1 HOLLAND & KNIGHT LLP Anjuli B. Woods, SBN #10989 2 1801 California Street, Suite 5000 3 Denver, CO 80202 Telephone: (303) 974-6660 4 Facsimile: (303) 974-6659 5 Email: [email protected]

6 Andrew M. Cummings, SBN #14505 7 4675 MacArthur Court, Suite 900 Newport Beach, CA 92612 8 Telephone: (949) 833-8550 Facsimile: (949) 833-8540 9 Email: [email protected] 10 UNITED STATES DISTRICT COURT 11 DISTRICT OF NEVADA 12

13 FEDERAL TRADE COMMISSION, ) Case No. 24-CV-2163-GMN-MDC ) 14 Plaintiff ) ) HOLLAND & KNIGHT LLP’S 15 v. ) NOTICE OF MOTION AND ) 16 SUPERIOR SERVICING LLC, a ) EMERGENCY MOTION TO limited liability company; and ) WITHDRAW AS COUNSEL OF 17 ) RECORD FOR NON-PARTIES DENNISE MERDJANIAN, aka ) 18 Dennise Correa, individually and as ) STUDENT PROCESSING CENTER managing member of SUPERIOR ) GROUP LLC AND SPCTWO LLC 19 SERVICING LLC, ) ) 20 Defendants. ) ) 21 ) ) 22 ) ) 23 ) ) 24 ) ) 25 )

26 27 1 NOTICE OF MOTION AND EMERGENCY 2 MOTION TO WITHDRAW AS COUNSEL 3 TO THE COURT AND ALL PARTIES AND THEIR COUNSEL OF 4 RECORD, please take note that, pursuant to Nevada Local Rule LR IA 11-6(b) and 5 Rule 1.16 of Nevada Rules of Professional Conduct, Holland & Knight LLP, counsel 6 of record for non-parties Student Processing Center Group LLC and SPCTWO LLC 7 (collectively “Non-Party SPCs”) will, and hereby does, move for entry of an order 8 granting Holland & Knight leave to withdraw as counsel of Non-Party SPCs in this 9 case. 10 This Motion is based upon the Memorandum of Points and Authorities, 11 Declaration of Andrew M. Cummings (“Cummings Declaration”) filed concurrently 12 herewith, and any oral argument that the Court may allow. The instant Motion is 13 brought in good faith and not to hinder or delay the judicial process. 14 15 Date: December 23, 2024 Respectfully submitted, 16 HOLLAND & KNIGHT LLP 17

18 By: /s/ Andrew Cummings____

19 Anjuli B. Woods Andrew M. Cummings 20 Attorneys for Non-Parties Student Processing 21 Center Group LLC and SPCTWO LLC

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27 1 MEMORANDUM OF POINTS AND AUTHORITIES 2 I. STATEMENT OF FACTS 3 Holland & Knight LLP (“H&K”) was retained to represent the Non-Party 4 SPC’s with respect to a response to Plaintiff’s Temporary Restraining Order and 5 Motion for a Preliminary Injunction. The scope of the representation has ended. 6 Anjuli B. Woods, a partner at Holland & Knight, informed the principals of Non- 7 Party SPCs, David Hernandez and Eric Caldwell, of H&K’s desire to withdraw as 8 counsel of record. Non-Party SPCs do not object to H&K’s withdrawal. 9 II. LEGAL STANDARDS 10 District of Nevada Local Rule LR IA 11-6 governs attorney appearances, 11 substitutions, and withdrawals. It states the following:

