December 31, 1994 Uses in Accuracy of Exhibits Clause

Accuracy of Exhibits from Underwriting Agreement

THE MILLS CORPORATION, a Delaware corporation (the Company), and the sole general partner of The Mills Limited Partnership, a Delaware limited partnership (the Operating Partnership), proposes to issue and sell to Merrill Lynch, Pierce, Fenner & Smith Incorporated (Merrill Lynch), Morgan Stanley & Co. Incorporated (Morgan Stanley), Wachovia Capital Markets, LLC (Wachovia) and each of the other underwriters named in Schedule A hereto (collectively the Underwriters, which term shall also include any underwriter substituted as hereinafter provided in Section 9 hereof), for whom Merrill Lynch, Morgan Stanley and Wachovia are acting as representatives (in such capacity, the Representatives), an aggregate of 8,000,000 depositary shares each representing 1/100 of a share of the Companys 7.875% Series G Cumulative Redeemable Preferred Stock, par value $0.01 per share (the Firm Shares), to be issued under a deposit agreement (the Deposit Agreement) among the Company, EquiServe Trust Company, N.

Accuracy of Exhibits. There are no contracts or documents which are required to be described in the Registration Statement, the Prospectus or the documents incorporated by reference therein or to be filed as exhibits thereto which have not been so described and/or filed as required and the descriptions thereof or references thereto are correct in all material respects and no material defaults exist in the due performance or observance of any material obligation, agreement, covenant or condition contained in any such contract or document.