Exhibit 4.13

OWNERSHIP LIMIT WAIVER AGREEMENT

THIS OWNERSHIP LIMIT WAIVER AGREEMENT (this "Agreement"), dated as of May 14, 2002, is entered into by and
among The Mills Corporation, a Delaware corporation (the "Company"), Kan Am Limited Partnership, a Delaware limited partnership
("KanAm"), and the affiliates of KanAm identified onSchedule 1hereto, as may be amended from
time to time as set forth herein (the "KanAm Affiliates"; collectively with KanAm, the "KanAm Group").

R E C I T A L S

A.    The
members of the KanAm Group have contributed in the past, and may contribute in the future, equity interests in various entities to the Company and its affiliates and
are partners with the Company and its affiliates in various joint ventures, and may in the future be partners with the Company and its affiliates in additional joint ventures (collectively, the
"Joint Ventures"), for the development, ownership and management of retail and entertainment centers.

B.    Pursuant
to the terms of the various limited partnership agreements (and any related agreements) governing the organization and operation of the Joint Ventures (the
"Joint Venture Agreements"), members of the KanAm Group currently hold and have the right to acquire, and in the future may hold and have an additional
right to acquire, a substantial number of units of limited partnership interest in The Mills Limited Partnership, a Delaware limited partnership and the operating partnership of the Company
("MLP"). The units of MLP now held or later acquired by members of the KanAm Group pursuant to the terms of the Joint Venture Agreements are referred to
hereinafter as the "Redeemable Units."

C.    Pursuant
to the terms of The Mills Limited Partnership Limited Partnership Agreement (the "MLP Agreement"), each member of
the KanAm Group, at its option, may redeem its Redeemable Units and receive in exchange therefor either the Company's common stock, par value $0.01 per share ("Common
Stock"), or cash, which form of redemption consideration shall be at the option of the Company, as the general partner of MLP. Under the terms of the MLP Agreement, the Company
may elect to assume and perform MLP's redemption obligations by redeeming the Redeemable Units for cash or shares of Common Stock. The shares of Common Stock that are issued from time to time upon the
redemption of the Redeemable Units are referred to hereinafter as the "Redemption Shares."

D.    Article XII
of the Company's Amended and Restated Certificate of Incorporation, as amended (the "Charter"),
contains a restriction prohibiting any Person other than an Existing Holder from Acquiring any shares of capital stock of the Company if, as a result of such Acquisition, such Person shall
Beneficially Own more than a specified percentage (currently set at 9.225%) of the value of the outstanding Capital Stock (the "Ownership Limit").

E.    Pursuant
to Section 12.11 of the Charter, the Company's Board of Directors may exempt a Person from the Ownership Limit under certain circumstances if the Board is
satisfied that conditions related to the Company's status as a "real estate investment trust" for federal income tax purposes would be met. Members of the Board on February 20, 2001 voted
unanimously in favor of granting an exemption to the Ownership Limit to the KanAm Holders and the Subsequent Holders pursuant to the terms set forth below.

A G R E E M E N T

1.    DEFINITIONS

Capitalized
terms used, but not otherwise defined, in this Agreement shall have the meanings given to them in the Charter.

"Acceptance Notice" shall have the meaning set forth inSection 5.1.2.

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"Affiliate" means any Person that controls, is controlled by, or is under common control with, another Person.

"Agreement" shall have the meaning set forth in the preamble.

"Bona Fide Offer" means an offer (i) made by one or more Persons who are financially capable of carrying out the terms of the offer
and who are neither a KanAm Holder, a member of the KanAm Group, a KanAm Affiliate nor employees or Affiliates of any of the foregoing, nor employees or Affiliates of the Company or MLP, nor any
person or entity described in Section 3.3(i) or (ii), (ii) in form legally enforceable against the Third Party Investor, and (iii) accompanied by a good faith deposit (to
the KanAm Holder or a bona fide escrow agent) equal to at least five percent (5%) of the proposed purchase price.

"Certificate" shall have the meaning set forth inSection 3.2.

"Charter" shall have the meaning set forth in paragraph D of the recitals.

"Common Stock" shall have the meaning set forth in paragraph C of the recitals.

"Company" shall have the meaning set forth in the preamble.

"Disqualification Event" means any event involving the ownership or deemed ownership of shares of the Company's capital stock (taking into
account the applicable attribution rules of the Code) if the consequences of such event would be the Company's failure to continue to qualify to be taxed as a "real estate investment trust" under the
applicable Code provisions.

"Joint Venture Agreements" shall have the meaning set forth in paragraph B of the recitals.

"Joint Ventures" shall have the meaning set forth in paragraph A of the recitals.

"KanAm" shall have the meaning set forth in the preamble.

"KanAm Affiliates" shall have the meaning set forth in the preamble. The KanAm Affiliates shall include any Affiliate of KanAm that
hereafter invests in a new or existing joint venture project sponsored by the Company and/or MLP if, and to the extent that, such Affiliate acquires or has the right to acquire Redeemable Units as a
result of such joint venture investment, subject to the condition that such Affiliate executes a counterpart of this Agreement and is added to Schedule 1hereto as a "KanAm Affiliate." An Affiliate
of KanAm who otherwise qualifies to become a KanAm Affiliate pursuant to the preceding
sentence shall have the right, upon written notice to the Company, together with such other information as the Company may reasonably request to confirm its eligibility therefor, and compliance with
the requirements ofSection 2.1, to become a signatory hereto and to be listed on Schedule 1hereto. The Company will cooperate in causing any
Affiliate of KanAm that qualifies as a KanAm Affiliate to become a signatory hereto
and listed onSchedule 1.

"KanAm Group" shall have the meaning set forth in the preamble.

"KanAm Holders" shall have the meaning set forth inSection 2.1.

"KanAm Insider" means any Person that controls, is controlled by or is under common control with any member of the KanAm Group. A Person
shall cease be a KanAm Insider for purposes of this Agreement at such time as such Person no longer controls, is controlled by or is under common control with any member of the KanAm Group. An
individual who is not actively involved on a regular and continuous basis in the affairs of one or more members of the KanAm Group shall not be considered a KanAm Insider for purposes of determining
whether, under the "provided that" clause in the penultimate sentence of Section 2.1, other KanAm Insiders and members of the KanAm Group are deemed to have complied with Article 5.

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"KanAm Investor" means any investor in one or more of the members of the KanAm Group, any direct or indirect equity owner in any such
investor, any family member of any such investor or equity owner who is a natural person, and any Person to whom any such investor, equity owner or family member transfers Redeemable Units and/or
Redemption Shares by will or pursuant to the laws of descent and distribution or by gift.

"Master Contribution Agreement" shall have the meaning set forth inSection 4.

"MLP" shall have the meaning set forth in paragraph B of the recitals.

"MLP Agreement" shall have the meaning set forth in paragraph C of the recitals.

"Ownership Limit" shall have the meaning set forth in paragraph D of the recitals.

"Ownership Limit Waiver" shall have the meaning set forth inSection 3.1.

"Person" means an individual, corporation, partnership, estate, trust (including a trust qualified under Code Section 401(a) or
Code Section 501(c)(17), but, if applicable, as modified by Code Section 856(h)(3) to apply to the beneficiaries in such trust), a portion of a trust permanently set aside for or to be
used exclusively for the purposes described in Code Section 642(c), association or private foundation within the meaning of Code Section 509(a), joint stock company or other entity and
also includes a group as that term is used for purposes of Section 12(d)(3) of the Securities Exchange Act of 1934, as amended; but does not include an underwriter which participates in a
public offering of capital stock for a period of no more than one hundred twenty (120) days following the purchase by such underwriter of the capital stock.

"Redeemable Units" shall have the meaning set forth in paragraph B of the recitals.

"Redemption Shares" shall have the meaning set forth in paragraph C of the recitals. The term Redemption Shares shall not in any
event include any Excess Shares or any shares of capital stock of the Company issued with respect to Excess Shares, whether pursuant to Section 12.4(e)(1) of the Charter or otherwise.

"Restricted Period" shall have the meaning set forth inSection 5.1.2.

"Right of First Refusal" shall have the meaning set forth inSection 5.1.2.

"Sale Notice" shall have the meaning set forth inSection 5.1.1.

"Solicited Offer" shall have the meaning set forth inSection 5.1.2.

"Solicited Transfer" shall have the meaning set forth inSection 5.1.1.

"Subsequent Holders" shall have the meaning set forth inSection 2.2.

"Third Party Investor" shall have the meaning set forth inSection 5.1.1.

"Transfer Limit" shall have the meaning set forth inSection 5.3.

"Unsolicited Offer" means a Bona Fide Offer made by a Third Party Investor for the purchase of Redeemable Units and/or Redemption Shares
that was not solicited by any KanAm Holder through the use of sales literature or other materials as part of a selling effort;provided, however, that any
offer made by a Third Party Investor during the ninety (90) day period after the date of a Sale Notice, whether or not actually
solicited, shall be deemed to be a Solicited Offer, and any acceptance thereof shall be governed by the provisions ofSection 5.1.

"Unsolicited Sale Notice" shall have the meaning set forth inSection 5.2.

"Unsolicited Transfer" shall have the meaning set forth inSection 5.2.

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2.    WAIVER OF THE OWNERSHIP LIMIT

2.1KanAm Holder Exemption."KanAm Holders" consist of members
of the KanAm Group, the KanAm Investors and the KanAm Insiders. Subject to the REIT limitations set forth inSection 3.1, the Company exempts
from the Ownership Limit (i) each KanAm Holder that is a signatory to this Agreement on the date hereof, effective as of the date of receipt by the Company of an executed Certificate from such
KanAm Holder, and (ii) any KanAm Holder that is not a signatory to this Agreement on the date hereof, effective as of the date of receipt by the Company of a counterpart signature page to this
Agreement in the form attached hereto and an executed Certificate from such KanAm Holder, but in the case of both clause (i) and clause (ii), (x) only with respect to and to the
extent of such KanAm Holder's Beneficial Ownership of all or any portion of the Redemption Shares, (y) only upon and subject to each such KanAm Holder's compliance with Section 3.2and
continued compliance with the covenants referred to therein and (z) with respect to any KanAm Holder, subject to
compliance withArticle 5by such KanAm Holder;provided, that members of the KanAm Group and
KanAm Insiders shall be deemed to comply withArticle 5only if each member of the KanAm Group
and each KanAm Insider complies withArticle 5. Each exempted KanAm Holder shall be listed on Schedule 2hereto, which shall be amended from time
to time;provided thatthe failure of the
Company to implement such amendments or otherwise to include a KanAm Holder onSchedule 2hereto shall not in any way limit or impair the rights
of a KanAm Holder who has made all of the deliveries provided for in the preceding sentence and otherwise continues to qualify for an exemption from the Ownership Limit thereunder.

2.2Subsequent Holder Exemption."Subsequent Holders" consist of
Persons who are not KanAm Holders and who Acquire Redemption Shares either (i) directly from one or more KanAm Holders or (ii) upon redemption of Redeemable Units directly acquired by
such Person from one or more KanAm Holders;provided thatin the case of clause (i), Redemption Shares purchased on the New York Stock Exchange
or other similar national market shall not fall within the scope hereof unless, within ten (10) days after the purchase thereof, the Person who purchased such Redemption Shares provides written
notice thereof to the Company, together with conclusive evidence satisfactory to the Company, in its reasonable discretion, demonstrating that in fact the shares in question are Redemption Shares and
were purchased directly from a KanAm Holder. Subject to the REIT limitations set forth inSection 3.1, the Company exempts from the Ownership
Limit each Subsequent Holder, effective as of the date of receipt by the Company of a counterpart signature page to this Agreement in the form attached hereto and an executed Certificate from such
Subsequent Holder in accordance withSection 3.2, but (i) only with respect to and to the extent of such Subsequent Holder's Beneficial
Ownership of all or any portion of the Redemption Shares described in the first sentence hereof, (ii) only upon and subject to such Subsequent Holder's compliance with Section 3.2and
continued compliance with the covenants referred to therein, and (iii) only if there shall not have occurred a Material
KanAm Default (as defined in the Master Contribution Agreement). Each exempted Subsequent Holder shall be listed onSchedule 3hereto, which
shall be amended from time to time,provided thatthe failure of the Company to implement such amendments shall not in any way limit or impair the
rights of a Subsequent Holder who has made all of the deliveries required of such Subsequent Holder in the first two sentences of this Section 2.2 and otherwise continues to qualify for an
exemption from the Ownership Limit thereunder and the other provisions of this Agreement, including without limitation Section 5.1.4 hereof. Notwithstanding anything to the contrary in this
Agreement, no Person who Acquires any Redemption Shares or any Redeemable Units in violation ofArticle Vshall qualify as a Subsequent Holder.

2.3Previously and Subsequently Acquired Shares.The exemption set forth in this Article 2shall apply only to
Redemption Shares and shall not apply to any other shares of capital stock of the Company Acquired or Beneficially
Owned by a KanAm Holder or a Subsequent Holder, irrespective of when Acquired;provided, however, thatin applying the Ownership Limit to any KanAm
Holder or

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Subsequent Holder at any time, any Redemption Shares Acquired or Beneficially Owned by such KanAm Holder or Subsequent Holder that, at the relevant time of determination, are exempt from the
Ownership Limit in the hands of such holder shall be disregarded in determining whether other shares of capital stock of the Company cause such holder to violate the Ownership Limit.

3.    LIMITATIONS AND OTHER MATTERS

3.1REIT Limitations.The exemption set forth in Article 2above (the "Ownership Limit
Waiver") shall not be effective if and to the extent that,
as a result of any Person's ownership of the Company's capital stock permitted by reason of the Ownership Limit Waiver, (i) any individual (within the meaning of Section 542(a)(2) of the
Code, determined taking into account Section 856(h)(3)(A) of the Code) would be considered to have Beneficial Ownership of the Company's stock, including by reason of attribution from a KanAm
Holder or a Subsequent Holder under Section 544(a) of the Code, that violates the Ownership Limit (determined without regard to any waiver otherwise granted pursuant to Article 2hereof), as
increased by the Board pursuant to Section 12.9 of the Charter; (ii) the Company would fail to qualify as a
"domestically-controlled REIT" within the meaning of Section 897(h)(2) of the Code; and/or (iii) the Company would be considered to own for purposes of Section 856(d)(2)(B),
applying the applicable constructive ownership rules, an interest in a tenant that is described in Section 856(d)(2)(B) of the Code. If the Ownership Limit Waiver is not effective as a result
of the operation of the preceding sentence, such Person shall be subject to all of the remedies set forth in Article XII of the Charter with respect to all capital stock of the Company that
such Person Beneficially Owns in excess of the Ownership Limit, including the automatic exchange of all Redemption Shares in excess of the Ownership Limit for Excess Stock in accordance with
Section 12.3(b) of the Charter. In no event shall any Person Acquire any shares of capital stock of the Company if, as a result of such Acquisition, the fair market value of the shares of
capital stock of the Company owned directly and indirectly (within the meaning of Section 897(h)(4)(B) of the Code) by Non-U.S. Persons would comprise 50% or more of the fair market
value of the issued and outstanding shares of capital stock of the Company.

3.2Delivery Requirements for Exemption.For the Ownership Limit Waiver to be effective with respect to any
Person, such Person must deliver to the Secretary of the Company prior to such Person's Acquisition of Redemption Shares, which Acquisition would cause such Person to Beneficially Own capital stock of
the Company in excess of the Ownership Limit, (i) an executed counterpart signature page to this Agreement, unless such Person is a signatory to this Agreement, and (ii) an executed
certificate of representations and covenants, the form of which is attached hereto asExhibit A("Certificate"). Any Person that delivers an executed Certificate shall be deemed to have made the representations and covenants set forth in such
Certificate. Each such Person's execution of this Agreement or a counterpart signature page shall evidence such Person's agreement that any violation of the representations and covenants set forth in
the Certificate or any attempted violation thereof will subject such Person to all of the remedies set forth in Article XII of the Charter with respect to all capital stock of the Company, if
any, held in excess of the Ownership Limit by such Person (determined without regard to the Ownership Limit Waiver), including the automatic exchange of all Redemption Shares in excess of the
Ownership Limit for Excess Stock in accordance with Section 12.3(b) of the Charter.

