Requirements of Law and Insurance Requirements and on a
basis consistent with the operation and maintenance of properties comparable in
type to such Leased Asset and in no event less than the standards applied by the
Lessee and its Affiliates in the operation and maintenance of other comparable
properties owned or leased by the Lessee and its Affiliates.

                (b) The Lessor shall under no circumstances be required to build
any improvements on any Property, make any replacements, alterations or renewals
of any nature or description to any Leased Asset or make any expenditure
whatsoever in connection with this Lease (other than for Fundings made in
accordance with and pursuant to the terms of this Lease). The Lessor shall not
be required to maintain, repair or rebuild all or any part of any Leased Asset,
and the Lessee waives any right to (i) require the Lessor to maintain, repair,
or rebuild all or any part of any Leased Assets, or (ii) make repairs at the
expense of the Lessor pursuant to any Requirement of Law, Insurance Requirement,
contract, agreement, or covenant, condition or restriction in effect at any
time.

         13.2   RETURN. The Lessee shall, upon the expiration or earlier
termination of this Lease, vacate and surrender the Leased Assets to the Lessor
in their respective then-current condition, subject to the Lessee's obligations
under SECTIONS 12.4, 13.1, 14.1, 15.1, 18.1(d), 18.2 and 24.1, unless the Lessee
has purchased the Leased Assets from the Lessor as provided herein.

                                  ARTICLE XIV

                               MODIFICATIONS, ETC.

         14.1   MODIFICATIONS, SUBSTITUTIONS AND REPLACEMENTS. After the date of
Substantial Completion for any Construction Property and after the Acquisition
Date for any other Leased Asset, the Lessee, at its sole cost and expense, may
at any time and from time to time make alterations, renovations, improvements
and additions to such Leased Asset or any part thereof and substitutions and
replacements therefor (collectively, "MODIFICATIONS"); PROVIDED, HOWEVER, that:
(i) except for any Modification required to be made pursuant to any Requirements
of Law (a "REQUIRED MODIFICATION"), no Modification shall impair the value,
utility or useful life of such Leased Asset or any part thereof from that which
existed immediately prior to such Modification; (ii) the Modification shall be
done expeditiously and in a good and workmanlike manner; (iii) the Lessee shall
comply with all material Requirements of Law and Insurance Requirements
applicable to the Modification, including the obtaining of all permits and
certificates of occupancy, and the structural integrity of such Leased Asset
shall not be adversely affected; (iv) subject to the terms of ARTICLE XVI
relating to permitted contests, the Lessee shall pay all costs and expenses and
shall discharge (or cause to be insured or bonded over) within sixty (60) days
after the same shall be filed (or otherwise become effective) any Liens arising
with respect to the Modification; (v) such Modifications shall comply with
SECTION 13.1(a); and (vi) the Lessee shall be required to obtain the prior

                                      -18-
<Page>

written approval of the Lessor, which approval shall not be unreasonably
withheld, with respect to any alterations (other than Required Modifications)
that shall (A) materially affect any structural element of the Improvements to
any Property or major building system therein, or (B) cost in excess of the
Threshold Amount or (C) materially change the nature of the Improvements to any
Property or the amount of usable area therein or the utility thereof for the
purposes contemplated by the Lessor and the Lessee as of the date of the Lease
Supplement therefor. All Modifications shall remain part of such Leased Asset
and shall be subject to this Lease and title thereto shall immediately vest in
the Lessor; PROVIDED, HOWEVER, that Modifications that meet each of the
following conditions shall not be subject to this Lease: (x) such Modifications
are not Required Modifications, (y) such Modifications were not financed by the
Lessor and (z) such Modifications are readily removable without impairing the
value, utility or remaining useful life of the related Leased Asset. So long as
no Event of Default has occurred and is continuing, the Lessee may place upon
each Leased Asset any trade fixtures, machinery, equipment or other property
belonging to the Lessee or third parties and may remove the same at any time
during the Lease Term, subject, however, to the terms of SECTION 13.1; PROVIDED
that such trade fixtures, machinery, equipment or other property do not
materially impair the value, utility or remaining useful life of such Leased
Asset; and PROVIDED, FURTHER, that the Lessee shall keep and maintain at each
Property and shall not remove from such Property any Equipment financed or
otherwise paid for (directly or indirectly) by the Lessor pursuant to this
Lease. Notwithstanding the foregoing proviso, so long as no Event of Default has
occurred and is continuing, the Lessee may substitute other equipment for such
Equipment, which substituted equipment shall have a Fair Market Sales Value and
remaining useful life at least equivalent to the Equipment for which it was
substituted and, without further act, such substituted equipment shall be
Equipment hereunder and be part of the applicable Property.

         14.2  TENANT IMPROVEMENTS. All Tenant Improvements for any Property
shall be considered to be Modifications within the meaning of SECTION 14.1. The
Lessee will cause such Tenant Improvements to be completed in a good and
workmanlike manner as promptly as practicable and, in any event, not later than
nine (9) months after the Acquisition Date for each Property.

                                   ARTICLE XV

                           WARRANT OF TITLE; EASEMENTS

         15.1   WARRANT OF TITLE.

                (a) Except as otherwise provided herein and subject to the terms
of ARTICLE XVI relating to permitted contests, the Lessee shall not directly or
indirectly create or allow to remain, and shall promptly discharge at its sole
cost and expense, any Lien, attachment or levy upon any Leased Asset or any
Modifications or any Lien, attachment or levy with respect to the Rent, other
than Permitted Liens.

                (b) Nothing contained in this Lease shall be construed as
constituting the consent or request of the Lessor, expressed or implied, to or
for the performance by any contractor, mechanic, laborer, materialman, supplier
or vendor of any labor or services or for the furnishing of any materials for
any construction, modification, addition, repair or demolition of or to any
Leased Asset or any part thereof. NOTICE IS HEREBY GIVEN THAT THE LESSOR IS NOT
AND SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE
FURNISHED TO THE LESSEE, OR TO ANYONE HOLDING ANY LEASED ASSET OR ANY PART
THEREOF THROUGH OR UNDER THE LESSEE, AND THAT NO MECHANIC'S OR OTHER LIENS FOR
ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF
THE LESSOR IN AND TO ANY LEASED ASSET.

                                      -19-
<Page>

         15.2   GRANTS AND RELEASES OF EASEMENTS; LESSOR'S WAIVERS. Provided
that no Default or Event of Default shall have occurred and be continuing and
subject to the provisions of ARTICLES XII, XIII and XIV, the Lessor hereby
consents in each instance to the following actions by the Lessee, but at the
Lessee's sole cost and expense: (a) the granting of easements, licenses,
rights-of-way and other rights and privileges in the nature of easements
reasonably necessary or desirable for the use, repair, or maintenance of any
Property as herein provided and to give effect to the state of title in effect
for such Property as set forth in the title policy therefor; (b) the release of
existing easements or other rights in the nature of easements which are for the
benefit of any Property; (c) if required by applicable Governmental Authority,
the dedication or transfer of unimproved portions of any Land for road, highway
or other public purposes; and (d) the execution of amendments to any covenants
and restrictions affecting any Property; PROVIDED, HOWEVER, that in each case
(i) such grant, release, dedication, transfer or amendment does not materially
impair the value, utility or remaining useful life of any Property, (ii) such
grant, release, dedication, transfer or amendment is reasonably necessary in
connection with the use, maintenance, alteration or improvement of any Property,
(iii) such grant, release, dedication, transfer or amendment will not cause any
Property or any portion thereof to fail to comply in any material respect with
the provisions of this Lease or any other Operative Document and all
Requirements of Law; (iv) all governmental consents or approvals required prior
to such grant, release, dedication, transfer or amendment have been obtained,
and all filings required prior to such action have been made; (v) such grant,
release, dedication, transfer or amendment will not result in any down-zoning of
any Property or any portion thereof or a material reduction in the maximum
density or development rights available to any Property under all Requirements
of Law; (vi) the Lessee shall remain obligated under this Lease and under any
Operative Document executed by the Lessee consenting to the assignment of the
Lessor's interest in this Lease as security for Fundings made by it to the
Lessor, in each such case in accordance with their terms, as though such grant,
release, dedication, transfer or amendment had not been effected; and (vii) the
Lessee shall pay and perform any obligations of the Lessor under such grant,
release, dedication, transfer or amendment. The Lessor acknowledges the Lessee's
right to finance and to secure under the Uniform Commercial Code, inventory,
furnishings, furniture, equipment, machinery, leasehold improvements and other
personal property located at any Property other than Equipment, and Lessor
agrees to execute landlord waiver forms in favor of any purchase money seller,
lessor or lender which has financed or provided or may finance or provide in the
future such items. Without limiting the effectiveness of the foregoing, PROVIDED
that no Default or Event of Default shall have occurred and be continuing, the
Lessor shall, upon the request of the Lessee, and at the Lessee's sole cost and
expense, execute and deliver any instruments necessary or appropriate to confirm
any such grant, release, dedication, transfer or amendment to any Person
permitted under this SECTION 15.2, including landlord waivers with respect to
any of the foregoing.

                                  ARTICLE XVI

                               PERMITTED CONTESTS

         16.1   PERMITTED CONTESTS.

                (a) The Lessee shall not be required to pay any Imposition on
any Leased Asset, or to discharge or remove any Lien on any Leased Asset, or to
comply or cause any Leased Asset to comply with any Requirements of Law
applicable thereto or the occupancy, use or operation thereof, so long as no
Event of Default exists under this Lease and, in the opinion of the Lessee's
counsel, the Lessee shall have reasonable grounds to contest the existence,
amount, applicability or validity thereof by appropriate proceedings, which
proceedings in the reasonable judgment of the Lessor, (i) shall not involve any
material danger that any Leased Asset or any Base Rent or any Supplemental Rent
would be subject to sale, forfeiture or loss, as a result of failure to comply
therewith, (ii) shall not affect the payment of any Base Rent or any
Supplemental Rent or result in any such amounts being payable to any Person
other

                                      -20-
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than the Lessor or the Collateral Agent, (iii) will not place the Lessor
or any other Indemnitee in any danger of civil liability for which the Lessor or
such Indemnitee is not adequately indemnified (the Lessee's obligation under
SECTION 27.1 of this Lease shall be deemed to be adequate indemnification if no
Default or Event of Default exists and if such civil liability is reasonably
likely to be less than $100,000 per Leased Asset and $500,000 in the aggregate)
or to any criminal liability, (iv) if involving Taxes, shall suspend the
collection of such Taxes, and (v) shall be permitted under and be conducted in
accordance with the provisions of any other instrument to which the Lessee or
the Leased Asset is subject and shall not constitute a default thereunder (a
"PERMITTED CONTEST"). The Lessee shall conduct all Permitted Contests in good
faith and with due diligence and shall promptly after the final determination
(including appeals) of any Permitted Contest, pay and discharge all amounts
which shall be determined to be payable therein. The Lessor shall cooperate in
good faith with the Lessee with respect to all Permitted Contests conducted by
the Lessee pursuant to this SECTION 16.1.

                (b) Promptly following the commencement of any Permitted
Contest, the Lessee shall notify the Lessor in writing thereof if the amount in
contest exceeds $100,000, and shall describe such proceeding in reasonable
detail. In the event that a taxing authority or subdivision thereof proposes an
additional assessment or levy of any Tax for which the Lessee is obligated to
reimburse the Lessor under this Lease, or in the event that the Lessor is
notified of the commencement of an audit or similar proceeding which could
result in such an additional assessment, then the Lessor shall in a timely
manner notify the Lessee in writing of such proposed levy or proceeding.

                                  ARTICLE XVII

                                    INSURANCE

         17.1   PUBLIC LIABILITY AND WORKERS' COMPENSATION INSURANCE. During the
Lease Term for each Property, the Lessee shall procure and carry commercial
general liability insurance for claims for bodily injury or death sustained by
persons or damage to property while on such Property and such other public
liability coverages as are ordinarily procured by the Lessee or its Affiliates
who own or operate similar properties. Such insurance shall be on terms and in
amounts that are materially no less favorable than insurance maintained by the
Lessee or its Affiliates with respect to similar properties that they own and
that are in accordance with normal industry practice in the state in which such
Property is located, PROVIDED that such insurance shall at all times be in an
amount of not less than $10,000,000 with respect to any one occurrence,
accident, disaster or incidence of negligence and not less than $25,000,000 in
the aggregate. The Lessee shall, in connection with the operation of any
Property and the making of any Modifications thereto, comply with, and cause any
applicable contractor to comply with, all applicable workers' compensation laws.

         17.2   HAZARD AND OTHER INSURANCE. During the Lease Term for each
Property, the Lessee shall keep, or cause to be kept, such Property insured
against loss or damage by fire, earthquake, flood and other risks on terms and
in amounts that are no less favorable than insurance covering other similar
properties owned by the Lessee or its Affiliates and that are in accordance with
normal industry practice, PROVIDED that such insurance shall at all times be in
an amount not less than the greater of the Lease Balance of such Property or the
replacement cost thereof.

         17.3   INSURANCE COVERAGE.

                (a) The insurance required under SECTIONS 17.1 and 17.2 shall
name the Lessor, the Trustee, FUNB (as defined in the Trust Agreement), the
Administrative Agent, the Collateral Agent, the Equity Participants and the
Lenders as additional insureds with respect to liability coverage (excluding
worker's compensation insurance), and shall name the Collateral Agent as loss
payee with respect to

                                      -21-
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property coverage. Such insurance may provide for deductible amounts of up to
(i) $1,000,000, if the Applicable Leverage Ratio is less than or equal to 5.50
to 1, and (ii) $250,000, if the Applicable Leverage Ratio is greater than 5.50
to 1, per occurrence and may be obtained by Lessee by endorsement on its blanket
insurance policies provided that each Property shall be separately scheduled so
that no loss at any other property shall reduce the amount payable with respect
to such Property except for the perils of flood and earthquake, where aggregate
limits are usual and customary. All such insurance shall be at the sole cost and
expense of the Lessee and shall be maintained with respect to each Leased Asset
from the Lease Commencement Date thereof through the Expiration Date. Such
certificates shall include a provision for no less than ten (10) days' advance
written notice by the insurer to the Lessor in the event of cancellation or
material change of such insurance.

                (b) The Lessee agrees that the insurance policy or policies
required by SECTIONS 17.1 and 17.2, shall include an appropriate clause pursuant
to which such policy shall provide that it will not be invalidated should the
Lessee waive, in writing, prior to a loss, any or all rights of recovery against
any party for losses covered by such policy, and that the insurance in favor of
the Lessor and the other additional insureds and their rights under and
interests in said policies shall not be invalidated or reduced by any act or
omission or negligence of the Lessee or any other Person having any interest in
any Leased Asset. The Lessee and the Lessor each hereby waives any and all
rights against the other for loss or damage to or loss of use of its property to
the extent of payments made under its property insurance so long as such waiver
shall not affect its rights to recover under such insurance.

                (c) Except as otherwise permitted by clause (d), all such
insurance shall be written by reputable insurance companies that are financially
sound and solvent and otherwise reasonably appropriate considering the amount
and type of insurance being provided by such companies. Any insurance company
selected by the Lessee shall be rated in Best's Insurance Guide or any successor
thereto and shall have a general policyholder rating of "A-" and a financial
size rating of at least "IX" at the time of issuance of a policy or be otherwise
acceptable to the Lessor. All insurance policies required by SECTION 17.2 shall
include a standard form mortgagee endorsement in favor of the Lessor.

                (d) The Lessor shall not carry separate insurance concurrent in
kind or form or contributing in the event of loss with any insurance required
under this ARTICLE XVII except that the Lessor may carry separate liability
insurance so long as (i) the Lessee's insurance is designated as primary and in
no event excess or contributory to any insurance the Lessor may have in force
which would apply to a loss covered under the Lessee's policy and (ii) each such
insurance policy will not cause the Lessee's insurance required under this
ARTICLE XVII to be subject to a coinsurance exception of any kind. Each policy
maintained by the Lessee shall specifically provide that the policy shall be
considered primary insurance which shall apply to any loss or claim before any
contribution by any insurance which the Lessor may have in force.

                (e) The Lessee shall pay as they become due all premiums for the
insurance required by SECTION 17.1 and SECTION 17.2, and shall renew or replace
each policy prior to the expiration date thereof. Throughout the Lease Term for
any Leased Asset, at the time each of the Lessee's insurance policies is
renewed, the Lessee shall deliver to the Lessor and the Collateral Agent
certificates of insurance evidencing that all insurance required by this ARTICLE
XVII with respect to such Leased Asset is being maintained by the Lessee and is
in effect.

                                      -22-
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                (f) All insurance proceeds in respect of any property damage
loss or occurrence during the Lease Term for any Leased Asset for which the
proceeds related thereto are (i) less than or equal to the Threshold Amount, in
the absence of the occurrence and continuance of a Default or Event of Default,
shall be adjusted by and paid to the Lessee for application toward the
reconstruction, repair or refurbishment of the applicable Leased Asset and (ii)
greater than the Threshold Amount, shall be adjusted jointly by the Lessee, the
Lessor and the Collateral Agent (unless a Default or Event of Default has
occurred and is continuing, in which case such proceeds shall be adjusted solely
by the Collateral Agent) and held by the Collateral Agent for application in
accordance with ARTICLE XVIII.

                                 ARTICLE XVIII

                CASUALTY AND CONDEMNATION; ENVIRONMENTAL MATTERS

         18.1   CASUALTY AND CONDEMNATION.

                (a) During the Lease Term for any Leased Asset, subject to the
provisions of this ARTICLE XVIII and ARTICLE XIX, if such Leased Asset is
subject to a Casualty or a Condemnation, then:

                      (i) in the case of a Casualty where the cost of
         restoration of the affected Leased Asset in the reasonable judgment of
         the Lessor and the Collateral Agent is (x) less than or equal to the
         Threshold Amount, any insurance proceeds payable with respect to such
         Casualty shall be paid directly to the Lessee, or if received by the
         Lessor or Collateral Agent, shall be paid over to the Lessee for the
         reconstruction, refurbishment and repair of such Leased Asset, (y)
         greater than the Threshold Amount, any insurance proceeds payable with
         respect to such Casualty shall be paid to the Collateral Agent but may
         be obtained by the Lessee and used for the purpose of reconstructing,
         refurbishing and repairing the affected Leased Asset if the Lessee
         submits to the Lessor and the Collateral Agent within one hundred
         eighty (180) days of the date of such Casualty a certificate to the
         effect that such Leased Asset can be fully restored prior to the
         Expiration Date and as to the cost of such restoration (accompanied by
         an Architect's certificate as to the foregoing matters) plus a
         statement as to the Lessee's affirmative ability to finance such
         restoration to the extent the cost thereof exceeds such proceeds, and
         upon receipt of such certificates in form reasonably satisfactory to
         the Lessor and the Collateral Agent such amounts shall be made
         available to the Lessee to pay restoration costs as incurred and if the
         foregoing certificates are not delivered to the Lessor and the
         Collateral Agent such proceeds may at the request of the Required
         Participants be applied toward the payment of the Lease Balance for
         such Leased Asset; and

                      (ii) in the case of a Condemnation such award or
         compensation shall be paid to the Collateral Agent to be applied by the
         Collateral Agent, after consultation with the Required Participants, to
         the restoration of the affected Leased Asset if reasonably practicable
         or otherwise toward the payment of the Lease Balance;

PROVIDED, HOWEVER, that if a Default or Event of Default shall have occurred and
be continuing, such award, compensation or insurance proceeds shall be paid
directly to the Collateral Agent or, if received by the Lessee, shall be held in
trust for the Collateral Agent and shall be paid over by the Lessee to the
Collateral Agent. If, contrary to such provision, any such award, compensation
or insurance proceeds are paid to Lessee rather than to the Lessor, the Lessee
hereby agrees to hold the same in trust for the benefit of the Lessor and to
transfer promptly any such payment to the Lessor. All amounts held by the
Collateral Agent on account of any award, compensation or insurance proceeds
when a Default or Event of Default exists shall at the option of the Required
Participants either be (i) paid to the Lessee for the repair of damage caused by
such Casualty or Condemnation or (ii) applied toward the payment of the

                                      -23-
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Lease Balance of the affected Leased Asset or (iii) used by the Collateral Agent
to pay for the repair of damage caused by such Casualty or Condemnation on
behalf of the Lessor.

                (b) During the Lease Term for any Leased Asset, the Lessee may
appear in any proceeding or action to negotiate, prosecute, adjust or appeal any
claim for any award, compensation or insurance payment on account of any
Casualty or Condemnation with respect to such Leased Asset and shall pay all
expenses thereof. At the Lessee's reasonable request, and at the Lessee's sole
cost and expense, the Lessor shall participate in any such proceeding, action,
negotiation, prosecution or adjustment. The Lessor and the Lessee agree that
this Lease shall control the rights of the Lessor and the Lessee in and to any
such award, compensation or insurance payment.

                (c) If the Lessor or the Lessee shall receive notice of a
Casualty or of an actual, pending or threatened Condemnation of any Leased Asset
or any interest therein, the Lessor or the Lessee, as the case may be, shall
give notice thereof to the other and to the Collateral Agent promptly after the
receipt of such notice.

                (d) If a Casualty or Condemnation shall occur with respect to
any Leased Asset during the Lease Term applicable thereto, then unless the Lease
Term is to be terminated pursuant to SECTION 19.1 the Lessee shall, at its sole
cost and expense (and, without limitation, if any award, compensation or
insurance payment is not sufficient to restore such Leased Asset in accordance
with this paragraph, the Lessee shall pay the shortfall), promptly and
diligently repair any damage to such Leased Asset caused by such Casualty or
Condemnation as soon as practicable after the date of such Casualty and in
conformity with the requirements of SECTIONS 13.1 and 14.1 using the as-built
plans and specifications for such Property (as modified to give effect to any
subsequent Modifications, any Condemnation affecting such Property and all
applicable Requirements of Law) so as to restore such Leased Asset to at least
the same condition, operation, function and value as existed immediately prior
to such Casualty or Condemnation with such Modification as the Lessee may elect
in accordance with SECTION 14.1. Upon completion of such restoration, the Lessee
shall furnish the Lessor a certificate, in each case and, in the case of any
Property, an Architect's certificate in each case confirming that such
restoration has been completed pursuant to this Lease.

                (e) In no event shall a Casualty or Condemnation affect the
Lessee's obligations to pay Rent pursuant to SECTION 7.1 or to perform its
obligations and pay any amounts due on the Expiration Date or pursuant to
ARTICLES XXII and XXV.

                (f) Provided that no Default or Event of Default has occurred
and is continuing, any Excess Proceeds received by the Lessor and held by the
Collateral Agent in respect of a Casualty or Condemnation affecting any Leased
Asset shall be turned over to the Lessee upon the full payment of the Lease
Balance for such Leased Asset and all other amounts then due and payable
hereunder with respect to such Leased Asset.

         18.2   ENVIRONMENTAL MATTERS. Promptly upon the Lessee's knowledge of
the existence of an Environmental Violation with respect to any Property, the
Lessee shall notify the Lessor and the Collateral Agent in writing of such
Environmental Violation if the cost of remediation could reasonably be expected
to exceed $100,000. If the cost of remediation of such Environmental Violation
would not exceed the limits set forth in SECTION 19.1, the Lessee will promptly
and diligently undertake any response, cleanup, remedial or other action
required under any Requirements of Law of the Lessor or the Lessee to remove,
cleanup or mediate such Environmental Violation, at the Lessee's sole cost and
expense. If the cost of such remediation would exceed the limits set forth in
SECTION 19.1, the Lessor may elect to terminate the Lease with respect to such
Property pursuant to SECTION 19.1 or, alternatively, the Lessor may request that
the Lessee undertake any response, cleanup, remedial or other action required

                                      -24-
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under any Requirements of Law of the Lessor or Lessee to remove, clean up or
remediate the Environmental Violation in accordance with the terms of SECTION
12.4, at the Lessee's sole cost and expense. If the Lessor does not deliver a
termination notice with respect to such Property pursuant to SECTION 19.1, then
the Lessee shall undertake such response, cleanup, remedial or other action, and
the Lessee shall, upon completion of remedial action by the Lessee, cause to be
prepared by an environmental consultant reasonably acceptable to the Lessor a
report describing the Environmental Violation and the actions taken by the
Lessee (or its agents) in response to such Environmental Violation, along with a
statement by the Lessee that the Environmental Violation has been remedied to
the satisfaction of the Government Authority exercising jurisdiction, or in
compliance in all material respects with applicable Environmental Law. Nothing
in this Section shall reduce or limit the Lessee's obligations under the
indemnity provisions hereof.

         18.3   NOTICE OF ENVIRONMENTAL CLAIMS. Promptly, but in any event
within thirty (30) days from the date the Lessee has knowledge thereof, the
Lessee shall provide to the Lessor and the Collateral Agent written notice of
any pending or threatened claim, action or proceeding involving any
Environmental Law or any Release on or in connection with any Property. All such
notices shall describe in reasonable detail the nature of the claim, action or
proceeding and the Lessee's proposed response thereto. In addition, the Lessee
shall provide to the Lessor and the Collateral Agent, within thirty (30) days of
receipt, copies of all written communications with any Governmental Authority
relating to any Environmental Violation in connection with any Property. The
Lessee shall also promptly provide such detailed reports of any such
environmental claims, actions or proceedings as may reasonably be requested by
the Lessor. In the event that the Lessor receives written notice of any pending
or threatened claim, action or proceeding involving any Environmental Law or any
Release on or in connection with any Property, the Lessor shall promptly give
notice thereof to the Lessee and the Collateral Agent.

                                  ARTICLE XIX

                              TERMINATION OF LEASE

         19.1   TERMINATION UPON CERTAIN EVENTS. If, with respect to any Leased
Asset, any of:

                (i) a Significant Casualty or a Significant Condemnation occurs;
         or

                (ii) an Environmental Violation occurs or is discovered and the
         cost of remediation thereof for the affected Leased Asset would exceed
         30% of the then current Lease Balance for such Leased Asset, but in no
         event less than $750,000, and the Lessor shall have given written
         notice to the Lessee that this Lease is to be terminated as to the
         affected Leased Asset as a consequence of the occurrence of such event;

then, except as provided in SECTION 19.3, the Lessee shall be obligated to
purchase the Lessor's interest in such Leased Asset on or prior to the date
occurring one hundred eighty (180) days after the date of such Significant
Casualty or Significant Condemnation or the Lessee's receipt of termination
notice, as the case may be, by paying the Lessor an amount equal to the Lease
Balance therefor on such date of payment; PROVIDED, HOWEVER, that the Lessor
shall not give such notice with respect to any Environmental Violation if the
Lessee (x) promptly submits an approved corrective action plan for the
remediation, on or prior to the Expiration Date, of such Environmental Violation
to the Lessor, (y) provides security to the Lessor for the cost of such
remediation, which security must be satisfactory to the Lessor in its sole
discretion, and (z) diligently pursues such remediation in accordance with such
plan.

                                      -25-
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         19.2   TERMINATION PROCEDURES. On the date of the payment by the Lessee
of the Lease Balance for the affected Leased Asset in accordance with SECTION
19.1, this Lease shall terminate with respect to such affected Leased Asset and
the provisions of SECTION 25.1 shall be applicable.

         19.3   PROPERTY UNDER CONSTRUCTION. Notwithstanding anything to the
contrary in SECTION 19.1, if a Significant Casualty or a Significant
Condemnation occurs with respect to any Construction Property prior to the
commencement of the Lease Term applicable thereto, and if such Significant
Casualty or Significant Condemnation did not result from the Lessee's (or
Construction Agent's) actions or failure to act, then provided that no
Construction Agency Agreement Event of Default has occurred and is continuing
(i) the Lessee shall not be obligated to purchase such Property from the Lessor,
(ii) the Lessor's obligation to make further Fundings with respect to such
Property shall terminate, (iii) the Lessor shall be entitled to retain the
proceeds of any award, compensation or insurance with respect thereto until it
shall have received an amount equal to the Lease Balance for such Property plus
all other amounts then due and payable hereunder with respect to such Property,
(iv) the Lessee may, at its option, by notice given to the Lessor not more than
thirty (30) days after the occurrence of such Significant Casualty or
Significant Condemnation, purchase such Property from the Lessor on the next
following Scheduled Payment Date, which purchase shall be made in accordance
with and subject to the conditions of SECTION 22.1, except that the Lessee shall
not be required to purchase all of the Leased Assets in connection with the
purchase of such Property, and (v) unless the Lessee has exercised such purchase
option, the Lessee shall promptly surrender such Property to the Lessor.

                                   ARTICLE XX

                           EVENTS OF DEFAULT; REMEDIES

         20.1   EVENTS OF DEFAULT. The occurrence of any one or more of the
following events (whether such event shall be voluntary or involuntary or come
about or be effected by operation of law or pursuant to or in compliance with
any judgment, decree or order of any court or any order, rule or regulation of
any administrative or governmental body) shall constitute an "EVENT OF DEFAULT":

                (a) PAYMENT. the Lessee shall fail to make payment of (i) any
Purchase Option Price, Guaranteed Residual Value or Lease Balance when due or
(ii) Base Rent, Supplemental Rent or any other amount payable hereunder when due
and such Base Rent, Supplemental Rent or other amount shall not be paid in full
within three (3) Business Days after the due date therefor; or

                (b) INSURANCE. the Lessee shall fail to maintain insurance as
required by ARTICLE XVII of this Lease; or

                (c) OTHER COVENANTS. the Lessee shall fail to observe or perform
any term, covenant or condition of the Lessee under this Lease or the other
Operative Documents to which it is party other than those described in SECTION
20.1(a) OR (b) hereof, and, in each such case, such failure shall have continued
for thirty (30) days after the earlier of (i) delivery to the Lessee of written
notice thereof from the Lessor or (ii) a Responsible Employee of the Lessee
shall have knowledge that such failure, if not cured, will constitute an Event
of Default; or

                (d) REPRESENTATIONS AND WARRANTIES OF LESSEE. any representation
or warranty made by the Lessee in any of the Operative Documents to which it is
a party or in any certificate or other document furnished pursuant thereto shall
prove to have been inaccurate in any material respect at the time made or shall
be breached in any material respect; or

                                      -26-
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                (e) REPRESENTATIONS AND WARRANTIES OF GUARANTOR. any
representation or warranty made by the Guarantor in any of the Operative
Documents to which it is a party or in any certificate or other document
furnished pursuant thereto shall prove to have been inaccurate in any material
respect at the time made or shall be breached in any material respect; or

                (f) CROSS-DEFAULT. the Lessee, the Guarantor or any Subsidiary
of the Guarantor (other than any Foreign Subsidiary Borrower) shall default in
the payment when due of any principal of or interest on any Indebtedness having
an aggregate outstanding principal amount of at least $5,000,000; or any event
or condition shall occur which results in the acceleration of the maturity of
any such Indebtedness of the Lessee, the Guarantor or any Subsidiary of the
Guarantor (other than any Foreign Subsidiary Borrower) or enables (or, with the
giving of notice or lapse of time or both, would enable) the holder of any such
Indebtedness or any Person acting on such holder's behalf to accelerate the
maturity thereof; or

                (g) VOLUNTARY PROCEEDINGS. the Lessee or the Guarantor shall
commence a voluntary case or other proceeding seeking liquidation,
reorganization or other relief with respect to itself or its debts under any
bankruptcy, insolvency or other similar law now or hereafter in effect or
seeking the appointment of a trustee, receiver, liquidator, custodian or other
similar official of it or any substantial part of its property, or shall consent
to any such relief or to the appointment of or taking possession by any such
official in an involuntary case or other proceeding commenced against it, or
shall make a general assignment for the benefit of creditors, or shall fail
generally to pay its debts as they become due, or shall take any corporate
action to authorize any of the foregoing; or

                (h) INVOLUNTARY PROCEEDINGS. an involuntary case or other
proceeding shall be commenced against the Lessee or the Guarantor seeking
liquidation, reorganization or other relief with respect to it or its debts
under any bankruptcy, insolvency or other similar law now or hereafter in effect
or seeking the appointment of a trustee, receiver, liquidator, custodian or
other similar official of it or any substantial part of its property, and such
involuntary case or other proceeding shall remain undismissed and unstayed for a
period of sixty (60) days; or an order for relief shall be entered against the
Lessee or the Guarantor under the federal bankruptcy laws as now or hereafter in
effect; or

                (i) JUDGMENTS. (i) one or more judgments, orders, decrees or
arbitration awards requiring Lessee or Guarantor to pay an aggregate amount of
$5,000,000 or more (exclusive of amounts covered by insurance issued by an
insurer not an Affiliate of the Guarantor) shall be rendered against Lessee or
Guarantor in connection with any single or related series of transactions,
incidents or circumstances and the same shall not be satisfied, vacated or
stayed for a period of sixty (60) consecutive days; or (ii) any judgment, writ,
assessment, warrant of attachment, tax lien or execution or similar process
shall be issued or levied against a substantial part of the property of the
Lessee or Guarantor and the same shall not be released, stayed, vacated, or
otherwise dismissed within sixty (60) days after issue or levy; or

                (j) CONSTRUCTION AGENCY AGREEMENT; GUARANTY. a Construction
Agency Agreement Event of Default shall occur, or an Event of Default (as
defined therein) shall occur under the Guaranty; or

                (k) REPUDIATION; INVALIDITY. the Lessee or the Guarantor shall
directly or indirectly contest the validity of any Operative Document in any
manner in any court of competent jurisdiction or any lien granted by any
Operative Document, or shall repudiate, or purport to discontinue or terminate,
any Operative Document to which either of them is a party or any such Operative
Document shall cease to be a legal, valid and binding obligation of the Lessee
or the Guarantor or shall cease to be in full force and effect against the
Lessee or the Guarantor for any reason other than as a result of the expiration
of

                                      -27-
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such Operative Document in accordance with its terms (and in the event such
Operative Document shall so cease to be a legal, valid and binding obligation of
the Lessee or the Guarantor or cease to be in full force and effect against the
Lessee or the Guarantor, the Lessee or Guarantor, as the case may be, shall not
have taken all such actions necessary or desirable (in the reasonable opinion of
the Lessor and the Administrative Agent and its counsel) to put the Lessor, the
Administrative Agent, the Collateral Agent, the Equity Participants and the
Lenders in the same position they would have enjoyed had such Operative Document
not ceased to be a legal, valid and binding obligation of the Lessee or the
Guarantor or ceased to be in full force and effect); or

                (l) OWNERSHIP OF LESSEE. the Guarantor shall cease to own,
directly or indirectly, all of the issued and outstanding capital stock of the
Lessee; or

                (m) VOLUNTARY CHANGE OF CONTROL. an event described in CLAUSES
(a) through (c) of the definition of Change of Control in the Iron Mountain
Credit Agreement (as in effect on the date hereof without regard to any
subsequent amendment, modification, waiver, supplement or termination of such
credit agreement) shall occur and, in the case of any event described in CLAUSES
(a) or (c) of such definition, the Guarantor or its Board of Directors shall
have caused, consented to or failed to exercise rights available to it to
prevent, such event.

         20.2   REMEDIES.

                (a) Upon the occurrence of any Event of Default and at any time
thereafter, the Lessor may, so long as such Event of Default is continuing, with
respect to each Leased Asset (other than any Construction Property for which the
Lease Term has not commenced) do one or more of the following as the Lessor in
its sole discretion shall determine, without limiting any other right or remedy
the Lessor may have on account of such Event of Default (including the
obligation of the Lessee to purchase the Leased Assets as set forth in SECTION
22.2):

                      (i) The Lessor may, by notice to the Lessee terminate this
         Lease as of the date specified in such notice; PROVIDED, HOWEVER, (A)
         no reletting, reentry or taking of possession of any Leased Asset or
         all of the Leased Assets (or any portion thereof) by the Lessor will be
         construed as an election on the Lessor's part to terminate this Lease
         unless a written notice of such intention is given to the Lessee, (B)
         notwithstanding any reletting, reentry or taking of possession, the
         Lessor may at any time thereafter elect to terminate this Lease for a
         continuing Event of Default and (C) no act or thing done by the Lessor
         or any of its agents, representatives or employees and no agreement
         accepting a surrender of any Leased Asset shall be valid unless the
         same be made in writing and executed by the Lessor;

                      (ii) The Lessor may (A) demand that the Lessee, and the
         Lessee shall upon the written demand of the Lessor, return any Leased
         Asset promptly to the Lessor in the manner and condition required by
         SECTION 13.1 as if the Leased Asset were being returned at the end of
         the Lease Term, and the Lessor shall not be liable for the
         reimbursement of the Lessee for any costs and expenses incurred by the
         Lessee in connection therewith and (B) without prejudice to any other
         remedy which the Lessor may have for possession of any Leased Asset,
         and to the extent and in the manner permitted by Applicable Law, enter
         upon such Leased Asset and take immediate possession of (to the
         exclusion of the Lessee) such Leased Asset or any part thereof and
         expel or remove the Lessee and any other Person who may be occupying
         such Leased Asset, by summary proceedings or otherwise, all without
         liability to the Lessee for or by reason of such entry or taking of
         possession, whether for the restoration of damage to property caused by
         such taking or otherwise and, in addition to the Lessor's other
         damages, the Lessee shall be responsible for all costs and expenses
         incurred by the Lessor in connection with any reletting, including,

                                      -28-
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         without limitation, reasonable brokers' fees and all reasonable costs
         of any alterations or repairs made by the Lessor;

                      (iii) The Lessor may (A) sell all or any part of one or
         more Leased Assets at public or private sale, free and clear of any
         rights of the Lessee, and without any duty to account to the Lessee
         with respect to such action or any proceeds in which event the Lessee's
         obligation to pay Base Rent hereunder for periods commencing after the
         date of such sale shall be terminated or proportionately reduced, as
         the case may be, and (B) if the Lessor shall so elect, demand that the
         Lessee pay to the Lessor, and the Lessee shall pay to the Lessor, on
         the date of such sale, as liquidated damages for loss of a bargain and
         not as a penalty (the parties agreeing that the Lessor's actual damages
         would be difficult to predict, but the aforementioned liquidated
         damages represent a reasonable approximation of such amount), an amount
         equal to (1) the excess, if any, of (x) the Lease Balance calculated as
         of the date of such sale (including all Rent due and unpaid to and
         including such date), over (y) the net proceeds of such sale (that is,
         after deducting all costs and expenses incurred by the Lessor incident
         to such conveyance, including repossession costs, brokerage
         commissions, prorations, transfer taxes, reasonable fees and expenses
         for counsel, title insurance fees, survey costs, recording fees, and
         any repair costs); plus (2) interest at the Overdue Rate on the
         foregoing amount from such date until the date of payment;

                      (iv) The Lessor may, at its option, elect not to terminate
         this Lease and continue to collect all Base Rent, Supplemental Rent,
         and all other amounts due the Lessor (together with all costs of
         collection) and enforce the Lessee's obligations under this Lease as
         and when the same become due, or are to be performed, and at the option
         of the Lessor, upon any abandonment of any Leased Asset by the Lessee
         or re-entry of same by the Lessor, the Lessor may, in its sole and
         absolute discretion, elect not to terminate this Lease and may make the
         necessary repairs in order to relet any Leased Asset, and relet any
         Leased Asset or any part thereof for such term or terms (which may be
         for a term extending beyond the Lease Term of this Lease) and at such
         rental or rentals and upon such other terms and conditions as the
         Lessor in its reasonable discretion may deem advisable; and upon each
         such reletting all rentals actually received by the Lessor from such
         reletting shall be applied to the Lessee's obligations hereunder and
         the other Operative Documents in such order, proportion and priority as
         the Lessor may elect in the Lessor's sole and absolute discretion. If
         such rentals received from such reletting during any period are less
         than the Rent with respect to such Leased Asset to be paid during that
         period by the Lessee hereunder, the Lessee shall pay any deficiency, as
         calculated by the Lessor, to the Lessor on the next Payment Date;

                      (v) Unless all of the Leased Assets have been sold in
         their entirety, the Lessor may, whether or not the Lessor shall have
         exercised or shall thereafter at any time exercise any of its rights
         under paragraph (ii), (iii) or (iv) of this SECTION 20.2 with respect
         to the Leased Assets or portions thereof, demand, by written notice to
         the Lessee specifying a date not earlier than ten (10) days after the
         date of such notice, that the Lessee purchase, on such date, all unsold
         Leased Assets (or the remaining portion thereof) in accordance with the
         provisions of ARTICLE XXII; PROVIDED, HOWEVER, that no such written
         notice shall be required upon the occurrence of any Event of Default in
         clause (g) or (h) of SECTION 20.1; and

                      (vi) The Lessor may exercise any other right or remedy
         that may be available to it under Applicable Law, or proceed by
         appropriate court action (legal or equitable) to enforce the terms
         hereof or to recover damages for the breach hereof. Separate suits may
         be brought to collect any such damages for any period(s), and such
         suits shall not in any manner prejudice the Lessor's right to collect
         any such damages for any subsequent period(s), or the Lessor may defer

                                      -29-
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         any such right to suit until after the expiration of the lease Term,
         in which event such right to suit shall be deemed not to have accrued
         until the expiration of the Lease Term.

