United States Uses in No Objection Clause

No Objection 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.

No Objection. If the Registration Statement or an offering of Shares has been filed with the NASD for review, the NASD shall not have raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements.