Docket #5075 Date Filed: 7/6/2010

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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

Debtors.

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Chapter 11 Case Number 08-11586 (KG) Jointly Administered

RESPONSE OF USDR (CLM #2425 ) TO DEBTOR'S THIRTY-FOURTH OMNIBUS OBJECTION (DOCKET # 4999); DECLARATION OF NATHAN E. JONES; DECLARATION OF SERVICE

BACKGROUND United States Debt Recovery IV LLC, (USDR) a creditor via sale, and assignment of the claims of TMC Distribution Inc. (TMC) claim number 2425 responds to the debtors Thirty-Fourth Omnibus objection to claims as follows: 1. On July 29, 2008 (the Petition Date), Mervyns Holdings, LLC and its affiliated debtors (the Debtors) filed voluntary petitions in this Court for relief under chapter 11 of the Bankruptcy Code. 2. The Debtors continue to manage and operate their businesses as debtors in possession pursuant to Bankruptcy Code sections 1107 and 1108. 1

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3. On July 30, 2008, the Court appointed Kurtzman Carson Consultants LLC (KCC) as claims, noticing, and balloting agent for the Debtors in these chapter 11 cases. (Docket #22) 4. On December 15, 2008, this Court entered that certain Order Establishing Bar Date for Filing Post-petition Administrative Expense Claim Request and Approving the Form and Manner of Notice Thereof [Docket No. 1170]. The order set February 18, 2009 at the last date for filing claims that arose during the post-petition period.

The TMC Administrative Priority Claim. 5. On December 29, 2008, TMC timely filed its Proof of Administrative Claim with KCC. The TMC Claim asserts an administrative priority claim against Mervyns Holdings LLC and its estate (collectively, Mervyns) in the amount of $19,136.00. KCC docketed the TMC Claim as Claim No. 2425. The claim is based on 8 invoices, copies of which are attached hereto. 6. On or about January 28, 2010, TMC sold, transferred and assigned its claim to USDR. Pursuant to Bankruptcy Rule 3001(e)(2), notice was provided by the claims agent and following such notice USDR became the holder of the claim. Docket # 4531. 7. The debtor has filed its Thirty-Fourth Omnibus objection to various claims, including claim number 2425 held by USDR. The objection asserts that the debtor is unable to verify the claims according to its books and records and seeks to allow the claim at $9,568 as administrative priority. 2

8. USDR objects to the Thirty-Fourth Omnibus Objection and asserts that the claims are for materials purchased and delivered to the debtor both pre-petition postpetition. Additionally, true and correct copies of the 8 invoices and shipping are attached hereto. See Declaration of Nathan E. Jones. Documentation attached shows that $2,392 of the claim is general unsecured reflecting goods delivered prior to the 20 day administrative priority period of July 9, 2008 to July 28, 2008. Additionally, 3 invoices of $2,392 each indicate deliveries of goods to the debtors within 20 days of the petition and thus administrative priority under bankruptcy code section 503(b)(9). Finally, 4 invoices of $2,392 each reflect post-petition delivery of goods. Thus, the claim should be allowed as $2,392 general unsecured, $8,796 as administrative priority under section 503(b)(9) and $9,568 as administrative priority for post-petition delivery of goods. 9. USDR asserts the debtor is liable for the specific items it ordered pursuant to contracts, purchase order and under Quantum Meruit legal theories under California law. 10. The documentation and support for this administrative priority claim for goods sold and delivered to the debtor post petition are attached hereto. 11. The address and contact information for the person to which a reply or response should be submitted and the person with authority to reconcile, settle, or otherwise resolve the claim on behalf of claimant is: Nathan E. Jones, Esq. 940 Southwood, Suite 101 Incline Village, NV 89451 775 832-5250 3

775 832-2085 FAX nate@usdrllc.com

USDR requests that its counsel be permitted to appear telephonically in this case considering the modest amount of the claim. Counsel for USDR is a licensed attorney in good standing in the State of California, State Bar #99025, a member of the American Bankruptcy Institute and generally familiar with Bankruptcy law and procedures.

Respectfully Submitted,

/s/Nathan E. Jones____ Nathan E. Jones, (CA State Bar #99025) Attorney for United States Debt Recovery LLC PO Box 5241 Incline Village, Nevada 89450 775 832-5250 775 832-5085 FAX nate@usdrllc.com

DECLARATION OF NATHAN E. JONES: 1. I am an attorney at law, admitted to practice in the State of California, and most Federal Courts and all State Court in the State of California. I am in good standing and my State Bar number is 99025. I am a member of the American Bankruptcy Institute and generally familiar with Bankruptcy law and procedures.

2. I am the attorney for United States Debt Recovery LLC, a Nevada limited liability company. The facts stated in the Response of USDR to Debtors Thirty-Fourth Omnibus Objection to Claims are true of my own personal knowledge. Attached are copies of 8 invoices supporting claim number 2425. I declare under penalty of perjury that the foregoing is true and correct and that this declaration is executed on July 6, 2010 at Incline Village, Nevada.

/s/ Nathan E. Jones Nathan E. Jones

CERTIFICATE OF SERVICE I, Nathan E. Jones, hereby certify and declare under penalty of perjury that on the 6th day of July, 2010, a copy of the following documents were served: RESPONSE OF USDR (CLM #2425 ) TO DEBTOR'S THIRTY-FOURTH OMNIBUS OBJECTION (DOCKET # 4999); DECLARATION OF NATHAN E. JONES; DECLARATION OF SERVICE

By electronic notification through CM/ECF System for the United States bankruptcy Court for the District of Delaware and via overnigh for delivery by July 7, 2010 to:

Mark D. Collins Daniel J. DeFranceschi Christopher M. Samis Katisha D. Fortune RICHARDS LAYTON & FINGER P.A. One Rodney Squire 920 North king St. Wilmington Delaware 19801 Howard S. Beltzer Wendy S. Walker MORGAN LEWIS & BOCKIUS LLP 101 Park Ave. New York New York 10178-0060 Fax to 212 309-6001

I declare under penalty of perjury that the foregoing is true and correct and that this declaration is executed on July 6, 2010 at Incline Village, Nevada. /s/Nathan E. Jones Nathan E. Jones