                (b) To the maximum extent permitted by Applicable Law, the
Lessee hereby waives the benefit of any appraisement, valuation, stay,
extension, reinstatement and redemption laws now or hereafter in force and all
rights of marshalling in the event of any sale of any Leased Asset or any
interest therein.

                (c) The Lessor shall be entitled to enforce payment of the
indebtedness and performance of the obligations secured hereby and to exercise
all rights and powers under this instrument or under any of the other Operative
Documents or other agreement or any laws now or hereafter in force,
notwithstanding some or all of the obligations secured hereby may now or
hereafter be otherwise secured, whether by mortgage, security agreement, pledge,
lien, assignment or otherwise. Neither the acceptance of this instrument nor its
enforcement shall prejudice or in any manner affect the Lessor's right to
realize upon or enforce any other security now or hereafter held by the Lessor,
it being agreed that the Lessor shall be entitled to enforce this instrument and
any other security now or hereafter held by the Lessor in such order and manner
as the Lessor may determine in its absolute discretion. No remedy herein
conferred upon or reserved to the Lessor is intended to be exclusive of any
other remedy herein or by law provided or permitted, but each shall be
cumulative and shall be in addition to every other remedy given hereunder or now
or hereafter existing at law or in equity or by statute. Every power or remedy
given by any of the Operative Documents to the Lessor or to which it may
otherwise be entitled, may be exercised, concurrently or independently, from
time to time and as often as may be deemed expedient by the Lessor. In no event
shall the Lessor, in the exercise of the remedies provided in this instrument
(including, without limitation, in connection with the assignment of rents to
Lessor, or the appointment of a receiver and the entry of such receiver on to
all or any part of the Leased Assets), be deemed a "mortgagee in possession,"
and the Lessor shall not in any way be made liable for any act, either of
commission or omission, in connection with the exercise of such remedies.

                (d) An action of mortgage foreclosure as now provided or
hereafter prescribed by law, may forthwith be commenced and prosecuted to
judgment, execution and sale, for the collection of the whole amount of such
Lease Balance, together with all fees, costs and expenses of such proceedings,
including a reasonable attorney's fees. And all errors in such proceedings,
together with any stays of or exemptions from execution, or extensions of time
of payment, which may be given by any Applicable Law now in force, or which may
be enacted hereafter, are hereby forever waived and released.

                (e) If, pursuant to the exercise by the Lessor of its remedies
pursuant to this SECTION 20.2, the Lease Balance for all Leased Assets plus all
other amounts due and owing from the Lessee under this Lease and the other
Operative Documents shall have been paid in full, the Lessor shall remit to the
Lessee any excess amounts received by the Lessor.

         20.3   WAIVER OF CERTAIN RIGHTS. If this Lease shall be terminated
pursuant to SECTION 20.2, the Lessee waives, to the fullest extent permitted by
law, (a) any notice of re-entry or the institution of legal proceedings to
obtain re-entry or possession; (b) any right of redemption, re-entry or
repossession; (c) the benefit of any laws now or hereafter in force exempting
property from liability for rent or for debt or limiting the Lessor with respect
to the election of remedies; and (d) any other rights which might otherwise
limit or modify any of the Lessor's rights or remedies under this ARTICLE XX.

                                      -30-
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                                  ARTICLE XXI

                                   ASSIGNMENT

         21.1   ASSIGNMENT BY LESSOR. The Lessor may not assign, sell or
transfer all or any part of its rights and obligations hereunder or under the
Operative Documents or the Leased Assets; PROVIDED, that the Lessor may assign,
sell or transfer all or any portion of such rights hereunder or under the other
Operative Documents or any Leased Asset (i) as specifically provided in the
Operative Documents or (ii) in connection with the exercise of any of its rights
or remedies thereunder.

         21.2   ASSIGNMENT BY LESSEE. The Lessee may not assign this Lease or
any of its rights or obligations hereunder in whole or in part to any Person
without the consent of the Lessor; PROVIDED, HOWEVER, that (i) the Lessee may
assign all (and not less than all) of its rights hereunder without such consent
to one or more of its Affiliates so long as the Lessee remains fully liable for
all of the obligations of the "Lessee" hereunder and under the other Operative
Documents and the Guarantor confirms that its obligations under the Guaranty
shall not be affected thereby and (ii) the Lessee may assign the Purchase Option
or the Remarketing Option so long as the Lessee remains fully liable for all of
the obligations of the "Lessee" under ARTICLES XXII and XXV or XXIV and XXV,
respectively and PROVIDED, FURTHER, that the exercise of the Purchase Option and
the Remarketing Option remains subject to the satisfaction of the conditions
applicable thereto.

                                  ARTICLE XXII

                               PURCHASE PROVISIONS

         22.1   PURCHASE OPTION. Provided that the Lessee shall not have given
notice of its intention to exercise the Remarketing Option, the Lessee shall
have the option (exercisable by giving the Lessor irrevocable written notice
(the "PURCHASE NOTICE") of the Lessee's election to exercise such option) to
purchase all of the Leased Assets on any Scheduled Payment Date specified in
such Purchase Notice at a price equal to the Lease Balance for such Leased
Assets (the "PURCHASE OPTION PRICE"). The Lessee shall deliver the Purchase
Notice to the Lessor not less than thirty (30) days prior to such purchase. If
the Lessee exercises its option to purchase the Leased Assets pursuant to this
SECTION 22.1 (the "PURCHASE OPTION"), the Lessor shall transfer to the Lessee or
its designee all of the Lessor's right, title and interest in and to the Leased
Assets as of the date specified in the Purchase Notice upon receipt of the
Purchase Option Price in accordance with SECTION 25.1. The Lessee may designate,
in a notice given to the Lessor not less than ten (10) Business Days prior to
the closing of such purchase (time being of the essence), the transferee or
transferees to whom the conveyance shall be made (if other than to the Lessee),
in which case such conveyance shall (subject to the terms and conditions set
forth herein) be made to such designee; PROVIDED, HOWEVER, that such designation
of a transferee or transferees shall not cause the Lessee to be released, fully
or partially, from any of its obligations under this Lease, including, without
limitation, the obligation to pay the Lessor the Purchase Option Price on the
Expiration Date.

         22.2   ACCELERATION OF PURCHASE OBLIGATION.

                (a) The Lessee shall be obligated to purchase for an amount
equal to the Lease Balance the Lessor's interest in the Leased Assets at any
time during the Lease Term (notwithstanding any prior election to exercise its
Purchase Option pursuant to SECTION 22.1) (i) automatically and without notice
upon the occurrence of any Event of Default specified in clause (g) or (h) of
SECTION 20.1 with respect to the Lessee and (ii) as provided for in SECTION
20.2(a)(v) immediately upon written demand of the Lessor upon the occurrence of
any other Event of Default.

                                      -31-
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                (b) The Lessee shall be obligated to purchase the Lessor's
interest in any Leased Assets for an amount equal to the Lease Balance
immediately upon written demand of the Lessor at any time during the Lease Term
when (i) the Lessor ceases to have title to such Leased Assets as contemplated
by SECTION 15.1 or (ii) any related Security Document (other than this Lease) to
which the Lessee is a party shall cease to give the Lessor the Liens, rights,
powers and privileges purported to be created thereby.

                (c) Any purchase under SECTION 22.1 or this SECTION 22.2 shall
be in accordance with SECTION 25.1.

         22.3   PURCHASE OF UNIMPROVED LAND. Provided that no Default or Event
of Default has occurred and is continuing, the Lessee shall have the option
(exercisable by giving the Lessor irrevocable written notice of the Lessee's
exercise of such option) to purchase any unimproved portion of any Land (and any
related easements for utilities and access to be specified at such time) not
necessary or desirable for operations of the Improvements constructed or to be
constructed on such Land on any Scheduled Payment Date specified in such notice
at a price equal to the Fair Market Sales Value, as determined by an Appraisal,
of such unimproved portion and such easements. The Lessee shall give such notice
to the Lessor not less than thirty (30) days prior to such purchase. If the
Lessee exercises its option pursuant to this SECTION 22.3, the Lessor shall
transfer to the Lessee or its designee all of the Lessor's right, title and
interest in and to the applicable unimproved portion of Land and grant the
related easements as of the date specified in the Lessee's notice under
procedures analogous to those set forth in SECTION 25.1. The purchase price paid
by the Lessee shall be applied to reduce the Lease Balance for the related
Property.

                                 ARTICLE XXIII

                                  RENEWAL TERMS

         23.1   RENEWAL. The Lease Term for any Leased Asset may be renewed at
the end of such Lease Term upon the mutual agreement of the Lessor and Lessee;
PROVIDED that neither party has any obligation to agree to any renewal requested
by the other party. Any renewal of the Lease Term shall be for such period as
shall be agreed to by the Lessor and Lessee and shall be accompanied by such
amendments to the Operative Documents as may be appropriate in connection
therewith.

                                  ARTICLE XXIV

                               REMARKETING OPTION

         24.1   OPTION TO REMARKET. Subject to the fulfillment of each of the
conditions set forth in this SECTION 24.1, the Lessee shall have the option (the
"REMARKETING OPTION") to market and complete the sale of Lessor's interest in
all of the Leased Assets on the Expiration Date. The Lessee's effective exercise
and consummation of the Remarketing Option shall be subject to the due and
timely fulfillment of each of the following provisions as of the dates set forth
below.

                (a) Not later than six (6) months prior to the Expiration Date,
the Lessee shall give to the Lessor written notice of the Lessee's exercise of
the Remarketing Option, which exercise shall be irrevocable. On the date of the
Lessee's notice to the Lessor of the Lessee's exercise of the Remarketing
Option, no Event of Default shall exist and, in the case of each Construction
Property, the Improvements on such Property shall have been constructed in
accordance with the Plans and Specifications and shall have achieved Substantial
Completion.

                (b) Not more than one hundred eighty (180) and not less than
ninety (90) days prior to the Expiration Date, the Lessee shall deliver to the
Lessor an Environmental Audit for each Property.

                                      -32-
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Such Environmental Audit shall be prepared by an environmental consultant
selected by the Lessee and approved in advance by the Lessor and shall contain
conclusions reasonably satisfactory to the Lessor as to the environmental status
of such Property. If any such Environmental Audit indicates any exceptions, the
Lessee shall have also delivered a Phase Two environmental assessment by such
environmental consultant prior to the Expiration Date showing the completion of
the remediation of such exceptions in compliance with all Requirements of Law.

                (c) On the Expiration Date, no Event of Default or Default shall
exist and none of the Leased Assets shall be subject to a Permitted Contest.

                (d) On the Expiration Date, the Lessee shall have completed in
all material respects all Modifications, restoration and rebuilding of the
Leased Assets pursuant to SECTION 14.1 and 18.1 (as the case may be) and shall
have fulfilled in all material respects all of the conditions and requirements
in connection therewith pursuant to said Sections, regardless of whether the
same shall be within the Lessee's control. The Lessee shall have also paid the
cost of all Modifications commenced prior to the Expiration Date. The Lessee
shall not have been excused pursuant to SECTION 16.1 from complying with any
Requirements of Law that involved the extension of the ultimate imposition of
such Requirements of Law beyond the Expiration Date.

                (e) During the Marketing Period, the Lessee shall use best
efforts to sell the Lessor's interest in the Leased Assets and will attempt to
obtain the highest purchase price therefor and for not less than the Fair Market
Sales Value of the Leased Assets. The Lessee will be responsible for hiring
brokers and making the Leased Assets available for inspection by prospective
purchasers. The Lessee shall promptly upon request permit inspection of the
Leased Assets and any maintenance records relating to the Leased Assets by any
potential purchasers, and shall otherwise do all things necessary to sell and
deliver possession of the Leased Assets to any purchaser. All such marketing of
the Leased Assets shall be at the Lessee's sole expense. The Lessee's agency
under this clause shall, for the first three (3) months of the Marketing Period,
be on an exclusive basis. In the event the Lessee is unable to procure during
such period a bona fide bid from a non-Affiliated Person with demonstrable
financial capacity to consummate such bid for any Leased Asset, from and after
such third month, the agency hereunder shall be on a non-exclusive basis.

                (f) The Lessee shall submit all offers to purchase the Leased
Assets to the Lessor and the Lessor will have the right to review the same and
the right to submit one or more of its own offers. All offers shall be on an
all-cash basis unless the Lessor shall otherwise agree in its sole discretion.
No purchaser shall be the Lessee or an Affiliate of the Lessee. Each offer must
specify the Expiration Date as the closing date unless the Lessor shall
otherwise agree in its sole discretion.

                (g) In connection with any such sale of Lessor's interest in any
Leased Assets, the Lessee will provide to the purchaser all customary "seller's"
indemnities, representations and warranties regarding absence of Liens (except
Lessor Liens) and the condition of such Leased Assets, including, without
limitation, an environmental indemnity for any Property, to the extent the same
are required by the purchaser. The Lessee shall have obtained, at its cost and
expense, all required governmental and regulatory consents and approvals and
shall have made all filings as required by all Requirements of Law in order to
carry out and complete the transfer of the Leased Assets. As to the Lessor, any
such sale of Lessor's interest in any Leased Assets shall be made on an "as is,
with all faults" basis without representation or warranty by the Lessor other
than the absence of Lessor Liens. Any agreement as to such sale shall be made
subject to the Lessor's rights hereunder.

                (h) The Lessee shall pay directly, and not from the sale
proceeds, all prorations, credits, costs and expenses of the sale of Lessor's
interest in the Leased Assets, whether incurred by the Lessor or

                                      -33-
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the Lessee, including the cost of all title insurance, surveys, environmental
reports, appraisals, transfer taxes, the Lessor's reasonable attorneys' fees,
the Lessee's attorneys' fees, commissions, escrow fees, recording fees, and all
applicable documentary and other transfer taxes.

                (i) The Lessee shall pay to the Lessor on or prior to the
Expiration Date (or to such other Person as the Lessor shall notify the Lessee
in writing) an amount equal to the Guaranteed Residual Value for each Leased
Asset, PLUS all Base Rent and all other amounts hereunder which have accrued or
will accrue with respect thereto prior to or as of the Expiration Date PLUS the
amount, if any, by which the Fair Market Sales Value of such Leased Asset has
been reduced by excess wear and tear of any Leased Asset.

                (j) (i) If the Lessee complies with all of the conditions and
all of its obligations under CLAUSES (a) through (i) above and arranges for the
sale of the Leased Assets, then the purchase of Lessor's interest in the Leased
Assets shall be consummated on the Expiration Date and the Gross Proceeds of the
sale of the Leased Assets shall be paid directly to the Lessor. If the Gross
Proceeds plus the aggregate Guaranteed Residual Value received by Lessor,
exceeds the aggregate Lease Balance for the Leased Assets as of such date, then
the excess shall be paid to the Lessee on the Expiration Date.

                      (ii) If the Lessee complies with all of the conditions and
         all of its obligations under CLAUSES (a) through (i) above but does not
         arrange for the sale of the Leased Assets, then the Lessee shall
         surrender the Leased Assets to the Lessor on the Expiration Date as
         required by SECTIONS 13.2 and 25.2.

                      (iii) If the Lessee does not comply with any of the
         conditions or any of its obligations under CLAUSES (a) through (i)
         above with respect to the Leased Assets, then the Lessor shall declare
         by written notice to the Lessee the Remarketing Option with respect to
         the Leased Assets to be null and void (whether or not it has been
         theretofore exercised by the Lessee), in which event all of the
         Lessee's rights under this SECTION 24.1 shall immediately terminate and
         the Lessee shall be obligated to purchase Lessor's interest in the
         Leased Assets as if it had exercised its option under SECTION 22.1 on
         the Expiration Date.

                (k) Except as expressly set forth herein, the Lessee shall have
no right, power or authority to bind the Lessor in connection with any proposed
sale of Lessor's interest in any Leased Asset. The Lessor shall have the right,
but shall be under no duty, to solicit offers, to inquire into the efforts of
the Lessee to obtain offers or otherwise to take action in connection with any
such sale of Lessor's interest in the Leased Assets, other than as expressly
provided in this ARTICLE XXIV.

                (l) In the event that the sale of all of the Leased Assets is
not consummated on the Expiration Date, but such sale is consummated any time
thereafter, the Lessor shall remit to the Lessee, promptly after the
consummation of the sale of the Leased Assets, any excess remaining after
deducting (i) the then outstanding Lease Balance of the Leased Assets plus (ii)
the Imputed Carrying Cost thereof accruing from and after the Expiration Date
(provided that such Imputed Carrying Cost shall not exceed the aggregate
Guaranteed Residual Value for all of the Leased Assets) plus (iii) all costs and
expenses of such sale from the Gross Proceeds.

         24.2   CERTAIN OBLIGATIONS CONTINUE. During the Marketing Period, the
obligation of the Lessee to pay Rent shall continue undiminished until payment
in full to the Lessor of the Guaranteed Residual Value and all other amounts due
to the Lessor with respect to the Leased Assets under the Operative Documents to
which the Lessee is a party.

         24.3   INVOLUNTARY CHANGE OF CONTROL.

                                      -34-
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                (a) If an Involuntary Change of Control shall occur, then,
notwithstanding anything to the contrary in this Lease or any of the other
Operative Documents, the Lessee shall be deemed to have exercised the
Remarketing Option and the provisions of SECTION 24.1(b) through (l) shall be
applicable to all of the Leased Assets for which the Lease Term has commenced,
except that such provisions shall in such case be modified as follows:

                      (i) The date which is three (3) months after the
         Involuntary Change of Control Date shall be deemed to be the Expiration
         Date, and the Marketing Period shall consist of such three (3) month
         period;

                      (ii) the Environmental Audits to be delivered pursuant to
         CLAUSE (b) of SECTION 24.1 shall be delivered not later than thirty
         (30) days before the end of such Marketing Period;

                      (iii) the Lessee's agency under CLAUSE (e) of SECTION 24.1
         shall be exclusive for the first two (2) months of such Marketing
         Period; and

                      (iv) the Lessee shall pay the Guaranteed Residual Value
         for all of such Leased Assets to the Lessor on the Involuntary Change
         of Control Date.

                (b) If any Construction Property achieves Substantial Completion
after an Involuntary Change of Control Date and on or before the end of the
Marketing Period referred to in SECTION 24.3(a), then, notwithstanding anything
to the contrary in this Lease or any of the other Operative Documents, such
Property shall be subject to the provisions of SECTION 24.3(a), except that such
provisions shall be modified for such Property as follows:

                      (i) the Environmental Audit to be delivered pursuant to
         CLAUSE (b) of SECTION 24.1 shall be delivered no later than the last to
         occur of (A) the date thirty (30) days before the end of the Marketing
         Period and (B) the date of Substantial Completion; and

                      (ii) the Lessee shall pay the Guaranteed Residual Value
         for such Property to the Lessee on the date of Substantial Completion.

                (c) If any Construction Property achieves Substantial Completion
after the Involuntary Change of Control Date and after the end of the Marketing
Period referred to in SECTION 24.3(a), then, notwithstanding anything to the
contrary in this Lease or any of the other Operative Documents, such Property
shall be subject to the provisions of SECTION 24.3(a), except that such
provisions shall be modified for such Property as follows:

                      (i) the date of Substantial Completion shall be deemed to
         be the Expiration Date for such Property, and the Marketing Period for
         such Property shall consist of the three (3) month period ending on
         such date;

                      (ii) the Environmental Audit to be delivered pursuant to
         CLAUSE (b) of SECTION 24.1 shall be delivered no later than the date of
         Substantial Completion; and

                      (iii) the Lessee shall pay the Guaranteed Residual Value
         for such Property to the Lessee on the date of Substantial Completion.

                (d) Except as expressly provided herein, all of the provisions
of SECTIONS 24.1 and 24.2 shall apply to the Lessee's deemed exercise of the
Remarketing Option, including the Lessee's obligation

                                      -35-
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to pay amounts other than Guaranteed Residual Value pursuant to SECTION 24.1(i)
and the Lessee's obligation to purchase the Leased Assets pursuant to SECTION
24.1(j)(3) if it does not satisfy the remarketing conditions as modified by this
SECTION 24.3. Notwithstanding that the Lessee may have been deemed to have
exercised the Remarketing Option pursuant to this Section, it shall retain the
right to exercise the Purchase Option at any time on or before the Expiration
Date designated pursuant to SECTION 24.3(a).

                                  ARTICLE XXV

                 PROCEDURES RELATING TO PURCHASE OR REMARKETING

         25.1 CONVEYANCE UPON PURCHASE BY THE LESSEE. In connection with the
Lessee's purchase of the Leased Assets pursuant to SECTION 22.1 or 22.2, or in
connection with a purchase of Lessor's interest in any Leased Asset under
ARTICLE XIX or under the Construction Agency Agreement:

                (i) the Lessee shall pay the amounts set forth in SECTION 22.1,
         SECTION 22.2, ARTICLE XIX or the Construction Agency Agreement, as
         applicable, together with all accrued Rent relating to such Leased
         Assets and any other amount then due and payable by the Lessee to the
         Lessor under this Lease or the other Operative Documents (including any
         Transaction Expenses relating to such purchase);

                (ii) the Lessor shall execute and deliver to the Lessee (or to
         the Lessee's designee) at the Lessee's cost and expense a special
         warranty deed with respect to the Improvements, a special warranty deed
         or release of Ground Lease with respect to the Land, a bill of sale
         with respect to any Equipment and an assignment of the Lessor's entire
         interest in the Leased Assets being sold (which shall include, if
         applicable, an assignment of all of the Lessor's right, title and
         interest in and to any Gross Proceeds not previously received by the
         Lessor) and, if applicable, a termination notice pursuant to the Ground
         Lease, in each case in recordable form and otherwise in conformity with
         local custom and free and clear of the Lien of the Mortgage and any
         Lessor Liens attributable to the Lessor;

                (iii) the Leased Assets being sold shall be conveyed to the
         Lessee (or to the Lessee's designee) "AS IS" and in their then present
         physical condition; and

                (iv) the Lessor shall execute and deliver to Lessee and the
         Title Company an affidavit as to the absence of Lessor Liens.

         25.2 CONVEYANCE UPON REMARKETING. If the Lessee properly exercises the
Remarketing Option, then the Lessee shall, on the Expiration Date, and at its
own cost, transfer possession of the Leased Assets to independent purchaser(s)
thereof or the Lessor, as the case may be, in each case by surrendering the same
into the possession of the Lessor or such purchaser(s), as the case may be, free
and clear of all Liens other than Lessor Liens, in good condition (as modified
by Modifications permitted by this Lease), ordinary wear and tear excepted, and
in compliance with all Requirements of Law. The Lessee shall, during the
Marketing Period and up to one year after the Expiration Date, cooperate
reasonably with the Lessor and the independent purchaser(s) of Lessor's interest
in such Leased Assets in order to facilitate the purchase by such purchaser(s)
of Lessor's interest in such Leased Assets, which cooperation shall include the
following, all of which the Lessee shall do on or prior to the Expiration Date
or as soon thereafter as is reasonably practicable: providing copies of all
books and records regarding the maintenance and ownership of the Leased Assets
and all data and technical and all other information relating thereto, granting
or assigning on or after the Expiration Date all licenses (to the extent such
licenses are assignable under Applicable Law) necessary for the operation and
maintenance of the Leased

                                      -36-
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Assets and cooperating reasonably in seeking and obtaining all necessary
Governmental Action. The obligations of the Lessee under this paragraph shall
survive the expiration or termination of this Lease.

                                  ARTICLE XXVI

                           EXCHANGES OF LEASED ASSETS

         26.1   EXCHANGES OF LEASED ASSETS. The Lessee shall have the right, on
any Monthly Date occurring or prior to the Base Date, to terminate this Lease
with respect to (i) any Leased Asset for which the Lease Term has commenced or
(ii) any Construction Property acquired pursuant to SECTION 4.2(D) for which no
Funding other than the initial Funding has been made (a "REMOVED PROPERTY");
PROVIDED that the Lessee simultaneously identifies to the Lessor a replacement
Property that the Lessor may acquire and lease hereunder in exchange for such
Removed Property (a "SUBSTITUTED PROPERTY"); PROVIDED, FURTHER, that on the
proposed exchange date (a) the conditions in SECTION 26.3 must be satisfied with
respect to the proposed exchange and (b) after giving effect to such exchange,
the aggregate Lease Balance of all Removed Properties theretofor or then being
removed is less than or equal to $20,000,000.

         26.2   EXCHANGE PROCEDURE. The Lessee shall deliver a notice of
exchange to the Lessor at least thirty (30) days prior to the proposed Monthly
Date for the exchange, which notice must identify the Removed Property and
describe in reasonable detail the Substituted Property. If the conditions to
such exchange have been satisfied on or prior to the proposed Monthly Date for
such exchange (the "EXCHANGE DATE"), the exchange shall occur on such Exchange
Date.

         26.3   CONDITIONS TO EACH EXCHANGE. The occurrence of an exchange on
any Exchange Date is subject to satisfaction or waiver of the following
conditions precedent:

                (a) TYPE OF PROPERTY. The Substituted Property (i) must meet the
requirements of SECTIONS 2.1(c)(i) and (c)(iii) and (ii) may consist of a
Construction Property only if the Removed Property is a Construction Property of
the type referred to in clause (ii) of SECTION 26.1.

                (b) OTHER LEASE CONDITIONS. On or prior to the relevant Exchange
Date, the Lessee must satisfy each of the conditions precedent in SECTION 4.2
with respect to the relevant Substituted Property, as if such Substituted
Property was a Leased Property and such Exchange Date was an Acquisition Date.

                (c) NO EVENT OF DEFAULT. On the relevant Exchange Date, no Event
of Default shall have occurred and be continuing or would result from such
exchange.

                (d) VALUE OF SUBSTITUTED PROPERTY. On the relevant Exchange Date
(i) unless the Substituted Property is a Construction Property, the Fair Market
Sales Value for the relevant Substituted Property (as shown in the Appraisal for
such Substituted Property delivered pursuant to SECTION 26.3(b)) shall be equal
to or greater than the Fair Market Sales Value for the relevant Removed Property
on such date and (ii) if the Substituted Property is a Construction Property,
the Fair Market Sales Value of the Land component thereof shall be equal to or
greater than the Lease Balance for the relevant Removed Property on such date.

         26.4   EFFECT OF EXCHANGE. Subject to the satisfaction of the
conditions precedent in SECTION 26.3, on an Exchange Date (a) this Lease shall
terminate with respect to the relevant Removed Property, (b) the Lessor shall
convey title to such Removed Property to the Lessee or its designee in
accordance with clauses (ii) through (iv) of SECTION 25.1, (c) the relevant
Substituted Property shall be deemed to be a "Leased Asset" for the purposes of
this Lease and the other Operative Documents with a Lease Balance equal to the
Fair Market Sales Value for the relevant Substituted Property (or the Land

                                      -37-
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component thereof, in the case of a Construction Property) and (d) if the Fair
Market Sales Value for the relevant Substituted Property (or the Land component
thereof, in the case of a Construction Property) is greater than the Lease
Balance of the Removed Property on the Exchange Date, then the Lessor will make
a Funding in an amount equal to the amount of such excess.

         26.5   LIKE-KIND EXCHANGES. The Lessee may request the Lessor to
structure any exchange herein contemplated as the receipt of replacement
property pursuant to a like-kind exchange under the provisions of Section 1031
of the Code. The Lessor agrees to cooperate with the Lessee to structure such
exchange in such manner, including the execution (at the expense of the Lessee)
of any documents and instruments reasonably requested by the Lessee.

                                 ARTICLE XXVII

                                 INDEMNIFICATION

         27.1   GENERAL INDEMNIFICATION. The Lessee agrees, whether or not any
of the transactions contemplated hereby shall be consummated, to indemnify,
protect, defend, save and hold harmless each Indemnitee, on an After Tax Basis,
from and against, any and all Claims that may be imposed on, incurred by or
asserted against such Indemnitee (whether because of action or omission by such
Indemnitee or otherwise), whether or not such Indemnitee shall also be
indemnified as to any such Claim by any other Person and whether or not such
Claim arises or accrues prior to the Closing Date or after the Expiration Date,
in any way relating to or arising out of:

                (a) any of the Operative Documents or any of the transactions
contemplated thereby;

                (b) the Leased Assets or any part thereof or interest therein;

                (c) the purchase, design, construction, preparation,
installation, inspection, delivery, non-delivery, acceptance, rejection,
ownership, management, possession, operation, rental, lease, sublease,
repossession, maintenance, repair, alteration, modification, addition or
substitution, storage, transfer of title, redelivery, use, financing,
refinancing, disposition, operation, condition, sale (including, without
limitation, any sale pursuant to any provision hereof), return or other
disposition of all or any part or any interest in any Leased Asset or the
imposition of any Lien (or incurring of any liability to refund or pay over any
amount as a result of any Lien) thereon, including, without limitation: (1)
Claims or penalties arising from any violation of law or in tort (strict
liability or otherwise), (2) latent or other defects, whether or not
discoverable, (3) any Claim based upon a violation or alleged violation of the
terms of any restriction, easement, condition or covenant or other matter
affecting title to any Leased Asset, (4) the making of any Modifications in
violation of any standards imposed by any insurance policies required to be
maintained by the Lessee pursuant to this Lease which are in effect at any time
with respect to any Leased Asset or any part thereof, (5) any Claim for patent,
trademark or copyright infringement, (6) Claims which would otherwise be covered
by insurance policies of the Lessee, as required by ARTICLE XVII, and (7) Claims
arising from any public improvements with respect to any Property resulting in
any charge or special assessments being levied against the Property or any plans
to widen, modify or realign any street or highway adjacent to any Property, or
any Claim for utility "tap-in" fees;

                (d) the breach by the Lessee or the Guarantor of any covenant,
representation or warranty made by it or deemed made by it in any Operative
Document or in any certificate delivered pursuant to any Operative Document;

                (e) the retaining or employment of any broker, finder or
financial advisor by the Lessee or any of its Affiliates to act on its behalf in
connection with the transactions contemplated hereby; or

                                      -38-
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                (f) the existence of any Lien on or with respect to any Leased
Asset, any Base Rent or Supplemental Rent, or any interest therein including any
Liens which arise out of the possession, use, occupancy, construction, repair or
rebuilding of any Leased Asset or by reason of labor or materials furnished or
claimed to have been furnished to the Lessee, or any of its contractors or
agents or by reason of the financing of any personalty or equipment purchased or
leased by the Lessee or Modifications constructed by the Lessee, except Lessor
Liens and Liens in favor of the Lessor;

PROVIDED, HOWEVER, the Lessee shall not be required to indemnify any Indemnitee
under this SECTION 27.1 for any of the following: (1) any Claim to the extent
resulting from the willful misconduct or gross negligence of such Indemnitee (it
being understood that the Lessee shall be required to indemnify an Indemnitee
even if the ordinary (but not gross) negligence of such Indemnitee caused or
contributed to such Claim) or the breach of any representation, warranty or
covenant of such Indemnitee set forth in any Operative Document, (2) any Claim
resulting from Lessor Liens which the Lessor is responsible for discharging
under the Operative Documents, (3) any Claim arising from a breach or alleged
breach by the Lessor of any agreement entered into in connection with the
assignment or participation of Rent which does not arise from a breach by the
Lessee or the Guarantor of any of its obligations under the Operative Documents,
(4) any Claim arising from the Lessor's or any other Indemnitee's violation of
any state or federal law or regulation relating to banking or the offer or sale
of securities or (5) any Claim to the extent attributable to acts or events
occurring after the expiration of the Lease Term and the return or remarketing
of any Leased Asset so long as the Lessor is not exercising remedies against the
Lessee in respect of the Operative Documents. It is expressly understood and
agreed that the indemnity provided for herein shall survive the expiration or
termination of and shall be separate and independent from any remedy under this
Lease or any other Operative Document. Without limiting the express rights of
any Indemnitee hereunder, this SECTION 27.1 shall be construed as an indemnity
only and not a guaranty of residual value of any Leased Asset.

         27.2   ENVIRONMENTAL INDEMNITY. Without limitation of the other
provisions of this ARTICLE XXVII, the Lessee hereby agrees to indemnify,
protect, defend, save and hold harmless each Indemnitee, on an After Tax Basis,
from and against any and all Claims, including all costs incurred in connection
with any investigation or monitoring of site conditions or any clean-up,
remedial, removal or restoration work by any federal, state or local government
agency, that may be imposed on, incurred by or asserted against such Indemnitee
(whether because of action or omission by such Indemnitee or otherwise), whether
or not such Indemnitee shall also be indemnified as to any such Claim by any
other Person and whether or not such Claim arises or accrues prior to the
Closing Date or after the Expiration Date, in any way relating to or arising out
of:

                (a) the presence on or under any Property of any Hazardous
Materials, or any releases or discharges of any Hazardous Materials on, under,
from or onto any Property for which any Indemnitee or Lessee may be legally
liable,

                (b) any activity for which any Indemnitee or Lessee may be
legally liable, carried on or undertaken on or off the Property, and whether by
the Lessee or any predecessor in title or any employees, agents, contractors or
subcontractors of the Lessee or any predecessor in title, or any other Persons
(including such Indemnitee), in connection with the handling, treatment,
removal, storage, decontamination, clean-up, transport or disposal of any
Hazardous Materials that at any time are located or present on or under or that
at any time migrate, flow, percolate, diffuse or in any way move onto or under
any Property,

                (c) loss of or damage to any property or the environment
(including, clean-up costs, response costs, remediation and removal costs, cost
of corrective action, costs of financial assurance, fines and penalties and
natural resource damages), or death or injury to any Person, and all expenses
associated

                                      -39-
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with the protection of wildlife, aquatic species, vegetation, flora and fauna,
and any mitigative action required by or under Environmental Laws for which any
Indemnitee or Lessee may be legally liable,

                (d) any claim concerning any Indemnitee's or Lessee's lack of
compliance with Environmental Laws, or any act or omission by any Indemnitee,
the Lessee or any of their agents, employees or contractors causing an
environmental condition that requires remediation or would allow any
Governmental Authority to record a Lien on the land records, or

                (e) any residual contamination on or under the Land, or
affecting any natural resources, and to any contamination of any property or
natural resources arising in connection with the generation, use, handling,
storage, transport or disposal of any such Hazardous Materials, and irrespective
of whether any of such activities were or will be undertaken in accordance with
applicable laws, regulations, codes and ordinances for which any Indemnitee or
Lessee may be legally liable;

PROVIDED, HOWEVER, the Lessee shall not be required to indemnify any Indemnitee
under this SECTION 27.2; for (1) any Claim to the extent resulting from the
willful misconduct or gross negligence of such Indemnitee (it being understood
that the Lessee shall be required to indemnify an Indemnitee even if the
ordinary (but not gross) negligence of such Indemnitee caused or contributed to
such Claim) or (2) any Claim to the extent attributable to acts or events
occurring after the expiration of the Lease Term and the return or remarketing
of the Properties so long as the Lessor is not exercising remedies against the
Lessee in respect of the Operative Documents. It is expressly understood and
agreed that the indemnity provided for herein shall survive the expiration or
termination of and shall be separate and independent from any remedy under this
Lease or any other Operative Document.

         27.3   TAX INDEMNITY.

                (a) The Lessee agrees, whether or not any of the transactions
contemplated hereby shall be consummated, to indemnify, protect, defend, save
and hold harmless each Indemnitee, on an After Tax Basis, from and against, any
and all Impositions that may be imposed on, incurred by or asserted against such
Indemnitee (whether because of action or omission by such Indemnitee or
otherwise), whether or not such Indemnitee shall also be indemnified as to any
such Impositions by any other Person and whether or not such Impositions arise
or accrue prior to the Closing Date or after the Expiration Date.

