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KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39 TH FLOOR LOS ANGELES, CALIFORNIA 90067-6049 TELEPHONE: (310) 407-4000

LEE R. BOGDANOFF (State Bar No. 119542) JONATHAN S. SHENSON (State Bar No. 184250) DAVID M. GUESS (State Bar No. 238241) KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 Avenue of the Stars, 39th Floor Los Angeles, CA 90067 Telephone: (310) 407-4000 Facsimile: (310) 407-9090 Bankruptcy Counsel for Debtors and Debtors In Possession Debtors' Mailing Address 3411 N. Perris Blvd. Perris, CA 92571 National R.V. Holdings, Inc.'s Tax I.D. #XX-XXX-1079 National R.V., Inc.'s Tax I.D. #XX-XXX-5022

FILED & ENTERED JAN 04 2008

CLERK U.S. BANKRUPTCY COURT Central District of California BY mcdonald DEPUTY CLERK

UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA RIVERSIDE DIVISION In re NATIONAL R.V. HOLDINGS, INC., a Delaware corporation; NATIONAL R.V., INC., a California corporation, Debtors. Case No.: 6:07-17941-PC Chapter 11 Jointly Administered with Case No.: 6:07-17937-PC ORDER GRANTING APPLICATION FOR ORDER PURSUANT TO 28 U.S.C. 156(c) AUTHORIZING DEBTORS AND DEBTORS IN POSSESSION TO RETAIN OMNI MANAGEMENT GROUP, LLC (FORMERLY ROBERT L. BERGER AND ASSOCIATES) AS CLAIMS ADMINISTRATOR AND NOTICING AGENT OF THE BANKRUPTCY COURT No Hearing Required

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KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39 TH FLOOR LOS ANGELES, CALIFORNIA 90067-6049 TELEPHONE: (310) 407-4000

The Court has read and considered the Application for Order Pursuant to 28 U.S.C.

156(c) Authorizing Debtors and Debtors in Possession to Retain Omni Management Group, LLC (Formerly Robert L. Berger and Associates) As Claims Administrator and Noticing Agent of the Bankruptcy Court (the Application) that was filed on December 10,
2008 by National R.V. Holdings, Inc. and National R.V., Inc., the debtors and debtors in possession in the above-captioned cases (the Debtors). In the Application, the Debtor sought authority to retain Omni Management Group, LLC ("Omni") as claims administrator and

noticing agent of the Bankruptcy Court as of the commencement of these cases.

The Court has read and considered the Application, the notice of the Application, the Declaration of Brian K. Osborne in support of the Application, any other relevant papers filed in support thereof, and the record in these cases. Based upon this consideration, the Court finds that: (a) employment of Omni for the purposes set forth in the Application is in the best interests of the estates; (b) Omni is disinterested and does not hold or represent an interest adverse to the Debtors' estates in the matters upon which it is to be engaged; (c) notice of the Application was adequate and appropriate under the circumstances, and no other notice need be given; and (e) other good and sufficient cause exists for granting the relief requested by the Application. THEREFORE, IT HEREBY IS ORDERED THAT: 1. 2. The Application is GRANTED, as follows. The Debtors are authorized to retain and employ Omni as their claims

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administrator and noticing agent for the purposes set forth in the Application on the terms set
forth in the Application, as of the commencement of these cases, subject to the following: a. Omni shall maintain copies of all proofs of claim or interest at a location other than where the originals are maintained; b. The Clerk of the Court shall be entitled to inspect Omni's premises at any time; c. Omni shall audit the claims information periodically to satisfy the Clerk of Court that the claims information is being appropriately and accurately recorded in the Court's claims register;
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3.

d.

The Clerk of the Court shall be able to independently audit the claims information at any time.

As the Debtors' claims administrator and noticing agent, Omni shall provide the

following services:

(a)

Prepare and serve required notices in these chapter 11 cases, including: (1) (2) (3) (4) A notice of the claims bar date; Notices of objections to claims; Notices of any hearings on a disclosure statement and confirmation of a chapter 11 plan; and Such other miscellaneous notices as the Debtors or the Court may deem necessary or appropriate for an orderly administration of these chapter 11 cases;

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KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39 TH FLOOR LOS ANGELES, CALIFORNIA 90067-6049 TELEPHONE: (310) 407-4000

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Within ten business days after the service of a particular notice, file with the Clerk's Office an affidavit of service that includes (i) a copy of the notice served, (ii) an alphabetical list of persons on whom the notice was served, along with their addresses, and (iii) the date and manner of service; Maintain copies of all proofs of claim and proofs of interest filed in these cases; Maintain official claims registers in these cases by docketing all proofs of claim and proofs of interest in a claims database that includes the following information for each such claim or interest asserted: (1) The name and address of the claimant or interest holder and any agent thereof (if the proof of claim or proof of interest was filed by an agent); The date that the proof of claim or proof of interest was received by Omni and/or the Court; The claim number assigned to the proof of claim or proof of interest; and The asserted amount and classification of the claim;

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(2)

(4) (e)