3.3Exceptions to Exemption.The Ownership Limit Waiver shall not be effective with respect to (i) 
Herbert S. Miller, his immediate family members, any entity controlled directly or indirectly by Mr. Miller, or any trust of which Mr. Miller is the trustee, grantor or beneficiary or
(ii) Richard Kramer, his immediate family members, any entity controlled directly or indirectly by Mr. Kramer, or any trust of which Mr. Kramer is the trustee, grantor or
beneficiary, or (iii) Simon Property Group, Inc. and its Affiliates with respect to any Redeemable Units and/or Redemption Shares acquired during 2002 and/or as the direct or indirect
result of negotiations initiated during 2002.

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3.4Limitation on Exemption.The following are additional limitations on exemption from the Ownership Limit:



3.5REIT Disqualification Limitation.Notwithstanding anything to the contrary in this Agreement or otherwise,
effective as of the date hereof, if at any time any Person's ownership or deemed ownership (taking into account the applicable attribution rules of the Code) of any Redemption Shares causes a
Disqualification Event to occur, such Person shall be subject to all of the remedies set forth in Article XII of the Charter with respect to all capital stock of the Company that such Person
Beneficially Owns, including the automatic exchange of all Redemption Shares in excess of the Ownership Limit for Excess Stock in accordance with Section 12.3(b) of the Charter.

4.    KANAM CONTRIBUTION

As
consideration for and as a condition to the Company's grant of the Ownership Limit Waiver to the Subsequent Holders, KanAm shall enter into a Master Contribution Agreement with MLP,
substantially in the form attached hereto asExhibit B(the "Master Contribution Agreement"),
simultaneously with the execution and delivery of this Agreement.

5.    THE COMPANY'S RIGHT OF FIRST REFUSAL

5.1Solicited Third Party Offers.



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5.2Unsolicited Third Party Offers.No KanAm Holder shall accept an Unsolicited Offer from a Third Party
Investor for the direct or indirect sale or other transfer of a number of Redeemable Units and/or Redemption Shares (i) in excess of the Transfer Limit or (ii) that, when aggregated with
all Redeemable Units and Redemption Shares sold or otherwise transferred by all KanAm Holders to all Third Party Investors during the previous twelve (12) month period, would exceed the
Transfer Limit (each sale or transfer pursuant to acceptance of such an Unsolicited Offer, an "Unsolicited Transfer"), except in compliance with the
provisions of thisSection 5.2. If a KanAm Holder shall desire to make an Unsolicited Transfer based upon the terms of an Unsolicited Offer that
the KanAm Holder is willing to accept, it shall promptly send notice to the Company in writing (the "Unsolicited Sale Notice"), which Unsolicited Sale
Notice shall be accompanied by a copy of the Unsolicited Offer. The Company thereafter shall have a period of ninety (90) days from the giving of the Unsolicited Sale Notice within which to
elect to purchase all, but not less than all, of the Redeemable Units and/or

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Redemption Shares that are the subject of the Unsolicited Offer at a price equal to that, and on the same terms as are, contained in the Unsolicited Offer (it being understood that if the price to be
paid pursuant to the Solicited Offer is based upon or limited by a formula, such formula shall apply for determining the price payable by the Company hereunder),provided
thatif the purchase price under the Unsolicited Offer is to be paid other than in cash, the same principles as set forth in Section 5.1.2shall apply. If the Company does
not elect to purchase such Redeemable Units and/or Redemption Shares within the ninety
(90) day period, then the KanAm Holder shall be at liberty, within a period of one hundred eighty (180) days after the last date upon which the Company could have elected to buy such
Redeemable Units and/or Redemption Shares, as above provided, to consummate the sale to the offeror at a price and upon terms not more advantageous to the offeror than the price and terms stated in
the original Unsolicited Offer. If, however, such sale to the offeror is not consummated within such one hundred eighty (180) day period, then any subsequent sale to any Third Party Investor
pursuant to an Unsolicited Offer shall again be subject to all of the requirements of thisSection 5.2(subject to the same exception as set
forth in the proviso at the end ofSection 5.1.2). All of the principles, rights and limitations set forth in Section 5.1.3also shall apply in
connection with any Unsolicited Offer or Unsolicited Transfer.