                (b) Any Imposition indemnifiable under this SECTION 27.3 shall
be paid directly when due to the applicable taxing authority if direct payment
is practicable and permitted. If direct payment to the applicable taxing
authority is not permitted or is otherwise not made, any amount payable to an
Indemnitee pursuant to this SECTION 27.3 shall be paid within thirty (30) days
after receipt of a written demand therefor from such Indemnitee accompanied by a
written statement describing in reasonable detail the amount so payable, but not
before two Business Days prior to the date that the relevant Taxes are due. Any
payments made pursuant to this SECTION 27.3 directly to the Indemnitee entitled
thereto shall be made in immediately available funds at such bank or to such
account as specified by the payee in written directions to the payor, or, if no
such direction shall have been given, by check of the payor payable to the order
of the payee by certified mail, postage prepaid at its address. Upon the request
of any Indemnitee with respect to an Imposition that the Lessee is required to
pay, the Lessee shall furnish such Indemnitee the original or a certified copy
of a receipt for the Lessee's payment of such Imposition or such other evidence
of payment as is reasonably acceptable to such Indemnitee.

                (c) Except in the case of a payment to any Lender, at the
Lessee's request, the amount of any indemnity payment by the Lessee pursuant to
this SECTION 27.3 shall be verified and certified by an independent public
accounting firm mutually acceptable to the Lessee and the Indemnitee. The
Indemnitee shall provide such independent public accounting firm, on a
confidential basis, the requisite

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financial information. The costs of such verification shall be borne by the
Lessee unless such verification shall result in an adjustment in the Lessee's
favor of the lesser of (i) $10,000, and (ii) five percent of the payment as
computed by the Indemnitee, in which case such fee shall be paid by the
Indemnitee. In no event shall the Lessee have the right to review the
Indemnitee's tax returns or receive any other confidential information from the
Indemnitee in connection with such verification. Any information provided to
such independent public accounting firm by any Person shall be and remain the
exclusive property of such Person and shall be deemed by the parties to be (and
the independent public accounting firm will confirm in writing that they will
treat such information as) the private, proprietary and confidential property of
such Person, and no Person other than such Person and the independent public
accounting firm shall be entitled thereto and all such materials shall be
returned to such Person. Such independent public accounting firm shall be
requested to make its determination within thirty (30) days of the Lessee's
request for verifications and the computations of the independent public
accounting firm shall be final, binding and conclusive upon the Lessee and the
Indemnitee. The parties agree that the sole responsibility of the independent
public accounting firm shall be to verify the amount of a payment pursuant to
this Lease and that matters of interpretation of this Lease are not within the
scope of the independent public accounting firm's responsibilities.

                (d) The Lessor represents and warrants that it will not, prior
to the termination of this Lease, claim ownership of (or any tax benefits,
including depreciation, with respect to) the Leased Assets for any income tax
purposes, it being understood that the Lessee is and will remain the owner of
the Leased Assets for such income tax purposes until the termination of this
Lease.

         27.4   PROCEEDINGS IN RESPECT OF CLAIMS.

                (a) If any Claim shall be made against any Indemnitee or if any
action, suit or proceeding shall be brought against any Indemnitee in respect of
any Claim for which such Indemnitee is entitled to be indemnified hereunder,
such Indemnitee shall promptly notify the Lessee in writing (PROVIDED that
failure to so notify the Lessee shall not alter such Indemnitee's rights under
this SECTION 27 except to the extent such failure precludes or materially
adversely affects the Lessee's ability to conduct a contest of any Claim), and
the Lessee shall be entitled, at its expense, to participate in, and, to the
extent that the Lessee desires to, assume and control the defense thereof;
PROVIDED, HOWEVER, that the Lessee shall have acknowledged in writing its
obligation to fully indemnify such Indemnitee in respect of such action, suit or
proceeding, and, the Lessee shall keep such Indemnitee fully apprised of the
status of such action, suit or proceeding and shall provide such Indemnitee with
all information with respect to such action, suit or proceeding as such
Indemnitee shall reasonably request, and PROVIDED, further, that the Lessee
shall not be entitled to assume and control the defense of any such action, suit
or proceeding if and to the extent that, (A) in the reasonable opinion of such
Indemnitee, (x) such action, suit or proceeding involves any risk of imposition
of criminal liability or any risk of imposition of material civil liability on
such Indemnitee beyond that for which the Indemnitee is jointly and severally
liable with the Lessor or will involve a material risk of the sale, forfeiture
or loss of, or the creation of any Lien (other than a Permitted Lien) on any
Leased Asset or any part thereof unless, in the case of civil liability, the
Lessee shall have posted a bond or other security satisfactory to the relevant
Indemnitees in respect to such risk or (y) the control of such action, suit or
proceeding would involve a material conflict of interest on the part of the
Lessee, (B) such proceeding involves Claims not fully indemnified by the Lessee
which the Lessee and the Indemnitee have been unable to sever from the
indemnified claim(s), or (C) an Event of Default has occurred and is continuing.
The Indemnitee may participate in a reasonable manner at its own expense and
with its own counsel in any proceeding conducted by the Lessee in accordance
with the foregoing. The Lessee shall not enter into any settlement or other
compromise with respect to any Claim which is entitled to be indemnified under
SECTION 27.1, 27.2 or 27.3 without the prior written consent of the Indemnitee
which consent shall not be unreasonably withheld in the case of a money
settlement not involving an admission of liability of such Indemnitee; PROVIDED,
HOWEVER, that in the event that such

                                      -41-
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Indemnitee withholds consent to any settlement or other compromise, the Lessee
shall not be required to indemnify such Indemnitee under SECTION 27.1, 27.2 or
27.3 to the extent that the applicable Claim (x) is for legal fees and expenses
incurred after the date of the proposed settlement or (y) results in a judgment
in excess of such offered money settlement.

                (b) Each Indemnitee shall at the expense of the Lessee supply
the Lessee with such information and documents reasonably requested by the
Lessee and in the possession of such Indemnitee as are necessary or advisable
for the Lessee to participate in any action, suit or proceeding to the extent
permitted by this SECTION 27.4. Unless an Event of Default shall have occurred
and be continuing under SECTION 20.1(a), (g) OR (h), no Indemnitee shall enter
into any settlement or other compromise with respect to any Claim for which it
is entitled to be indemnified under SECTION 27.1, 27.2 or 27.3 without the prior
written consent of the Lessee, which consent shall not be unreasonably withheld,
unless such Indemnitee waives its right to be indemnified under SECTION 27.1,
27.2 or 27.3 with respect to such Claim.

                (c) Any amount required to be paid to an Indemnitee pursuant to
SECTION 27.1 or 27.2 shall be paid to such Indemnitee promptly upon receipt of a
written demand therefor from such Indemnitee, accompanied by a written statement
describing in reasonable detail the basis for such indemnity and the computation
of the amount so payable and, if requested by the Lessee, such determination
shall be verified by a nationally recognized independent accounting firm
mutually acceptable to the Lessee and the Indemnitee at the expense of the
Lessee; PROVIDED, HOWEVER, that if the Lessee has assumed the defense of the
related Claim or is paying the costs of the Indemnitee's defense of the related
Claim on an ongoing basis, the Lessee shall not be required to pay such amount
to the applicable Indemnitee until such time as a judgment is entered with
respect to such Claim, the enforcement of which is not stayed or which judgment
is not bonded over, or the Claim is otherwise settled or lost. Upon
reimbursement of payment in full of any Claim by the Lessee pursuant to SECTION
27.1, 27.2 or 27.3 to or on behalf of an Indemnitee, the Lessee, without any
further action, shall be subrogated to any and all claims that such Indemnitee
may have relating thereto (including claims in respect of insurance policies
maintained by such Indemnitee at its own expense), and such Indemnitee shall
execute such instruments of assignment and conveyance, evidence of claims and
payment and such other documents, instruments and agreements as may be necessary
to preserve any such claims and otherwise cooperate with the Lessee and give
such further assurances as are necessary or advisable to enable the Lessee
vigorously to pursue such claims.

         27.5   CONSTRUCTION PROPERTIES. Notwithstanding anything to the
contrary in this SECTION 27, the Lessee's obligation to indemnify any Indemnitee
for any Claim or Imposition relating to a Construction Property during the
Construction Period applicable thereto shall be subject to the provisions of
SECTION 2.9 of the Construction Agency Agreement.

                                 ARTICLE XXVIII

                              ESTOPPEL CERTIFICATES

         28.1   ESTOPPEL CERTIFICATES. At any time and from time to time upon
not less than twenty (20) days' prior request by the Lessor or the Lessee (the
"REQUESTING PARTY"), the other party (whichever party shall have received such
request, the "CERTIFYING PARTY") shall furnish to the Requesting Party (but in
the case of the Lessor, as Certifying Party, not more than four (4) times per
year unless required to satisfy the requirements of any sublessees and only to
the extent that the required information has been provided to the Lessor by the
Lessee) a certificate signed by an individual having the office of vice
president or higher in the Certifying Party certifying that this Lease is in
full force and effect (or that this Lease is in full force and effect as
modified and setting forth the modifications); the dates to which the Base Rent
and Supplemental Rent have been paid; to the best knowledge of the signer of
such certificate, whether or not

                                      -42-
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the Requesting Party is in default under any of its obligations hereunder (and,
if so, the nature of such alleged default); and such other matters under this
Lease as the Requesting Party may reasonably request. Any such certificate
furnished pursuant to this ARTICLE XXVIII may be relied upon by the Requesting
Party, and any existing or prospective mortgagee, purchaser or lender, and any
accountant or auditor, of, from or to the Requesting Party (or any Affiliate
thereof).

                                  ARTICLE XXIX

                             ACCEPTANCE OF SURRENDER

         29.1   ACCEPTANCE OF SURRENDER. No surrender to the Lessor of this
Lease or of all or any portion of any Leased Asset or of any part of any thereof
or of any interest therein shall be valid or effective unless agreed to and
accepted in writing by the Lessor, and no act by the Lessor or any
representative or agent of the Lessor, other than a written acceptance, shall
constitute an acceptance of any such surrender.

                                  ARTICLE XXX

                               NO MERGER OF TITLE

         30.1   NO MERGER OF TITLE. There shall be no merger of this Lease or of
the leasehold estate created hereby by reason of the fact that the same Person
may acquire, own or hold, directly or indirectly, in whole or in part, (i) this
Lease or the leasehold estate created hereby or any interest in this Lease or
such leasehold estate, (ii) the fee or ground leasehold estate in any Leased
Asset, except as may expressly be stated in a written instrument duly executed
and delivered by the appropriate Person or (iii) a beneficial interest in the
Lessor.

                                  ARTICLE XXXI

                              INTENT OF THE PARTIES

         31.1   OWNERSHIP OF THE LEASED ASSETS.

                (a) It is the intent of the parties hereto that for financial
accounting and reporting purposes this Lease constitutes an "operating lease"
pursuant to Statement of Financial Accounting Standards No. 13, as amended, and
for purposes of commercial, real estate, bankruptcy and federal, state and local
income tax law, the transaction contemplated hereby is a financing arrangement
and preserves ownership of the Property in the Lessee.

                (b) It is the intent of the parties hereto that (i) for all
purposes other than financial accounting and reporting, the obligations of the
Lessee under this Lease to pay Capitalized Interest or Basic Rent and
Supplemental Rent or Lease Balance in connection with any purchase of the
Property pursuant to this Lease shall be treated as payments of interest on and
principal of, respectively, loans from the Lessor to the Lessee, and (ii) this
Lease grants to the Lessor a security interest and deed of trust on the portions
of the Property which do not constitute interests in real property, in each case
to secure the Lessee's performance under and payment of all amounts under this
Lease and the other Operative Documents. The Lessor and the Lessee agree that
for all federal, state and local tax purposes the Lessor and the Lessee shall
treat, and take no action that is in any way inconsistent with the treatment of,
the transaction contemplated hereby as a financing arrangement which preserves
tax ownership of the Property in the Lessee in accordance with the intent of the
parties as set forth in this SECTION 31.1.

                                      -43-
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                                 ARTICLE XXXII

                      PAYMENT OF EXPENSES; YIELD PROTECTION

         32.1   TRANSACTION EXPENSES.

                (a) The Lessee shall pay, or cause to be paid, from time to time
all Transaction Expenses in respect of the transactions taking place on the
Closing Date and on each Funding Date on such respective date; PROVIDED,
HOWEVER, that, if the Lessee has not received written invoices therefor five (5)
days prior to such date, such Transaction Expenses shall be paid on the earlier
of (i) the next Funding Date and (ii) the date thirty-five (35) days after the
Lessee has received written invoices therefor.

                (b) The Lessee shall promptly pay or cause to be paid (i) all
reasonable Transaction Expenses from time to time incurred by the Lessor, the
Administrative Agent, the Collateral Agent and each Equity Participant in
entering into any future amendments or supplements with respect to any of the
Operative Documents, or giving or withholding of waivers of consents hereto or
thereto (in each case, which has been requested or approved by the Lessee), (ii)
all reasonable Transaction Expenses incurred by the Lessor, the Administrative
Agent and the Collateral Agent in connection with any purchase, sale or exchange
of any Leased Asset by the Lessee or other Person pursuant to this Lease or the
Construction Agency Agreement and (iii) all Transaction Expenses incurred by the
Lessor, the Administrative Agent, the Collateral Agent, each Lender and each
Equity Participant in respect of enforcement of any of their rights or remedies
against the Lessee or the Guarantor in respect of the Operative Documents.

                (c) Notwithstanding anything to the contrary contained herein,
if the Lessor has paid any Transaction Costs which the Lessee is responsible for
paying hereunder or under the other Operative Documents, then, in lieu of
requiring the Lessee to reimburse the Lessor therefor, the Lessor may, on the
Acquisition Date for any Property, add a pro rata portion of such unreimbursed
Transaction Costs (plus the Lessor's cost of financing the same from the date
paid by the Lessor to such Acquisition Date) to the Lease Balance for such
Property, and the Lessor shall be deemed to have made a Funding in an amount
equal to such pro rata portion.

         32.2   BROKERS' FEES AND STAMP TAXES. The Lessee shall pay or cause to
be paid any brokers' fees and any and all stamp, transfer and other similar
taxes, fees and excises, if any, including any interest and penalties, which are
payable in connection with the transactions contemplated by this Lease and the
other Operative Documents. The Lessor and the Lessee each represent to the other
that it has not employed any brokers in connection with the transactions
contemplated by the Operative Documents.

         32.3   FUNDING LOSSES. If (i) any payment of Base Rent or any portion
of a Lease Balance is made on any day other than a Scheduled Payment Date
therefor, (ii) any Funding is not made on the date specified therefor in the
related Funding Request (other than as a result of a breach by the Lessor of its
obligation under SECTION 3.1 to make such Funding) or (iii) the Eurodollar Rate
applicable to any Loan or equity contribution made to the Lessor is converted to
the Alternate Base Rate on any day other than a Scheduled Payment Date, then the
Lessee shall pay, as Supplemental Rent, to the Lessor, each Lender and each
Equity Participant within fifteen (15) days after demand an amount equal to any
resulting loss or expense incurred by it, including (without limitation) any
loss incurred in obtaining, liquidating or employing deposits from third
parties, but excluding loss of margin for the period after any such payment,
PROVIDED that the Lessor, such Lender or such Equity Participant, as the case
may be, shall have delivered to the Lessee a certificate as to the amount of
such loss or expense, which certificate shall be conclusive in the absence of
manifest error.

                                      -44-
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         32.4   REGULATION D COMPENSATION. For so long as any Equity Participant
or any Lender is required to maintain reserves against "Eurocurrency
Liabilities" (or any other category of liabilities which include deposits by
reference to which the Base Rent is determined or any category of extensions of
credit or other assets which includes loans by a non-United States office of any
Lender to United States residents), and, as a result, the cost to (i) any Equity
Participant of making or maintaining its equity contributions pursuant to the
Trust Agreement or (ii) any Lender of making or maintaining its Loans, which in
each case bear interest by reference to the Eurodollar Rate is increased, then
the Lessor, on behalf of such Equity Participant or such Lender, as the case may
be, may require the Lessee to pay, contemporaneously with each payment of Base
Rent, as Supplemental Rent, an additional amount at a rate per annum up to but
not exceeding the excess of (i) (A) the applicable Eurodollar Rate divided by
(B) one minus the Eurocurrency Reserve Requirements over (ii) the applicable
Eurodollar Rate to reimburse such Equity Participant or such Lender. In the
event that an Equity Participant or a Lender wishes to require payment of such
additional amount, the Lessor (x) shall so notify the Lessee, in which case such
Supplemental Rent shall be payable to such Equity Participant or such Lender, as
the case may be, at the place indicated in such notice and (y) shall furnish to
the Lessee at least five (5) Business Days prior to each date on which Rent is
payable a certificate setting forth the amount to which it is then entitled
under this Section. Each such certificate shall be accompanied by such
information as the Lessee may reasonably request as to the computation set forth
therein.

         32.5   INCREASED COST AND REDUCED RETURN.

                (a) In the event that the adoption of any applicable law, rule
or regulation, or any change therein or in the interpretation or application
thereof by any governmental authority, central bank or comparable agency charged
with the interpretation or administration thereof or compliance by the Lessor,
any Equity Participant or any Lender with any request or directive after the
date hereof (whether or not having the force of law) of any such authority,
central bank or comparable agency:

                      (i) does or shall impose, modify or hold applicable any
         reserve, special deposit, insurance assessment, compulsory loan or
         similar requirement against assets held by, or deposits or other
         liabilities in or for the account of, advances or loans by, or other
         credit extended by, or any other acquisition of funds by, the Lessor,
         any office of any Equity Participant or any Lender which are not
         otherwise included in determination of calculation of Base Rent
         hereunder or covered by SECTION 32.4; or

                      (ii) does or shall impose on the Lessor, any Equity
         Participant or any Lender any other condition;

and the result of any of the foregoing is to increase the cost to any Equity
Participant or any Lender of making or maintaining Fundings, contributions under
the Trust Agreement or Loans, in each case based on the Eurodollar Rate, as the
case may be, or to reduce any amount receivable hereunder in respect thereof,
then from time to time, within fifteen (15) days after demand by any Equity
Participant or any Lender, the Lessee shall pay to the Lessor, as Supplemental
Rent, any additional amounts necessary to compensate such affected Person for
such increased cost or reduced amount receivable.

                (b) If any Equity Participant or any Lender shall have
determined that the adoption after the date hereof of any applicable law, rule
or regulation regarding capital adequacy, or any change therein after the date
hereof, or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or any request or directive issued
after the date hereof regarding capital adequacy (whether or not having the
force of law) of any such authority, central bank or comparable agency, has or
would have the effect of reducing the rate of return on capital of any Equity
Participant or any Lender (or any entity directly or

                                      -45-
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indirectly controlling any of such Persons) as a consequence of their respective
obligations under the Operative Documents to a level below that which they could
have achieved but for such adoption, change, request or directive (taking into
consideration its policies with respect to capital adequacy), then from time to
time, within fifteen (15) days after demand by any Equity Participant or any
Lender, the Lessee shall pay to the Lessor, as Supplemental Rent, such
additional amount or amounts as will compensate the Equity Participants and the
Lenders (or their respective controlling entities) for such reduction.

                (c) The Lessor, any Equity Participant and any Lender will
notify the Lessee of any event occurring after the date of this Lease which will
entitle such entity to compensation pursuant to SECTION 32.5(a) OR (b) (an
"ADDITIONAL COST EVENT") as promptly as practicable after it obtains knowledge
thereof and determines to request such compensation, and (if so requested by the
Lessee) will designate a different office for its Fundings, equity contributions
or Loans, as the case may be, if such designation would avoid the need for, or
reduce the amount of, such compensation and will not, in the sole opinion of the
Lessor, such Equity Participant or such Lender, be disadvantageous to it;
PROVIDED that the Lessee shall not be obligated to compensate the Lessor, such
Equity Participant or such Lender for any such additional costs incurred more
than 180 days prior to the time the Lessor, such Equity Participant or such
Lender first notifies the Lessee of such Additional Cost Event. A statement of
the Lessor, any Equity Participant or any Lender claiming compensation under
SECTION 32.5 (a) OR (b), setting forth the calculations and the basis therefor
(using reasonable averaging and attribution methods), in each case in reasonable
detail, shall be conclusive absent manifest error.

                (d) If any Equity Participant or Lender requests compensation
from the Lessee under SECTION 32.4 or SECTION 32.5, the Lessee may, by notice to
the Lessor, require the Lessor to exercise any rights available to it under the
Trust Agreement or the Credit Agreement to cause the yield on its equity
contributions or the interest on the Loans, as the case may be, to be based upon
the Alternate Base Rate from and after the last day of the current Interest
period with respect thereto and until the Additional Cost Event giving rise to
such request ceases to be in effect.

                                 ARTICLE XXXIII

                    OTHER COVENANTS AND AGREEMENTS OF LESSEE

         33.1   INFORMATION. The Lessee will deliver to the Lessor and the
Administrative Agent:

                (a) within five (5) days after a Responsible Employee of the
Lessee or any Affiliate of the Lessee obtains knowledge thereof, notice of (i)
the occurrence of each Default or Event of Default and (ii) the commencement of
any litigation which is of the type referred to in SECTION 6.2(d) or which, if
adversely determined, could have a material adverse effect on the value of any
Leased Asset, in each case together with a statement of an authorized officer
setting forth details thereof and the action that the Lessee proposes to take
with respect thereto;

                (b) from time to time, such additional information regarding (i)
the business, properties, financial condition, operations or prospects of the
Lessee, the Guarantor or its Subsidiaries, or (ii) the Leased Assets or the
status of any construction thereon, in each case as the Lessor or the
Administrative Agent may reasonably request; and

                (c) not later than five (5) Business Days after execution
thereof, copies of all amendments to and waivers of the Iron Mountain Credit
Agreement.

                                      -46-
<Page>

                                 ARTICLE XXXIV

                                  MISCELLANEOUS

         34.1   SURVIVAL; SEVERABILITY; ETC. If any term or provision of this
Lease or any application thereof shall be declared invalid or unenforceable, the
remainder of this Lease and any other application of such term or provision
shall not be affected thereby. If any right or option of the Lessee provided in
this Lease would, in the absence of the limitation imposed by this sentence, be
invalid or unenforceable as being in violation of the rule against perpetuities
or any other rule of law relating to the vesting of an interest in or the
suspension of the power of alienation of property, then such right or option
shall be exercisable only during the period which shall end twenty-one (21)
years after the date of death of the last survivor of the descendants of
Franklin D. Roosevelt, the former President of the United States, and John D.
Rockefeller, the founder of the Standard Oil Company, known to be alive on the
date of the execution, acknowledgement and delivery of this Lease.

         34.2   AMENDMENTS AND MODIFICATIONS. Neither this Lease nor any
provision hereof may be amended, modified, supplemented, waived, discharged or
terminated except by an instrument in writing signed by the Lessor and the
Lessee.

         34.3   NO WAIVER. No failure by the Lessor or the Lessee to insist
upon the strict performance of any term hereof or to exercise any right, power
or remedy upon a default hereunder, and no acceptance of full or partial payment
of Rent during the continuance of any such default, shall constitute a waiver of
any such default or of any such term. To the fullest extent permitted by law, no
waiver of any default shall affect or alter this Lease, and this Lease shall
continue in full force and effect with respect to any other then existing or
subsequent default.

         34.4   NOTICES. All notices, demands, requests, consents, approvals
and other communications hereunder shall be in writing (including by facsimile),
and directed to the address of the appropriate party as set forth in SCHEDULE I
hereto.

         34.5   SUCCESSORS AND ASSIGNS. All the terms and provisions of this
Lease shall inure to the benefit of the parties hereto and their respective
successors and permitted assigns.

         34.6   HEADINGS AND TABLE OF CONTENTS. The headings and table of
contents in this Lease are for convenience of reference only and shall not limit
or otherwise affect the meaning hereof.

         34.7   COUNTERPARTS. This Lease may be executed in any number of
counterparts, each of which shall be an original, but all of which shall
together constitute one and the same instrument.

         34.8   GOVERNING LAW. THIS LEASE SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO CONFLICTS OF LAW PRINCIPLES, EXCEPT AS TO MATTERS RELATING TO THE
CREATION OF THE LEASEHOLD ESTATES HEREUNDER WITH RESPECT TO ANY PROPERTY (AS
DEFINED IN THIS LEASE) AND THE EXERCISE OF RIGHTS AND REMEDIES WITH RESPECT
THERETO, WHICH SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF
THE STATE WHERE SUCH PROPERTY IS LOCATED. WITHOUT LIMITING THE FOREGOING, TO THE
EXTENT THAT THIS LEASE IS DEEMED TO CONSTITUTE A FINANCING AS PROVIDED IN
SECTION 31.1, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF
LAWS PRINCIPLES, SHALL GOVERN THE CREATION, TERMS AND PROVISIONS OF ANY
INDEBTEDNESS EVIDENCED HEREBY, BUT ANY LIEN CREATED HEREBY AND THE CREATION AND
THE

                                      -47-
<Page>

ENFORCEMENT OF SAID LIEN WITH RESPECT TO ANY PROPERTY (AS DEFINED IN THIS LEASE)
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE WHERE
SUCH PROPERTY IS LOCATED.

         34.9   ORIGINAL LEASE. The single executed original of this Lease
containing the receipt of the Lessor therefor on or following the signature page
thereof shall be the Original Executed Counterpart of this Lease (the "ORIGINAL
EXECUTED COUNTERPART"). To the extent that this Lease constitutes chattel paper,
as such term is defined in the Uniform Commercial Code as in effect in any
applicable jurisdiction, no security interest in this Lease may be created
through the transfer or possession of any counterpart other than the Original
Executed Counterpart.

         34.10   WAIVER OF JURY TRIAL. THE PARTIES HERETO HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, THIS LEASE AND/OR ANY OF THE OTHER OPERATIVE DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED THEREBY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF SUCH PARTIES. THE PARTIES
HERETO ACKNOWLEDGE AND AGREE THAT THEY HAVE RECEIVED FULL AND SUFFICIENT
CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE PARTIES ENTERING INTO THE LEASE AND EACH SUCH OTHER OPERATIVE
DOCUMENTS.

         34.11   NATURE OF LESSOR'S OBLIGATIONS; LIMITATIONS ON LIABILITY;
SURVIVAL.

                (a) Notwithstanding any provision to the contrary in this Lease,
except with respect to Lessor Liens, any breach by an Equity Participant of a
valid obligation to make an Equity Contribution, any representation or warranty
made by the Trustee in its individual capacity in any Operative Document and
CLAUSE (v) or (vi) of SECTION 34.11(b), it is understood and agreed that
(irrespective of any breach of any representation (except any representation
made by the Trustee in its individual capacity), covenant, agreement or
undertaking of any nature whatsoever made by the Lessor in this Lease or in any
other Operative Document) no recourse shall be had under any rule of law,
statute or constitution or by the enforcement of any assessments or penalties or
otherwise for the payment of any amounts due hereunder or for any claim based
herein or otherwise in respect hereof against (i) the Trustee, in its individual
capacity (except as a result of its gross negligence, fraud or willful
misconduct) or any past, present or future Affiliate, officer, director, owner,
beneficiary, shareholder, agent, employee or partner of the Borrower or any of
its legal representatives, successors or assigns or (ii) any Person on the
grounds that, in entering into the transaction evidenced by any of the Operative
Documents to which the Lessor is a party, the Lessor or any Equity Participant
was acting as an agent for the account and benefit of such Person and that such
Person was or was alleged to be the principal of the Lessor (unless the Lessor
is acting or failing to act in accordance with instructions of such Person). By
entering into this Lease, each party hereto agrees that (except as specifically
provided above) all such liability (x) of the Trustee, in its individual
capacity, or any past, present or future Affiliate, officer, director, owner,
beneficiary, shareholder, agent, employee or partner of the Borrower or any of
their respective legal representatives, successors or assigns or (y) of such
other Person, is and is being expressly waived and released as a condition of
and as a consideration for the execution of the Operative Documents.

                (b) Nothing contained herein or in any of the other Operative
Documents, however, shall be taken to (i) prevent recourse to and the
enforcement against the Collateral of and for all liabilities, obligations and
undertakings contained in the Operative Documents, (ii) limit, restrict, or
impair the right of the Lenders to accelerate the maturity of the Notes upon the
occurrence of an Event of Default (as defined in the Credit Agreement), (iii)
prevent the bringing of an action or obtaining of a judgment

                                      -48-
<Page>

against the Lessor; PROVIDED that, except as set forth in CLAUSES (v) and (vi)
below and as provided in the preceding paragraph, none of the Trustee, in its
individual capacity, nor any past, present or future Affiliate, officer,
director, owner, beneficiary, shareholder, agent, employee or partner thereof or
any of their respective legal representatives, successors or assigns shall have
any individual or personal liability on such judgment and the satisfaction
thereof shall be limited to the sums due and to become due under this Lease, the
Construction Agency Agreement or the Guaranty and to the other Collateral, (iv)
prevent the bringing of an action or obtaining of a judgment to foreclose the
lien of any Mortgage or otherwise realize upon the sums due or to become due
under this Lease, the Construction Agency Agreement or the Guaranty or upon the
Collateral, including the right to proceed against the Lessee under this Lease
or the Construction Agency Agreement, or the Guarantor under the Guaranty, (v)
prevent recourse against the Trustee, in its individual capacity, for payment of
net income, franchise, estate, inheritance, succession, transfer or profits
taxes assessed against the Trustee, in its individual capacity, that the Lessee
is not obligated to pay or discharge under the Lease, or (vi) prevent recourse
to the Trustee, in its individual capacity, directly for damages resulting from
its fraud, gross negligence or willful misconduct.

                (c) The provisions of this SECTION 34.11 shall survive the
termination of this Lease and the other Operative Documents.

                                      -49-
<Page>

         IN WITNESS WHEREOF, the parties have caused this Lease be duly executed
and delivered as of the date first above written.

                                   IRON MOUNTAIN STATUTORY TRUST - 2001,
                                      as Lessor

                                   By:    First Union National Bank,
                                          not in its individual capacity, except
                                          as expressly provided herein, but
                                          solely as trustee

                                   By: /s/ W. Jeffrey Kramer
                                       -----------------------------------------
                                       Name:  W. Jeffrey Kramer
                                       Title: Vice President



                                   IRON MOUNTAIN RECORDS
                                   MANAGEMENT, INC.,
                                      as Lessee

                                   By: /s/ John P. Lawrence
                                       -----------------------------------------
                                       Name: John P. Lawrence
                                       Title: Vice President

<Page>

THIS COUNTERPART IS THE ORIGINAL EXECUTED COUNTERPART.

Receipt of this original counterpart of the foregoing Lease is hereby
acknowledged as of the date hereof.

         THE BANK OF NOVA SCOTIA,
              as Collateral Agent


         By:  /s/ T.M. Pitcher
              -----------------------------------------------
              Name:  T.M. Pitcher
              Title: Authorized Signatory


<Page>


                                                                      APPENDIX 1

                                          TO MASTER LEASE AND SECURITY AGREEMENT


                         DEFINITIONS AND INTERPRETATION


         A.   INTERPRETATION. In each Operative Document, unless a clear
contrary intention appears:

         (i) the singular number includes the plural number and VICE VERSA;

        (ii) reference to any Person includes such Person's successors and
assigns but, if applicable, only if such successors and assigns are permitted by
the Operative Documents, and, unless otherwise provided or the context otherwise
requires, reference to a Person in a particular capacity excludes such Person in
any other capacity or individually;

       (iii) reference to any gender includes each other gender;

        (iv) reference to any agreement, document or instrument means such
agreement, document or instrument as amended or modified and in effect from time
to time in accordance with the terms thereof and, if applicable, the terms of
the other Operative Documents and reference to any promissory note includes any
promissory note which is an extension or renewal thereof or a substitute or
replacement therefor;

         (v) reference to any Applicable Law means such Applicable Law as
amended, modified, codified, replaced or reenacted, in whole or in part, and in
effect from time to time, including rules and regulations promulgated
thereunder, and reference to any section or other provision of any Applicable
Law means that provision of such Applicable Law from time to time in effect and
constituting the substantive amendment, modification, codification, replacement
or reenactment of such section or other provision;

        (vi) reference in any Operative Document to any Article, Section,
Appendix, Schedule or Exhibit means such Article or Section thereof or Appendix,
Schedule or Exhibit thereto;

       (vii) "hereunder", "hereof", "hereto" and words of similar import shall
be deemed references to an Operative Document as a whole and not to any
particular Article, Section or other provision thereof;

      (viii) "including" (and with correlative meaning "include") means
including without limiting the generality of any description preceding such
term;

<Page>

        (ix) "or" is not exclusive; and

         (x) relative to the determination of any period of time, "from" means
"from and including" and "to" means "to but excluding".

         B.   ACCOUNTING TERMS. In each Operative Document, unless expressly
otherwise provided, accounting terms shall be construed and interpreted, and
accounting determinations and computations shall be made, in accordance with
GAAP (as defined herein).

         C.   CONFLICT IN OPERATIVE DOCUMENTS. If there is any conflict between
any Operative Documents, such Operative Document shall be interpreted and
construed, if possible, so as to avoid or minimize such conflict but, to the
extent (and only to the extent) of such conflict, the Lease shall prevail and
control.

         D.   LEGAL REPRESENTATION OF THE PARTIES. The Operative Documents were
negotiated by the parties with the benefit of legal representation and any rule
of construction or interpretation otherwise requiring the Operative Document to
be construed or interpreted against any party shall not apply to any
construction or interpretation hereof or thereof.

         E.   DEFINED TERMS. Unless a clear contrary intention appears, terms
defined herein have the respective indicated meanings when used in each
Operative Document. All capitalized terms used in the Operative Documents but
not otherwise defined in this APPENDIX 1 shall have the meanings, where
applicable, given to such terms in the Credit Agreement (as defined herein).

         "ACCOUNTS RECEIVABLE FINANCING" means any accounts receivable sale
arrangement, credit facility or conditional purchase contract or similar
arrangement providing financing secured directly or indirectly by the accounts
receivable and related records, collateral and rights of the Guarantor or its
Subsidiaries; PROVIDED that any such transaction shall be consummated pursuant
to documentation in form and substance reasonably satisfactory to the IM
Administrative Agent, as evidenced by its written approval thereof (such
approval not to be unreasonably withheld).

         "ACQUIRED DEBT" means, with respect to the Guarantor or any Subsidiary,
Indebtedness of any other Person, existing at the time such other Person merged
with or into or became a Subsidiary of the Guarantor or any Subsidiary thereof
in connection with a Permitted Acquisition occurring after the Effective Date,
PROVIDED that (i) such Indebtedness was not created by such other Person in
contemplation of such acquisition and (ii) the aggregate outstanding principal
amount of such Indebtedness shall not at any time exceed $15,000,000, PROVIDED,
FURTHER, that if the amount "$15,000,000" in the definition of "Acquired Debt"
in the Iron Mountain Credit Agreement is changed pursuant to any amendment,
modification or supplement of the Iron Mountain Credit Agreement, then the
amount "$15,000,000" contained in this definition shall likewise change.

         "ACQUISITION" means an acquisition of assets of, or all or
substantially all of the capital stock of, another business by Guarantor and/or
one or more of its Subsidiaries.

         "ACQUISITION CONSIDERATION" means, with respect to any Acquisition, the
aggregate amount of consideration paid by Guarantor and its Subsidiaries in
connection therewith, inclusive of (a) Stock Consideration and (b) other
consideration on account of (i) any expenses incurred in connection with such
Acquisition, (ii) liabilities under agreements not to compete incurred in
connection with such Acquisition, (iii) the principal amount of Indebtedness
assumed in connection with such Acquisition and (iv) Additional Expenditures
related to such Acquisition.

                                      -2-
<Page>

         "ACQUISITION DATE" means, with respect to any Property, (i) the Funding
Date on which the Lessor acquires title to, or a leasehold interest in, the Land
constituting a part of such Property or (ii) the Exchange Date on which the
Lessor acquires any Substituted Property.

         "ACQUISITION FUNDING REQUEST" means a funding request substantially in
the form of EXHIBIT A-1 to the Lease.

         "ADDITIONAL EXPENDITURES" means, with respect to any Acquisition,
amounts expended or to be expended by Guarantor and its Subsidiaries within
twelve months after the date of such Acquisition to acquire or construct
facilities and equipment that are not part of the assets acquired pursuant to
such Acquisition but which are deemed by Guarantor to be essential for the
integration or restructuring of the assets so acquired.

         "ADDITIONAL PAYMENT DATE" means each, the last day of each Interest
Period which does not end on a Scheduled Payment Date and the Expiration Date
for each Leased Asset.

         "ADJUSTED EBITDA" means, for any period, Consolidated EBITDA for such
period, minus the tax provision for such period currently payable.

         "ADMINISTRATIVE AGENT" means The Bank of Nova Scotia, in its capacity
as administrative agent under the Credit Agreement.

         "ADMINISTRATIVE AGENT FEE LETTER" means the letter agreement, dated May
22, 2001, among the Guarantor, the Lessee and the Administrative Agent.

         "AFFILIATE" means, when used with respect to any Person, any other
Person directly or indirectly Controlling or Controlled by or under direct or
indirect common Control with such Person.

         "AFTER TAX BASIS" means, with respect to any payment to be received,
the amount of such payment increased so that, after subtracting the amount of
any taxes required to be paid by the recipient with respect to the receipt by
the recipient of such payment (after taking into account any deduction to which
the recipient is entitled with respect to such payment), such payment (as so
reduced) is equal to the payment otherwise required to be made.

         "ALTERNATE BASE RATE" means, for any day, an interest rate equal to the
higher of (i) the sum of the Federal Funds Effective Rate for such day PLUS
0.50% per annum and (ii) the base rate of the Administrative Agent as in effect
on such day.

         "APPLICABLE LAW" means all existing and future applicable laws, rules,
regulations, statutes, treaties, codes, ordinances, permits, certificates,
orders and licenses of and interpretations by, any Governmental Authority
(including Environmental Laws), and applicable judgments, decrees, injunctions,
writs, orders or like action of any court, arbitrator or other administrative,
judicial or quasi-judicial tribunal or agency of competent jurisdiction.

         "APPLICABLE LEVERAGE RATIO" means, at any time, the Leverage Ratio as
at the end of the most recent fiscal quarter of the Guarantor in respect of
which financial statements have been delivered by the Guarantor pursuant to
SECTION 10 of the Guaranty; PROVIDED, that no change in the Applicable Leverage
Ratio will take effect until the date five (5) Business Days following receipt
by the Administrative Agent of the applicable financial statements.

