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) Hearing Date: 12/23/08 @ 2:00 p.m. EST Objection D/L: 12/21/08 @ 6:00 p.m. EST MARICOPA COUNTY TREASURERS NOTICE OF PERFECTED LIENS AND OBJECTION TO MOTION OF DEBTORS AND DEBTORS IN POSSESSION FOR ORDERS (I) ESTABLISHING AUCTION AND BID PROCEDURES FOR SALE OF DEBTORS INTERESTS IN THEIR REMAINING REAL PROPERTY LEASES; (II) APPROVING AND AUTHORIZING SALE OF LEASES TO WINNING BIDDERS FREE AND CLEAR OF ALL LIENS, INTERESTS, CLAIMS AND ENCUMBRANCES; AND (III) GRANTING RELATED RELIEF (DOCKET NO. 973) Maricopa County Treasurer (Maricopa County Treasurer) a secured creditor, by and through its undersigned counsel, hereby gives notice of its perfected statutory liens in accordance with A.R.S. 42-17153 (2007) and objects to the Motion of Debtors and Debtors in Possession for Orders (I) Establishing Auction and Bid Procedures for Sale of Debtors Interests in Their Remaining Real Property Leases; (II) Approving and Authorizing Sale of Leases to Winning Bidders Free and Clear of All Liens, Interests, Claims and Encumbrances; and (III) Granting Related Relief (Docket No. 973) (the Motion).

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). Maricopa County is entitled to have its tax liens on the property paid from the sale of which the funds***were derived and, to the extent necessary to discharge the debt secured by the lien, the proceeds of the sale of the property were withdrawn from or taken out of the assets of the estate. Brans v. City of Dallas, Texas, 217 F.2d 640 (5th Cir.1954). In Ingram v. Coos County, Or., the Court held that It follows therefore that appellees claim for taxes out of the proceeds of the bankrupts property sold to satisfy the tax lien, is entitled to priority over all other claims except the payment of the actual and necessary costs of the sale of the personal property upon which said taxes were assessed. Ingram v. Coos County, Or., 71 F.2d 889 (9th Cir. 1934).

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BASIS FOR OBJECTION The Motion indicates that the sale of the Leases 2 shall not include personal property, inventory, fixtures, trade fixtures, or other furnishings or equipment located at the leases premises, but then goes on to state that Debtors reserve the right to either sell such personal property to the Winning Bidder or to any other party, to abandon any or all of the personal property located at each of the leases premises, or to make such other arrangements as appropriate. The Motion fails to provide for payment of Maricopa Countys tax lien in the event personal property is sold to a Winning Bidder or any other party. WHEREFORE, Maricopa County respectfully requests that the Court deny the Motion or alternatively, direct Debtors to immediately pay Maricopa Countys secured personal property tax liens from the sale proceeds regarding the sale of personal property located in Maricopa County. Respectfully submitted this 18th day of December 2008.

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

Capitalized terms herein have the same meaning as defined in the Motion.

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CERTIFICATE OF SERVICE I hereby certify under penalty of perjury that on the 18th day of December 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 L. Katherine Good RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 N. King Street Wilmington, DE 19801 U.S. Trustee: OFFICE OF THE U.S. TRUSTEE 844 King St., Rm. 2207 Lockbox #35 Wilmington, DE 19899-0035 Miller Buckfire & Co., LLC 153 E. 53rd St., 22nd Floor New York, NY 10022 Attn: Stuart E. Erickson Counsel to DIP Agent: Otterbourg, Steindler, Houston & Rosen, P.C. 230 Park Avenue New York, NY 10169 Attn: Daniel Fiorillo, Esq. Hilco Real Estate, LLC One Northbrook Place 5 Revere Drive Northbrook, IL 60062 Attn: Mitch Kahn Mervyns Holdings, LLC 22301 Foothill Boulevard Hayward, CA 95541 Attn: David Robson

FTI Consulting One Front Street, Floor 16 San Francisco, CA 94111 Attn: Andrew Hinkelman

Morgan, Lewis & Bockius, LLP 101 Park Avenue New York, NY 10178 Attn: Neil E. Merna, Esq. Counsel to the Committee: Cooley Godward Kronish LLP 1114 Avenue of the Americas New York, NY 10036 Attn: Cathy Hershcopf, Esq.

Counsel to the Prepetition Second Lien Lenders: Kirkland & Ellis LLP 153 E. 53rd St. New York, NY 10022 Attn: Joshua Sussberg, Esq.

By /s/ Madeleine C. Wanslee

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