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Thomas J. Leanse (Cal Bar No. 084638) Brian D. Huben (Cal Bar No. 134354) Dustin P. Branch (Cal Bar No. 174909) KATTEN MUCHIN ROSENMAN LLP 2029 Century Park East, Suite 2600 Los Angeles, CA 90067-3012 Telephone: 310.788.4400 Facsimile: 310.788.4471 Attorneys for Creditors The Macerich Company, Watt Properties, Inc., and Prudential Insurance Company of America

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0811586080821000000000020

4Y

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: MERVYNS HOLDINGS, LLC, et al., Debtors.

) ) ) ) ) ) ) )

Chapter 11 Case No. 08-11586 (KG) VERIFIED STATEMENT PURSUANT TO FEDERAL RULE OF BANKRUPTCY PROCEDURE 2019

I, Dustin P. Branch, declare and state as follows: 1. I am an attorney licensed to practice law in the State of California and counsel with

the law firm of Katten Muchin Rosenman LLP ("Katten"). I have personal knowledge of the facts set forth herein and if called as a witness could and would competently testify thereto. 2. I, along with Thomas J. Leanse, a partner with Katten, are the attorneys primarily

responsible for representing the following creditors (the "Landlords") in connection with the above entitled case: (1) The Macerich Company, c/o Steve Spector, Esq., 401 Wilshire Blvd., Suite

700, Santa Monica, California 90401, Landlord and/or managing agent for the following shopping center locations: Arrowhead Town Center Bayshore Mall Brickyard Plaza Glendale, AZ Eureka, CA Salt Lake City, UT

VERIFIED STATEMENT PURSUANT TO FEDERAL RULE OF BANKRUPTCY PROCEDURE 2019 31453735_1

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Camelback Colonnade Centerpoint Mall Chula Vista Center Cottonwood Mall Crossroads Plaza Desert Sky Mall Fallbrook Mall Freestanding Location Galleria at South Bay Galleria at Sunset Goodyear Centerpointe Huntington Oaks Inland Center Janns Marketplace Jess Ranch Marketplace Lakewood Center Mall Layton Hills Mall Los Cerritos Center Mall Del Norte Mesa Mall Mervyns Plaza Midland Plaza Milpitas Town Center Montebello Town Center Mall at Northgate Newgate Mall Plaza 580 Santa Fe Place 2

Phoenix, AZ Oxnard, CA Chula Vista, CA Cottonwood, NM Calexico, CA Phoenix, AZ West Hills, CA Marysville, CA Redondo Beach, CA Henderson, NV Goodyear, AZ Monrovia, CA San Bernardino, CA Thousand Oaks, CA Apple Valley, CA Lakewood, CA Layton, UT Cerritos, CA Laredo, TX Grand Junction, CO Yuma, AZ Midland, TX Milpitas, CA Montebello, CA San Rafael, CA Ogden, UT Livermore, CA Santa Fe, NM

VERIFIED STATEMENT PURSUANT TO FEDERAL RULE OF BANKRUPTCY PROCEDURE 2019

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Somerville Town Center Southland Mall South Plains Mall South Towne Marketplace Stonewood Mall Sunland Park Mall Superstition Springs Tucson Mall Valley Fair Mall Valle Vista Mall Victor Valley Village Square II Washington Square Whittwood Mall Zinfandel Square

Antioch, CA Hayward, CA Lubbock, TX Sandy, UT Downey, CA El Paso, TX Mesa, AZ Tucson, AZ West Valley City, UT Harlingen, TX Victorville, CA Phoenix, AZ Petaluma, CA Whittier, CA Rancho Cordova, CA

Watt Properties, Inc., c/o Wendy Campbell, 2716 Ocean Park Blvd., Suite

3040, Santa Monica, CA 90405, Landlord and/or managing agent for the following shopping center location: Park Aliso Shopping Center Mission Viejo, CA

Prudential Real Estate Investors, c/o Daniel McKeever, 8 Campus Drive, 4th

Floor, Parsippany, NJ 07054, Landlord and/or managing agent for the following shopping center location: Florin Towne Center Sacramento, CA

The Landlords currently hold unsecured pre-petition claims, unsecured rejection

claims and/or post-petition administrative claims for unpaid rent and other charges. The full amount of each of the Landlords' claims is undetermined at this time. ///

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VERIFIED STATEMENT PURSUANT TO FEDERAL RULE OF BANKRUPTCY PROCEDURE 2019

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 them.

5.

The Landlords have all retained Katten to represent them with respect to their

interests in connection with the above captioned case. All parties are being billed on a monthly basis. All parties are aware of Katten's representation of other clients in this matter. 6. All of the Landlords have waived the conflict of interests that might exist between

I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. Executed this 21st day of August, 2008 at Los Angeles, California.

/s/ Dustin P. Branch Dustin P. Branch

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VERIFIED STATEMENT PURSUANT TO FEDERAL RULE OF BANKRUPTCY PROCEDURE 2019

1 2 3 4 5 6 7 8 9 10 11 12 13 14 Trustee 15 16 17 Via U.S. Mail Only 18 19 20 21 22 23 24 25 26 27 28 United States Trustee 844 King Street, Room 2207 Wilmington, DE 19899 Debtors Counsel Christopher M. Samis, Esq. Daniel J. DeFranceschi, Esq. Richards, Layton & Finger, P.A. One Rodney Square Wilmington, DE 19801 Fax: (302) 651-7701 E-mail: samis@rlf.com E-mail: defracischi@rlf.com STATE OF CALIFORNIA COUNTY OF LOS ANGELES ) ) )

PROOF OF SERVICE ss

I am a resident of the State of California, over the age of eighteen years, and not a party to the within action. My business address is Katten Muchin Rosenman LLP, 2029 Century Park East, Suite 2600, Los Angeles, CA 90067-3012. On August 21, 2008, I served the foregoing document described as VERIFIED STATEMENT PURSUANT TO FEDERAL RULE OF BANKRUPTCY PROCEDURE 2019 on the interested parties in this action by placing a true and correct copy of this document thereof, enclosed in a sealed envelope, addressed as follows: Debtor Mervyns Holdings, LLC 22301 Foothill Blvd. Hayward, CA 95541 Via U.S. Mail Only

(X) (BY MAIL) I am readily familiar with the firms practice of collection and processing correspondence for mailing. Under that practice it would be deposited with US. postal service on that same day with postage thereon fully prepaid at Los Angeles, California, in the ordinary course of business. I am aware that on motion the party served, service is presumed invalid if postal cancellation date or postage meter date is more than one day after date of deposit for mailing in affidavit. (BY ELECTRONIC MAIL) By transmitting electronically to the parties at the email (X) address indicated below. To the best of my knowledge the transmission was reported as complete and I did not receive a notice of failure of receipt of each such document I declare under penalty of perjury under the laws of the State of California that the above is true and correct and that I am employed in the office of a member of the bar of this court at whose direction the service was made. Executed on August 21, 2008, at Los Angeles, California. /s/ Donna Carolo Donna Carolo