         "APPRAISAL" means, with respect to any Property or any portion thereof,
an appraisal, prepared by a reputable appraiser selected by the Administrative
Agent, of such Property or such portion which complies with all of the
provisions of the Financial Institutions Reform, Recovery and Enforcement Act of
1989, as amended, the rules and regulations adopted pursuant thereto, and all
other applicable Requirements of Law and, in the case of the Appraisal delivered
on or prior to the Acquisition Date for

                                      -3-
<Page>

such Property, will appraise the Fair Market Sales Value of such Property (i) as
built in accordance with the Plans and Specifications as of Substantial
Completion for such Property (in the case of Construction Property) or as
improved by any Tenant Improvements (in the case of a Property for which the
Lessor is funding Tenant Improvements) and (ii) as of the Expiration Date for
such Property.

         "APPURTENANT RIGHTS" means (i) all agreements, easements, rights of way
or use, rights of ingress or egress, privileges, appurtenances, tenements,
hereditaments and other rights and benefits at any time belonging or pertaining
to any Land or the related Improvements, including the use of any streets, ways,
alleys, vaults or strips of land adjoining, abutting, adjacent or contiguous to
such Land and (ii) all permits, licenses and rights, whether or not of record,
appurtenant to such Land.

         "ARCHITECT" means an independent architect employed by Lessee in
connection with the transactions contemplated by the Construction Agency
Agreement.

         "ASSETS" means, with respect to any Person, any and all assets or
property of any kind, real or personal, tangible or intangible, now owned or
hereafter acquired by such Person.

         "AVAILABLE COMMITMENT" means, at any time, an amount equal to the
excess, if any, of (i) the amount of the Total Commitment over (ii) the
aggregate principal amount of all Fundings made or deemed made prior to such
time.

         "BANKRUPTCY LAWS" means Title 11 of the United States Code or any other
Federal or state bankruptcy, insolvency or similar law, now or hereafter in
effect in the United States relating to bankruptcy, insolvency, reorganization,
winding up or adjustment of debts of any Person.

         "BASE DATE" means November 22, 2002.

         "BASE LEASE TERM" means, with respect to each Leased Asset, the period
commencing on the Base Date and ending on the Expiration Date for such Leased
Asset; PROVIDED, HOWEVER, that if the Lease Commencement Date for any
Construction Property is after the Base Date, then the Base Lease Term for such
Property shall be the period from such Lease Commencement Date to the Expiration
Date.

         "BASE RATE TRANCHE" means a portion of a Lease Balance funded by a Debt
Contribution which bears interest at a fluctuating rate based upon the Alternate
Base Rate.

         "BASE RENT" means the amount determined under APPENDIX 2 to the Lease.

         "BOARD" means the Board of Governors of the Federal Reserve System of
the United States (or any successor).

         "BUDGET" means, with respect to any Construction Property, the budget
for the Construction of the Improvements to such Property, as such budget may be
amended from time to time in accordance with the Construction Agency Agreement.

         "BUSINESS DAY" means each day which is not a day on which banks in New
York or London are generally authorized or obligated, by law or executive order,
to close.

         "CAPITAL EXPENDITURES" means capital expenditures by the Guarantor or
any of its Subsidiaries during the relevant period determined in accordance with
GAAP.

         "CAPITAL LEASE OBLIGATIONS" means, as to any Person, the obligations of
such Person to pay rent or other amounts under a lease of (or other agreement
conveying the right to use) real and/or personal property which obligations are
required to be classified and accounted for as a capital lease on a balance
sheet of such Person under GAAP (including Statement of Financial Accounting
Standards No. 13 of the Financial Accounting Standards Board) and the amount of
such obligations shall be the capitalized amount thereof, determined in
accordance with GAAP (including such Statement No. 13).

                                      -4-
<Page>

         "CAPITALIZED COMMITMENT FEES" means, with respect to any Construction
Property after the Acquisition Date therefor but prior to the Lease Commencement
Date therefor, an amount for each Interest Period equal to the Commitment Fees
accruing during such Interest Period in respect of the portion of the Available
Commitment equal to the daily average amount by which the Maximum Lease Balance
for such Property exceeds the Lease Balance for such Property.

         "CAPITALIZED INTEREST" means, with respect to any Construction Property
after the Acquisition Date therefor but prior to the Lease Commencement Date
therefor, an amount for each Interest Period equal to the sum of (i) the amount
of interest payable under the Credit Agreement for such Interest Period with
respect to the Debt Portion of the Lease Balance of such Property and (ii) the
amount of certificate yield payable under the Trust Agreement for such Interest
Period with respect to the Equity Portion of the Lease Balance of such Property.

         "CASUALTY" means any loss, theft, damage or destruction of all or any
portion of a Leased Asset.

         "CERCLA" means the Comprehensive Environmental Response, Compensation,
and Liability Act of 1980, 42 U.S.C.Sections 9601 ET SEQ., as amended by the
Superfund Amendments and Reauthorization Act of 1986.

         "CERTIFYING PARTY" is defined in SECTION 28.1 of the Lease.

         "CLAIMS" means any and all obligations, liabilities, losses, actions,
suits, judgments, penalties, fines, claims, demands, settlements, fees, costs
and expenses (including reasonable legal fees and expenses) of any nature
whatsoever.

         "CLOSING DATE" is defined in SECTION 4.1 of the Lease.

         "CODE" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor statute thereto.

         "COLLATERAL" is defined in SECTION 2 of the Intercreditor Agreement.

         "COLLATERAL ACCOUNT" has the meaning assigned to such term in the
Intercreditor Agreement.

         "COLLATERAL AGENT" means The Bank of Nova Scotia, in its capacity as
collateral agent under the Intercreditor Agreement.

         "COMMITMENT" means, with respect to a Lender, the obligation of such
Lender to make Loans to the Lessor pursuant to the Credit Agreement.

         "COMMITMENT FEE" is defined in SECTION 7.4 of the Lease.

         "CONDEMNATION" means any condemnation, requisition, confiscation,
seizure or other taking or sale of the use, access, occupancy, easement rights
or title to any Leased Asset or any part thereof, wholly or partially
(temporarily or permanently), by or on account of any actual or threatened
eminent domain proceeding or other taking of action by any Person having the
power of eminent domain, including an action by a Governmental Authority to
change the grade of, or widen the streets adjacent to, any Property or alter the
pedestrian or vehicular traffic flow to such Property so as to result in change
in access to such Property, or by or on account of an eviction by paramount
title or any transfer made in lieu of any such proceeding or action. A
"CONDEMNATION" shall be deemed to have occurred on the earliest of the dates
that use, occupancy or title vests in the condemning authority.

         "CONSOLIDATED EBITDA" means for any Person and any period, the sum
(without duplication), determined on a consolidated basis for such Person and
its Subsidiaries, of (a) net income for such period PLUS (b) to the extent
deducted in determining net income for such period, the sum of (i) depreciation
and amortization (including deferred financing costs, organization costs,
goodwill and non-compete

                                      -5-
<Page>

amortization) for such period, (ii) other non-cash expenses for such period,
(iii) Interest Expense for such period, (iv) provision for income taxes for such
period, (v) extraordinary, unusual or non-recurring charges or other items
(including, without limitation, losses arising from any natural disasters) for
such period determined in accordance with GAAP, (vi) non-compete expenses for
such period to the extent not capitalized in accordance with GAAP and (vii)
losses on sales of fixed assets not in the ordinary course of business for such
period after giving effect to any related charges for, reductions of or
provisions for taxes thereon minus (c) to the extent included in the calculation
of net income for such period, the sum of (i) other income (including interest
income) for such period, (ii) extraordinary, unusual or non-recurring gains or
other items for such period determined in accordance with GAAP, and (iii) gains
on sales of fixed assets not in the ordinary course of business for such period
after giving effect to any related charges for, reduction of or provisions for
taxes thereon.

         For the purposes of calculating the ratios set forth in SECTIONS
11(a)(i), 11(a)(ii), 11(a)(iii) and 11(a)(vi) of the Guaranty there may, at the
Guarantor's option (such option to be consistently applied with respect to both
the Guarantor and the Lessee and each transaction), be included in Consolidated
EBITDA for any relevant period, on a PRO FORMA basis (adjusted to give effect to
expenses that will not be ongoing), the net income (and the additions and
subtractions thereto referred to above) for such period of any Person (or
assets) acquired after the commencement of such period in connection with (i)
the Pierce Merger and (ii) any Permitted Acquisition or any acquisition pursuant
to SECTION 9.14(viii)(b) of the Iron Mountain Credit Agreement (as in effect on
the date hereof without regard to any subsequent amendment, modification,
waiver, supplement or termination of such credit agreement) having Acquisition
Consideration, in the case of any such Permitted Acquisition, or an aggregate
amount of consideration paid, in the case of such acquisition pursuant to such
SECTION 9.14(viii)(b) of the Guaranty, of more than $500,000. The net income
(and the related additions and subtractions) of the Person or assets acquired
pursuant to such acquisition for such period shall be calculated by reference to
the most recent available quarterly financial statements of the acquired
business, annualized.

         "CONSTRUCTION" means, with respect to each Construction Property, the
construction and installation of all Improvements on such Property contemplated
by the Plans and Specifications for such Property.

         "CONSTRUCTION AGENCY AGREEMENT" means the Master Construction Agency
Agreement, dated as of May 22, 2001, between the Lessor and the Construction
Agent.

         "CONSTRUCTION AGENCY AGREEMENT EVENT OF DEFAULT" is defined in SECTION
5.1 of the Construction Agency Agreement.

         "CONSTRUCTION AGENCY AGREEMENT SUPPLEMENT" means, with respect to each
Construction Property, a supplement to Construction Agency Agreement
substantially in the form of EXHIBIT A to the Construction Agency Agreement duly
completed as to such Property.

         "CONSTRUCTION AGENT" means Iron Mountain Records Management, Inc., a
Delaware corporation, as construction agent under the Construction Agency
Agreement.

         "CONSTRUCTION DOCUMENTS" is defined in SECTION 2.4 of the Construction
Agency Agreement.

         "CONSTRUCTION DOCUMENTS ASSIGNMENT" means, with respect to each
Construction Property, an assignment agreement substantially in the form of
ANNEX I to the Construction Agency Agreement, pursuant to which the Construction
Agent assigns to the Lessor all of its rights under and interest in the
Construction Documents for such Property.

         "CONSTRUCTION PERIOD" means, with respect to each Construction
Property, the period from the Acquisition Date of such Construction Property to
the Lease Commencement Date applicable thereto.

                                      -6-
<Page>

         "CONSTRUCTION PERIOD GUARANTEED AMOUNT" means, with respect to any
Construction Property, at any time, an amount equal to (i) the sum of (A) 89.9%
of the sum of (x) the Lease Balance for such Property PLUS (y) all
capitalizeable Unreimbursed Property Costs for such Property PLUS (B) 10.1% of
Land Acquisition Cost for such Property MINUS (ii) all Unreimbursed Property
Costs for such Property.

         "CONSTRUCTION PROPERTY" means EPC Construction Property and GC
Construction Property.

         "CONTROL" means (including the correlative meanings of the terms
"controlled by" and "under common control with"), as used with respect to any
Person, the possession directly or indirectly, of the power to direct or cause
the direction of the management policies of such Person, whether through the
ownership of voting securities or by contract or otherwise.

         "CONTROLLED GROUP" means all members of a controlled group of
corporations and all trades or business (whether or not incorporated) under
common control which, together with the Guarantor, are treated as a single
employer under Section 414 of the Code.

         "CREDIT AGREEMENT" means the Credit Agreement, dated as of May 22,
2001, among the Lessor, as borrower, the financial institutions parties thereto,
as lenders, and the Administrative Agent.

         "CURRENCY EXCHANGE AGREEMENT" shall mean a currency exchange agreement
or similar arrangement between the Guarantor and one or more of the lenders
party to the Iron Mountain Credit Agreement.

         "DEBT CREDIT EXPOSURE" means, at any time, the ratio (expressed as a
percentage) of (i) the aggregate outstanding amount of Loans to (ii) the
aggregate outstanding amount of Loans and Equity Contributions.

         "DEBT CONTRIBUTION" means that amount of Fundings made by the Lessor
financed by the borrowing of Loans by the Lessor under the Credit Agreement.

         "DEBT PORTION" means, with respect to any Leased Asset, an amount equal
to the portion of the Lease Balance of such Leased Asset funded by Loans. The
Administrative Agent's determination of such amount shall be conclusive, absent
manifest error.

         "DEED" means each special warranty deed with respect to Land, in
conformity with Applicable Law and appropriate for recording with the applicable
Governmental Authorities, conveying fee simple title to such Land to the Lessor
subject only to Permitted Liens.

         "DEFAULT" means any event or condition which, with the lapse of time or
the giving of notice, or both, would constitute an Event of Default.

         "DOLLARS" and "$" mean dollars in lawful currency of the United States
of America.

         "EFFECTIVE DATE" means, for purposes of the Guaranty, August 14, 2000.

         "ENVIRONMENTAL AUDIT" means, with respect to any Property, a Phase One
environmental site assessment (the scope and performance of which meets or
exceeds ASTM Standard Practice E1527-93 Standard Practice for Environmental Site
Assessments: Phase One Environmental Site Assessment Process) of such Property.

         "ENVIRONMENTAL LAW" means, whenever enacted or promulgated, any
applicable Federal, state, county or local law, statute, ordinance, rule,
regulation, license, permit, authorization, approval, covenant, criteria,
guideline, administrative or court order, judgment, decree, injunction, code or
requirement or any agreement with a Governmental Authority:

                                      -7-
<Page>

                (a) relating to pollution (or the cleanup, removal, remediation
or encapsulation thereof, or any other response thereto), or the regulation or
protection of human health, safety or the environment, including air, water,
vapor, surface water, groundwater, drinking water, land (including surface or
subsurface), plant, aquatic and animal life, or

                (b) concerning exposure to, or the use, containment, storage,
recycling, treatment, generation, discharge, emission, Release or threatened
Release, transportation, processing, handling, labeling, containment,
production, disposal or remediation of any Hazardous Substance, Hazardous
Condition or Hazardous Activity,

in each case as amended and as now or hereafter in effect, and any common law or
equitable doctrine (including injunctive relief and tort doctrines such as
negligence, nuisance, trespass and strict liability) that may impose liability
or obligations for injuries (whether personal or property) or damages due to or
threatened as a result of the presence of, exposure to, or ingestion of, any
Hazardous Substance, whether such common law or equitable doctrine is now or
hereafter recognized or developed. Applicable laws include, but are not limited
to, CERCLA; the Resource Conservation and Recovery Act of 1976, 42 U.S.C.Section
6901 ET SEQ.; the Federal Water Pollution Control Act, 33 U.S.C.Section 1251 ET
SEQ.; the Clean Air Act, 42 U.S.C.Sections 7401 ET SEQ.; the National
Environmental Policy Act, 42 U.S.C.Section 4321; the Refuse Act, 33 U.S.C.
Sections 401 ET SEQ.; the Hazardous Materials Transportation Act of 1975, 49
U.S.C. Sections 1801-1812; the Toxic Substances Control Act, 15 U.S.C.Sections
2601 ET SEQ.; the Federal Insecticide, Fungicide, and Rodenticide Act, 7
U.S.C.Sections 136 ET SEQ.; the Safe Drinking Water Act, 42 U.S.C.Sections
300f ET SEQ., each as amended and as now or hereafter in effect, and their state
and local counterparts or equivalents, including any regulations promulgated
thereunder.

         "ENVIRONMENTAL VIOLATION" means any activity, occurrence or condition
that violates or results in non-compliance with any Environmental Law in any
material respect.

         "EPC CONSTRUCTION CONTRACT" means, with respect to each EPC
Construction Property, the prime construction contract between the Construction
Agent and the EPC Contractor for such Property, as such contract may be amended
from time to time in accordance with the Construction Agency Agreement.

         "EPC CONSTRUCTION PROPERTY" means a Property on which Improvements are
to be constructed pursuant to the Construction Agency Agreement by an EPC
Contractor acting as a general contractor.

         "EPC CONTRACTOR" means, with respect to each EPC Construction Property,
the contractor designated as such in each EPC Construction Contract for such
Property or such other Person (other than the Construction Agent) who shall,
with the prior consent of the Lessor, have been designated by the Lessee to act
as the general contractor for purposes of the Construction of the Improvements
to such Property.

         "EQUIPMENT" means equipment, apparatus, furnishings, fittings and
personal property of every kind and nature whatsoever purchased, leased or
otherwise acquired by the Lessee using the proceeds of Fundings and now or
subsequently attached to, contained in or used or usable in any way in
connection with any operation or letting of a Property, including but without
limiting the generality of the foregoing, all screens, awnings, shades, blinds,
curtains, draperies, carpets, rugs, storm doors and windows, heating,
electrical, and mechanical equipment, lighting, switchboards, plumbing,
ventilation, air conditioning and air-cooling apparatus, refrigerating, and
incinerating equipment, escalators, elevators, cleaning systems (including
window cleaning apparatus), sprinkler systems and other fire prevention and
extinguishing apparatus and materials, security systems, motors, engines,
machinery, pipes, pumps, tanks, conduits, fittings and fixtures of every kind
and description.

         "EQUITY COMMITMENT" is defined in SECTION 1.1 of the Trust Agreement.

         "EQUITY CONTRIBUTION" is defined in SECTION 1.1 the Trust Agreement.

                                      -8-
<Page>

         "EQUITY CREDIT EXPOSURE" means, at any time, the ratio (expressed as a
percentage) of (i) the aggregate outstanding amount of Equity Contributions to
(ii) the aggregate outstanding amount of Loans and Equity Contributions.

         "EQUITY MARGIN" is set forth and determined in accordance with APPENDIX
2 to the Lease.

         "EQUITY PARTICIPANT" means each holder from time to time of a Trust
Certificate pursuant to the Trust Agreement.

         "EQUITY PORTION" means, with respect to any Leased Asset, an amount
equal to the portion of the Lease Balance of such Leased Asset funded by Equity
Contributions. The Administrative Agent's determination of such amount shall be
conclusive, absent manifest error.

         "EQUITY RATE" means, (i) with respect to each Interest Period
commencing on a date other than a Monthly Date, the Alternate Base Rate plus the
Equity Margin, and (ii) with respect to each Interest Period commencing on a
Monthly Date, the Eurodollar Rate for such Interest Period plus the Equity
Margin and, to the extent that the Eurodollar Rate is unavailable for any reason
during such Interest Period, the Alternate Base Rate plus the Equity Margin.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, or any successor Federal statute.

         "ERISA GROUP" means the Guarantor and all members of a controlled group
of corporations and all trades or businesses (whether or not incorporated) under
common control which, together with the Guarantor, are treated as a single
employer under Section 414 of the Code.

         "ESTIMATED IMPROVEMENT COSTS" means, with respect to any Construction
Property as of any date, an amount equal to the aggregate amount which the
Construction Agent in good faith expects as of such date to be expended in order
to achieve Substantial Completion with respect to the Improvements to be
constructed on such Property (including (i) Capitalized Interest and Capitalized
Commitment Fees and (ii) Transaction Expenses, in each case allocated with
respect to such Property during its Construction Period).

         "EUROCURRENCY RESERVE REQUIREMENTS" means, for any day, the aggregate
(without duplication) of the rates (expressed as a decimal fraction) of reserve
requirements in effect on such day (including, without limitation, basic,
supplemental, marginal and emergency reserves under any regulations of the Board
or other Governmental Authority having jurisdiction with respect thereto)
dealing with reserve requirements prescribed for eurocurrency funding (currently
referred to as "Eurocurrency Liabilities" in Regulation D of the Board)
maintained by a member bank of the Federal Reserve System.

         "EURODOLLAR RATE" means, with respect to each Interest Period, the rate
for deposits in Dollars for a period equal to such Interest Period which appears
on the Telerate Page 3750 as of 11:00 a.m., London time, on the day that is two
(2) Business Days preceding the first day of such Interest Period. If such rate
does not appear on the Telerate Page 3750, the rate for that Interest Period
will be determined by the Administrative Agent on the basis of the rates at
which deposits in Dollars are offered by the Reference Banks at approximately
11:00 a.m., London time, on the day that is two (2) Business Days preceding the
first day of such Interest Period to prime banks in the London interbank market
for a period equal to such Interest Period. The Administrative Agent will
request the principal London office of each of the Reference Banks to provide a
quotation of its rate. If at least two (2) such quotations are provided, the
rate for that Interest Period will be the arithmetic mean of the quotations. If
fewer than two (2) quotations are provided as requested, the rate for that
Interest Period will be the arithmetic mean of the rates quoted by major banks
in New York City, selected by the Administrative Agent, at approximately 11:00
a.m., New York City time, on the first day of that Interest Period for loans in
Dollars to leading European banks for a period equal to such Interest Period
commencing on the first day of that Interest Period. For

                                      -9-
<Page>

the purposes hereof, "REFERENCE BANKS" means four (4) major banks in the London
interbank market selected by the Administration Agent.

         "EURODOLLAR TRANCHE" means a portion of a Lease Balance funded by a
Debt Contribution made with reference to the Eurodollar Rate.

         "EVENT OF DEFAULT" is defined in SECTION 20.1 of the Lease.

         "EXCESS PROCEEDS" means, with respect to any Leased Asset, the excess,
if any, of the aggregate of all awards, compensation or insurance proceeds
payable in connection with a Casualty or Condemnation over the sum of the Lease
Balance paid by the Lessee pursuant to ARTICLES XVIII and XIX of the Lease with
respect to such Casualty or Condemnation and all proceeds received by the Lessor
in connection with any sale of such Leased Asset pursuant to the Lessor's
exercise of remedies under SECTION 20.2 of the Lease or the Lessee's exercise of
the Remarketing Option under ARTICLE XXIV of the Lease.

         "EXCHANGE DATE" is defined in SECTION 26.2 of the Lease.

         "EXCLUDED SUBSIDIARY" means any Subsidiary of the Guarantor principally
engaged in the records and information management business or related activities
organized outside of the United States of America.

         "EXPIRATION DATE" means November 22, 2007; PROVIDED that if a Leased
Asset is purchased pursuant to SECTION 22.1 or 22.2 of the Lease or the Lease
Balance therefor is paid pursuant to SECTION 20.2 of the Lease, then the
Expiration Date for such Leased Asset shall be the date of such purchase or
payment, as the case may be.

         "EXTENSION OPTION" means the Construction Agent's or the Lessee's
extension of the Outside Completion Date with respect to any Leased Asset due to
a delay caused by a Force Majeure Event with respect to such Leased Asset (which
extension may be exercised one or more times); PROVIDED that Construction Agent
or the Lessee shall have delivered a written notice to the Lessor at least ten
(10) days prior to the existing Outside Completion Date with respect to such
Leased Asset, which notice shall:

                      (i) certify that (A)(1) a delay caused by a Force Majeure
         Event with respect to such Leased Asset has occurred and describe the
         nature thereof and (2) such delay caused by a Force Majeure Event with
         respect to such Leased Asset will prevent Substantial Completion with
         respect to such Leased Asset from occurring on or prior to the existing
         Outside Completion Date with respect to such Leased Asset, and (B) no
         Construction Agency Agreement Event of Default (other than a
         Construction Agency Agreement Event of Default which has occurred
         solely as a result of the failure of Substantial Completion to have
         occurred with respect to such Leased Asset on or prior to such date due
         to the delay caused by a Force Majeure Event with respect to such
         Leased Asset) has occurred and is continuing, which certifications
         shall be true; and

                      (ii) designate the date to which the existing Outside
         Completion Date with respect to such Leased Asset is to be extended,
         which extension shall be no longer than the time period reasonably
         necessary to remedy the event giving rise to the delay caused by a
         Force Majeure Event with respect to such Leased Asset.

In the event that such notice shall comply with the conditions and requirements
set forth in clauses (i) and (ii) above, and subject to the further requirements
that no Construction Agency Agreement Event of Default (other than a
Construction Agency Agreement Event of Default which has occurred solely as a
result of the failure of Substantial Completion to have occurred with respect to
such Leased Asset on or prior to such date due to the delay caused by a Force
Majeure Event with respect to such Leased Asset) shall have occurred and be
continuing on the existing Outside Completion Date with respect to such

                                      -10-
<Page>

Leased Asset, the Outside Completion Date with respect to such Leased Asset
shall, on the existing Outside Completion Date with respect to such Leased
Asset, be extended to the date set forth in Construction Agent's or Lessee's
notice.

         "FACILITY" means any facility, or part of a facility (including,
without limitation, related office buildings, parking lots or other related real
property), now or hereafter owned by the Guarantor or any of its Subsidiaries,
in each case including, without limitation, the land on which such facility is
located, all buildings and other improvements thereon, including leasehold
improvements, all fixtures, furniture, equipment, inventory and other tangible
personal property located in or used in connection with such facility and all
accounts receivable and other intangible personal property (other than motor
vehicles) related to the ownership, lease or operation of such facility, all
whether now existing or hereafter acquired.

         "FAIR MARKET SALES VALUE" means, with respect to any Leased Asset or
any portion thereof, the amounts, which in any event shall not be less than
zero, that would be paid in cash in an arm's-length transaction between an
informed and willing purchaser and an informed and willing seller, neither of
whom is under any compulsion to purchase or sell, respectively, for the
ownership of such Leased Asset or portion. The Fair Market Sales Value of the
Leased Assets shall be determined based on the assumption that, except for
purposes of ARTICLE XX of the Lease, the Leased Assets are in the condition and
state of repair required under SECTION 13.1 of the Lease and the Lessee is in
compliance with the other requirements of the Operative Documents.

         "FEDERAL FUNDS EFFECTIVE RATE" means, for any day, an interest rate per
annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers, as published for such day (or, if such day is not a Business Day,
for the next preceding Business Day) by the Federal Reserve Bank of New York,
or, if such rate is not so published for any day which is a Business Day, the
average of quotations for such day on such transaction received by the
Administrative Agent from three (3) Federal funds brokers of recognized standing
selected by it.

         "FEE LETTER" means the Administrative Agent Fee Letter and the Trustee
Fee Letter.

         "FIXED CHARGES" means for any period the sum of (i) Scheduled
Amortization for such period plus (ii) Interest Expense for such period plus
(iii) 50% of the total Capital Expenditures (total Capital Expenditures being
calculated for this purpose to exclude replacement Capital Expenditures made
with the proceeds of insurance) for such period plus (iv) the aggregate amount
of non-compete expenses for such period to the extent not capitalized in
accordance with GAAP.

         "FIXTURES" means all fixtures relating to any Improvements, including
all components thereof, located in or on such Improvements, together with all
replacements, modifications, alterations and additions thereto.

         "FORCE MAJEURE EVENT" means any event (the existence of which was not
known and could not have been discovered through the exercise of due diligence
by the Construction Agent prior to the relevant Acquisition Date) beyond the
control of the Construction Agent, including, but not limited to, strikes,
lockouts, adverse soil conditions, acts of God, adverse weather conditions,
inability to obtain labor or materials, government activities, civil commotion
and enemy action; but excluding any event, cause or condition that results from
the Construction Agent's financial condition or failure to pay or any event,
cause or condition which could have been avoided or which could be remedied
through the exercise of commercially reasonable efforts or the commercially
reasonable expenditure of funds.

         "FOREIGN SUBSIDIARY BORROWER" has the meaning assigned to such term in
the Iron Mountain Credit Agreement, as in effect on the date hereof without
regard to any subsequent amendment, modification, waiver, supplement or
termination of such credit agreement.

                                      -11-
<Page>

         "FUNDED INDEBTEDNESS" means, without duplication, (a) Indebtedness
(other than in respect of Synthetic Lease Obligations) that matures or otherwise
becomes due more than one year after the incurrence thereof or is extendible,
renewable or refundable, at the option of the obligor, to a date more than one
year after the incurrence thereof (including the current portion thereof), (b)
Indebtedness outstanding under the Iron Mountain Credit Agreement and (c)
Synthetic Lease Obligations and any Guarantees by the Guarantor thereof.

         "FUNDING" means an advance of funds made or deemed made by the Lessor
pursuant to ARTICLE III of the Lease.

         "FUNDING DATE" is defined in SECTION 3.2(a) of the Lease.

         "FUNDING REQUEST" means: (i) in the case of a proposed funding to be
made on the Acquisition Date with respect to a Property, an Acquisition Funding
Request, (ii) in the case of a proposed funding to be made after the Acquisition
Date with respect to a Property but prior to Substantial Completion with respect
to such Property, an Interim Funding Request, and (iii) in the case of a
proposed funding to be made in connection with Substantial Completion with
respect to a Property, a Substantial Completion Funding Request.

         "GAAP" means United States generally accepted accounting principles
(including principles of consolidation), in effect from time to time.

         "GC CONSTRUCTION CONTRACT" means, with respect to each GC Construction
Property, each contract between the Construction Agent, as general contractor
for such GC Construction Property, and one or more subcontractors for such
Property, as such contract may be amended from time to time in accordance with
the Construction Agency Agreement.

         "GC CONSTRUCTION PROPERTY" means a Property on which Improvements are
to be constructed pursuant to the Construction Agency Agreement by the
Construction Agent acting as general contractor.

         "GOVERNMENTAL ACTION" means all permits, authorizations, registrations,
consents, approvals, waivers, exceptions, variances, orders, judgments, written
interpretations, decrees, licenses, exemptions, publications, filings, notices
to and declarations of or with, or required by, any Governmental Authority, or
required by any Applicable Law, and shall include, without limitation, all
environmental and operating permits and licenses that are required for the full
use, occupancy, zoning and operation of any Property.

         "GOVERNMENTAL AUTHORITY" means any nation or government, any state or
other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

         "GROSS PROCEEDS" means, with respect to any Leased Asset, (i) all
amounts paid in connection with any Casualty or Condemnation or any sale of such
Leased Asset pursuant to Lessor's exercise of remedies under SECTION 20.2 of the
Lease or the Lessee's exercise of the Remarketing Option under ARTICLE XXIV of
the Lease less (ii) the expense of claiming and collecting such amounts,
including all costs and expenses in connection therewith for which the Lessor is
entitled to be reimbursed pursuant to the Lease.

         "GROUND LEASE" means each mortgageable ground lease, in form and
substance satisfactory to the Lessor and the Administrative Agent, pursuant to
which the Lessor acquires a leasehold interest in any Land.

         "GUARANTEE" by any Person means any obligation, contingent or
otherwise, of such Person directly or indirectly guaranteeing any Indebtedness
of any other Person and, without limiting the generality of the foregoing, any
obligation, direct or indirect, contingent or otherwise, of such Person (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness

                                      -12-
<Page>

(whether arising by virtue of partnership arrangements, by agreement to
keep-well, to purchase assets, goods, securities or services, to take-or-pay, or
to maintain financial statement conditions or otherwise, other than agreements
to purchase goods at an arm's length price in the ordinary course of business)
or (ii) entered into for the purpose of assuring in any other manner the holder
of such Indebtedness of the payment thereof or to protect such holder against
loss in respect thereof (in whole or in part), PROVIDED that the term Guarantee
shall not include endorsements for collection or deposit in the ordinary course
of business.

         "GUARANTEED OBLIGATIONS" has the meaning assigned to such term in
SECTION 1 of the Guaranty.

         "GUARANTEED RESIDUAL VALUE" means the guaranteed portion of the Lease
Balance determined by the Administrative Agent (with the consent of the Lessee's
accountants) in accordance with the "90%" test set forth in FASB No. 13 which,
with respect to each Leased Asset, is set forth in, or determined pursuant to,
the Lease Supplement therefor.

         "GUARANTOR" means Iron Mountain Incorporated, a Pennsylvania
corporation.

         "GUARANTOR PLEDGE AGREEMENT" means the pledge agreement, dated as of
February 1, 2000, between the Guarantor and the IM Administrative Agent, as in
effect on the date hereof without regard to any subsequent amendment,
modification, waiver, supplement or termination of such pledge agreement.

         "GUARANTY" means the Unconditional Guaranty, dated as of May 22, 2001,
from the Guarantor to the Lessor.

         "HAZARDOUS ACTIVITY" means any activity, process, procedure or
undertaking that directly or indirectly (i) produces, generates or creates any
Hazardous Substance; (ii) causes or results in (or threatens to cause or result
in) the Release of any Hazardous Substance into the environment (including air,
water vapor, surface water, groundwater, drinking water, land (including surface
or subsurface), plant, aquatic and animal life); (iii) involves the containment
or storage of any Hazardous Substance; or (iv) would be regulated as hazardous
waste treatment, storage or disposal within the meaning of any Environmental
Law.

         "HAZARDOUS CONDITION" means any condition that materially violates or
threatens to materially violate, or that results in or threatens material
noncompliance with, any Environmental Law.

         "HAZARDOUS SUBSTANCE" means any of the following: (i) any petroleum or
petroleum product, explosives, radioactive materials, asbestos,
ureaformaldehyde, polychlorinated biphenyls, lead and radon gas; (ii) any
substance, material, product, derivative, compound or mixture, mineral,
chemical, waste, gas, medical waste, or pollutant, in each case whether
naturally occurring, man-made or the by-product of any process, that is toxic,
harmful or hazardous to the environment or human health or safety, as defined
under any Environmental Law; or (iii) any substance, material, product,
derivative, compound or mixture, mineral, chemical, waste, gas, medical waste or
pollutant that would support the assertion of any claim under any Environmental
Law, whether or not defined as hazardous as such under any Environmental Law.

         "HEDGING AGREEMENT" shall mean any Interest Rate Agreement, Currency
Exchange Agreement or security agreement between the Guarantor and one or more
of the lenders party to the Iron Mountain Credit Agreement or between the
Guarantor and one or more financial institutions other than such a lender as
approved by the agent for the lenders under the Iron Mountain Credit Agreement.

         "IM ADMINISTRATIVE AGENT" means "Administrative Agent" as such term is
defined in the Iron Mountain Credit Agreement.

         "IM LENDERS" means "Lenders" as such term is defined in the Iron
Mountain Credit Agreement.

                                      -13-
<Page>

         "IM LOANS" means "Loans" as such term is defined in the Iron Mountain
Credit Agreement.

         "IMPOSITIONS" means any and all Claims for Taxes which at any time may
be levied, assessed or imposed upon or with respect to (a) any Indemnitee by
reason of a Leased Asset or the transactions contemplated by the Operative
Documents, any Leased Asset or any part thereof or interest therein, or the
Lessee or any sublessee or user of any Leased Asset by reason of such sublease
or use; (b) the financing, refinancing, demolition, construction, substitution,
subleasing, assignment, control, condition, occupancy, servicing, maintenance,
repair, ownership, possession, purchase, rental, lease, activity conducted on,
delivery, insuring, use, operation, improvement, transfer, return or other
disposition of such Leased Asset or any part thereof or interest therein; (c)
indebtedness with respect to any Leased Asset or any part thereof or interest
therein or transfer thereof; (d) the rentals, receipts or earnings arising from
any Leased Asset or any part thereof or interest therein; (e) the Operative
Documents or any payment made or accrued pursuant thereto; (f) the income or
other proceeds received with respect to any Leased Asset or any part thereof or
interest therein upon the sale or disposition thereof; (g) any contract relating
to the construction, acquisition or delivery of the Improvements or any part
thereof or interest therein; or (h) otherwise in connection with the
transactions contemplated by the Operative Documents.

         Notwithstanding anything in the first paragraph of this definition
(except as provided in the final paragraph of this definition) the term
"IMPOSITION" shall not mean or include claims for:

                      (i) Taxes (other than Taxes that are, or are in the nature
         of, sales, use, rental, transfer or property taxes) that are imposed
         under (A) the Code and that are based upon or measured by net income,
         net worth or capital franchise and (B) by any state or local
         jurisdiction or taxing authority and that are based upon or measured by
         net income, net worth or capital franchise, except that this clause (B)
         shall not apply to (and thus shall not exclude) any such Tax imposed on
         any Indemnitee by a state (or any local taxing authority thereof or
         therein) where a Leased Asset is located, possessed or used under the
         Lease unless such Indemnitee was subject to such Tax in such
         jurisdiction without regard to the transaction contemplated by the
         Operative Documents;

         (ii) any Tax to the extent, but only to such extent, it relates to any
act, event or omission that occurs, or relates to a period, after the
termination of the Lease and the return of the Leased Assets (but not any Tax or
imposition that relates to any period prior to the termination of the Lease with
respect to the Leased Asset to which such Imposition relates);

         (iii) any Tax for so long as, but only for so long as, it is being
contested in accordance with the provisions of SECTION 16.1 or 27.4 of the
Lease, PROVIDED that the foregoing shall not limit the Lessee's obligation to
advance to the relevant Indemnitee any expenses incurred by such Indemnitee in
connection with such contest;

         (iv) any Taxes imposed against or payable by an Indemnitee resulting
from, or that would not have been imposed but for, the gross negligence or
willful misconduct of such Indemnitee;

         (v) Taxes imposed on or payable by an Indemnitee to the extent such
Taxes would not have been imposed but for a breach by such Indemnitee or any
Affiliate thereof of any representations, warranties or covenants set forth in
the Operative Documents (unless such breach is caused by the Lessee's breach of
its representations, warranties or covenants set forth in the Operative
Documents);

         (vi) Taxes which are included in Property Acquisition Cost, Land
Acquisition Cost or Property Improvements Cost;

                                      -14-
<Page>

         (vii) Taxes that would have been imposed in the absence of the
transactions contemplated by the Operative Documents and Taxes imposed on or
with respect to or payable as a result of activities of an Indemnitee or
Affiliate thereof unrelated to the transactions contemplated by the Operative
Documents;

         (viii) any Taxes imposed upon an Indemnitee with respect to any sale,
assignment, transfer or other disposition of any interest in an Indemnitee or
any Affiliate thereof;

         (ix) Taxes to the extent resulting from such Indemnitee's failure to
comply with the provisions of SECTION 27.4 of the Lease, which failure precludes
or materially adversely affects the Lessee's ability to conduct a contest
pursuant to SECTION 27.4 of the Lease (unless such failure is caused by the
Lessee's breach of its obligations);

         (x) Taxes imposed on or with respect to or payable by an Indemnitee
resulting from, or that would not have been imposed but for the existence of,
any Lessor Lien created by or through such Indemnitee or an Affiliate thereof
and not caused by acts or omissions of the Lessee, unless required to be removed
by the Lessee; and

         (xi) Any Tax imposed against or payable by an Indemnitee to the extent
that the amount of such Tax exceeds the amount of such Tax that would have been
imposed against or payable by such Indemnitee (or, if less, that would have been
subject to indemnification under SECTION 27.3 of the Lease) if such Indemnitee
were not a direct or indirect successor, transferee or assign of one of the
original Indemnitees; PROVIDED, HOWEVER, that this EXCLUSION (xi) shall not
apply if such direct or indirect successor, transferee or assign acquired its
interest with the consent of the Lessee or as a result of a transfer while an
Event of Default shall have occurred and is continuing.

         Notwithstanding the foregoing, the exclusion from the definition of
Impositions set forth in CLAUSE (i) above shall not apply to any Taxes or any
increase in Taxes (in either case, measured net of any Tax savings or reductions
which an Indemnitee is able, through the use of reasonable mitigation efforts,
actually to realize) imposed on an Indemnitee, to the extent that such Taxes
would not have been imposed or such Tax increase would not have occurred if the
Lessee were the owner of the Leased Assets and the Lessor or the Lenders and the
Equity Participants had financed the Leased Assets by making loans directly to
the Lessee.

         "IMPROVEMENTS" means, with respect to each Property, all buildings,
structures, Fixtures, Equipment, and other improvements of every kind existing
at any time and from time to time (including those constructed pursuant to the
Construction Agency Agreement and those purchased with amounts advanced by the
Lessor pursuant to the Lease) on or under the Land comprising a part of such
Property, together with any and all appurtenances to such buildings, structures
or improvements, including sidewalks, utility pipes, conduits and lines, parking
areas and roadways, and including all Modifications and other additions thereto
or changes therein at any time.

         "IMPUTED CARRYING COST" means, with respect to any Leased Asset, the
cost to the Lessor of maintaining its investment in such Leased Asset after the
Expiration Date determined by multiplying (i) the average daily Lease Balance of
such Leased Asset outstanding (after giving effect to the receipt of the
Guaranteed Residual Value therefor), (ii) the number of days from the Expiration
Date to the date of sale of such Leased Asset, (iii) the Overdue Rate and (iv)
1/360.

         "INDEBTEDNESS" means, as to any Person (determined without
duplication):

                (i) indebtedness of such Person for borrowed money
         (whether by loan or the issuance and sale of debt securities) or for
         the deferred purchase or acquisition price of property

                                      -15-
<Page>

         or services (including amounts payable under agreements not to compete
         and other similar arrangements), other than accounts payable (other
         than for borrowed money) incurred in the ordinary course of business
         and accrued expenses incurred in the ordinary course of business;

                (ii) obligations of such Person in respect of letters of
         credit or similar instruments issued or accepted by banks and other
         financial institutions for the account of such Person;

                iii) Capital Lease Obligations and Synthetic Lease
         Obligations of such Person;

                (iv) obligations of such Person to redeem or otherwise
         retire shares of capital stock of such Person;

                 (v) for purposes of SECTION 20.1(f) of the Lease only,
         indebtedness of such Person under any Hedging Agreement;

                (vi) indebtedness of others of the type described in
         CLAUSES (i) through (v) above secured by a Lien on the property of such
         Person, whether or not the respective obligation so secured has been
         assumed by such Person;

                vii) indebtedness of others of the type described in
         CLAUSE (i) through (v) above Guaranteed by such Person; and

              (viii) Accounts Receivable Financings and Permitted
         Mortgage Financings of such Person.

         Notwithstanding anything to the contrary contained in CLAUSE (i) of the
preceding sentence, indebtedness of any Person in respect of amounts payable
under an agreement not to compete shall be the amount carried on the balance
sheet of such Person in respect of such agreement in accordance with GAAP.

         "INDEMNITEE" means the Lessor, the Trustee, the Administrative Agent,
the Collateral Agent, each Lender, each Equity Participant, and each of their
respective successors, assigns, directors, shareholders, partners, members,
officers, employees and agents; PROVIDED, HOWEVER, that with respect to any
Claim for any Construction Property arising during the Construction Period for
such Property (i) except as provided in clause (ii) below, the term Indemnitee
shall not include the Administrative Agent, the Collateral Agent, the Trustee,
any Lender or any Equity Participant (or their respective successors, assigns,
directors, shareholders, partners, members, officers, employees and agents) for
purposes of SECTIONS 27.1, 27.2 and 27.3 of the Lease but (ii) the term
Indemnitee shall include such Persons for purposes of SECTION 27.2 of the Lease
if such Claim arises from acts or omissions occurring, or circumstances or
conditions created or existing, at any time on or before the Acquisition Date
for such Property.

         "INSURANCE REQUIREMENTS" means all terms and conditions of any
insurance policy either required by the Lease to be maintained by the Lessee or
required by the Construction Agency Agreement to be maintained by the
Construction Agent, and all requirements of the issuer of any such policy.

         "INTERCREDITOR AGREEMENT" means the Security and Intercreditor
Agreement, dated as of May 22, 2001, between the Lessor and the Collateral
Agent.

         "INTEREST EXPENSE" means, for any Person and any period, the sum
(determined without duplication) of the aggregate amount of interest accruing
during such period on Indebtedness of such Person and, for purposes of
determining Consolidated EBITDA only, its Subsidiaries (on a consolidated
basis), including the interest portion of rental or similar payments under
Capital Lease Obligations and Synthetic Leases and any capitalized interest, and
excluding amortization of debt discount and expense and interest paid in kind.

         "INTEREST PERIOD" means:

                                      -16-
<Page>

                   (i) with respect to any Funding made on a date other than
         a Monthly Date, initially, the period commencing on the Funding Date
         with respect to such Funding and ending on the next following Monthly
         Date,

                  (ii) with respect to any Funding made, or that has an
         Interest Period ending, on a Monthly Date that is not also a Scheduled
         Payment Date, initially the period commencing on such Monthly Date and
         ending on the next Scheduled Payment Date, and

                 (iii) with respect to any Funding made, or that has an
         Interest Period ending, on a Scheduled Payment Date, each period
         commencing on such Scheduled Payment Date and ending on the next
         following Scheduled Payment Date.

         "INTEREST RATE AGREEMENT" shall mean (i) an interest rate swap
agreement, interest rate cap agreement or similar arrangement between the
Guarantor and one or more of the lenders party to the Iron Mountain Credit
Agreement or (ii) an interest rate swap agreement, interest rate cap agreement
or similar arrangement between the Guarantor and one or more financial
institutions (other than such a lender) approved by the agent for the lenders
under the Iron Mountain Credit Agreement pursuant to which the Guarantor is not
required in the absence of default to make any payments other than initial fees.

         "INTERIM FUNDING REQUEST" means a funding request substantially in the
form of EXHIBIT A-2 to the Lease.

         "INTERIM LEASE TERM" means, with respect to each Leased Asset, the
period commencing on the Lease Commencement Date for such Leased Asset and
ending on the Base Date; PROVIDED, HOWEVER, that if the Lease Commencement Date
for any Construction Property is on or after the Base Date, then there shall be
no Interim Lease Term for such Property.

         "INVOLUNTARY CHANGE OF CONTROL" means an event described in CLAUSE (a)
or (b) of the definition of Change of Control in the Iron Mountain Credit
Agreement (as in effect on the date hereof without regard to any subsequent
amendment, modification, waiver, supplement or termination of such credit
agreement) and the Guarantor or its Board of Directors shall not have caused,
consented to or failed to exercise rights available to it to prevent, such
event.

         "INVOLUNTARY CHANGE OF CONTROL DATE" means the date on which an
Involuntary Change of Control occurs.

         "IRON MOUNTAIN CREDIT AGREEMENT" means the Fourth Amended and Restated
Credit Agreement dated as of August 14, 2000, among the Guarantor, Iron Mountain
Canada Corporation, the lenders from time to time parties thereto, Fleet
National Bank, Chase Securities Inc., The Chase Manhattan Bank of Canada, as
agent, and The Chase Manhattan Bank, as agent, as amended, amended and restated,
modified, extended, refinanced or supplemented from time to time (except as
otherwise specified in any Operative Document).

         "LAND" means each parcel of real property described on a Lease
Supplement executed and delivered under the Lease and all Appurtenant Rights
attached thereto.

         "LAND ACQUISITION COST" means, with respect to any Construction
Property, the amount of any Funding made for the purpose of acquiring title to,
or a leasehold interest in, the Land comprising a part of such Property and
paying Transaction Expenses relating to such acquisition.

         "LEASE" means the Master Lease and Security Agreement, dated as of May
22, 2001, between the Lessor and the Lessee.

         "LEASE BALANCE" means, with respect to each Leased Asset, as of any
date of determination, the sum of all Fundings for such Leased Asset made or
deemed made under the Lease on or before such date,

                                      -17-
<Page>

LESS the sum of (i) all Quarterly Amortization paid by the Lessee with respect
thereto on or before such date and (ii) all proceeds of any casualty or
condemnation affecting such Leased Asset and all other amounts which have been
applied to reduce the Lease Balance for such Leased Asset pursuant to the Lease
or the Construction Agency Agreement; PROVIDED, HOWEVER, that if the Lessor
elects to complete the Construction of the Improvements on any Construction
Property pursuant to SECTION 5.4(b) of the Construction Agency Agreement, then
the Lease Balance for such Property shall be increased to include all amounts
expended by the Lessor for such purpose (and all capitalizable costs and
expenses related thereto); PROVIDED, FURTHER, that if the Lease Balance as so
increased exceeds the Maximum Lease Balance for such Property, then for the
purpose of determining the Guaranteed Residual Value and the Base Rent payable
for such Property (but not for any other purpose) the Lease Balance of such
Property shall be deemed to be equal to the Maximum Lease Balance for such
Property, and the Quarterly Amortization for such Property shall be calculated
so as to amortize such Lease Balance during the Lease Term applicable thereto to
the lesser of such Maximum Lease Balance or the appraised Fair Market Sales
Value of such Property on the Expiration Date.

         "LEASE COMMENCEMENT DATE" means (i) with respect to any Property other
than a Construction Property, the Acquisition Date of such Property and (ii)
with respect to any Construction Property, the first Monthly Date occurring on
or after the date on which such Property achieves Substantial Completion.

         "LEASE SUPPLEMENT" means, with respect to each Leased Asset, a lease
supplement substantially in the form of EXHIBIT D-1 or D-2 to the Lease duly
completed as to such Leased Asset.

         "LEASE TERM" means the Interim Lease Term and the Base Lease Term.

         "LEASED ASSET" means each Property acquired by the Lessor pursuant to
the Lease.

         "LENDER" has the meaning given to that term in the Credit Agreement.

         "LENDER APPLICABLE MARGIN" is set forth and determined in accordance
with APPENDIX 2 to the Lease.

         "LENDER NOTE" has the meaning given to that term in the Credit
Agreement.

         "LESSEE" means Iron Mountain Records Management, Inc., a Delaware
corporation, as lessee under the Lease.

         "LESSEE'S CONSENT" means the Lessee's Consent to Security Agreement,
dated as of May 22, 2001, among the Lessee, the Collateral Agent and the Lessor.

         "LESSOR" means Iron Mountain Statutory Trust - 2001, a Connecticut
statutory trust.

         "LESSOR INTEREST RATE HEDGE" means an ISDA Master Agreement (including
any schedule thereto and confirmation thereunder), in form and substance
satisfactory to the Administrative Agent, between the Lessor and the Swap
Counterparty pursuant to which the Lessor hedges the interest rate risk relating
to the Loans and its equity contributions.

         "LESSOR LIEN" means any Lien, true lease or sublease or disposition of
title arising as a result of (a) any claim against the Lessor not resulting from
the transactions contemplated by the Operative Documents, (b) any act or
omission of the Lessor which is not required by the Operative Documents or is in
violation of any of the terms of the Operative Documents, (c) any claim against
the Lessor with respect to Taxes or Transaction Expenses against which Lessee is
not required to indemnify Lessor pursuant to the Lease or (d) any claim against
the Lessor arising out of any transfer by the Lessor of all or any portion of
its interest in any Leased Asset or the Operative Documents other than the
transfer of title to or

                                      -18-
<Page>

possession of any Property by the Lessor pursuant to and in accordance with the
Operative Documents or pursuant to the exercise of the remedies set forth in the
Operative Documents.

         "LEVERAGE RATIO" has the meaning assigned to such term in SECTION 11 of
the Guaranty.

         "LIEN" means any mortgage, deed of trust, pledge, security interest,
encumbrance, lien, easement, servitude or charge of any kind, including any
irrevocable license, conditional sale or other title retention agreement, any
lease in the nature thereof, or any other right of or arrangement with any
creditor to have its claim satisfied out of any specified property or asset with
the proceeds therefrom prior to the satisfaction of the claims of the general
creditors of the owner thereof, whether or not filed or recorded, or the filing
of, or agreement to execute as "debtor", any financing or continuation statement
under the Uniform Commercial Code of any jurisdiction or any federal, state or
local lien imposed pursuant to any Environmental Law. For the purposes of the
Guaranty, Guarantor and each of its Subsidiaries shall be deemed to own subject
to a Lien any asset which it has acquired or holds subject to the interest of a
vendor or lessor under any conditional sale agreement, capital lease or other
title retention agreement relating to such asset.

         "LIQUID INVESTMENTS" means:

                      (i) certificates of deposit maturing within ninety (90)
         days of the acquisition thereof denominated in Dollars and issued by
         (X) an IM Lender or (Y) a bank or trust company having combined capital
         and surplus of at least $500,000,000 and which has (or which is a
         Subsidiary of a bank holding company which has) publicly traded debt
         securities rated A or higher by Standard & Poor's Ratings Services or
         A-2 or higher by Moody's Investors Service, Inc.;

                      (ii) repurchase obligations with a term of nor more than
         seven (7) days for underlying securities of the types described in
         CLAUSE (i) above entered into with (x) any IM Lender or (y) any bank or
         trust company meeting the qualifications specified in CLAUSE (i)(Y)
         above;

                      (iii) obligations issued or guaranteed by the United
         States of America, with maturities not more than one (1) year after the
         date of issue;

                      (iv) commercial paper with maturities of not more than
         ninety (90) days and a publishing rating of not less than A-2 and P-2
         (or the equivalent rating); and

                      (v) investments in money market funds substantially all of
         whose assets are comprised of securities and other obligations of the
         types described in CLAUSES (i) through (iv) above.

         "LOAN" has the meaning given to that term in the Credit Agreement.

         "MARKETING PERIOD" means, if the Lessee has given notice of its
exercise of the Remarketing Option, the period commencing on the date six (6)
months prior to the Expiration Date and ending on the Expiration Date.

         "MAXIMUM LEASE BALANCE" means (i) with respect to any Property other
than a Construction Property, the Property Acquisition Cost for such Property
and (ii) with respect to any Construction Property, the amount designated for
such Property in the Lease Supplement applicable thereto, which shall be an
amount (A) not less than the sum of the Land Acquisition Cost for such Property
and the Estimated Improvements Cost for such Property and (B) not more than 110%
of such sum; PROVIDED, HOWEVER, that if the final Lease Balance determined as of
the Lease Commencement Date for any Construction Property is less than the
Maximum Lease Balance for such Property, then the Maximum Lease Balance for such
Property shall be reduced to such final Lease Balance on such Lease Commencement
Date.

                                      -19-
<Page>

         "MODIFICATIONS" is defined in SECTION 14.1(a) of the Lease.

         "MONTHLY DATE" means the fifteenth (15th) day of each calendar month
or, if any such day is not a Business Day, the next following day which is a
Business Day.

         "MORTGAGE" means, with respect to any Property, a mortgage, deed of
trust or memorandum of lease, in form suitable for recording in the jurisdiction
in which such Property is located and reasonably satisfactory to the
Administrative Agent, sufficient to create a first priority lien on such
Property.

         "MULTIEMPLOYER PLAN" means at any time an employee pension benefit plan
within the meaning of Section 4001(a)(3) of ERISA to which any member of the
ERISA Group is then making or accruing an obligation to make contributions or
has within the preceding five (5) plan years made contributions, including for
these purposes any Person which ceased to be a member of the ERISA Group during
such five (5) year period.

         "OPERATIVE DOCUMENTS" means the following:

<Table>

                      <S>  <C>
                      (a)  the Lease;
                      (b)  the Construction Agency Agreement;
                      (c)  the Guaranty;
                      (d)  the Lessee's Consent;
                      (e)  each Lease Supplement;
                      (f)  each Construction Agency Agreement Supplement;
                      (g)  each Deed;
                      (h)  each Ground Lease, if any;
                      (i)  each Mortgage given by the Lessee to the Lessor, and
                           each Mortgage given by the Lessor to the Collateral
                           Agent;
                      (j)  the Credit Agreement;
                      (k)  each Lender Note;
                      (l)  the Intercreditor Agreement;
                      (m)  each Construction Documents Assignment;
                      (n)  the Trust Agreement;
                      (o)  each Fee Letter;
                      (p)  the Lessor Interest Rate Hedge; and
                      (q)  each Funding Request.

</Table>

         "OUTSIDE COMPLETION DATE" with respect to each Construction Property is
defined in the Lease Supplement therefor, unless such Outside Completion Date is
extended with respect to such Construction Property by the delivery of an
Extension Option as a result of a delay caused by a Force Majeure Event with
respect to such Construction Property, in which case the Outside Completion Date
with respect to such Construction Property shall be the date to which the
existing Outside Completion Date with respect to such Construction Property is
extended pursuant to such Extension Option.

         "OVERDUE RATE" means the Alternate Base Rate plus the Lender Applicable
Margin plus 2.00%.

         "PARTICIPANT" means the Lenders and the Equity Participants.

         "PAYMENT DATE" means each Scheduled Payment Date and each Additional
Payment Date.

         "PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.

                                      -20-
<Page>

         "PERMITTED ACQUISITION" has the meaning assigned to such term in the
Iron Mountain Credit Agreement, as in effect on the date hereof without regard
to any subsequent amendment, modification, waiver, supplement or termination of
such credit agreement.

         "PERMITTED CONTEST" is defined in SECTION 16.1(a) of the Lease.

         "PERMITTED INDEBTEDNESS" has the meaning assigned to such term in the
Iron Mountain Credit Agreement, as in effect on the date hereof without regard
to any subsequent amendment, modification, waiver, supplement or termination of
such credit agreement.

         "PERMITTED LIENS" means, with respect to any Leased Asset:

                      (xii) the respective rights and interests of the parties
         to the Operative Documents as provided in the Operative Documents;

         (xiii) the rights of any sublessee or assignee under a sublease or an
assignment expressly permitted by the terms of the Lease;

         (xiv) Liens for Taxes that either are not yet payable or are being
contested in accordance with the provisions of SECTION 16.1 of the Lease;

         (xv) Liens arising by operation of law, and materialmen's, mechanics',
workers', repairmen's, employees', carriers', warehousemen's and other like
Liens relating to the construction of the Improvements or in connection with any
Modifications or arising in the ordinary course of business for amounts that
either are not more than sixty (60) days past due or are being contested in
accordance with the provisions of SECTION 16.1 of the Lease;

         (xvi) Liens of any of the types referred to in CLAUSE (iv) above that
have been bonded for not less than the full amount in dispute (or as to which
other security arrangements satisfactory to the Lessor have been made), which
bonding (or arrangements) shall comply with applicable Requirements of Law, and
has (or have) effectively stayed any execution or enforcement of such Liens;

         (xvii) Liens arising out of judgments or awards with respect to which
appeals or other proceedings for review are being prosecuted in good faith and
for the payment of which adequate reserves have been provided as required by
GAAP or other appropriate provisions have been made, so long as such proceedings
have the effect of staying the execution of such judgments or awards and satisfy
the conditions for the continuation of proceedings to contest set forth in
SECTION 16.1 of the Lease;

         (xviii) easements, rights of way and other encumbrances on title to
real property arising in accordance with the provisions of SECTION 15.2 of the
Lease;

         (xix) Lessor Liens;

         (xx) Liens created by the Lessee with the consent of the Lessor; and

         (xxi) Liens described on each title insurance policy delivered pursuant
to the Lease and agreed to by the Lessor.

         "PERMITTED MORTGAGE" has the meaning assigned to such term in the Iron
Mountain Credit Agreement, as in effect on the date hereof without regard to any
subsequent amendment, modification, waiver, supplement or termination of such
credit agreement.

                                      -21-
<Page>

         "PERMITTED MORTGAGE FINANCING" means any financing (or series of
related financings) by the Guarantor or any of its Subsidiaries after the
Effective Date that is secured by a mortgage on one or more Facilities; PROVIDED
that (a) the proceeds of such financing (except to the extent that Permitted
Mortgage Financings of Facilities acquired after the Effective Date are excluded
by the definition of "Net Cash Proceeds" defined in the Iron Mountain Credit
Agreement as in effect on date hereof without regard to any subsequent
amendment, modification, waiver, supplement or termination of such credit
agreement) are applied to the prepayment of IM Loans as provided in Section
3.02(b) of the Iron Mountain Credit Agreement as in effect on the date hereof
without regard to any subsequent amendment, modification, waiver, supplement or
termination of such credit agreement, (b) such financings are otherwise
permitted by the terms of Section 9.08 of the Iron Mountain Credit Agreement as
in effect on the date hereof without regard to any subsequent amendment,
modification, waiver, supplement or termination of such credit agreement and (c)
in the case of each such mortgage financing by a Subsidiary of the Guarantor,
each such mortgage created thereby is a Permitted Mortgage.

         "PERSON" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization,
governmental authority, limited liability company or any other entity.

         "PIERCE MERGER" means the merger on February 1, 2000 of Iron Mountain
Incorporated with and into the Guarantor, with the Guarantor as the surviving
corporation.

         "PLAN" means at any time an employee pension benefit plan (other than a
Multiemployer Plan) which is covered by Title IV of ERISA or subject to the
minimum funding standards under Section 412 of the Code and either (i) is
maintained, or contributed to, by any member of the ERISA Group for employees of
any member of the ERISA Group or (ii) has at any time within the preceding five
(5) years been maintained, or contributed to, by any Person which was at such
time a member of the ERISA Group for employees of any Person which was at such
time a member of the ERISA Group.

         "PLANS AND SPECIFICATIONS" means, with respect to any Construction
Property, the plans and specifications for the Construction of the Improvements
to such Property, as more particularly described in SCHEDULE 2 to the
Construction Agency Agreement Supplement for such Property, as such plans and
specifications may be amended from time to time in accordance with the
Construction Agency Agreement.

         "PROPERTY" means (i) the Lessor's interest in any Land subject to the
Lease and (ii) all of the Improvements at any time located on or under such
Land.

         "PROPERTY ACQUISITION COST" means, with respect to any Property other
than a Construction Property, the amount of the Funding with respect to such
Property for the purpose of acquiring title to such Property, making Tenant
Improvements with respect to such Property and paying Transaction Expenses
(including estimated future Transaction Expenses) relating to such acquisition.

         "PROPERTY IMPROVEMENT COSTS" means, with respect to any Construction
Property, the aggregate amount of (i) Fundings made to the Construction Agent
for such Property for the purpose of constructing Improvements on such Property
and paying the Transaction Expenses (including estimated future Transaction
Expenses) relating to such funding and construction and (ii) Fundings made or
deemed made for such Property during the Construction Period applicable thereto
for Capitalized Interest, Capitalized Commitment Fees and other capitalizable
amounts as provided in the Construction Agency Agreement.

         "PURCHASE NOTICE" is defined in SECTION 22.1 of the Lease.

         "PURCHASE OPTION" is defined in SECTION 22.1 of the Lease.

         "PURCHASE OPTION PRICE" is defined in SECTION 22.1 of the Lease.

                                      -22-
<Page>

         "QUARTERLY AMORTIZATION" means, with respect to any quarterly period
during the Lease Term of any Leased Asset, the amount of amortization specified
for such quarter in the Lease Supplement for such Leased Asset.

         "RELEASE" means any release, pumping, pouring, emptying, injecting,
escaping, leaching, dumping, seepage, spill, leak, flow, discharge, disposal or
emission of a Hazardous Substance.

         "REMARKETING OPTION" is defined in SECTION 24.1 of the Lease.

         "REMOVED PROPERTY" is defined in SECTION 26.1 of the Lease.

         "RENT" means, collectively, the Base Rent and the Supplemental Rent, in
each case payable under the Lease.

         "REQUESTING PARTY" is defined in SECTION 28.1 of the Lease.

         "REQUIRED MODIFICATION" is defined in SECTION 14.1 of the Lease.

         "REQUIRED PARTICIPANTS" means (i) until the Secured Obligations have
been paid in full, Participants with an aggregate Voting Percentage in excess of
50% and (ii) after the Secured Obligations have been paid in full, the Majority
Equity Participants.

         "REQUIREMENTS OF LAW" means all Federal, state, county, municipal and
other governmental statutes, laws (including Environmental Laws), rules, orders,
regulations, ordinances, judgments, decrees and injunctions affecting any Leased
Asset or the demolition, construction, use or alteration thereof, whether now or
hereafter enacted and in force, including any that require repairs,
modifications or alterations in or to such Leased Asset or in any way limit the
use and enjoyment thereof (including all building, zoning and fire codes and the
Americans with Disabilities Act of 1990, 42 U.S.C. Section 1201 ET SEQ. and any
other similar Federal, state or local laws or ordinances and the regulations
promulgated thereunder), and all permits, certificates of occupancy, licenses,
authorizations and regulations relating thereto, and all covenants, agreements,
restrictions and encumbrances contained in any instruments which are either of
record or known to the Lessee affecting any Property and any easements, licenses
or other agreements arising in accordance with the provisions of SECTION 15.2 of
the Lease.

         "RESPONSIBLE EMPLOYEE" means, with respect to any Person, the Chairman,
the President, any Vice President, the Controller or the Treasurer of such
Person.

         "SCHEDULED AMORTIZATION" means, for any period, the sum (calculated
without duplication) of all payments of principal of Indebtedness of Guarantor
(other than Indebtedness under the Iron Mountain Credit Agreement) scheduled to
be made during such period.

         "SCHEDULED PAYMENT DATE" means the Monthly Date occurring in each
August, November, February and May.

         "SECURED OBLIGATIONS" is defined in SECTION 3 of the Intercreditor
Agreement.

         "SECURITIES ACT" means the Securities Act of 1933, as amended, together
with the rules and regulations promulgated thereunder.

         "SECURITY DOCUMENTS" means the collective reference to each Mortgage
and all other security documents now or hereafter delivered to the Lessor
granting a Lien on any asset or assets of any Person to secure the obligations
and liabilities of the Lessee under the Lease and the other Operative Documents.

         "SIGNIFICANT CASUALTY" means (a) a Casualty that results in an
insurance settlement with respect to any Leased Asset on the basis of a total
loss or constructive total loss or (b) a Casualty that in the reasonable
judgment of the Lessor either (i) renders any Leased Asset permanently
unsuitable for use as

                                      -23-
<Page>

property of the type contemplated by the Lease or (ii) is
such that (A) in the case of any Leased Asset for which the Lease Term has
commenced, repair of such Leased Asset to substantially its condition as existed
immediately prior to such Casualty would be impracticable or impossible to
effect on or before the Expiration Date or (B) in the case of any Leased Asset
during the Construction Period applicable thereto, completion of Construction of
such Leased Asset for an amount not exceeding the relevant Maximum Lease Balance
would be impracticable or impossible to effect on or before the relevant Outside
Completion Date.

         "SIGNIFICANT CONDEMNATION" means (a) a Condemnation that involves a
taking of all or substantially all of Lessor's interest in such Leased Asset, or
(b) a Condemnation that in the reasonable judgment of the Lessor either (i)
renders any Leased Asset unsuitable for use as property of the type contemplated
by the Lease or (ii) is such that (A) in the case of any Leased Asset for which
the Lease Term has commenced, restoration of such Leased Asset (other than Land)
to substantially its condition as existed immediately prior to such Condemnation
would be impracticable or impossible to effect on or before the Expiration Date
or (B) in the case of any Leased Asset during the Construction Period applicable
thereto, completion of Construction of such Leased Asset for an amount not
exceeding the relevant Maximum Lease Balance would be impracticable or
impossible to effect on or before the relevant Outside Completion Date.

         "SOLVENT" means, with respect to any Person on any date of
determination, that on such date (a) the fair value of the property of such
Person is greater than the total amount of liabilities, including, without
limitation, contingent liabilities, of such Person, (b) the present fair
saleable value of the assets of such Person is not less than the amount that
will be required to pay the probable liability of such Person on its debts as
they become absolute and matured, (c) such Person does not intend to, and does
not believe that it will, incur debts or liabilities beyond such Person's
ability to pay as such debts and liabilities mature and (d) such Person is not
engaged in business or in a transaction, and is not about to engage in business
or in a transaction, for which such Person's property would constitute
unreasonably small capital.

         "STOCK CONSIDERATION" means, with respect to any Acquisition, the
aggregate amount of consideration paid by Guarantor and its Subsidiaries in
connection therewith consisting of Guarantor's common stock or with proceeds of
the issuance of Guarantor's common stock within twelve months prior to the date
of such Acquisition. For purposes hereof, the amount of Stock Consideration paid
by Guarantor in respect of any Acquisition where the Stock Consideration
consists of Guarantor's common stock shall be deemed to be equal to the fair
market value of Guarantor's common stock so paid, determined in good faith by
Guarantor at the time of such Acquisition.

         "SUBSIDIARY" means, with respect to any corporation (the "parent"), a
corporation or partnership of which the parent, at the time in respect of which
such term is used, owns directly, or controls with power to vote, indirectly
through one or more Subsidiaries, shares of greater than fifty percent (50%) of
its voting capital stock.

         "SUBSTANTIAL COMPLETION" means, with respect to any Property, such time
as the conditions set forth in ARTICLE V of the Lease are satisfied for such
Property.

         "SUBSTANTIAL COMPLETION FUNDING REQUEST" means a funding request
substantially in the form of EXHIBIT A-3 to the Lease.

         "SUBSTITUTED PROPERTY" is defined in SECTION 26.1 of the Lease.

         "SUPPLEMENTAL RENT" means all amounts, liabilities and obligations
(other than Base Rent) which Lessee assumes or agrees to pay to Lessor or any
other Person under the Lease or under any of the other Operative Documents.
Supplemental Rent shall include all amounts payable by the Lessor under any
Ground Lease after the Lease Commencement Date for the relevant Leased Asset.

                                      -24-
<Page>

         "SWAP COUNTERPARTY" means The Bank of Nova Scotia, in its capacity as
provider of the Lessor Interest Rate Hedge.

         "SYNTHETIC LEASE" means a lease of property or assets designed to
permit the lessee (i) to claim depreciation on such property or assets under
U.S. tax law and (ii) to treat such lease as an operating lease or not to
reflect the leased property or assets on the lessee's balance sheet under GAAP.

         "SYNTHETIC LEASE OBLIGATIONS" means, with respect to any Synthetic
Lease, at any time, an amount equal to the higher of (x) the aggregate
termination value or purchase price or similar payments in the nature of
principal payable thereunder and (y) the then aggregate outstanding principal
amount of the notes or other instruments issued by, and the amount of the equity
investment, if any, in, the lessor under such Synthetic Lease.

         "TAXES" means all U.S. federal, state, local or foreign taxes, levies,
fees, imposts, duties, charges, assessments or withholdings of any nature
whatsoever including, without limitation, (i) real and personal property taxes,
including personal property taxes on any property covered by the Lease that is
classified by Governmental Authorities as personal property, and real estate or
ad valorem taxes in the nature of property taxes; (ii) sales taxes, use taxes
and other similar taxes (including rent taxes and intangibles taxes); (iii) any
excise taxes; (iv) real estate transfer taxes, conveyance taxes, mortgage taxes,
intangible taxes, stamp taxes and documentary recording taxes and fees; (v)
taxes that are or are in the nature of franchise, income, value added, gross
receipts, privilege and doing business taxes, license and registration fees; and
(vi) assessments on any Leased Asset, including all assessments for public
improvements or benefits, whether or not such improvements are commenced or
completed prior to the Expiration Date, and in each case all interest, additions
to tax and penalties thereon.

         "TENANT IMPROVEMENTS" means, with respect to any Property other than a
Construction Property, Improvements made or to be made to such Property by or on
behalf of the Lessee after the acquisition thereof by the Lessor; PROVIDED that
(i) no more than $1,000,000 of Tenant Improvements may be made with respect to
any Property and (ii) no more than $5,000,000 of Tenant Improvements may be made
with respect to all Properties.

         "THRESHOLD AMOUNT" means, with respect to each Leased Asset, an amount
that is (i) equal to or greater than 10% of the Lease Balance for such Leased
Asset and (ii) greater than $500,000.

         "TITLE COMPANY" means, with respect to each Property, the Person
designated in the Lease Supplement therefor.

         "TOTAL COMMITMENT" means an amount equal to the sum of the Commitments
of the Lenders and the Equity Commitments of the Equity Participants.

         "TRANSACTION EXPENSES" means all costs and expenses incurred in
connection with the preparation, execution and delivery of the Operative
Documents and the transactions contemplated by the Operative Documents
including:

                (a) the reasonable fees, out-of-pocket expenses and
disbursements of counsel for each of the Lessor, the Collateral Agent, the
Administrative Agent, the Equity Participants, the Lessee and the Guarantor
(and, in the case of the Lessee and the Guarantor, the reasonable fees,
out-of-pocket expenses and disbursements of independent public accountants) in
negotiating the terms of the Operative Documents and the other transaction
documents, preparing for the closing under, and rendering opinions in connection
with, such transactions and in rendering other services customary for counsel
representing parties to transactions of the types involved in the transactions
contemplated by the Operative Documents; PROVIDED that such fees, expenses and
disbursements of counsel shall be limited to one law firm acting on behalf of
the Collateral Agent and the Administrative Agent and one law firm acting on
behalf of the Equity Participants;

                                      -25-
<Page>

                (b) the reasonable fees, out-of-pocket expenses and
disbursements of counsel for the Lessor, the Collateral Agent, the
Administrative Agent, the Equity Participants and the Lenders in connection with
(1) any amendment, supplement, waiver or consent with respect to any Operative
Documents (if requested or approved by the Lessee) PROVIDED that such fees,
expenses and disbursements of counsel shall be limited to one law firm acting on
behalf of the Collateral Agent, the Administrative Agent and the Lenders and one
law firm acting on behalf of the Equity Participants; and (2) any enforcement of
any rights or remedies against the Lessee or the Guarantor in respect of the
Operative Documents;

                (c) any other reasonable fees (including arrangement fees
allocated to the Leased Assets), out-of-pocket expenses, disbursements or costs
of the Lessor, the Collateral Agent, the Administrative Agent, the Equity
Participants and the Lenders payable to any such party pursuant to any of the
Operative Documents;

                (d) any Taxes and fees incurred in recording, registering or
filing any Operative Document or any other transaction document, any deed,
declaration, mortgage, security agreement, notice or financing statement with
any public office, registry or governmental agency in connection with the
transactions contemplated by the Operative Documents;

                (e) any title fees, premiums and escrow costs and other expenses
relating to title insurance and the closings contemplated by the Operative
Documents;

                (f) any fees, costs, premiums or expenses incurred in connection
with the purchase of any residual value insurance;

                (g) any expenses relating to an Environmental Audit; and

                (h) any expenses relating to an Appraisal.

         "TRUST AGREEMENT" means the Amended and Restated Declaration of Trust,
dated as of May 22, 2001, entered into by the Trustee and the Equity
Participants, as beneficiaries.

         "TRUST CERTIFICATE" means each certificate issued to an Equity
Participant from time to time pursuant to the Trust Agreement.

         "TRUSTEE" means First Union National Bank, not in its individual
capacity, except as expressly provided in the Operative Documents, but solely as
the trustee under the Trust Agreement.

         "TRUSTEE FEE LETTER" means the letter agreement, dated April 10, 2001,
among the Guarantor, the Lessee and the Trustee.

         "UCC FINANCING STATEMENTS" means UCC financing statements appropriately
completed and executed for filing in the applicable jurisdiction in order to
perfect the Lessor's interest under the Lease to the extent the Lease is a
security agreement.

         "UNCONSOLIDATED EBITDA" means for any period, the sum (without
duplication), determined for the Lessee on an unconsolidated basis, of (a) net
income for such period PLUS (b) to the extent deducted in determining net income
for such period, the sum of (i) depreciation and amortization (including
deferred financing costs, organization costs, goodwill and non-compete
amortization) for such period, (ii) other non-cash expenses for such period,
(iii) Interest Expense for such period, (iv) provision for income taxes for such
period, (v) extraordinary, unusual or non-recurring charges or other items
(including, without limitation, losses arising from any natural disasters) for
such period determined in accordance with GAAP, (vi) non-compete expenses for
such period to the extent not capitalized in accordance with GAAP

                                      -26-
<Page>

and (vii) losses on sales of fixed assets not in the ordinary course of business
for such period after giving effect to any related charges for, reductions of or
provisions for taxes thereon minus (c) to the extent included in the calculation
of net income for such period, the sum of (i) other income (including interest
income) for such period, (ii) extraordinary, unusual or non-recurring gains or
other items for such period determined in accordance with GAAP, and (iii) gains
on sales of fixed assets not in the ordinary course of business for such period
after giving effect to any related charges for, reduction of or provisions for
taxes thereon.

         For the purposes of determining compliance with the covenant set forth
in SECTION 11(a)(vi) of the Guaranty there may, at the Guarantor's option (such
option to be consistently applied with respect to both the Guarantor and the
Lessee and each transaction), be included in Unconsolidated EBITDA for any
relevant period, on a PRO FORMA basis (adjusted to give effect to expenses that
will not be ongoing), the net income (and the additions and subtractions thereto
referred to above) for such period of any Person (or assets) acquired after the
commencement of such period in connection with any Permitted Acquisition or any
acquisition pursuant to SECTION 9.14(viii)(b) of the Iron Mountain Credit
Agreement (as in effect on the date hereof without regard to any subsequent
amendment, modification, waiver, supplement or termination of such credit
agreement) having Acquisition Consideration, in the case of any such Permitted
Acquisition, or an aggregate amount of consideration paid, in the case of such
acquisition pursuant to such SECTION 9.14(viii)(b) of the Guaranty, of more than
$500,000. The net income (and the related additions and subtractions) of the
Person or assets acquired pursuant to such acquisition for such period shall be
calculated by reference to the most recent available quarterly financial
statements of the acquired business, annualized.