5.3"Transfer Limit."The Transfer Limit shall be the number of Redemption Shares equal to fifty percent (50%)
of the sum of (i) the aggregate number of Redemption Shares held by all KanAm Holders as of the date that is sixty (60) days prior to the date of the applicable Sale Notice or
Unsolicited Sale Noticeplus(ii) the aggregate number of Redemption Shares that would be issuable to the KanAm Holders if each KanAm Holder were
to redeem all of such KanAm Holder's Redeemable Units held as of the
date that is sixty (60) days prior to the date of the applicable Sale Notice or Unsolicited Sale Notice, and the Company were to elect to issue Common Stock in redemption of such Redeemable
Units. For purposes of determining whether any sale, transfer, proposed sale or proposed transfer exceeds the Transfer Limit, any such transfer of Redeemable Units shall be deemed to be and shall be
counted as a sale, transfer, proposed sale or proposed transfer, as the case may be, of the number of Redemption Shares that are or were receivable upon redemption of such Redeemable Units (assuming
the Company had elected to issue Common Stock upon redemption of such Redeemable Units) (i) as of the date of such transaction or (ii) if the transaction has not yet been consummated, as
of the date of the Sale Notice or Unsolicited Sale Notice relating to such transaction. Upon request from a KanAm Holder who is a party to this Agreement, the Company shall compute, based upon the
information reasonably available to it, the sum of the amounts described in clauses (i) and (ii) of the first sentence of this paragraph determined by reference only to KanAm Holders who
are parties to this Agreement at such time. The Company shall not be responsible for ascertaining information as to the ownership of Redemption Shares by any KanAm Holder who is not a party to this
Agreement, or for taking into account changes in the ownership of Redemption Shares by a KanAm Holder who is a party to this Agreement to the extent such KanAm Holder fails to provide to the Company
information with respect thereto in accordance with the normal processes established by the Company.

5.4Application to All KanAm Holders.ThisArticle 5shall apply to (and shall be construed taking into account) all KanAm Holders, whether or not such KanAm Holders are a party to this Agreement.

5.5Termination of Article 5.The rights of the Company under this Article 5with respect to any additional sales
or transfers of Redemption Shares and/or Redeemable Units shall terminate at such time as the
Transfer Limit is equal to or less than fifty percent (50%) of the Ownership Limit;provided thatthis termination shall not apply with respect to
subsequent transfers and/or sales proposed to be made by any KanAm Holder to any Subsequent Holder who would be considered to Beneficially Own Redemption Shares and/or Redeemable Units acquired,
directly or indirectly, from a KanAm Holder within twelve months prior to the termination of thisArticle 5if the Transfer Limit would have been

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greater than fifty percent (50%) of the Ownership Limit had such previously acquired Redemption Shares and/or Redeemable Units been treated as still held by a KanAm Holder.

6.    MISCELLANEOUS

6.1Restrictions on Transfer.In addition to the provisions hereunder, the provisions of the MLP Agreement,
including, without limitation, Sections 8.4 and 8.5 thereof, shall apply to any Transfer (as defined in the MLP Agreement) or proposed Transfer of the Redeemable Units.

