IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In Re: MERVYNS HOLDINGS, LLC,, et al., 1 Debtors.

Chapter 11 Case No. 08-11586 (KG) (Jointly Administered) Objection Deadline: September 18, 2008 at 4:00 p.m. Hearing Date: September 25, 2008 at 2:00 p.m.

MARICOPA COUNTY TREASURERS S NOTICE OF PERFECTED LIENS AND LIMITED OBJECTION TO MOTION OF DEBTORS AND DEBTORS IN POSSESSION FOR AN ORDER PURSUANT TO SECTIONS 105, 363, AND 365 OF THE BANKRUPTCY CODE AND BANKRUPTCY RULES 2002, 6004 AND 6006, APPROVING EXPEDITED PROCEDURES FOR THE REJECTION OR ASSUMPTION AND ASSIGNMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES (DOCKET NO. 331)

Maricopa County Treasurer (Maricopa County), a secured creditor, by and through its undersigned counsel, hereby files its (1) limited objection in response to Motion of Debtors and Debtors in Possession for an Order Pursuant to Sections 105, 363, and 365 of the Bankruptcy Code and Bankruptcy Rules 2002, 6004, and 6006, Approving Expedited Procedures for the Rejection or Assumption and Assignment of Executory Contracts and Unexpired Leases (Docket No. 331) (the Motion) and (2) notice that it claims perfected statutory liens in accordance with A.R.S. 42-17153 (2007).

The Debtors in these cases, along with the last four digits of their federal tax identification numbers are Mervyns Holdings, LLC (7931), Mervyns LLC (4456), and Mervyns Brands, LLC (8850).

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PERSONAL PROPERTY PARCELS Debtors have a 2008 tax liability of no less than $94,538.98 in connection with twelve parcel of property located in or around Phoenix, Arizona. More precise information, including the parcel number, amount due, store number, and situs address are detailed in the Exhibit A attached here and incorporation herein by this reference. Interest will accrue on these taxes at the statutory rate of 16% per annum, if not timely paid. The liens represent 2008 personal property tax liabilities. LIEN ANALYSIS Arizona law grants Maricopa County a valid lien that is prior and superior to all other liens and encumbrances on the property. See, A.R.S. 42-17153 (2007). Arizona law further provides that It is unlawful for the owner,to knowingly sell or transfer personal property or remove it from its location until the taxes on the property are paid. See, A.R.S. 42-19107(A) (2007). Further, so long as the taxed personal property is located in Maricopa Countys taxing district as of January 1, 2008, the taxes for the year 2008 are valid and not subject to proration, even in the event Debtor has the property for only a portion of the tax year 2008. See, Kenai Peninsula Borough v. Arndt, 958 P.2d 1101 and Seegmiller v. County of Nevada, 53 Cal. App. 4th, 1397. BASIS FOR OBJECTION Maricopa County objects to the Motion to the extent that the landlords are authorized to dispose of personal property located in Maricopa County that is abandoned by Debtors without further notice or court order and free of liability of such action for the

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reason that such provisions abrogates the rights and remedies granted to Maricopa County by Arizonas statutory tax scheme. The Motion does not direct that notice be provided to Maricopa County. As a creditor with a claim secured by this property, Maricopa County must specifically be served with all Notices contemplated under the Motion. Further, Maricopa County requests a more reasonable objection period to take action under any such Notices. A five (5) day notice is not enough opportunity for counsel to receive and analyze the notice, consult with the County Attorney, confer with Debtors counsel or the landlord, and get an objection on file if necessary. Accordingly, Maricopa County requests a notice period of at least ten (10) days to take any action provided for under the Motion. Finally, concerning the assumption and assignment of leases procedures, neither the Motion nor the Notice indicate whether personal property will be included in the sale. Maricopa County requests clarification of the extent of the property to be assigned. WHEREFORE, based on the foregoing, Maricopa County respectfully requests that the Court deny Debtors Motion to the extent that it seeks to permit the landlord to dispose of the personal property located in Maricopa County that is abandoned by Debtors, and further find that any personal property located in Maricopa County that is abandoned may be subject to Maricopa Countys statutory lien and that Maricopa County shall be authorized to pursue collection from any third party, including landlords receiving such personal property. Further, Maricopa County requests additional information and that a more reasonable response period be afforded creditors of the estate.

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Dated this 18th day of September 2008. Respectfully submitted,

GUST ROSENFELD P.L.C.

By/s/ Madeleine C. Wanslee #012590 Madeleine C. Wanslee, AZBA #012590 201 E. Washington Street, Suite 800 Phoenix, AZ 85004-2327 Telephone No. (602) 257-7430 Facsimile No. (602) 340-1538 Email: mwanslee@gustlaw.com

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CERTIFICATE OF SERVICE I hereby certify under penalty of perjury that on the 18th day of September 2008, I served by first class, postage prepaid mail, true and correct copies of the foregoing upon the following parties: Counsel for Debtors: Mark D. Collins Daniel J. DeFranceschi Christopher M. Samis L. Katherine Good RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 N. King Street Wilmington, DE 19801 and Howard S. Beltzer Neil E. Herman Wendy S. Walker MORGAN, LEWIS & BOCKIUS LLC 101 Park Avenue New York, NY 10178-0060 U.S. Trustee: OFFICE OF THE U.S. TRUSTEE 844 King St., Rm. 2207 Lockbox #35 Wilmington, DE 19899-0035 Counsel for Official Committee of Unsecured Creditors: Karen B. Skomorucha ASHBY & GEDDES, P.A. 500 Delaware Ave., 8th Fl. PO Box 1150 Wilmington, DE 19899

By /s/ Madeleine C. Wanslee

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