         "UNIFORM COMMERCIAL CODE" and "UCC" mean the Uniform Commercial Code as
in effect in any applicable jurisdiction.

         "UNREIMBURSED PROPERTY COSTS" means, for any Construction Property, at
any time, all expenditures made by the Construction Agent for the Construction
of the Improvements for such Property for which the Construction Agent is
entitled to be (but has not yet been) reimbursed by Lessor, as evidenced by a
certificate from the Construction Agent in a form reasonably satisfactory to the
Lessor (i) stating the total amount of such expenditures, the date or dates on
which such expenditures were incurred, the name and address of each party to
whom the expenditures were tendered, and such additional information as shall be
requested by the Lessor and (ii) attaching true copies of unreimbursed invoices,
receipted bills and other similar supporting documentation. The Lessor's good
faith determination of the amount of Unreimbursed Property Costs shall be
conclusive and binding, absent manifest error.

         "VOTING PERCENTAGE" means, with respect to (i) any Lender, an amount
equal to (A) the Debt Credit Exposure multiplied by (B) the ratio of such
Lender's outstanding Loans to the outstanding Loans of all of the Lenders (or,
if no Loans are outstanding, the ratio of such Lender's Commitment to the
Commitments of all of the Lenders) and (ii) any Equity Participant, an amount
equal to (A) the Equity Credit Exposure multiplied by (B) the ratio of such
Equity Participant's outstanding Equity Contribution to the outstanding Equity
Contributions of all of the Equity Participants (or, if no Equity Contributions
are outstanding, the ratio of such Equity Participant's Equity Commitment to the
Equity Commitments of all of the Equity Participants).

                                      -27-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>a2056907zex-10_2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
<Page>


                             UNCONDITIONAL GUARANTY

                            dated as of May 22, 2001

                                      from

                           IRON MOUNTAIN INCORPORATED
                                  as Guarantor

                                       to

                      IRON MOUNTAIN STATUTORY TRUST - 2001
                                    as Lessor

<Page>

<Table>
<S>                                                                           <C>
1.   Guaranty .................................................................1

2.   Guaranty Continuing and Unlimited.........................................2

3.   Waivers...................................................................3

4.   Subrogation...............................................................4

5.   No Discharge; Reinstatement...............................................5

6.   Events of Default.........................................................5

7.   Assumption of Agreements..................................................6

8.   Obligations Primary.......................................................7

9.   Amendments, Etc...........................................................7

10.  Delivery of Information...................................................7

11.  Covenants.................................................................8

12.  Inspection...............................................................10

13.  Representations and Warranties...........................................10

14.  Third Party Beneficiary..................................................12

15.  Consent to Operative Documents...........................................13

16.  Survival.................................................................13

17.  Successors...............................................................13

18.  Governing Law; Jurisdiction, Etc.........................................13

19.  Severability.............................................................14

20.  Notice...................................................................14

21.  Confidentiality..........................................................14

22.  WAIVER OF JURY TRIAL.....................................................14
</Table>

                                       i
<Page>

                             UNCONDITIONAL GUARANTY

                  THIS UNCONDITIONAL GUARANTY (this "GUARANTY"), dated as of May
22, 2001, from IRON MOUNTAIN INCORPORATED, a Pennsylvania corporation (the
"GUARANTOR"), to IRON MOUNTAIN STATUTORY TRUST - 2001, a Connecticut statutory
trust (the "LESSOR").

                              W I T N E S S E T H:
                              - - - - - - - - - -

                  WHEREAS, the Guarantor wishes to induce the Lessor to enter
into (i) a certain Master Lease and Security Agreement (the "LEASE") dated as of
the date hereof with Iron Mountain Records Management, Inc., a wholly-owned
subsidiary of the Guarantor (the "LESSEE"), (ii) a certain Master Construction
Agency Agreement (the "CONSTRUCTION AGENCY AGREEMENT") dated as of the date
hereof with the Lessee and (iii) certain other Operative Documents (as defined
in the Lease) with the Lessee on or after the date hereof (the Lease, the
Construction Agency Agreement and such other Operative Documents are
collectively referred to hereinafter as the "GUARANTEED AGREEMENTS"); and

                  WHEREAS, the Lessor is unwilling to enter into the Guaranteed
Agreements with the Lessee unless the Guarantor enters into this Guaranty; and

                  WHEREAS, capitalized terms used but not otherwise defined in
this Guaranty have the respective meanings specified in APPENDIX I of the Lease;
and the rules of interpretation set forth in APPENDIX I of the Lease shall apply
to this Guaranty;

                  NOW, THEREFORE, in order to induce the Lessor to enter into
the Guaranteed Agreements and to consummate the transactions contemplated
thereby, the Guarantor hereby agrees as follows:

                  1.      GUARANTY. Guarantor unconditionally and irrevocably
guarantees to (a) the Lessor and (b) to the extent of Lessee's obligations to
the Indemnitees, the Indemnitees, the prompt payment and performance of all
obligations of Lessee under the Guaranteed Agreements (all of the foregoing
obligations and undertakings are collectively referred to hereinafter as the
"GUARANTEED OBLIGATIONS"). This Guaranty is an irrevocable, absolute, present,
primary, continuing, unlimited and unconditional promise with respect to the
full and punctual payment and performance by Lessee of each of the Guaranteed
Obligations, and is not a promise of collectibility only, and is in no way
conditional upon the requirement that Lessor first attempt to collect payment or
demand performance from Lessee or that Lessor resort to any security or other
means of obtaining such payment or performance or upon any other contingency. If
for any reason (i) any such sums shall not be paid promptly by Lessee when due
or (ii) any such covenant, agreement, term or condition is not performed or
observed by Lessee in accordance with any Guaranteed Agreement, Guarantor shall,
without notice or demand of any nature, pay the same by wire transfer of
immediately available federal funds to the Person or Persons entitled thereto
pursuant to the provisions of said instruments and shall perform and observe or
cause to be promptly performed and observed every such covenant, agreement, term
and condition, in each case regardless of (i) any defenses or rights of set-off
or counterclaims which Guarantor or Lessee may have or assert (other than a
defense of payment), (ii) whether Lessor shall have taken any steps to enforce
any rights against Lessee or any other remedy thereunder as a result of the
default of Lessee thereunder and (iii) any other event, condition, contingency
or circumstance whatsoever. Guarantor also agrees to pay to such Persons such
further amounts as shall be sufficient to cover the costs and expenses of
collecting such sums or any part thereof, or of otherwise enforcing or
protecting the rights of such Persons under the Guaranteed Agreements and this
Guaranty, including reasonable fees and expenses of its attorneys and to Lessor
and its attorneys for all services rendered in that connection and in any
related proceeding.

<Page>

                  2.      GUARANTY CONTINUING AND UNLIMITED. The obligations,
covenants, agreements and duties of Guarantor under this Guaranty shall be
absolute and unconditional, shall not be subject to any counterclaim, setoff,
deduction, diminution, abatement, recoupment, suspension, deferment, reduction
or defense based upon any claim that Guarantor or any other Person may have
against Lessee, Lessor or any other Person and, until the payment or performance
in full of the Guaranteed Obligations, shall remain in full force and effect
without regard to, and shall not be released, discharged or in any way affected
by, any circumstance or condition whatsoever (whether or not Lessor, Guarantor
or Lessee shall have any knowledge or notice thereof), including, without
limitation, the happening from time to time of any of the following, although
without notice to, or the consent of, Guarantor:

                  (a)     the waiver by Lessor of the performance or observance
         by  Lessee, Guarantor or any other party of any of the agreements,
         covenants, terms or conditions contained in any Guaranteed Agreement or
         any other instrument or Operative Document;

                  (b)     the extension, in whole or in part, of the time for
         payment by Lessee or Guarantor of any sums owing or payable under any
         Guaranteed Agreement or this Guaranty, as applicable, or of any other
         sums of or obligations under or arising out of or on account of any
         Guaranteed Agreement or the renewal or extension of either thereof;

                  (c)     any assignment or subsequent  reassignment of any
         Guaranteed  Agreementor this Guaranty, in whole or in part, or the
         leasingor subletting of any Property or any part thereof;

                  (d)     the  modification  or amendment  (whether  material or
         otherwise)  of any of the  obligations  of Lessee or Guarantor under
         any Guaranteed Agreement or any other Operative Document,as applicable;

                  (e)     the taking or the omission of any of the acts referred
         to in any Guaranteed Agreement, this Guaranty or any other Operative
         Document (including, without limitation, the giving of any consent
         referred to herein or therein, but excepting therefrom those acts and
         omissions permitted in compliance with and pursuant to the terms of the
         Guaranteed Agreements or this Guaranty, as appropriate);

                  (f)     any failure, omission or delay on the part of Lessor
         to enforce, assert or exercise any right, power or remedy conferred on
         or available to Lessor in or by any Guaranteed Agreement, this Guaranty
         or any other instrument, or any action on the part of Lessor granting
         indulgence or extension in any form whatsoever;

                  (g)     the voluntary or involuntary liquidation, dissolution,
         sale of all or substantially all of the assets, marshaling of assets
         and liabilities, receivership, conservatorship, insolvency, bankruptcy,
         assignment for the benefit of creditors, reorganization, arrangement,
         composition or readjustment of, or other similar proceeding affecting,
         Lessor, Lessee or Guarantor or any of their respective assets;

                  (h)     the release of Lessee or Guarantor from the
         performance or observance of any of the agreements, covenants, terms or
         conditions contained in any Guaranteed Agreement or any other Operative
         Document, as applicable, by operation of law or otherwise, except for
         those releases given or made in compliance with and pursuant to the
         terms of the Guaranteed Agreements or this Guaranty, as applicable, or
         any invalidity or unenforceability of any Guaranteed Agreement or any
         other Operative Document;

                                       2
<Page>

                  (i)     any defect in the title, or any damage to or loss or
         destruction of, or any interruption or cessation in the use of any
         Property or any portion thereof by Lessee for any reason whatsoever
         regardless of the duration thereof (even though such duration would
         otherwise constitute a frustration of any Guaranteed Agreement or this
         Guaranty), whether or not resulting from accident and whether or not
         without fault on the part of Lessee or any other Person;

                  (j)     the inability of Lessor or Lessee to enforce any
         provision of any Guaranteed Agreement for any reason;

                  (k)     any merger or  consolidation  of Lessee or  Guarantor
         into or with any other  Person or any sale, lease or transfer of any of
         the assets of Lessee or Guarantor to any other Person;

                  (l)     any change in the name or corporate ownership of
         Guarantor, Lessee or any other Person referred to herein;

                  (m)     the acceptance or release by Lessor of any other
         security or guarantor for any obligation hereunder;

                  (n)     any value, estimation, termination, rejection,
         discharge or disaffirmance by any Person (including trustees, trustees
         in bankruptcy, liquidators or representatives) of the Guaranteed
         Obligations in connection with any insolvency, bankruptcy,
         reorganization or liquidation of Lessee or any proceeding relating
         thereto;

                  (o)     any determination or claim that Lessor's claims
         against Lessee are or may be limited by Section 502(b) (6) of the
         Bankruptcy Code, as amended, or to any similar or successor provision
         of law upon any rejection of any Guaranteed Agreement in a bankruptcy
         proceeding filed by or against Lessee;

                  (p)     any  failure  or  recharacterization  of title with
         respect to  Lessor's, Lessee's or any other Person's interest in any
         Property; or

                  (q)     any other occurrence or circumstance whatsoever,
         whether similar or dissimilar to the foregoing and any other
         circumstance that might otherwise constitute a legal or equitable
         defense or discharge of the liabilities of a guarantor or surety or
         that might otherwise limit recourse against Guarantor.

                  The obligations of Guarantor set forth herein constitute the
full recourse obligations of Guarantor enforceable against Guarantor to the full
extent of all its assets and properties. In no event shall the obligations of
Guarantor hereunder be subordinated in any manner to any other full recourse
obligations of Guarantor.

                  3.      WAIVERS.

                  (a)     Guarantor unconditionally waives (i) notice of any of
the matters referred to in SECTION 2, (ii) all notices that may be required by
statute, rule of law or otherwise, now or hereafter in effect, to preserve
intact any rights against Guarantor, including, without limitation, any demand,
presentment and protest, proof of notice of non-payment under any Guaranteed
Agreement and notice of Default or Event of Default under any Guaranteed
Agreement or this Guaranty, or any failure on the part of Lessee to perform and
comply with any covenant, agreement, term or condition of any Guaranteed
Agreement, (iii) any right to the enforcement, assertion or exercise against
Lessee of any right, power, privilege or remedy conferred in any Guaranteed
Agreement or otherwise, (iv) any requirement of

                                       3
<Page>

     diligence on the part of Lessor or any other Person, (v) any requirement
that Lessor take any steps to enforce any rights against Lessee under any
Guaranteed Agreement or any other remedy thereunder or any other requirement to
exhaust any remedies or to mitigate the damages resulting from any Default or
Event of Default under any Guaranteed Agreement or this Guaranty, (vi) any
notice of any sale, transfer or other disposition of any right, title to or
interest in any Guaranteed Agreement or any Property covered thereby by Lessor,
(vii) all rights of Guarantor under the laws of the states in which the Property
is located, as the same may be amended, (viii) the occurrence of every other
condition precedent to which the Guarantor or the Lessee may otherwise be
entitled, (ix) the right to have the property of the Lessee first applied to the
discharge of the Guaranteed Obligations; (x) any defense arising by reason of
any disability or other defense of the Lessee or by reason of the cessation from
any cause whatsoever of the liability, either in whole or in part, of the Lessee
to the Lessor for the Guaranteed Obligations, PROVIDED that nothing contained
herein shall be deemed to be a waiver by the Guarantor of the benefit to the
Guarantor of any notice or grace period to which the Lessee is entitled pursuant
to the express terms of the Operative Documents, and (xi) any other circumstance
whatsoever that might otherwise constitute a legal or equitable discharge,
release or defense of a guarantor or surety, or that might otherwise limit
recourse against Guarantor hereunder.

                  (b)     The Lessor may, at its election, exercise any right
 or remedy it may have against the Lessee or any security held by the Lessor,
including, without limitation, the right to foreclose upon any such security by
judicial or nonjudicial sale, without affecting or impairing in any way the
liability of the Guarantor hereunder, except to the extent the Guaranteed
Obligations have been paid, and the Guarantor waives any defense arising out of
the absence, impairment or loss of any right of reimbursement, contribution or
subrogation or any other right or remedy of the Guarantor against the Lessee or
any such security, whether resulting from such election by the Lessor or
otherwise. The Guarantor understands that the liability of the Lessee to the
Lessor for the Guaranteed Obligations may be secured by real property and that
the Guarantor shall be liable for the full amount of its liability hereunder
notwithstanding foreclosure on such real property by trustee sale or any other
reason impairing the Guarantor's right to proceed against the Lessee.
Accordingly, the Guarantor waives, to the fullest extent permitted by applicable
law, all rights and defenses that the Guarantor may have because the Guaranteed
Obligations are secured by real property. This means, among other things, if the
Lessor forecloses on any real property collateral pledged by the Lessee; (x) the
amount of the debt may be reduced only by the price for which the collateral is
sold at the foreclosure sale, even if the collateral is worth more than the sale
price, and (y) the Lessor may collect from the Guarantor even if the Lessor, by
foreclosing on the real property collateral, has destroyed any right the
Guarantor may have to collect from the Lessee. This is an unconditional and
irrevocable waiver, to the fullest extent permitted by applicable law, of any
rights and defenses the Guarantor may have because the Guaranteed Obligations
are secured by real property. These rights and defenses include, but are not
limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of
the California Code of Civil Procedure.

                  (c)     The Guarantor assumes the responsibility for being
and keeping informed of the financial condition of the Lessee and of all other
circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations
and agrees that the Lessor shall not have any duty to advise the Guarantor of
information regarding any condition or circumstance or any change in such
condition or circumstance. The Guarantor acknowledges that the Lessor has not
made any representation to the Guarantor concerning the financial condition of
the Lessee.

                  4.      SUBROGATION. Notwithstanding any payment or payments
made or obligation performed by Guarantor by reason of this Guaranty, Guarantor
hereby waives (i) any claim, right or remedy that Guarantor may now or hereafter
acquire against Lessee that arises hereunder and/or by reason of any one or more
payments or acts of performance by Guarantor hereunder, including without
limitation, any claim, remedy or right of subrogation, reimbursement,
exoneration, contribution,

                                       4
<Page>

     indemnification or participation in any claim, right or remedy of the
Lessor against Lessee or any security that Lessor now has or hereafter acquires,
whether or not such claim, right or remedy arises in equity, under contract, by
statute, under common law or otherwise, (ii) any right to enforce any remedy
which Lessee or any other guarantor of Lessee's obligations now has or may
hereafter have against Lessor, and (iii) any right to enforce or exercise the
benefit of and any right to participate in, any security now or hereafter held
by Lessor, in each case until all of the obligations guaranteed hereby are paid
and performed in full. If any amount shall nevertheless be paid to Guarantor by
any such Person in violation of this Guaranty, such amount shall be held by
Guarantor in trust for the benefit of Lessor and shall forthwith be paid to
Lessor. Guarantor further waives any defense to the recovery by Lessor from
Guarantor of any deficiency or otherwise to the enforcement of this Guaranty
after a judicial or nonjudicial sale or other disposition of any security for or
any of the obligations of Lessee under any Guaranteed Agreement, even though
such a sale may prevent Guarantor from exercising rights of subrogation, if any,
contribution or reimbursement against Lessee or any other party. No payment
hereunder by Guarantor shall give rise to any claim by Guarantor against Lessor,
except for payments made in error by Guarantor to the extent such payments are
in excess of amounts due hereunder. Unless and until all obligations of Lessee
under and pursuant to any Guaranteed Agreement, and of Guarantor hereunder,
shall have been discharged by payment or performance in full, Guarantor shall
not assign or otherwise transfer any such claim against Lessee to any other
Person.

                  5.      NO DISCHARGE; REINSTATEMENT. In case any of the
Guaranteed Agreements shall be terminated as a result of the rejection
thereof by any trustee, receiver or liquidating agent of the Lessee or any of
its properties in any bankruptcy, insolvency, reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar proceeding, the
Guarantor's obligations hereunder shall continue to the same extent as if such
agreement had not been so rejected. The Guarantor agrees that this Guaranty
shall continue to be effective or be reinstated, as the case may be, if at any
time payment or performance to the Lessor of the Guaranteed Obligations or any
part thereof is rescinded or must otherwise be returned by the Lessor upon the
insolvency, bankruptcy or reorganization of the Lessee, or otherwise, as though
such payment to the Lessor had not been made.

                  6.      EVENTS OF DEFAULT. The following events shall
constitute  Events of Default under this Guaranty:

                          (i)   Guarantor shall fail to make any payment due
         hereunder upon demand; or

                          (ii)  (a) there shall occur a breach of any of the
         covenants contained in SECTION 11 (other than those covenants
         incorporated by reference from the Iron Mountain Credit Agreement
         pursuant to SECTION 11(a)(v), except to the extent that a violation of
         any such covenant gives rise to an event of default under the Iron
         Mountain Credit Agreement); or (b) Guarantor shall fail to perform or
         observe any other provision hereof and such failure shall continue for
         25 days after written notice thereof to Guarantor from Lessor; or

                          (iii) if any representation or warranty made by
         Guarantor herein or in any document, certificate or notice furnished by
         Guarantor to Lessor in connection herewith or pursuant hereto shall
         prove to be false or misleading as of the time when made in any
         material respect; or

                          (iv)  (a)if Guarantor shall commence a voluntary case
         under any Bankruptcy Law or file a petition in bankruptcy or for
         reorganization or for an arrangement pursuant to any Bankruptcy Law;
         (b) if Guarantor shall file an order of relief or be adjudicated a
         debtor or a bankrupt under any Bankruptcy Law or become insolvent; (c)
         if Guarantor shall generally not pay

                                       5
<Page>

         its debts as such debts become due or shall make an assignment for the
         benefit of creditors or shall admit in writing its inability to pay its
         debts generally as they become due; or (d) if an involuntary case
         against Guarantor as debtor is commenced by a petition for
         reorganization or liquidation under any Bankruptcy Law, or if a
         petition or answer proposing the adjudication of Guarantor as a
         bankrupt or its reorganization pursuant to any Bankruptcy Law shall be
         filed in any court and Guarantor shall consent to or acquiesce in the
         filing thereof or such case, petition or answer shall not be dismissed,
         discharged or denied within 60 days after filing thereof; or

                          (v)   if a custodian for purposes of any Bankruptcy
         Law of substantially all Guarantor's assets is appointed or otherwise
         takes possession thereof and such appointment remains in effect for
         more than 60 days; or

                          (vi)  if a receiver, U.S. trustee, trustee or
         liquidator of Guarantor or all or substantially all of the assets of
         Guarantor shall be appointed in any proceeding brought by Guarantor, or
         if any such receiver, U.S. trustee, trustee or liquidator shall be
         appointed in any proceeding brought against Guarantor and shall not be
         discharged within 60 days after such appointment, or if Guarantor shall
         consent to or acquiesce in such appointment; or

                          (vii) if there is an Event of Default under any
         Guaranteed Agreement;

then, in each such case, so long as the same shall be continuing, Lessor may, at
its option, declare this Guaranty in default, and at any time thereafter, so
long as Guarantor shall not have remedied all outstanding Events of Default
hereunder, Lessor shall be entitled to exercise any remedy available to it at
law or in equity. No express or implied waiver by Lessor of an Event of Default
hereunder shall in any way be, or be construed to be, a waiver of any further or
subsequent Event of Default. Guarantor hereby waives any right now or
hereinafter conferred upon it by statute or otherwise which may limit or modify
any of Lessor's rights and remedies contained herein. Guarantor agrees to give
written notice to Lessor (a) of any Event of Default hereunder promptly after
the occurrence thereof and (b) of any Event of Default hereunder or under any
Guaranteed Agreement, immediately after the President or Chief Financial Officer
of Guarantor obtains knowledge of the occurrence thereof.

                  7.      ASSUMPTION OF AGREEMENTS.

                  (a)     In the event of a Default or Event of Default under
the Construction Agency Agreement, Guarantor may, and in the event of the
rejection or disaffirmation of the Construction Agency Agreement by Lessee as
debtor in possession or Lessee's trustee in bankruptcy pursuant to any
Bankruptcy Law, Guarantor shall and does hereby (without the necessity of any
further agreement or act), assume all obligations and liabilities of Lessee
under the Construction Agency Agreement to the same extent as if it had been
originally named instead of such Lessee as a party to such documents and there
had been no such rejection or disaffirmance; and Guarantor shall confirm such
assumption in writing at the request of Lessor upon or after such rejection or
disaffirmance. Guarantor, upon such assumption, will have all rights of Lessee
under the Construction Agency Agreement. From and after the date of such
assumption, as provided in this SECTION 7(a), all provisions of this Guaranty
shall continue in full force and effect as separate and independent undertakings
of Guarantor, binding upon and enforceable against Guarantor without regard to
the validity or enforceability of such assumption, and all provisions of this
Guaranty applicable to the Construction Agency Agreement and to Lessor and
Lessee in respect of the Construction Agency Agreement shall also apply to such
assumption and to Lessor and Guarantor in respect of such assumption to the same
extent and in the same manner as such provisions are applicable to the
Construction Agency Agreement and to Lessor and Lessee in respect of the
Construction Agency Agreement.

                                       6
<Page>

                  (b)     In the event of a Default or Event of Default under
the Lease, Guarantor may, and in the event of the rejection or disaffirmation of
the Lease by Lessee as debtor in possession or Lessee's trustee in bankruptcy
pursuant to any Bankruptcy Law, Guarantor shall and does hereby (without the
necessity of any further agreement or act), assume all obligations and
liabilities of Lessee under the Lease to the same extent as if it had been
originally named instead of such Lessee as a party to such documents and there
had been no such rejection or disaffirmance; and Guarantor shall confirm such
assumption in writing at the request of Lessor upon or after such rejection or
disaffirmance. Guarantor, upon such assumption, will have all rights of Lessee
under the Lease. From and after the date of such assumption, as provided in this
SECTION 7(b), all provisions of this Guaranty shall continue in full force and
effect as separate and independent undertakings of Guarantor, binding upon and
enforceable against Guarantor without regard to the validity or enforceability
of such assumption, and all provisions of this Guaranty applicable to the Lease
and to Lessor and Lessee in respect of the Lease shall also apply to such
assumption and to Lessor and Guarantor in respect of such assumption to the same
extent and in the same manner as such provisions are applicable to the Lease and
to Lessor and Lessee in respect of the Lease.

                  8.      OBLIGATIONS  PRIMARY.  It is agreed that the
liabilities and obligations of Guarantor hereunder are primary and those of a
principal,  and are enforceable  either before,  simultaneously  with or after
proceeding  against  Lessee or against any  property or  security  available  to
Lessor.

                  9.      AMENDMENTS, ETC. This Guaranty may not be modified or
amended  except by a written  agreement duly executed by Guarantor with the
consent  in  writing  of  Lessor  and the  Administrative  Agent.  Neither  this
Guaranty, nor any of the obligations of Guarantor hereunder,  may be assigned to
any Person by Guarantor.

                  10.     DELIVERY OF INFORMATION.  Guarantor shall furnish the
following financial  information to the Lessor, each Equity Participant and the
Administrative  Agent  (and the  Administrative  Agent  will  deliver  such
materials to each Lender):

                  (a)     as soon as practicable, copies of all such financial
statements, proxy statements, notices, other communications and reports as
Guarantor shall send on a regular basis to its shareholders and other
information, if any, generally made available to banks and other lenders
(exclusive of proprietary information);

                  (b)     for any period that Guarantor is a public company,
copies of all reports on Form 10-K and Form 10-Q (and any  successor  form) in
each  case  together  with a list  describing  all  reports  filed  with  the
Securities and Exchange  Commission  during the reporting  period,  and any such
listed  reports  shall be delivered to the  Administrative  Agent and any Lender
upon such Lender's  request  which  Guarantor is or may be required to file with
the  Securities  and  Exchange  Commission  or any  governmental  body or agency
succeeding to the functions of the Securities and Exchange Commission;

                  (c)     for any period that Guarantor is not a public company
required to file such reports with the Securities and Exchange Commission, then
within 105 days after the end of each fiscal year, and within 60 days after the
end of any other fiscal quarter, financial statements containing substantially
the same information as the information that would be included in such reports
on Form 10-K or Form 10-Q, as the case may be, and in any event, all in
reasonable detail and satisfactory in scope to the Administrative Agent, the
Lessor and the Lessor's mortgagee, all prepared in accordance with GAAP and,
with respect to the annual statements, audited, by independent certified public
accountants of recognized national standing selected by Guarantor; and

                  (d)     within 30 days after the beginning of each fiscal
year of the  Guarantor  commencing  with  fiscal  year 2002,  a copy of the
consolidated operating budget, including, without

                                     7
<Page>
limitation,  projection of the anticipated  cash flow, of the Guarantor and its
Subsidiaries  for such  fiscal  year,  such budget to be  accompanied  by a
certificate of the Chief Financial  Officer or Vice  President-Treasurer  of the
Guarantor specifying the assumptions on which such budget was prepared,  stating
that such officer has no reason to question the  reasonableness  of any material
assumptions  on which such budget was prepared and providing  such other details
as the Administrative Agent may reasonably request.

Concurrently with the delivery of quarterly financial statements pursuant
hereto, Guarantor shall cause to be delivered to the Lessor, each Equity
Participant and the Administrative Agent (and the Administrative Agent will
deliver such materials to each Lender) an Officer's Certificate (i) stating that
to the best of the knowledge of the Chief Executive Officer, Chief Financial
Officer or Vice President-Treasurer executing such Officer's Certificate based
on reasonable inquiry, there exists no Default or Event of Default under the
Lease, the Construction Agency Agreement or this Guaranty or if any such Default
or Event of Default exists, specifying the nature thereof, the period of
existence thereof and what action Guarantor proposes to take with respect
thereto and (ii) setting forth such information as shall be necessary for the
Lessor, each Equity Participant and the Administrative Agent to confirm
compliance by Guarantor with the covenants contained in SECTION 11 hereof.

                  11.     COVENANTS.

                  (a)     Guarantor hereby covenants and agrees as follows:

                          (i)   LEVERAGE RATIO. The Guarantor will not, as at
         the end of any fiscal quarter, permit the ratio, calculated as at the
         end of such fiscal quarter for the period of four fiscal quarters then
         ended, of (i) the excess of (x) the aggregate outstanding principal
         amount of Funded Indebtedness (on a consolidated basis) of the
         Guarantor and its Subsidiaries at such date OVER (y) the aggregate
         amount of cash and Liquid Investments of the Guarantor and its
         Subsidiaries at such date to (ii) Consolidated EBITDA for such period
         (the "LEVERAGE RATIO") to exceed the ratio set forth below:

<Table>
<Caption>
         -----------------------------------------------------------------------
         PERIOD                                                LEVERAGE RATIO
         -----------------------------------------------------------------------
         <S>                                                     <C>
         From the Effective Date through June 30,                5.75 to 1
         -----------------------------------------------------------------------
         From July 1, 2001 through June 30, 2002                 5.50 to 1
         -----------------------------------------------------------------------
         From July 1, 2002 through June 30, 2003                 5.25 to 1
         -----------------------------------------------------------------------
         From July 1, 2003 and at all times thereaf              5.00 to 1
         -----------------------------------------------------------------------
</Table>
                          (ii)  INTEREST COVERAGE RATIO. Guarantor will not, as
         at the end of any fiscal quarter, permit the ratio, calculated as at
         the end of such fiscal quarter for the period of four fiscal quarters
         then ended, of (i) Consolidated EBITDA for such period to (ii) Interest
         Expense for such period to be less than the ratio set forth below for
         the period in which such fiscal quarter ends:
<Table>
<Caption>
         -----------------------------------------------------------------------
                                                                INTEREST
         PERIOD                                               COVERAGE RATIO
         -----------------------------------------------------------------------
         <S>                                                     <C>
         From the Effective Date through June 30, 2001           1.75 to 1
         -----------------------------------------------------------------------
         From July 1, 2001 through December 31, 2002             2.00 to 1
         -----------------------------------------------------------------------
         From January 1, 2003 through December 31, 2003          2.25 to 1
         -----------------------------------------------------------------------
         From January 1, 2004 and at all times thereafter        2.50 to 1
         -----------------------------------------------------------------------
</Table>
                          For purposes of calculating any ratio set forth in
         this subsection (ii), if Guarantor elects pursuant to the penultimate
         sentence of the definition of Consolidated EBITDA to include in
         Consolidated EBITDA for the period to which such ratio relates the PRO
         FORMA amounts
                                       8
<Page>
         referred to in such sentence, there shall be included in
         Interest Expense for such period, on a PRO FORMA basis, interest
         accruing during such period on Indebtedness (and the interest portion
         of payments under Capitalized Lease Obligations) assumed or incurred by
         Guarantor and its Subsidiaries (on a consolidated basis) in connection
         with any Permitted Acquisition having Acquisition Consideration of more
         than $500,000 during such period.

                          (iii) FIXED CHARGES COVERAGE RATIO. Guarantor will
         not, as at the end of any fiscal quarter, permit the ratio, calculated
         as at the end of such fiscal quarter for the period of four fiscal
         quarters then ended, of (i) Adjusted EBITDA for such period to (ii)
         Fixed Charges for such period to be less than the ratio set forth below
         for the period in which such fiscal quarter ends:
<Table>
<Caption>
         -----------------------------------------------------------------------
                                                              FIXED CHARGES
         PERIOD                                               COVERAGE RATIO
         -----------------------------------------------------------------------
         <S>                                                     <C>
         From the Effective Date through June 30, 2001           1.00 to 1
         -----------------------------------------------------------------------
         From July 1, 2001 through June 30, 2003                 1.10 to 1
         -----------------------------------------------------------------------
         From July 1, 2003 and at all times thereafter           1.20 to 1
         -----------------------------------------------------------------------
</Table>
                          For purposes of calculating any ratio set forth in
         this subsection (iii), if Guarantor elects pursuant to the penultimate
         sentence of the definition of Consolidated EBITDA to include in
         Consolidated EBITDA for the period to which such ratio relates the PRO
         FORMA amounts referred to in such sentence, there shall be included in
         Fixed Charges for such period, on a PRO FORMA basis, principal payable
         and interest accruing during such period on Indebtedness (and the
         interest portion of payments under Capitalized Lease Obligations)
         assumed or incurred by Guarantor and its Subsidiaries (on a
         consolidated basis) in connection with any Permitted Acquisition having
         Acquisition Consideration of more than $500,000 during such period.

                          (iv)  LIENS. Guarantor will not, and will not permit
         any of its Subsidiaries to, create or suffer to exist any Lien upon any
         property or assets, now owned or hereafter acquired, securing any
         Indebtedness or other obligation, except: (i) the Liens covering the
         capital stock and equity interests (and proceeds thereof) of any
         Subsidiaries of the Guarantor, securing the obligations of the
         Guarantor under the Iron Mountain Credit Agreement; (ii) the Liens
         existing on the Effective Date set forth in SCHEDULE III of the Iron
         Mountain Credit Agreement (as in effect on the date hereof without
         regard to any subsequent amendment, modification, waiver, supplement or
         termination of such credit agreement) and Liens arising out of the
         refinancing, extension, renewal or refunding of any Indebtedness
         secured by any Lien set forth on such SCHEDULE III, PROVIDED that the
         principal amount of such Indebtedness is not increased and is not
         secured by any additional assets; (iii) (A) Liens contemplated by
         CLAUSES (ii), (iv), (v) and (vii) of the definition of Permitted
         Indebtedness set forth in the Iron Mountain Credit Agreement; and (B)
         Liens securing Acquired Debt, PROVIDED that such Liens cover only those
         assets that were covered by such Liens prior to the relevant
         acquisition; (iv) attachment, judgment or other similar Liens arising
         in connection with litigation or other legal proceedings, PROVIDED that
         either (A) the claims in respect of such Liens are fully covered by
         insurance or (B) the execution or other enforcement of such Liens is
         effectively stayed and the claims secured thereby are in an amount not
         to exceed $3,000,000 in the aggregate and are being contested in good
         faith by appropriate proceedings diligently prosecuted; (v) Liens on
         properties or assets of an Excluded Subsidiary securing Indebtedness of
         such Excluded Subsidiary permitted hereunder; (vi) other Liens arising
         in the ordinary course of the business of the Guarantor or such
         Subsidiary which are not incurred in connection with the borrowing of
         money or the obtaining of advances or credit and which do not
         materially detract from the value of its property or assets or
         materially impair the use thereof in the operation of its business;
         (vii) Liens securing Indebtedness permitted by CLAUSE (v) of SECTION
         9.08 of the Iron Mountain Credit Agreement (as in effect on the date
         hereof without

                                       9
<Page>

         regard to any subsequent amendment, modification, waiver, supplement or
         termination of such credit agreement), PROVIDED that such Liens extend
         only to the assets of any Excluded Subsidiary incurring such
         Indebtedness as a primary obligor (and not as a guarantor) or capital
         stock of such Excluded Subsidiary; (viii) Liens on property leased
         pursuant to the Synthetic Lease Obligations permitted by CLAUSE (vi) of
         SECTION 9.08 of the Iron Mountain Credit Agreement (as in effect on the
         date hereof without regard to any subsequent amendment, modification,
         waiver, supplement or termination of such credit agreement) and (ix)
         Liens under the instruments governing (A) an Accounts Receivable
         Financing or (B) a Mortgage Financing permitted by SECTION 9.08 of the
         Iron Mountain Credit Agreement (as in effect on the date hereof without
         regard to any subsequent amendment, modification, waiver, supplement or
         termination of such credit agreement).

                          (v)   OTHER COVENANTS. Guarantor will comply with all
         covenants of Guarantor contained in SECTION 9 of the Iron Mountain
         Credit Agreement, all of which are incorporated herein by reference;
         provided, however, to the extent that any such covenant is inconsistent
         with any covenant in the Operative Documents, including, without
         limitation contained in this subparagraph (a), such covenant in the
         Operative Documents shall control and shall not be subject to (b)
         below.

                          (vi)  LESSEE'S EBITDA. The Guarantor will not, as at
         the end of any fiscal quarter, permit: (a) the Lessee's Consolidated
         EBITDA, calculated as at the end of such fiscal quarter for the quarter
         then ended, to be less than an amount equal to 70% of the Guarantor's
         Consolidated EBITDA for such period; or (b) Unconsolidated EBITDA,
         calculated as at the end of such fiscal quarter for the quarter then
         ended, to be less than an amount equal to 50% of the Guarantor's
         Consolidated EBITDA for such period.

                  (b)     The covenants incorporated by reference in SECTION
11(a)(v) above, and the related definitions shall, without further action
hereunder, be amended to conform to any amendment, written waiver, or
modification to such covenants (or related definitions) contained in the Iron
Mountain Credit Agreement; PROVIDED, HOWEVER, that if the Iron Mountain Credit
Agreement shall be terminated for any reason, the form of the covenants and the
related definitions incorporated by reference in SECTION (a)(v) above at the
time of such termination shall continue hereunder and Guarantor shall execute
such amendments or supplements hereto evidencing such survival as the
Administrative Agent may reasonably request.

                  12.     INSPECTION. Guarantor will permit the Lessor, each
Equity Participant, the Collateral Agent, the Administrative Agent and each
Lender to visit the offices of  Guarantor at its address set forth herein and to
examine its records  and books of account and to discuss its  affairs,  finances
and accounts with its officers upon reasonable  notice at such reasonable  times
as may be  requested  by the Lessor,  such Equity  Participant,  the  Collateral
Agent, the Administrative Agent or such Lender.

                  13.     REPRESENTATIONS AND WARRANTIES.  Guarantor represents
and warrants that:
                  (a)     Guarantor (i)is a corporation duly organized, validly
existing and in good standing under the laws of the Commonwealth of
Pennsylvania, and (ii) has all requisite legal power and authority to enter into
this Guaranty, to perform and observe the terms and conditions hereof and has
all requisite legal power and authority to own, lease and operate its properties
and conduct its business as currently conducted except for such licenses,
permits and approvals which would not, individually or in the aggregate, have a
material adverse effect on Guarantor's ability to perform the Guaranteed
Obligations. Guarantor is qualified to do business as a foreign corporation in
all jurisdictions where its ownership of property or the nature of its business
requires such qualification. This Guaranty has been duly authorized, executed
and delivered by Guarantor and constitutes the legal, valid and binding

                                       10
<Page>

obligation by Guarantor enforceable against Guarantor in accordance with its
terms, except as enforcement may be limited by bankruptcy, insolvency,
reorganization and other laws of general application relating to or affecting
the enforcement of creditors' rights and general principles of equity.