Implement necessary security measures to ensure the completeness and integrity of the claims registers; Transmit to the Clerk's Office a copy of the claims registers as requested by the Clerk's Office; Maintain a current mailing list for all entities that have filed proofs of claim or proofs of interest and make such list available upon request to the Clerk's Office or any party in interest; Provide access to the public for examination of copies of the proofs of claim or 2

(g)

(h)

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KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39 TH FLOOR LOS ANGELES, CALIFORNIA 90067-6049 TELEPHONE: (310) 407-4000

proofs of interest filed in these cases without charge during regular business hours; Create and maintain a website to disseminate case information including proofs of claim or interest, proof of claim forms, claims registers, case documents, Court and professional contact information and all other information deemed appropriate by the Court and/or the Debtor; Record all transfers of claims pursuant to Bankruptcy Rule 3001(e) and provide notice of such transfers as required by Bankruptcy Rule 3001(e); Comply with applicable federal, state, municipal and local statutes, ordinances, rules, regulations, orders and other requirements; Provide temporary employees to process claims, as necessary; Promptly comply with such further conditions and requirements as the Clerk's Office or the Court may at any time prescribe; and Provide such other claims processing, noticing and related administrative services as may be requested from time to time by the Debtors. In addition to the foregoing and to the extent so requested, Omni shall assist

(j)

(l) (m)

4.

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the Debtors with, among other things, (a) preparation of their Schedules, and any amendments thereto, (b) the preparation and maintenance of the Debtors' master creditor list, (c) the preparation, mailing and tabulation of ballots for the purpose of voting to accept or reject a chapter 11 plan, and (d) the preparation of the Debtors' monthly operating reports.
5. The Debtors are authorized to pay Omni's fees and expenses as set forth in the

Application without the necessity of Omni filing fee applications with this Court. 6. The fees and expenses of Omni incurred in the performance of the above services

shall be treated as an administrative expense of the Debtors' estates and shall be paid by the Debtors on a monthly basis following the tenth (10th) calendar day after each monthly invoice has been served on the Debtors, the Office of the United States Trustee (the "United States

Trustee"), counsel to Wells Fargo Bank, N.A. ("Wells Fargo ") and counsel to the Official Committee of Creditors Holding Unsecured Claims (the "Committee"), unless Omni is advised, within that ten-day period, that the Debtors, the United States Trustee, Wells Fargo or the Committee object to such invoice, in which case the objecting party will schedule a hearing before the Court to consider the disputed invoice. In such case, the Debtors will remit to Omni only the undisputed portion of the invoice and, if applicable, will pay the
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KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39 TH FLOOR LOS ANGELES, CALIFORNIA 90067-6049 TELEPHONE: (310) 407-4000

remainder to Omni upon the resolution of the disputed portion or as ordered by the Court.
Presented By:

/s/ David M. Guess DAVID M. GUESS, an Attorney with KLEE, TUCHIN, BOGDANOFF & STERN LLP Proposed Bankruptcy Counsel for Debtors and Debtors in Possession
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DATED: January 4, 2008 United States Bankruptcy Judge

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KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39 TH FLOOR LOS ANGELES, CALIFORNIA 90067-6049 TELEPHONE: (310) 407-4000

PROOF OF SERVICE I declare that I am over eighteen years of age and that I am not a party to this action. My business address is 1999 Avenue of the Stars, Thirty-Ninth Floor, Los Angeles, California 90067-6049. On January 4, 2008, I served a true and correct copy of the following document(s) on the parties indicated on the attached list by using the method indicated below: REQUEST FOR SPECIAL NOTICE AND SERVICE OF PAPERS o By Facsimile Machine: I personally caused the above-referenced document(s) to be transmitted to the person(s) and at the telecopy number(s) indicated on the attached list. I confirmed that the intended recipient received the transmission either: o o o By reviewing the transmission report(s) that the facsimile machine generated; or By contacting the recipient(s) by telephone at the telephone number(s) number indicated on the attached list.

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By Electronic Mail: The above-referenced documents were transmitted to the persons at the email addresses indicated on the attached list. By First-Class Mail: I am readily familiar with the business practice of collection and processing of correspondence for mailing with the United States Postal Service. I know that the document(s) listed above was deposited with the United States Postal Service on the same day this declaration was executed in the ordinary course of business. I know that the above-referenced document(s) were placed into the envelopes, the envelopes were sealed and addressed as set forth on the attached list and, with postage thereon fully prepaid, the envelopes were placed for collection and mailing on this date, following ordinary business practices, in the United States mail at Los Angeles, California. By Overnight Courier: I caused the above-referenced document(s) to be delivered by overnight courier service for delivery as indicated on the attached list.

I declare that I am employed in the office of a member of the bar of this Court at whose direction the service was made and that this declaration was executed at Los Angeles, California on January 4, 2008. I declare under penalty of perjury that the foregoing is true and correct. /s/ David M. Guess David M. Guess

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KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39 TH FLOOR LOS ANGELES, CALIFORNIA 90067-6049 TELEPHONE: (310) 407-4000

Service List for Entered Order

SERVED ELECTRONICALLY

Office of the U.S. Trustee Attn: Timothy J. Farris, Esq. 3685 Main St. Suite 300 Riverside, CA 92501 Facsimile: (951) 276-6973

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