6.2Notices.Any notices, consents, waivers or other communications required or permitted to be given under the
terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally, (ii) one business day after deposit with a nationally
recognized overnight delivery service, (iii) upon the earlier of the expiration of three days after deposit in United States post office facilities or acknowledgement of receipt, if delivered
or sent by registered or certified mail, postage prepaid, (iv) the date on the facsimile delivery confirmation slip if sent before 4:30 p.m. on a business day, otherwise, the date of the
next business day. The address for such communications shall be:

| | If to a KanAm Holder:    
| | -------------------------
| |                          
| | with a copy to:          
| |                          
| | If to the Company or MLP:
| |                          
| | with a copy to:          
| |                          

6.3Governing Law.All questions concerning the construction, validity and interpretation of this Agreement
shall be governed by and construed in accordance with the domestic laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision (whether of the State
of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

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6.4Counterparts.This Agreement may be signed by the parties in separate counterparts, each of which when so
signed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

6.5Estoppel Certificates.Upon written request from a KanAm Holder who is a party to this Agreement, the
Company shall provide a certificate, which certificate shall be limited to the actual knowledge of the Company, as to whether the requesting KanAm Holder is in compliance with all of its obligations
under this Agreement (and if not, which obligations are not currently being complied with). Such certificate shall be limited to matters that are within the actual knowledge of the Company at the time
such certificate is rendered, and a certificate provided pursuant hereto shall in no event release any KanAm Holder from liability for any breach of any its obligations under this Agreement, whether
or not the Company has knowledge of such breach.

[Remainder
of page intentionally left blank.
Signature pages follow.]

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IN WITNESS WHEREOF, each of the parties has caused this Ownership Limit Waiver Agreement to be signed by its duly authorized officer or
general partner as of the date set forth in the preamble hereof.

| | THE COMPANY                                                       
| | ------------------------------------------------------------------
| | The Mills Corporation,a Delaware corporation                      
| | By:                                                               
| | KANAM                                                             
| | Kan Am Limited Partnership,
a Delaware limited partnership        
| | By:                                                               
| |                                                                   
| | KANAM AFFILIATES                                                  
| | Kan Am Capital, Inc., a corporation                               
| | By:                                                               
| | East Coast Developments Limited Partnership,
a limited partnership
| | By:                                                               
| |                                                                   
| |                                                                   

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| | Kan Am USA V Limited Partnership   
| | -----------------------------------
| | By:                                
| |                                    
| |                                    
| | Kan Am USA VI Limited Partnership  
| | By:                                
| |                                    
| |                                    
| | Kan Am USA VII Limited Partnership 
| | By:                                
| |                                    
| |                                    
| | Kan Am USA VIII Limited Partnership
| | By:                                
| |                                    
| |                                    

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| | Kan Am USA IX Limited Partnership 
| | ----------------------------------
| | By:                               
| |                                   
| |                                   
| | Kan Am USA X Limited Partnership  
| | By:                               
| |                                   
| |                                   
| | Kan Am USA XI Limited Partnership 
| | By:                               
| |                                   
| |                                   
| | Kan Am USA XII Limited Partnership
| | By:                               
| |                                   
| |                                   

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| | Kan Am USA XIII Limited Partnership                        
| | -----------------------------------------------------------
| | By:                                                        
| |                                                            
| |                                                            
| | Kan Am Realty, Inc., a corporation                         
| |                                                            
| | Kan Am America Limited Partnership,
a limited partnership  
| |                                                            
| |                                                            
| | Kan Am Grundbesitz GmbH
Beteiligungsgesellschaft Germantown
| | By:                                                        
| | Kan Am US, Inc., a corporation                             
| | By:                                                        
| | Kan Am America, Inc., a corporation                        
| | By:                                                        

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COUNTERPART SIGNATURE PAGE

The undersigned[KanAm Holder / Subsequent
Holder](as defined in the hereinafter mentioned Ownership Limit Waiver Agreement) agrees to be bound by the terms of that certain Ownership
Limit Waiver Agreement, dated as of May 14, 2002, by and among The Mills Corporation, a Delaware corporation, KanAm Limited Partnership, a Delaware limited partnership
("KanAm"), and the affiliates of KanAm set forth onSchedule 1thereto, and has signed or has
caused to be signed on its behalf by its duly authorized officer or general partner this counterpart signature page to the Ownership Limit Waiver Agreement as of the date set forth below.

|[INSERT NAME OF KANAM HOLDER / SUBSEQUENT HOLDER]
|-------------------------------------------------
|                                                 
|Name:                                            
|Title:                                           
|Date:                                            

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