                  (b)     There are no actions, suits or proceedings pending
or, to its knowledge, threatened against or affecting Guarantor, the Lessee
or any of their Subsidiaries at law or in equity before any court or
administrative officer or agency in which there is a reasonable possibility of
an adverse determination which could, individually or in the aggregate, have a
material adverse effect on Guarantor's ability to perform the Guaranteed
Obligations. Guarantor, the Lessee or any of their Subsidiaries is not in
default (i) in the payment of any taxes levied or assessed against it or its
assets or (ii) under or in violation of any statute, rule, order, decree, writ,
injunction or regulation (including Environmental Laws) of any Governmental
Authority except, where the failure to pay such taxes or the existence of such
defaults or violations would, individually or in the aggregate, not have a
material adverse effect on Guarantor's ability to perform the Guaranteed
Obligations.

                  (c)     Guarantor is not a party to any contract or agreement
or subject to any restriction or to any order, rule, regulation, writ,
injunction or decree of any court or Governmental Authority or to any statue
which materially and adversely affects its ability to perform the Guaranteed
Obligations. Neither the execution, delivery or performance by Guarantor of this
Guaranty nor its compliance herewith or therewith (i) conflicts or will conflict
with or results or will result in a breach of or constitutes or will constitute
a default under (A) any law in effect as of the date of delivery of this
Guaranty, (B) the articles of incorporation or by-laws of Guarantor, (C) any
agreement or instrument to which Guarantor is a party or by which it is bound,
or (D) any order, writ, injunction or decree of any court or other Governmental
Authority, or (ii) results or will result in the creation or imposition of any
Lien, charge or encumbrance upon Guarantor's property pursuant to such agreement
or instrument.

                  (d)     The execution, delivery and performance by Guarantor
of this Guaranty do not require (i) any stockholder approval or the consent or
approval  of any of  Guarantor's  creditors  (except  as have  already  been
obtained in writing), or (ii) any authorization,  consents, or approvals,  of or
filings  with  any  Governmental  Authority,   except  for  such  authorization,
consents,  approvals or filings  which have been  obtained and are in full force
and effect.

                  (e)     No event has occurred and is continuing with respect
to Guarantor which would constitute a Default or an Event of Default hereunder.
No Default or Event of Default by Lessee exists under any Guaranteed Agreement.
Guarantor is not in default in the payment of the principal or interest on any
indebtedness for borrowed money or for its deferred purchase of property or in
default under any instrument or agreement under and subject to which any such
indebtedness has been issued or under any lease, in any case involving the
likelihood of any actions or proceedings against it which would materially and
adversely affect Guarantor or its ability to perform under this Guaranty.

                  (f)     The Guarantor and each member of the Controlled Group
have fulfilled their obligations under the minimum funding standards of ERISA
and the Code with respect to each Plan and are in compliance in all material
respects with the presently applicable provisions of ERISA and the Code, and
have not incurred any liability to the PBGC or a Plan under Title IV of ERISA
(other than to make contributions or premium payments in the ordinary course).

                  (g)     Guarantor's assets are not less than its liabilities,
both  determined in  accordance  with GAAP,  and Guarantor is solvent.  The
transactions  contemplated  by this Guaranty are in  furtherance  of Guarantor's
ordinary business purposes and in furtherance of its corporate purposes with no
contemplation of insolvency and with no intent to hinder, delay or defraud any
of its present or future creditors. Neither before nor as a result of the
 transactions contemplated by this Guaranty will Guarantor

                                       11
<Page>

be or be rendered  insolvent or have an unreasonably  small capital for the
conduct of its business and the payment of its anticipated obligations.
Guarantor's assets and cash flow enable it to meet its present obligations in
the ordinary course of business as they become due, and Guarantor does not
believe that it will incur debts beyond its ability to pay such debts.

                  (h)     The Guarantor has disclosed to the Administrative
Agent in writing any and all facts (other than general economic conditions)
which materially and adversely affect or may materially and adversely affect (to
the extent that it can reasonably foresee) the business, assets, property,
condition (financial or otherwise) or prospects of the Guarantor and its
Subsidiaries taken as a whole, or the ability of the Guarantor and the Lessee to
perform its obligations under each Operative Document to which it is a party.
The information, reports, financial statements, exhibits and schedules furnished
in writing by or on behalf of the Guarantor to the Administrative Agent or any
Lender in connection with the negotiation, preparation or delivery of this
Guaranty and the other Operative Documents or included herein or therein or
delivered pursuant hereto or thereto, when taken as a whole do not contain any
untrue statement of material fact or omit to state any material fact necessary
to make the statements herein or therein, in light of the circumstances under
which they were made, not misleading; PROVIDED, that with respect to any such
information, report, financial statement, exhibit or schedule to the extent that
it was based upon or constitutes a forecast or projection, the Guarantor
represents only that it acted in good faith and utilized reasonable assumptions
and due care in the preparation of such information, report, financial
statement, exhibit or schedule. All written information furnished after the date
hereof by the Guarantor to the Administrative Agent and the Lenders and required
in connection with this Guaranty and the other Operative Documents and the
transactions contemplated hereby and thereby will be true, complete and accurate
in every material respect, or (in the case of projections) based on reasonable
estimates, on the date as of which such information is stated or certified.
Guarantor represents that the consolidated financial statements for the
Guarantor's fiscal year ending on December 31, 2000 specified above (i) are in
accordance with the books and records of the Guarantor and its Subsidiaries,
which have been maintained in accordance with good business practice, (ii)
present fairly in all material respects the financial condition of Guarantor on
the dates for which, and the results of its operations for the periods for
which, the same have been furnished, and (iii) have been prepared in accordance
with GAAP consistently applied, except as otherwise disclosed therein. Guarantor
represents that as of the Closing Date there shall have been no material adverse
change in the condition of the Lessee, financial or otherwise, since the date of
the most recent financial statements of Guarantor delivered to the Lessor.

                  (i)     Neither the Guarantor nor any of its Subsidiaries is
subject to regulation under the Investment Company Act of 1940, the Public
Utility Holding Company Act of 1935, the Federal Power Act, any state public
utilities code or any other law, rule, decree, guideline or policy of any
Governmental Authority that limits its ability to incur Indebtedness.

                  (j)     There has been no material adverse change in
Guarantor's business or financial condition since December 31, 2000 that
individually or the aggregate would adversely affect Guarantor's ability to
perform the Guaranteed Obligations.

                  (k)     At the Effective Date and after giving effect to the
consummation of the transactions contemplated by this Guaranty, the Guarantor
will (i) have capital, cash flows and sources of working capital financing
sufficient to carry on its business and transactions and all business and
transactions in which it is about to engage, (ii) be able to pay its debts as
they mature, and (iii) have assets (tangible and intangible) whose fair salable
value exceeds its total liabilities (including contingent, subordinated,
unmatured and unliquidated liabilities).

                  14.     THIRD PARTY  BENEFICIARY.  The Guarantor  expressly
acknowledges  and agrees that each  Indemnitee (as such term is defined in the
Lease) shall be a third party beneficiary of this Guaranty.

                                       12
<Page>

                  15.     CONSENT TO OPERATIVE DOCUMENTS.  The Guarantor
acknowledges and consents to, and agrees as follows:

                  (a)     The Guarantor has received a copy of each of the
Operative Documents as it has required in connection herewith and agrees that
such a copy constitutes adequate notice of the terms contained therein.

                  (b)     The Guarantor consents to the execution, delivery and
performance of the Security Documents, to the assignment, pledge, transfer and
grant to the Collateral Agent of a continuing security interest in, and a lien
upon, the Collateral (including this Guaranty) in the manner and for the
purposes of the Security Documents, to all of the terms and provisions of the
Security Documents and to the exercise by the Collateral Agent of any right,
remedy, power or privilege granted to the Collateral Agent under the Security
Documents in accordance with the terms thereof as now or at any time hereafter
in effect. The Guarantor further consents to the execution, delivery and
performance of each of the Operative Documents and to the respective terms and
provisions thereof.

                  (c)     The Lessor hereby irrevocably instructs the Guarantor
to pay any and all amounts payable to the Lessor under this Guaranty directly to
the [account specified by the Collateral Agent] until the Lessor has notified
the Guarantor that the Credit Agreement has terminated. The Guarantor hereby
agrees that any payment by it in accordance with such instructions shall be made
free and clear of any setoff, counterclaim or defense whatsoever that the
Guarantor may have with respect thereto; PROVIDED, HOWEVER, that no payment by
the Guarantor to the Collateral Agent shall be deemed a waiver of any rights the
Guarantor may have against the Collateral Agent or any other Person.

                  (d)     By reason of the Intercreditor Agreement, all of the
Guarantor's obligations under this Guaranty, together with all of the rights and
remedies of the Lessor thereunder, shall be enforceable by the Collateral Agent
directly against the Guarantor.

                  (e)     The Collateral Agent may, in realizing upon the
Collateral, assign all or any part of its rights and interest in this Guaranty
to any other Person without the Guarantor's consent.

                  16.     SURVIVAL. All agreements, covenants, representations
and warranties contained herein or made in writing by Guarantor shall survive
the execution and delivery of this Guaranty and shall continue in full force and
effect until all of the obligations of the Guarantor under this Guaranty shall
be fully performed in accordance with the terms hereof, and until the payment in
full of all sums payable by the Lessee under the Guaranteed Agreements, and
until performance in full of all obligations of the Lessee in accordance with
the terms and provisions of such agreements.

                  17.     SUCCESSORS. This Guaranty  shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors
and assigns.

                  18.     GOVERNING LAW; JURISDICTION, ETC. This Guaranty shall
be construed and enforced in accordance with, and governed by, the laws of the
State of New York. The Guarantor irrevocably submits to the non-exclusive
jurisdiction of the courts of the State of New York and the courts of the United
States of America located in the Southern District of New York and agrees that
any legal action, suit or proceeding arising out of or relating to this Guaranty
or any of the other Operative Documents may be brought against such party in any
such courts. To the extent permitted by law, final judgment against the
Guarantor in any such action, suit or proceeding shall be conclusive and may be
enforced in any other jurisdiction by suit on the judgment, a certified or
exemplified copy of which shall be conclusive evidence of the judgment, or in
any other manner provided by law. Nothing in this SECTION 18 shall affect the
right of Lessor, Collateral Agent or any Lender to commence legal proceedings

                                       13
<Page>

or otherwise sue the Guarantor in any other appropriate jurisdiction, or
concurrently in more than one jurisdiction, or to serve process, pleadings and
other papers upon the Guarantor in any manner authorized by the laws of any such
jurisdiction. The Guarantor agrees that process served either personally or by
registered mail shall, to the extent permitted by law, constitute adequate
service of process in any such suit.

                  19.     SEVERABILITY. Any provision of this Guaranty which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

                  20.     NOTICE. Any notice, demand or other communication to
be given under this Guaranty shall be given in the manner and with the effect
provided in the Lease and, in the case of the Guarantor, shall be sent to the
address specified below (or such other address as the Guarantor may designate in
writing):

                  Iron Mountain Incorporated
                  745 Atlantic Avenue
                  Boston, MA 02111
                  Attention:  Treasurer
                  Telephone:  (617) 535-4766
                  Telecopier:  (617) 350-7881

                  21.     CONFIDENTIALITY. The Lessor agrees to exercise all
reasonable efforts to keep any information delivered or made available by or on
behalf of the Guarantor or any Subsidiary thereof to it which has not been
publicly disclosed confidential from anyone other than persons employed or
retained by the Lessor who are or are expected to become engaged in evaluating
or administering the transactions contemplated by the Operative Documents;
PROVIDED that nothing herein shall prevent the Lessor from disclosing such
information (i) to the Collateral Agent, the Administrative Agent, any Lender,
any Equity Participant and each of the officers, directors, employees, agents,
attorneys and accountants of such Persons, in each case provided that such
recipient receives such information having been made aware of the restrictions
set forth in this Section, (ii) upon the order of any court or administrative
agency, (iii) upon the request or demand of any regulatory agency or authority
having jurisdiction over the Lessor, (iv) to the extent reasonably required in
connection with any litigation to which the Administrative Agent, the Collateral
Agent, any Lender or any Equity Participant or their respective affiliates may
be a party, (v) to the extent reasonably required in connection with the
exercise of any remedy hereunder, (vi) to such Lessor's legal counsel and
independent auditors and (vii) to any actual or proposed assignee of all or part
of its rights hereunder which has agreed in writing to be bound by the
provisions of this Section 21.

                  22.     WAIVER OF JURY TRIAL. GUARANTOR HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY. THIS WAIVER IS KNOWINGLY,
INTENTIONALLY AND VOLUNTARILY MADE BY GUARANTOR; AND GUARANTOR FURTHER
ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED (OR HAS HAD THE OPPORTUNITY TO BE
REPRESENTED) IN THE SIGNING OF THIS GUARANTY AND THE MAKING OF THIS WAIVER BY
INDEPENDENT LEGAL COUNSEL, SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD
THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.

                                       14
<Page>

                  IN WITNESS WHEREOF, Guarantor has caused this Unconditional
Guaranty to be executed under seal and delivered as of the day and year first
above written.


                                                   IRON MOUNTAIN INCORPORATED


                                                   By: /s/ John P. Lawrence
                                                      -------------------------
                                                      Name:  John P. Lawrence
                                                      Title: Vice President
                                                             and Treasurer


                                       1


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>a2056907zex-10_3.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>
<Page>
                      MASTER CONSTRUCTION AGENCY AGREEMENT

                            Dated as of May 22, 2001

                                     between

                      IRON MOUNTAIN STATUTORY TRUST - 2001,
                                    as Lessor

                                       and


                     IRON MOUNTAIN RECORDS MANAGEMENT, INC.,
                              as Construction Agent

<Page>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                           PAGE

<S>          <C>                                                             <C>
Article 1    DEFINITIONS......................................................1

    1.1      Definitions; Interpretation......................................1

Article 2    APPOINTMENT AND DUTIES OF CONSTRUCTION AGENT.....................1

    2.1      Appointment......................................................1

    2.2      Construction Properties..........................................1

    2.3      Term.............................................................2

    2.4      Construction Documents...........................................2

    2.5      Scope of Authority...............................................2

    2.6      Covenants of the Construction Agent..............................3

    2.7      Insurance........................................................4

    2.8      Representations and Warranties of Construction Agent.............8

    2.9      Indemnification During Construction Period.......................8

Article 3    THE IMPROVEMENTS.................................................9

    3.1      Construction.....................................................9

    3.2      Amendments; Modifications........................................9

    3.3      Casualty and Condemnation.......................................10

    3.4      Cost Over-Runs..................................................10

Article 4    PAYMENT OF FUNDS................................................10

    4.1      Funding of Property Improvements Costs..........................10

Article 5    CONSTRUCTION AGENCY AGREEMENT EVENTS OF DEFAULT.................11

    5.1      Construction Agency Agreement Events of Default.................11

    5.2      Survival........................................................14

    5.3      Remedies Cumulative; Waivers....................................14

    5.4      Limitation on Recourse Liability................................14

Article 6    NO CONSTRUCTION AGENCY FEE......................................15

    6.1      Lease as Fulfillment of Lessor's Obligations....................15

Article 7    MISCELLANEOUS...................................................15

    7.1      Notices.........................................................15

    7.2      Successors and Assigns..........................................15

    7.3      GOVERNING LAW...................................................15

    7.4      Amendments, etc.................................................15

    7.5      Counterparts....................................................15

                                        i
<Page>

                                TABLE OF CONTENTS

    7.6      Severability....................................................15

    7.7      Headings and Table of Contents..................................16

    7.8      No Recourse.....................................................16


Annex I      Form of Construction Documents Assignment

Exhibit A    Form of Supplement to Master Construction Agency Agreement

Exhibit B    Acceptable Insurance Exclusions
</Table>

                                       ii
<Page>

                      MASTER CONSTRUCTION AGENCY AGREEMENT



     MASTER CONSTRUCTION  AGENCY AGREEMENT (this  "AGREEMENT"),  dated as of May
22,  2001,  is entered into between  IRON  MOUNTAIN  STATUTORY  TRUST -- 2001, a
Connecticut  statutory trust, as Lessor,  and IRON MOUNTAIN RECORDS  MANAGEMENT,
INC., a Delaware corporation, as Construction Agent.

                              W I T N E S S E T H:
                               - - - - - - - - - -

     WHEREAS,  the Lessor and the Construction Agent are parties to that
certain Master Lease and Security Agreement,  dated as of the date hereof (the
"LEASE"), pursuant  to which (i) the  Lessee has leased  from  Lessor,  and the
Lessor has leased to the  Lessee,  Lessor's  interest  in certain  Properties
and (ii) the Lessee and the Lessor may in the future agree to the financing,
development and lease of certain other Properties; and

     WHEREAS,  subject to the terms and  conditions  hereof and with  respect
to each Construction  Property,  (i) the Lessor desires to appoint the
Construction Agent as its sole and exclusive agent for the  construction of the
Improvements in accordance with the Plans and Specifications  for such
Construction  Property and the Lease and this Agreement and (ii) the
Construction  Agent desires,  for the  benefit of the  Lessor,  to cause the
Improvements  to be  constructed  in accordance with the Plans and
Specifications for such Construction  Property and the Lease and this Agreement;

     NOW, THEREFORE,  in consideration of the foregoing,  and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are
hereby acknowledged, the parties hereto agree as follows:

                                    ARTICLE 1

                                   DEFINITIONS

     1.1   DEFINITIONS;  INTERPRETATION.  Capitalized terms used but not
otherwise defined in this Agreement shall have the meanings specified in
APPENDIX 1 to the Lease,  and the rules of  interpretation  set forth in
APPENDIX  1 to the Lease shall apply to this Agreement.

                                    Article 2

                  APPOINTMENT AND DUTIES OF CONSTRUCTION AGENT

     2.1   APPOINTMENT.  Pursuant to and subject to the terms and  conditions
set forth herein and in the Lease and the other Operative Documents, with
respect to each  Construction  Property,  the  Lessor  hereby  irrevocably
designates  and appoints the  Construction  Agent as its exclusive agent for the
construction of the  Improvements  in  accordance  with the  Plans and
Specifications  for such Property,  and  the  Construction  Agent  hereby
unconditionally   accepts  the designation and appointment as Construction
Agent.

     2.2   CONSTRUCTION  PROPERTIES.  Each Construction Property will be
subjected to the terms of this Agreement  upon the execution and delivery of a
Construction  Agency Agreement  Supplement on the Acquisition Date
therefor.

<Page>

     2.3   TERM.  This  Agreement  shall  commence  on the date  hereof  and
shall terminate:

           (a)    as to any particular Construction Property, upon the first to
occur of:

                  (i)  the  completion  of  the  Construction  of  such
Property, including completion of punch list items referred to in
SECTION 2.6(g);

                 (ii) payment by the Lessee of the Lease  Balance for such
Property and the expiration of the Lease Term for such Property in accordance
with the terms and conditions of the Lease;

                (iii) a Significant Casualty or a Significant  Condemnation with
respect to such Property as provided in SECTION 19.3 of the Lease; and

           (b) in its entirety, upon termination of this Agreement pursuant to
ARTICLE V.

     2.4   CONSTRUCTION  DOCUMENTS.  The Construction  Agent shall enter into
such agreements  with  architects  and  contractors as the  Construction  Agent
deems necessary or desirable for the completion of the  Construction  pursuant
hereto (the "CONSTRUCTION  DOCUMENTS");  PROVIDED,  HOWEVER,  that no such
Construction Document  shall limit or reduce in any way the  Construction
Agent's duties and obligations  under this  Agreement.  Contemporaneously
with the  execution  and delivery of the  Construction  Agency  Agreement
Supplement  for a Construction Property,  the  Construction  Agent will  execute
and deliver to the Lessor the Construction Documents Assignment.

     2.5   SCOPE OF AUTHORITY.

           (a)  Subject to the terms,  conditions,  restrictions  and
limitations set forth in the Operative Documents with respect to each
Construction Property, the Lessor hereby  expressly  authorizes  the
Construction  Agent,  or any agent or contractor of the Construction Agent,
and the Construction Agent unconditionally agrees, for the benefit of the
Lessor, to take all action necessary or desirable for  the  performance  and
satisfaction  of  all of the  Construction  Agent's obligations hereunder,
including:

                (i)  identify and assist with the  acquisition  of related
Improvements  in accordance  with the  terms  and  conditions  of the  Lease
and the  Plans  and Specifications for such Property;

                (ii) perform or cause to be performed all design and supervisory
functions and  all  engineering  work  related  to the  Construction  to be
performed  in connection with such Property;

                (iii)negotiate and enter into all contracts or arrangements to
procure the equipment  necessary to construct the  Improvements  to be
constructed  on such Property on such terms and  conditions as are customary and
reasonable in light of local standards and practices;

                (iv) obtain  or cause to be  obtained  all  necessary  permits,
licenses, consents,  approvals and other  authorizations,  including  those
required under Applicable  Law,  from  all  Governmental  Authorities  in
connection  with the Construction  to be  performed  in  connection  with such
Property and grant on behalf of the Lessor such  easements as are necessary or
appropriate  to effect such  Construction  or that  otherwise  would not have an
adverse  effect on the value of any Property;

                                       2
<Page>

                (v)  maintain all books and records with respect to the
Construction to be performed in connection with such Property; and

                (vi) perform  all of its  obligations  under  the  Construction
Documents relating to such Property and any other acts  necessary in  connection
with the acquisition  of  such  Property  and the  construction  and
development  of the Improvements in accordance with the Plans and Specifications
for such Property.

         (b)  Subject to the terms of this Agreement and the other Operative
Documents, the Construction Agent may execute any of its duties under this
Agreement by or through agents, contractors, subcontractors, employees or
attorneys-in-fact.

         (c)  Subject to the terms and  conditions  of this  Agreement  and the
other Operative  Documents,  the  Construction  Agent  shall  have sole and
exclusive management  and control over the  construction  means,  methods,
sequences  and procedures  with respect to the  Construction to be performed in
connection with such Property.

         (d)  Neither the  Construction  Agent nor any of its  Affiliates  or
agents shall enter into any contract which would,  directly or  indirectly,
impose any liability or  obligation  on the Lessor  arising out of the Lessee's
actions or failures to act for which the Lessor is not  indemnified by the
Lessee under the Lease or any of the other Operative Documents.

     2.6   COVENANTS OF THE  CONSTRUCTION  AGENT.  The  Construction  Agent
hereby covenants and agrees that it will,  with respect to each  Construction
Property subject to this Agreement:

           (a) promptly  commence the  Construction  of such  Property
following the Acquisition Date therefor and prosecute the Construction
diligently and without interruption  (subject only to delays caused by Force
Majeure Events) in accordance with the Plans and Specifications,  the other
Construction  Documents and all Requirements of Law and Insurance Requirements;

           (b) notify the Lessor in writing not less than five (5) Business Days
after the occurrence of each Force Majeure Event;

           (c) use its best efforts to minimize the disruption of and delays to
the construction process arising from Force Majeure Events;

           (d) comply with all Applicable Law (including Environmental Laws)
relating to such Property during Construction of the Improvements;

           (e) obtain, maintain and comply with the terms of all Governmental
Actions required for the Construction of the Improvements;

           (f) cause all Liens (including, without limitation, Liens or claims
for materials supplied or labor or services performed in connection with the
construction of the Improvements), other than Permitted Liens, to be discharged;

           (g) following the Substantial Completion of the Construction of such
Property, cause all outstanding punch list items with respect to such
Construction to be completed diligently and as promptly as practicable after the
date of Substantial Completion and, in any case, before the exercise of the
Remarketing Option for such Property;

                                       3
<Page>

           (h) use its best efforts to minimize or avoid damage or destruction
to the Improvements, prevent loss or deterioration to the materials stored at
the project site, and prevent injury to third Persons or property of third
Persons;

           (i) enter into an EPC Construction Contract or GC Construction
Contracts, as the case may be, for such Property which conform to the
requirements of the Lease and furnish true and correct copies thereof to the
Lessor at or before the time required by the Lease;

           (j) prepare or cause to be prepared and furnish to the Lessor at or
before the time required by the Lease true and correct copies of the Plans and
Specification and the Budget for such Property; and

           (k) not amend the Construction Documents (including the EPC
Construction Contract or the GC Construction Contract, as the case may be), the
Plans and Specifications or the Budget for such Property except as permitted by
SECTION 3.2.

     2.7   INSURANCE.

           (a) INSURANCE BY THE CONSTRUCTION AGENT. The Construction Agent shall
procure and maintain in full force and effect for each Construction Property
during the Construction Period for such Construction Property insurance policies
with insurance companies having a Best Insurance Reports rating of "A-" or
better and a financial size category of "IX" or higher at the time of policy
issuance with limits and coverage provisions as set forth below.

     GENERAL  LIABILITY  INSURANCE.  Liability  insurance on an occurrence basis
against  claims filed anywhere in the United States and occurring in anywhere
in the United States for the Construction  Agent's and Lessor's  liability
arising out of claims  for  personal  injury  (including  bodily  injury  and
death) and property damage.  Such insurance shall provide  coverage for
products/completed operations, blanket contractual, broad form property damage,
personal injury and independent  contractors,  with a $10,000,000  minimum
limit per  occurrence for combined bodily injury and property damage. A maximum
deductible or self-insured retention  of  $25,000  per  occurrence  shall be
allowed  with  respect to each Property.

     BUILDER'S RISK INSURANCE.  Property damage insurance on an "all risk" basis
insuring the Construction Agent the Lessor and the Construction  Agent, as
their interests may appear,  including coverage against loss or damage from the
perils of earth  movement  (including  earthquake,  landslide,  subsidence
and volcanic eruption),  flood,  and boiler and machinery  accidents,  and not
containing any exclusions other than those listed on EXHIBIT B.

                (i)  PROPERTY COVERED. The builder's risk policy shall provide
     coverage for (A) the buildings, structures, machinery, equipment,
     facilities, fixtures, supplies and other properties constituting a part of
     the Improvements, (B) property of others in the care, custody or control of
     the Construction Agent in connection with such Property, (C) all
     preliminary works, temporary works and interconnection works and (D)
     foundations and other property below the surface of the ground.

                (ii) ADDITIONAL COVERAGES. The builder's risk policy shall
     insure (A) the cost of preventive measures to reduce or prevent a loss in
     an amount not less than $2,000,000, (B) inland transit with sub-limits
     sufficient to insure the largest single shipment to or from any Property
     site from anywhere within North America, (C) attorney's fees, engineering
     and other consulting costs, and permit fees directly incurred in order to
     repair or replace damaged insured

                                       4
<Page>

     property in a minimum amount of $1,000,000, (D) expediting expenses
     (defined as extraordinary expenses incurred after an insured loss to make
     temporary repairs and expedite the permanent repair of the damaged property
     including the delayed startup coverage even if such expenses do not reduce
     the delayed startup loss) in an amount not less than $1,000,000, (E)
     off-site storage with sub-limits sufficient to insure the full replacement
     value of any property or equipment not stored on the Property site and in
     any event not less than the lower of $2,500,000 and 25% of the Maximum
     Lease Balance for such Property, (F) the removal of debris with a sub-limit
     not less than $1,000,000 and (G) pollution clean up and removal for a
     sub-limit not less than $50,000.

                (iii) SPECIAL CLAUSES. The builder's risk policy shall include
     (A) a 72 hour clause in the case of storms and no such limit in the case of
     flood and earthquake, (B) unintentional errors and omissions clause, (C) a
     requirement that the insurer pay losses within thirty (30) days after
     receipt of an acceptable proof or loss or partial proof of loss, (D) an
     other insurance clause making this insurance primary over any other
     insurance and (E) a clause stating that the policy shall not be subject to
     cancellation by the insurer without thirty (30) days written notice to the
     named insured and each additional insured (or ten (10) days notice, in the
     case of non-payment of premium).

                (iv) PROHIBITED EXCLUSIONS. The builder's risk policy shall not
     contain any (A) coinsurance provisions, (B) exclusion for loss or damage
     resulting from freezing or mechanical breakdown, (C) exclusion for loss or
     damage covered under any guarantee or warranty arising out of an insured
     peril or (D) exclusion for resultant damage caused by ordinary wear and
     tear, gradual deterioration, normal subsidence, settling, cracking,
     expansion or contraction, or faulty workmanship, design or materials.

                (v) SUM INSURED. The builder's risk policy shall (A) be on a
     completed value form, with no periodic reporting requirements, (B) insure
     100% of the completed insurable value of the Improvements, (C) value losses
     at replacement cost, without deduction for physical depreciation or
     obsolesce and (D) insure loss or damage from earth movement and flood with
     respect to each Property in an amount of not less than the Maximum Lease
     Balance for such Property minus the Land Acquisition Cost for such
     Property.

                (vi) DEDUCTIBLE. The builder's risk policy shall have no
     deductible greater than $25,000 per occurrence.

                (vii) DELAYED STARTUP INSURANCE. Delayed startup coverage
     insuring the Construction Agent the Lessor, as their interests may appear,
     covering all of the Lessor's costs and expenses (including ground rent, all
     Impositions and all Capitalized Interest and Capitalized Commitment Fees)
     incurred as a result of loss or damage insured by the builder's risk
     insurance resulting in a delay in completion of the Improvements beyond
     their anticipated date of completion. Such insurance shall (A) have a
     deductible of not greater than fifteen (15) days in the aggregate for all
     occurrences during the Construction Period with respect to each
     Construction Property, (B) have an indemnity period of not less than six
     (6) months, (C) include an interim payments clause allowing for the
     periodic payment of a claim pending final determination of the full claim
     amount, (D) cover loss sustained when access to any Construction Property
     site is prevented due to an insured peril at premises in the vicinity of
     such Property site, (E) cover loss sustained due to the action of a public
     authority preventing access to any Construction Property site due to
     imminent or actual loss or destruction arising from an insured peril at
     premises in the vicinity of such Property site, (F) not contain any form of
     a coinsurance provision or include a waiver of such provision and (G) cover
     loss sustained due to the accidental interruption or failure, caused by an
     insured peril, of supplies of electricity, gas, sewers, water or

                                       5
<Page>

telecommunication up to the terminal point of any utility supplier with
respect to any Construction Property site.

                (viii)   ENDORSEMENTS. All policies of liability insurance
     required to be maintained by the Construction Agent shall be endorsed
     as follows:

                     (A) To name the Lessor, the Trustee, FUNB (as defined in
                the Trust Agreement),  the Collateral Agent, the  Administrative
                Agent, the Lenders and the Equity Participants as additional
                insureds;

                     (B) To provide a severability of interests and cross
                liability clause except with respect to limits and deductibles;

                     (C) That the insurance shall be primary and not excess to
                or contributing with any insurance or self-insurance maintained
                by the Lessor.

                (ix) WAIVER OF SUBROGATION. The Construction Agent hereby waives
     any and every claim for recovery from the Lessor for any and all loss or
     damage covered by any of the insurance policies to be maintained under this
     Agreement to the extent that such loss or damage is recovered under any
     such policy. If the foregoing waiver will preclude the assignment of any
     such claim to the extent of such recovery, by subrogation (or otherwise),
     to an insurance company (or other person), the Construction Agent shall
     give written notice of the terms of such waiver to each insurance company
     has issued, or which may issue in the future, any such policy of insurance
     (if such notice is required by the insurance policy) and shall cause each
     such insurance policy to be properly endorsed by the issuer thereof to, or
     to otherwise contain one or more provisions that, prevent the invalidation
     of the insurance coverage provided thereby by reason of such waiver.

           (b) CONDITIONS.

                (i) ADJUSTMENT OF LOSSES. Losses, if any, with respect to any
     Improvements under any property damage policies required to be carried
     under this Agreement shall be adjusted with the insurance companies,
     including the filing of appropriate proceedings, as follows: (x) so long as
     no Construction Agency Agreement Event of Default shall have occurred and
     be continuing, and provided that the Construction Agent is required by the
     Operative Documents, or has agreed, to repair the damage to the relevant
     Construction Property, such losses shall be adjusted by the Construction
     Agent with the consent of the Lessor, and (y) if any Construction Agency
     Agreement Event of Default shall have occurred and be continuing, or if the
     Construction Agent is not required to, and has not agreed, to repair the
     damage to the relevant Construction Property, such losses shall be adjusted
     solely by the Lessor. The party which shall be entitled to adjust losses
     may appear in any proceeding or action to negotiate, prosecute, adjust or
     appeal any claim for any award, compensation or insurance payment and shall
     pay all expenses thereof. At such party's reasonable request, and at the
     Construction Agent's sole cost and expense, the Construction Agent, and the
     Lessor, as the case may be, shall participate in any such proceeding,
     action, negotiation, prosecution or adjustment. The parties hereto agree
     that this Agreement shall control the rights of the parties hereto in and
     to any such award, compensation or insurance payment affecting the relevant
     Construction Property during the Construction Period with respect thereto.

                (ii) APPLICATION OF INSURANCE PROCEEDS. All proceeds of
     insurance maintained pursuant to this SECTION 2.7 on account of any damage
     to or destruction of the Improvements or any part thereof shall be paid
     over to the Collateral Agent; PROVIDED that, except

                                       6
<Page>

                in the case of a Significant Casualty, if no Construction Agency
     Agreement Event of Default shall have occurred, such funds shall be held by
     the Collateral Agent in a segregated account and disbursed to the
     Construction Agent to effect the repair of such Property.

                (iii) ADDITIONAL INSURANCE. Any additional insurance obtained by
     the Construction Agent or the Lessor shall provide that it shall not
     interfere with or in any way limit the insurance described this SECTION 2.7
     or increase the amount of any premium payable with respect to any insurance
     described herein. The proceeds of any such additional insurance will be for
     the account of the party maintaining such additional insurance.

                (iv) CAPITALIZED PREMIUMS. All premiums and other costs and
     fees that are due and payable with respect to the insurance required
     hereunder shall be specifically itemized in the Budget prepared by the
     Construction Agent for each Construction Property and shall be paid from
     Fundings and capitalized and included in the Lease Balance for the
     Construction Property to which the required coverage applies.

                (v)  POLICY CANCELLATION AND CHANGE. All policies of insurance
     required to be maintained pursuant to this SECTION 2.7 shall be endorsed so
     that if at any time they are canceled, or their coverage is materially
     reduced (by any party including the insured) so as to affect the interests
     of the Lessor or the Collateral Agent, such cancellation or material
     reduction shall not be effective as to the Lessor and the Collateral Agent
     for sixty (60) days, except for non-payment of premium which shall be for
     ten (10) days, after receipt by the Lessor and the Collateral Agent of
     written notice from such insurer of such cancellation or reduction.

                (vi) MISCELLANEOUS POLICY PROVISIONS. All property damage and
     delayed startup insurance policies (A) shall not include any annual or term
     aggregate limits of liability or clause requiring the payment of additional
     premium to reinstate the limits after loss except for insurance covering
     the perils of flood and earth movement, (B) shall include the Lessor and
     the Collateral Agent as named insureds as their interests may appear, and
     (C) shall include a clause requiring the insurer to make final payment on
     any claim within thirty (30) days after the submission of proof of loss and
     its acceptance by the insurer.

                (vii)  SEPARATION OF INTERESTS. The builders risk policy shall
     insure the interests of the Lessor regardless of any breach or violation by
     the Construction Agent or any other Person of warranties, declarations or
     conditions contained in such policy or any act or omission or negligence of
     the Construction Agent or others.

                (viii)  ACCEPTABLE POLICY TERMS AND CONDITIONS. All policies of
     insurance required to be maintained pursuant to this SECTION 2.7 shall
     contain terms and conditions reasonably acceptable to the Lessor and the
     Administrative Agent.

                (ix)   WAIVER OF SUBROGATION. All policies of insurance to be
     maintained by the provisions of this SECTION 2.7 shall provide for waivers
     of subrogation in favor of the Lessor.

         (c)  EVIDENCE OF INSURANCE. On or before the Acquisition Date
with respect to each Construction Property and on an annual basis at least ten
(10) days prior to each policy anniversary, the Construction Agent shall furnish
the Lessor and the Administrative Agent with certificates of insurance or
binders, in a form acceptable to the Lessor and the Administrative Agent,
evidencing all of the insurance required by the provisions of this SECTION 2.7.
Such certificates of insurance/binders shall be executed by each insurer or by
an authorized representative of each insurer where it is not practical for such
insurer to execute the certificate itself. Such certificates of
insurance/binders shall identify underwriters, the type of

                                       7
<Page>

insurance, the insurance limits and the policy term and shall specifically list
the special provisions enumerated for such insurance required by this SECTION
2.7. Upon request, the Construction Agent will promptly furnish the Lessor and
the Administrative Agent with copies of all insurance policies, binders and
cover notes or other evidence of such insurance relating to the insurance
required to be maintained by the Construction Agent.

         (d)  REPORTS. Upon request of the Lessor, the Construction Agent shall
furnish the Lessor and the Administrative Agent with a certificate signed by a
representative of the risk management group of the Construction Agent stating
that the insurance then carried is in accordance with the terms of this SECTION
2.7. In addition, the Construction Agent will advise the Lessor and the
Administrative Agent in writing promptly of any default in the payment of any
premium and of any other act or omission on the part of the Construction Agent
which may invalidate or render unenforceable, in whole or in part, any insurance
being maintained by the Construction Agent pursuant to this SECTION 2.7.

         (e)  FAILURE TO MAINTAIN INSURANCE. In the event the Construction Agent
fails to take out or maintain the full insurance coverage required by this
SECTION 2.7, the Lessor, upon thirty (30) days' prior notice (unless the
aforementioned insurance would lapse within such period, in which event notice
should be given as soon as reasonably possible) to the Construction Agent of any
such failure, may (but shall not be obligated to) take out the required policies
of insurance and pay the premiums on the same. All amounts so advanced thereof
by the Lessor shall be deemed to be a Funding and shall be capitalized in the
Lease Balance of the relevant Construction Property.

         (f)  NO DUTY OF LESSOR TO VERIFY OR REVIEW. No provision of this
SECTION 2.7 or any provision of this Agreement shall impose on the Lessor, the
Collateral Agent or any other Person any duty or obligation to verify the
existence or adequacy of the insurance coverage maintained by the Construction
Agent, nor shall the Lessor or the Collateral Agent be responsible for any
representations or warranties made by or on behalf of the Construction Agent to
any insurance company or underwriter. Any failure on the part of the Lessor or
the Collateral Agent to pursue or obtain the evidence of insurance required by
this Agreement from the Construction Agent and/or failure of the Lessor or the
Collateral Agent to point out any non-compliance of such evidence of insurance
shall not constitute a waiver of any of the insurance requirements in this
Agreement.

     2.8   REPRESENTATIONS  AND WARRANTIES OF CONSTRUCTION  AGENT.  The
Construction  Agent hereby  represents and warrants to the Lessor as follows:

           (a) LEGAL DESCRIPTION OF LAND. Set forth on SCHEDULE I to each
Construction Agency Agreement Supplement is a true and correct description of
the Land with respect to the Construction Property described on such
Construction Agency Agreement Supplement.

           (b) BUDGET. The Budget for each Construction Property, as
amended from time to time in accordance with this Agreement, will (i) be
prepared with due care in accordance with prudent business practices and (ii)
show all costs and expenses that could reasonably be expected to be incurred to
effect the acquisition of the Land and the Construction of the Improvements
thereon (including contingencies, all ground rent payable during the
Construction Period under any Ground Lease, all Impositions in respect of the
Land and Improvements, all Transaction Expenses attributable to such Property
and all financing costs and premiums in respect of the required property damage
insurance coverage to be capitalized during the Construction Period for such
Property).

     2.9   INDEMNIFICATION DURING CONSTRUCTION PERIOD. The Lessee will
indemnify, protect, defend, save and hold harmless each Indemnitee pursuant to
ARTICLE XXVII of the Lease for all Claims and Impositions relating to any
Construction Property; PROVIDED, HOWEVER, that, notwithstanding anything to

                                       8
<Page>

the contrary in this Agreement or the other Operative Documents, during the
Construction Period for any Construction Property, the Lessee shall only be
required to indemnify, protect, defend, save and hold harmless such Indemnitee
pursuant to SECTION 27.1 and 27.3 of the Lease for Claims and Impositions
relating to a Construction Property to the extent such Claims or Impositions are
caused directly or indirectly by, or result directly or indirectly from, the
Construction Agent's actions or failure to act while in possession or control of
such Property. As used in this SECTION 2.9, "the Construction Agent's actions or
failure to act while in possession or control of such Property" includes any
action or failure to act on the part of the EPC Contractor, any other
subcontractors of the Construction Agent or any other Person permitted by the
Construction Agent to enter upon such property and, for purposes of this SECTION
2.9 the Construction Agent shall be deemed to be in possession and control of
such Property until the Lease Commencement Date for such Property.

                                    ARTICLE 3

                                THE IMPROVEMENTS

     3.1   CONSTRUCTION. The Construction Agent will cause the Improvements
located on each Construction Property to be constructed in accordance with the
Plans and Specifications for such Property, in compliance with all Requirements
of Law and Insurance Requirements, and otherwise in compliance with the
requirements of this Agreement, the Lease and the other Operative Documents.
The Construction Agent agrees that the Lease Balance with respect to any
Construction Property shall not exceed the Maximum Lease Balance
with respect to such Property.

     3.2   AMENDMENTS; MODIFICATIONS. The Construction Agent may, subject to the
conditions, restrictions and limitations set forth herein and in the other
Operative Documents, at any time during the term hereof revise, amend
or modify the Plans and Specifications, the Budget and/or the Construction
Documents in respect of any Construction Property without the consent of the
Lessor; PROVIDED that:

          (a)  the Lessor's prior written consent will be required (except
to the extent that such revision, amendment or modification constitutes a
Required Modification) if (i) such revision, amendment or modification would
result in the Substantial Completion of the Construction of such Property
occurring after the Outside Completion Date for such Property, (ii) the
aggregate effect of such revision, amendment or modification, when taken
together with any previous or contemporaneous revisions, amendments or
modifications, would be to reduce the Fair Market Sales Value of such Property
upon completion of the Construction of such Property or (iii) such revision,
amendment or modification would materially change the suitability of the
Improvements for such Property for the purposes contemplated by the Lease;

          (b)  the Construction Agent shall not terminate any Construction
Document, or modify any provision of any Construction Document requiring
retainage, construction bonds, set completion dates or fixed or guaranteed
maximum prices, without the prior written consent of the Lessor;

          (c)  the Construction Agent shall promptly furnish to the Lessor
copies of all revisions, amendments and modifications to the Plans and
Specifications, the Budget, the EPC Construction Contract or the GC Construction
Contracts and, if requested by the Lessor, all other revisions, amendments and
modifications to any of the other Construction Documents;

          (d)  if such revision, amendment or modification results in a
change to any item of the Budget, the Construction Agent shall prepare and
deliver an amended Budget showing all Estimated Improvement Costs (after giving
effect to such revision, amendment or modification); and

                                       9
<Page>

          (e)  the Lessor may not in any event revise, amend or modify the
Budget for any Construction Property to increase the total amount thereof to an
amount in excess of the Maximum Lease Balance for such Property.

     3.3   CASUALTY AND CONDEMNATION. If, with respect to any Construction
Property at any time prior to the Lease Commencement Date for such
Property, there occurs a Casualty or the Lessor or the Construction Agent
receives notice of a Condemnation, then, except as otherwise provided in ARTICLE
XIX of the Lease, in each case this Agreement shall continue in effect with
respect to such Property and the proceeds of any insurance received as a result
of such Casualty shall be made available to the Construction Agent as provided
in SECTION 2.7(B)(II).

     3.4   COST OVER-RUNS. In the event that the Lease Balance for any
Construction Property would exceed the Maximum Lease Balance for such Property,
the Lessor and the Lessee may agree to increase the Maximum Lease Balance for
such Property (and, if necessary, the Total Commitment) upon mutually acceptable
terms, PROVIDED that neither party shall have any obligation to agree to any
increase proposed by the other party.

                                    ARTICLE 4

                                PAYMENT OF FUNDS

     4.1   FUNDING OF PROPERTY IMPROVEMENTS COSTS.

          (a)  In connection with and during the course of the construction of
the Improvements, the Construction Agent may request that the Lessor advance
funds for the payment of Land Acquisition Costs and Property Improvements
Costs in respect of each Construction Property subject hereto, and the Lessor
will comply with such request to the extent of the Lessor's commitment provided
for under the Lease. The Construction Agent and the Lessor acknowledge and agree
that the Lessee's right to request funds and the Lessor's obligation to advance
funds for the payment of Land Acquisition Costs and Property Improvements Costs
for such Property is subject in all respects to the terms and conditions of the
Lease and each of the other Operative Documents.

          (b)  The proceeds of any funds made available to the Lessor to
pay Land Acquisition Costs and Property Improvements Costs for any Construction
Property shall be made available to the Construction Agent in accordance with
the Funding Request relating thereto, the terms of the Lease and, if applicable,
a disbursing agreement entered into between the Construction Agent, the Title
Company, the Lessee and the Lessor. The Construction Agent will use such
proceeds only to pay the Land Acquisition Costs and Property Improvements Costs
set forth in such Funding Request and only in accordance with the current Budget
for such Construction Property.

          (c)  The Construction Agent shall at all times cause to be and
remain vested in the Lessor's control any and all construction materials and
equipment not yet incorporated into any Construction Property for which funds
shall have been requested pursuant to this ARTICLE IV, and cause such title to
be and remain free of all Liens other than Permitted Liens.

          (d)  Notwithstanding anything to the contrary in this Agreement
or any other Operative Document, the Construction Agent shall not be required to
use its own funds (i) to repair or restore the effect of any Force Majeure
Event, Casualty or Condemnation during the Construction Period for any
Construction Property or (ii) to pay the cost of completing the Construction for
any Construction Property if the Lease Balance for such Property would exceed
the Maximum Lease Balance for such Property. During the Construction Period for
any Construction Property, (i) all charges and costs for

                                       10
<Page>

utilities and services, (ii) all Impositions (except for those Impositions for
which the Construction Agent is obligated to reimburse an Indemnitee pursuant to
SECTION 2.9) and (iii) all amounts payable under SECTION 32.3, 32.4 or 32.5 of
the Lease, in each case to the extent relating or allocable to such Property or
the Construction of the Improvements thereon, shall be paid by the Construction
Agent (or the Construction Agent shall be reimbursed therefor) from the
proceeds of Fundings.

                                    ARTICLE 5

                 CONSTRUCTION AGENCY AGREEMENT EVENTS OF DEFAULT

     5.1   CONSTRUCTION AGENCY AGREEMENT EVENTS OF DEFAULT. If any one or more
of the following events (each a "CONSTRUCTION AGENCY AGREEMENT EVENT OF
DEFAULT") shall occur:

          (a)  APPLICATION OF FUNDS. the Construction Agent fails to apply
any funds paid by the Lessor to the Construction Agent to the payment of the
appropriate Land Acquisition Costs and Property Improvements Costs; or

          (b)  SUBSTANTIAL COMPLETION. the Construction Agent shall fail to
cause the Substantial Completion of all Improvements for any Construction
Property on or before the Outside Completion Date for such Property; or

          (c)  PAYMENT. the Construction Agent shall fail to make payment
of (i) any Lease Balance or Construction Period Guaranteed Amount when due or
(ii) any other amount payable hereunder when due and such other amount shall not
be paid in full within three (3) Business Days after the due date therefor; or

          (d)  INSURANCE. the Construction Agent shall fail to maintain
insurance as required by SECTION 2.7; or

          (e)  OTHER COVENANTS. the Construction Agent shall fail to
observe or perform any term, covenant or condition of the Construction Agent
under this Agreement other than those described in SECTIONS 5.1(a) through (d)
hereof and, in each such case, such failure shall have continued for thirty (30)
days after the earlier of (i) delivery to the Construction Agent of written
notice thereof from the Lessor or (ii) a Responsible Employee of the
Construction Agent shall have knowledge that such failure, if not cured, will
constitute a Construction Agency Agreement Event of Default, PROVIDED, that no
Construction Agency Agreement Event of Default shall be deemed to occur if such
failure or breach cannot reasonably be cured within such period, so long as the
Construction Agent shall have promptly commenced the cure thereof and continues
to act with diligence to cure such failure or breach and in fact cures such
failure or breach within one hundred twenty (120) days; or

          (f)  IMPROVEMENTS. the Construction Agent shall cause or permit the
Improvements for any Construction Property to be constructed and equipped in a
manner which (i) violates in any material respect any Applicable Law or (ii)
deviates in any material respect from the Plans and Specifications for such
Property, and said violation remains uncured for a period of thirty (30) days
after the earlier of (i) delivery to the Construction Agent of written notice
thereof from the Lessor or (ii) a Responsible Employee of the Construction Agent
shall have knowledge that such failure, if not cured, will constitute a
Construction Agency Agreement Event of Default, PROVIDED, that no Construction
Agency Agreement Event of Default shall be deemed to occur if such failure or
breach cannot reasonably be cured within such period, so long as the
Construction Agent shall have promptly commenced the cure thereof and continues
to act with diligence to cure such failure or breach and in fact cures such
failure or breach within one hundred twenty (120) days; or

                                      11
<Page>

          (g)  REPRESENTATIONS AND WARRANTIES OF CONSTRUCTION AGENT. any
representation or warranty made by the Construction Agent in any Operative
Document to which it is a party or in any certificate or other document
delivered pursuant thereto shall prove to have been inaccurate in any material
respect at the time made or shall be breached in any material respect; or

          (h)  REPRESENTATIONS AND WARRANTIES OF GUARANTOR.any representation or
warranty made by the Guarantor in any Operative Document to which it is a party
or in any certificate or other document delivered pursuant thereto shall prove
to have been inaccurate in any material respect at the time made or shall be
breached in any material respect; or

          (i)  MAXIMUM LEASE BALANCE. if the Lease Balance for any Construction
Property at any time plus the Construction Agent's good faith estimate at such
time of the aggregate additional amount to be expended to achieve Substantial
Completion with respect to the Improvements for such Property (including
Capitalized Interest, Capitalized Commitment Fees, Transaction Expenses and all
other amounts to be capitalized for such Property) shall exceed the Maximum
Lease Balance for such Property (excluding any such excess resulting from an
amendment or change order to the Plans and Specifications and other Construction
Documents expressly and specifically agreed to by the Lessor); or

          (j)  CROSS-DEFAULT. the Construction Agent, the Guarantor or any
Subsidiary of the Guarantor (other than any Foreign Subsidiary Borrower) shall
default in the payment when due of any principal of or interest on any
Indebtedness having an aggregate outstanding principal amount of at least
$5,000,000; or any event or condition shall occur which results in the
acceleration of the maturity of any such Indebtedness of the Construction Agent,
the Guarantor or any Subsidiary of the Guarantor (other than any Foreign
Subsidiary Borrower) or enables (or, with the giving of notice or lapse of time
or both, would enable) the holder of any such Indebtedness or any Person acting
on such holder's behalf to accelerate the maturity thereof; or

          (k)  VOLUNTARY PROCEEDINGS. the Construction Agent or the Guarantor
shall commence a voluntary case or other proceeding seeking liquidation,
reorganization or other relief with respect to itself or its debts under any
bankruptcy, insolvency or other similar law now or hereafter in effect or
seeking the appointment of a trustee, receiver, liquidator, custodian or other
similar official of it or any substantial part of its property, or shall consent
to any such relief or to the appointment of or taking possession by any such
official in an involuntary case or other proceeding commenced against it, or
shall make a general assignment for the benefit of creditors, or shall fail
generally to pay its debts as they become due, or shall take any corporate
action to authorize any of the foregoing; or

          (l)  INVOLUNTARY PROCEEDINGS. an involuntary case or other proceeding
shall be commenced against the Construction Agent or the Guarantor seeking
liquidation, reorganization or other relief with respect to it or its debts
under any bankruptcy, insolvency or other similar law now or hereafter in effect
or seeking the appointment of a trustee, receiver, liquidator, custodian or
other similar official of it or any substantial part of its property, and such
involuntary case or other proceeding shall remain undismissed and unstayed for a
period of sixty (60) days; or an order for relief shall be entered against the
Construction Agent or the Guarantor under the federal bankruptcy laws as now or
hereafter in effect; or

          (m)  JUDGMENTS. (i) one or more judgments, orders, decrees or
arbitration awards requiring Construction Agent or Guarantor to pay an aggregate
amount of $5,000,000 or more (exclusive of amounts covered by insurance issued
by an insurer not an Affiliate of Guarantor) shall be rendered against
Construction Agent or Guarantor in connection with any single or related series
of transactions, incidents or circumstances and the same shall not be satisfied,
vacated or stayed for a period of sixty (60) consecutive days; or (ii) any
judgment, writ, assessment, warrant of attachment, tax lien or execution or
similar process shall be issued or levied against a substantial part of the
property of the Construction

                                       12
<Page>

Agent or Guarantor and the same shall not be released, stayed, vacated, or
otherwise dismissed within sixty (60) days after issue or levy; or

          (n) GUARANTY. an Event of Default (as defined therein) shall occur the
Guaranty; or

          (o)  REPUDIATION; INVALIDITY. the Construction Agent or the Guarantor
shall directly or indirectly contest the validity of this Agreement or the
Guaranty in any manner in any court of competent jurisdiction, or shall
repudiate, or purport to discontinue or terminate, this Agreement or the
Guaranty or this Agreement or the Guaranty shall cease to be a legal, valid and
binding obligation of the Construction Agent or the Guarantor or shall cease to
be in full force and effect against the Construction Agent or the Guarantor for
any reason (and in the event this Agreement or the Guaranty shall so cease to be
a legal, valid and binding obligation of the Construction Agent or the Guarantor
or cease to be in full force and effect against the Construction Agent or the
Guarantor, the Construction Agent or Guarantor, as the case may be, shall not
have taken all such actions necessary or desirable (in the reasonable opinion of
the Lessor and the Administrative agent and its counsel) to put the Lessor, the
Administrative Agent, the Collateral Agent, the Equity Participants and the
Lenders in the same position they would have enjoyed had this Agreement or the
Guaranty not ceased to be a legal, valid and binding obligation of the
Construction Agent or the Guarantor or ceased to be in full force and effect);
or

          (p) OWNERSHIP OF LESSEE. the Guarantor shall cease to own, directly or
indirectly, all of the issued and outstanding capital stock of the Lessee; or

          (q)  VOLUNTARY CHANGE OF CONTROL. an event described in clauses (a)
through (c) of the definition of Change of Control in the Iron Mountain Credit
Agreement (as in effect on the date hereof without regard to any subsequent
amendment, modification, waiver, supplement or termination of such credit
agreement) shall occur and, in the case of any event described in clauses (a) or
(b) of such definition, the Guarantor or its Board of Directors shall have
caused, consented to or failed to exercise rights available to it to prevent,
such event; or

          (r)  CESSATION OF CONSTRUCTION. the Construction Agent ceases
construction of the Improvements for any Construction Property after the
commencement thereof for a period in excess of sixty (60) days in the aggregate
as a result of the Construction Agent's actions or omissions (and not due to a
Force Majeure Event);

then, in any such event, the Lessor may, in addition to the other rights and
remedies provided for in this ARTICLE V but subject to SECTION 5.4, immediately
terminate this Agreement by giving the Construction Agent written notice of such
termination, and upon the giving of such notice, all rights of the Construction
Agent and all obligations of the Lessor under this Agreement shall cease. Upon
any such termination, the Construction Agent shall immediately pay to the
Lessor, as and for liquidated damages, an amount equal to the Lease Balance as
of the date of such payment for all Construction Properties for which the Lease
Term has not commenced (whereupon the Lessor shall convey title to such
Properties to the Construction Agent or its designee in accordance with ARTICLES
XXII and XXV of the Lease). Alternatively, the Lessor, with or without
terminating this Agreement and without waiving or releasing the Construction
Agent from any obligation or Construction Agency Agreement Event of Default, may
(but shall be under no obligation to) remedy any Construction Agency Agreement
Event of Default for the account of and at the sole cost and expense of the
Construction Agent. The Construction Agent shall pay upon demand all costs,
expenses, losses, expenditures and damages (including, without limitation,
reasonable attorneys' fees) incurred by or on behalf of Lessor in connection
with any Construction Agency Agreement Event of Default, together with interest
thereon at the Overdue Rate from the date on which such amounts are paid by the
Lessor until such amounts are paid in full by the Construction Agent.

                                       13
<Page>

     5.2   SURVIVAL. The termination of this Agreement pursuant to SECTION 5.1
shall in no event relieve the Construction Agent of its liability
and obligations hereunder which accrued prior to such termination, all of which
shall survive any such termination.

     5.3   REMEDIES CUMULATIVE; WAIVERS.

          (a)  If a Construction Agency Agreement Event of Default shall have
occurred and be continuing, the Lessor shall have, in addition to the rights and
remedies provided for in SECTION 5.1, all rights and remedies available under
the Operative Documents or available at law, equity or otherwise.

          (b)  No failure to exercise and no delay in exercising, on the part of
the Lessor, any right, remedy, power or privilege under this Agreement or under
the other Operative Documents shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege under this
Agreement preclude any other or further exercise thereof or the exercise of any
other right, remedy, power or privilege. The rights, remedies, powers and
privileges provided in this Agreement, including with particularity SECTION 5.1,
are cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.

     5.4   LIMITATION ON RECOURSE LIABILITY. Notwithstanding anything
contained herein or in any other Operative Document to the contrary, upon the
occurrence and during the continuance of a Construction Agency Agreement Event
of Default described in SECTION 5.1(b) or (i) (unless such default results from
the Construction Agent's fraud, misapplication of funds, illegal acts or willful
misconduct) and provided that no other Construction Agency Agreement Event of
Default has occurred and is continuing, the aggregate maximum recourse liability
of the Construction Agent to the Lessor or any Person claiming by, through or
under the Lessor in respect of any Construction Property for which the Lease
Term has not commenced shall be limited to the Construction Period Guaranteed
Amount with respect to such Property. The Construction Agent or any Person
designated by it may, within five (5) Business Days of receipt of notice of the
occurrence of such Construction Agency Agreement Event of Default, purchase all
but not less than all of such Construction Properties for the aggregate Lease
Balance with respect to such Properties. Any such purchase shall be made in
accordance with the procedures set forth in SECTION 25.1 of the Lease. If the
Construction Agent does not elect to purchase such Construction Properties, the
Lessor may do any of the following as it may elect in its sole discretion:

         (a)  offer to extend the Construction Period for any affected
Construction Property;

         (b)  terminate this Agreement with respect to any affected
Construction Property and complete the Improvements applicable thereto (and upon
completion of such Improvements the Lease Term with respect to such Property
shall commence); or

         (c)  require the Construction Agent to pay to the Lessor the
Construction Period Guaranteed Amount with respect to any Construction Property
for which the Lease Term has not commenced and to relinquish its interests in
such Construction Property and convey possession thereof to the Lessor or its
designee free and clear of all Liens (other than Lessor Liens) and in compliance
with all Environmental Laws, accompanied by an affidavit to the Lessor and the
Lessor's title insurer to such effect, whereupon the Lessor shall be entitled to
sell such Construction Property.

With regard to the Lessor's right to sell any Construction Property for which
the Lease Term has not commenced, the Lessor and the Construction Agent
acknowledge and agree that the Lessor shall be entitled to recover from such
sale proceeds the entire Lease Balance for such Property all accrued and unpaid
interest, yield and other costs and expenses of the Lessor incurred in
connection with such Property from and after the occurrence of the
applicable Construction Agency Agreement Event of

                                       14
<Page>

Default (including any costs incurred in connection with completion of the
Construction of the Improvements and/or any sale of such Property or any portion
thereof) and any other amounts then due and payable to the Lessor or any other
Person under the Operative Documents, and all amounts recovered in excess of
such amounts shall be for the account of the Construction Agent.

     5.5   INVOLUNTARY CHANGE OF CONTROL. If an Involuntary Change of Control
shall occur, then any Lender in its sole discretion may, not less than
ninety (90) and not more than one hundred twenty (120) days after such
occurrence, give a notice to the Administrative Agent, the other Lenders, the
Lessor and the Construction Agent stating that it does not approve of such
Involuntary Change of Control. If any Lender gives such notice, then
notwithstanding anything to the contrary in any of the Operative Documents, and
provided no Event of Default or Construction Agency Agreement Event of Default
has occurred: (a) the Construction Agent shall have the right to cause the
Lessor to exercise its right under the Credit Agreement to require such Lender
to assign, on or before the date (the "TAKEOUT DATE") which is ninety (90) days
after the date on which such notice is received by the Construction Agent, to
one or more assignees designated by the Construction Agent all (but not less
than all) of such Lender's rights and obligations under the Credit Agreement and
(b) if the Construction Agent does not arrange for such assignment by such date,
then on the Takeout Date the Construction Agent will pay to the Lessor for the
account of such Lender an amount equal to such Lender's share of the Lease
Balance of each Construction Property for which the Lease Term has not
commenced, in which case: (i) such Lender's unused Commitment shall be cancelled
and (ii) the Lease Balance and the Maximum Lease Balance for such Property shall
be reduced by an amount equal to the amount so paid by the Construction Agent.

                                    ARTICLE 6

                           NO CONSTRUCTION AGENCY FEE

     6.1   LEASE AS FULFILLMENT OF LESSOR'S OBLIGATIONS. All obligations, duties
and requirements imposed upon or allocated to the Construction Agent shall be
performed by the Construction Agent at the Construction Agent's sole cost
and expense, and the Construction Agent will not be entitled to, and the
Lessor shall have no obligation to pay, any agency fee or other fee or
compensation, and the Construction Agent shall not be entitled to, and the
Lessor shall have no obligation to make or pay, any reimbursement therefor,
it being understood that this Agreement is being entered into as consideration
for and as an inducement to the Lessor and the Construction Agent
entering into the Lease and the other Operative Documents.

                                    ARTICLE 7

                                  MISCELLANEOUS

     7.1   NOTICES. All notices, consents, directions, approvals, instructions,
requests, demands and other communications required or permitted
by the terms hereof to be given to any Person shall be given in writing in the
manner provided in, shall be sent to the respective addresses set forth in, and
the effectiveness thereof shall be governed by the provisions of, SECTION 34.4
of the Lease.

     7.2   SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
and inure to the benefit of the Lessor, the Construction Agent and their
respective successors and assigns.

     7.3   GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO CONFLICTS OF LAWS PRINCIPLES.

                                       15
<Page>

     7.4   AMENDMENTS, ETC. Neither this Agreement nor any provision
hereof may be amended, waived, discharged or terminated except by an instrument
in writing signed by the Lessor and the Construction Agent.

     7.5   COUNTERPARTS. This Agreement may be executed in any number
of separate counterparts and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.

     7.6   SEVERABILITY. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

     7.7   HEADINGS AND TABLE OF CONTENTS. The headings and table of
contents contained in this Agreement are for convenience of reference only and
shall not limit or otherwise affect the meaning hereof.

     7.8   NO RECOURSE. Notwithstanding anything contained herein to
the contrary, this Agreement has been executed on behalf of the Lessor by the
Trustee and in no event shall the Trustee have any liability for the
performance, breach or failure of the representations, warranties, covenants,
agreements or other obligations of the Lessor hereunder or under any other
Operative Document, as to all of which recourse shall be had solely to the
assets of the Lessor. For all purposes of this Agreement, in the performance of
any duties or obligations of the Lessor hereunder, or the taking of any action
by the Lessor, the Trustee shall be entitled to the benefits of the terms and
provisions of the Trust Agreement. Nothing contained in this SECTION 7.8 shall
be construed to limit the exercise or enforcement, in accordance with the terms
of this Agreement and any other documents referred to herein, of rights and
remedies against the Lessor or its Assets, or against the Lessee or any other
Person expressly undertaking obligations in connection with the transactions
contemplated hereby.

                                       16
<Page>

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

                                          IRON MOUNTAIN STATUTORY TRUST -- 2001,
                                             as Lessor


                                          By:    First Union National Bank,
                                                   not in its individual
                                                   capacity but solely as
                                                   trustee


                                          By: /s/ W. Jeffrey Kramer
                                             ----------------------------------
                                              Name:  W. Jeffrey Kramer
                                              Title: Vice President



                                          IRON MOUNTAIN RECORDS MANAGEMENT,
                                              INC.,
                                              as Construction Agent


                                          By: /s/ John P. Lawrence
                                              ----------------------------------
                                              Name:  John P. Lawrence
                                              Title: Vice President and
                                                     Treasurer

                                       17
<Page>

                                                                         ANNEX I
                                                TO CONSTRUCTION AGENCY AGREEMENT
                                       FORM OF CONSTRUCTION DOCUMENTS ASSIGNMENT

                        CONSTRUCTION DOCUMENTS ASSIGNMENT

         FOR VALUE RECEIVED, and to secure the performance by IRON
MOUNTAIN RECORDS MANAGEMENT, INC. (the "ASSIGNOR"), of all of its obligations
under that certain Master Lease and Security Agreement dated as of May 22, 2001
(the "LEASE") between the Assignor and Iron Mountain Statutory Trust -- 2001
(the "SECURED PARTY") and its other Liabilities (as defined below), the Assignor
does hereby quitclaim, sell, assign, transfer and set over unto the Secured
Party all of the Assignor's right, title and interest in and to the following
(referred to collectively herein as the "COLLATERAL"):

                (i)  all construction contracts relating to the Construction
         Property described in Lease Supplement No. ___ dated __________,
         200__ (collectively, the "CONSTRUCTION CONTRACTS");

                (ii)  all design services agreements pertaining to such
         Construction Property (collectively, the "ARCHITECT'S AGREEMENTS");

                (iii)  all plans, specifications and drawings of any and every
         kind heretofore or hereafter prepared for use in connection with
         such Construction Property (including, without limitation, the
         Plans and Specifications for such Property), and any supplements,
         amendments or modifications thereto (collectively, the "PLANS"); and

                (iv)  all building and other permits, licenses, approvals and
         other Governmental Actions which are necessary or useful to the
         commencement and completion of the Construction for such Construction
         Property, or otherwise relate to such Construction, heretofore or
         hereafter obtained or applied for by or on behalf of the Assignor or
         any architects, engineers or contractors working on any aspect of such
         Construction, and any deposits made in connection therewith
        (collectively, the "PERMITS");

         PROVIDED, HOWEVER, that the Secured Party shall have no obligation or
         liability of any kind under or with respect to the Construction
         Contracts, the Architect's Agreements, the Plans or the Permits, either
         before or after the Secured Party's exercise of any rights hereby
         granted to it, and the Assignor agrees to save and hold the Secured
         Party harmless from and against, and to indemnify the Secured Party
         for, any and all such obligations and liabilities, contingent or
         otherwise, including without limitation reasonable attorneys' fees and
         expenses incurred in connection therewith, except to the extent caused
         by the gross negligence or willful misconduct of the Secured Party.

         This Construction Documents Assignment shall inure to the
benefit of the Secured Party and its successors and assigns and shall be binding
upon the Assignor and shall continue in full force and effect until all
obligations, liabilities and indebtedness of any kind now or hereafter due the
Secured Party from the Assignor under or with respect to the Lease and any of
the other Operative Documents, or which are otherwise secured hereby, whether
now existing or hereafter arising or incurred (collectively, the "LIABILITIES"),
have been fully paid, performed and satisfied, and the Commitment has
terminated, at which time this Construction Documents Assignment will terminate.
The Secured Party will not exercise any of its rights hereunder until there
shall have occurred and be continuing a Construction Agency Agreement Event of
Default.

                                       I-1
<Page>

         For purposes of completing the Construction after any Construction
Agency Agreement Event of Default shall have occurred and be continuing,
the Secured Party may, at its option, further assign its right, title
and interest in the Collateral without the consent of the Assignor or any
contractor, architect or other design professional.

         This Construction Documents Assignment is a present, perfected
and absolute assignment; PROVIDED, HOWEVER, that the Secured Party shall not
have the right to undertake completion of the Construction of the Construction
Property referred to herein or directly to enforce the provisions of any
Construction Contract or any Architect's Agreement until a Construction Agency
Agreement Event of Default shall have occurred and be continuing. During the
continuance of any such Construction Agency Agreement Event of Default, the
Secured Party may, without affecting any other right or remedy available to it,
exercise its rights under this Construction Documents Assignment as provided
herein in any manner permitted by law. If any notice to the Assignor is required
by law, such notice shall be deemed commercially reasonable if given at least
ten (10) days prior to the date of intended action.

         This Construction Documents Assignment may be effectively
waived, modified, amended or terminated only by a written instrument executed by
the Secured Party and the Assignor. Any waiver by the Secured Party shall be
effective only with respect to the specific instance described therein. Delay or
course of conduct shall not constitute a waiver of any right or remedy of the
Secured Party.

         Capitalized terms used but not otherwise defined in this
Construction Documents Assignment have the respective meanings specified in
APPENDIX 1 to the Lease; and the rules of interpretation set forth in APPENDIX 1
to the Lease shall apply to this Construction Documents Assignment.

         THIS CONSTRUCTION DOCUMENTS ASSIGNMENT HAS BEEN DELIVERED IN,
AND SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES
THEREOF) APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH
STATE, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

         IN WITNESS WHEREOF, the undersigned has caused this Construction
Documents Assignment to be duly executed and delivered as of this ___ day of
_____________, 200__ by its proper and duly authorized officer.

                                          IRON MOUNTAIN RECORDS MANAGEMENT,
                                             INC.,
                                             as Assignor


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:

                                      I-2
<Page>

                                                                       EXHIBIT A
                                                TO CONSTRUCTION AGENCY AGREEMENT

           FORM OF SUPPLEMENT TO MASTER CONSTRUCTION AGENCY AGREEMENT

               SUPPLEMENT TO MASTER CONSTRUCTION AGENCY AGREEMENT

     SUPPLEMENT NO. ____ (this "SUPPLEMENT") to Master Construction Agency
Agreement dated as of _____________, 200__, between IRON MOUNTAIN STATUTORY
TRUST -- 2001 (the "LESSOR"), and IRON MOUNTAIN RECORDS MANAGEMENT, INC. (the
"CONSTRUCTION AGENT"). Capitalized terms used but not otherwise defined in this
Supplement have the respective meanings specified in APPENDIX 1 to the Lease
referred to below; and the rules of interpretation set forth in APPENDIX 1 to
the Lease shall apply to this Supplement.

                              W I T N E S S E T H:
                               - - - - - - - - - -

     WHEREAS, pursuant to the Master Lease and Security Agreement dated as of
May 22, 2001 (the "LEASE"), between the Lessor and Iron Mountain Records
Management, Inc., as lessee (the "LESSEE"), the Lessor and the Lessee have
entered into Lease Supplement No. ____ dated ___________, ____ pursuant to which
the Lessee has agreed to lease certain Construction Property from the Lessor;
and

     WHEREAS, subject to the terms and conditions of the Construction Agency
Agreement, the Lessor and the Construction Agent desire that the terms of the
Construction Agency Agreement apply to such Construction Property, more
particularly described in SCHEDULE 1, and wish to execute this Supplement to
provide therefor;

     NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto covenant and agree as follows:

     1.   The Construction Agent agrees to act as Construction Agent and to
perform its obligations under the Construction Agency Agreement in connection
with the completion of construction of the Improvements on the Land described in
SCHEDULE 1 in accordance with the Plans and Specifications and for such
Improvements.

     2.   This Supplement shall, upon its execution and delivery, constitute a
part of the Construction Agency Agreement.

Dated as of this ______ day of _______, 200__.

                                          LESSOR

                                          IRON MOUNTAIN STATUTORY TRUST-- 2001


                                          By:    First Union National Bank,
                                                 not in its individual capacity,
                                                  but solely as trustee


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:

                                    A-1
<Page>

                                          CONSTRUCTION AGENT

                                          IRON MOUNTAIN RECORDS MANAGEMENT,
                                             INC.

                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:

                                    A-2
<Page>

                                                                       EXHIBIT B
                                                TO CONSTRUCTION AGENCY AGREEMENT



                         ACCEPTABLE INSURANCE EXCLUSIONS


The builder's risk policy may provide that this policy does not insure:

         a)    against any fraudulent or dishonest act or acts
committed by the Insured or any of the Insured's employees with the manifest
intent to:

                i)  cause the Insured to sustain such loss; and

                ii) obtain financial benefit for the Insured's employee, or for
any other person or organization intended by the Insured or the employee to
receive such benefit, other than salaries, commissions, fees, bonuses,
promotions, awards, profit sharing, pensions, or other employee benefits earned
in the normal course of employment;

         b)     against the cost of making good defective design or
specifications, faulty material, or faulty workmanship; however, this exclusion
shall not apply to loss or damage resulting from such defective design or
specifications, faulty material, or faulty workmanship;

         c)     against errors in processing or manufacture of the
Insured's product unless a peril not otherwise excluded ensues and then this
policy shall cover for such ensuing loss or damage;

         d)     against ordinary wear and tear, gradual deterioration,
decay, erosion, corrosion, insects, rodents, inherent vice, latent defect, mold,
wet or dry rot unless a peril not otherwise excluded ensues and then this policy
shall cover for such ensuing loss or damage;

         e)     against normal settling, cracking, shrinking, bulging
or expansion of pavements, foundations, walls, floors, roofs or ceilings unless
a peril not otherwise excluded ensues and then this policy shall cover for such
ensuing loss or damage;

         f)     against accumulated effects of smog, smoke, vapor,
liquid or dust;

         g)     the release, discharge, dispersal, seepage, migration
or escape of pollutants except this policy will cover the release, discharge,
dispersal, seepage, migration or escape of pollutants only if proximately and
predominately caused by: fire; lightning; explosion; wind or hail; smoke;
aircraft or vehicles; riot or civil commotion; vandalism; leakage from fire
protective equipment; sinkhole collapse; volcanic action; breakage of glass;
falling objects; weight of snow, ice or sleet; water damage; sonic shock waves;
earthquake and/or flood.

                This exclusion shall not apply to loss or damage from resulting
fire, explosion, smoke, vehicles, riot or civil commotion, vandalism, leakage
from fire protective equipment, falling objects or water damage. However, this
Company shall be liable only for such resulting loss or damage.

         h)     against nuclear reaction, nuclear radiation, or radioactive
contamination, all whether controlled or uncontrolled, and whether such loss
be direct or indirect, proximate, or remote; or be in whole or in part caused
by, contributed to, or aggravated by the peril(s) insured against in this
policy; except if a covered peril ensues, liability is specifically assumed for
direct loss by such ensuing peril but

                                       A-3
<Page>

not including any loss due to nuclear reaction, nuclear radiation, or
radioactive contamination. This Company shall be liable for loss or damage
caused by sudden and accidental radioactive contamination including resultant
radiation damage for each occurrence from material used or stored or from
processes conducted on insured premises provided at the time of loss there
is neither a nuclear reactor capable of sustaining nuclear fission in a
self-supporting chain reaction nor any new or used nuclear fuel on the
insured premises;

         i)     against hostile or warlike action in time of peace or war,
including action in hindering, combating, or defending against an actual,
impending, or expected attack by any government or sovereign power (de jure or
de facto) or by any authority maintaining or using military, naval, or air
forces; or by military, naval, or air forces; or by any agent of any such
government, power, authority, or forces;

         i)     against any weapon employing atomic fission or fusion;

         ii)    against rebellion, revolution, civil war, usurped power, or
action taken by governmental authority in hindering, combating, or defending
against such occurrence;

         iii)   against seizure or destruction by order of public authority,
except destruction by order of public authority to prevent the spread of, or
to otherwise contain, control or minimize loss, damage or destruction which
occurs due to a peril insured against under this policy;

         iv)    against risks of contraband or illegal trade.

         Notwithstanding the above provisions, this insurance shall cover
loss or damage directly caused by acts committed by an agent of any government,
party, or faction engaged in war, hostilities, or warlike operations, provided
such agent is acting secretly and not in connection with any operation of armed
forces (whether military, naval, or air forces) in the country where the
property is situated. Nothing in the foregoing shall be construed to include any
loss, damage, or expense caused by or resulting from any of the risks or perils
excluded above, excepting only the acts of certain agents expressly covered
herein, but in no event shall this insurance include any loss, damage, or
expense caused by or resulting from any weapon or war employing atomic fission
or fusion whether in time of peace or war.

                                   A-4

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