12 LR IA 11-6. APPEARANCES, SUBSTITUTIONS, AND WITHDRAWALS (a) A party who has appeared by attorney cannot while so represented appear 13 or act in the case. This means that once an attorney makes an appearance on behalf of a party, that party may not personally file a document with the court; 14 all filings must thereafter be made by the attorney. An attorney who has appeared for a party must be recognized by the court and all the parties as 15 having control of the client's case, however, the court may hear a party in open court even though the party is represented by an attorney. 16 (b) No attorney may withdraw after appearing in a case except by leave of the court after notice has been served on the affected client and opposing counsel. 17 (c) A stipulation to substitute attorneys must be signed by the attorneys and the represented client and be approved by the court. Except where accompanied by 18 a request for relief under subsection (e) of this rule, the attorney's signature on a stipulation to substitute the attorney into a case constitutes an express 19 acceptance of all dates then set for pretrial proceedings, trial, or hearings, by the discovery plan or any court order. 20 (d) Discharge, withdrawal, or substitution of an attorney will not alone be reason for delay of pretrial proceedings, discovery, the trial, or any hearing in 21 the case. (e) Except for good cause shown, no withdrawal or substitution will be 22 approved if it will result in delay of discovery, the trial, or any hearing in the case. Where delay would result, the papers seeking leave of the court for the 23 withdrawal or substitution must request specific relief from the scheduled discovery, trial, or hearing. If a trial setting has been made, an additional copy 24 of the moving papers must be provided to the clerk for immediate delivery to the assigned district judge, bankruptcy judge, or magistrate judge. 25 26 In addition, Rule 1.16 of the Nevada Rules of Professional Conduct governs 27 the termination of representation. It states the following: 1 (a) Except as stated in paragraph (c), a lawyer shall not represent a client or, where representation has commenced, shall withdraw from the representation 2 of a client if: (1) The representation will result in violation of the Rules of 3 Professional Conduct or other law; (2) The lawyer's physical or mental condition materially impairs the 4 lawyer's ability to represent the client; or (3) The lawyer is discharged. 5 (b) Except as stated in paragraph (c), a lawyer may withdraw from representing a client if: 6 (1) Withdrawal can be accomplished without material adverse effect on the interests of the client; 7 (2) The client persists in a course of action involving the lawyer's services that the lawyer reasonably believes is criminal or fraudulent; 8 (3) The client has used the lawyer's services to perpetrate a crime or fraud; 9 (4) A client insists upon taking action that the lawyer considers repugnant or with which the lawyer has fundamental disagreement; 10 (5) The client fails substantially to fulfill an obligation to the lawyer regarding the lawyer's services and has been given reasonable warning 11 that the lawyer will withdraw unless the obligation is fulfilled; (6) The representation will result in an unreasonable financial burden on 12 the lawyer or has been rendered unreasonably difficult by the client; or (7) Other good cause for withdrawal exists. 13 (c) A lawyer must comply with applicable law requiring notice to or permission of a tribunal when terminating representation. When ordered to do 14 so by a tribunal, a lawyer shall continue representation notwithstanding good cause for terminating the representation. 15 (d) Upon termination of representation, a lawyer shall take steps to the extent reasonably practicable to protect a client's interests, such as giving reasonable 16 notice to the client, allowing time for employment of other counsel, surrendering papers and property to which the client is entitled and refunding 17 any advance payment of fee or expense that has not been earned or incurred. The lawyer may retain papers relating to the client to the extent permitted by 18 other law.

19 III. ARGUMENT 20 The Court should grant leave to withdraw because the legal standards for 21 withdrawal are easily satisfied in this instance. First, with respect to LR IA 11-6(b), 22 Holland & Knight has informed Non-Party SPCs of Holland & Knight’s intent to 23 withdraw as attorney of record in this matter. In addition, this motion has been served 24 on all parties of record. Second, with respect to LR 11-6(e), no delay of discovery, 25 trial, or any hearing in the case will result since Non-Party SPCs are not parties to 26 this case, have no pending discovery deadlines, have withdrawn all opposition to the 27 present Preliminary Injunction, and functionally have no further role in this case at 1 adequate grounds for withdrawal exist because withdrawal can be accomplished 2 without material adverse effect since Non-Party SPCs are not named in this case and 3 therefore have deadlines that could be jeopardized or prejudiced upon Holland & 4 Knight’s withdrawal. Fourth, Rule 1.16(c) is satisfied because, through this motion, 5 Holland & Knight is complying with the Court's rules and procedures for withdrawal. 6 Fifth, Rule 1.16(d) is satisfied because, again, Non-Party SPCs have no further role in 7 this case and thus there is no additional representation or need for replacement 8 counsel at this time in this matter. 9 The contact information for Non-Party SPC’s principals are as follows: 10 David Hernandez: 11 [email protected] 12 910 Glendora Mountain Rd 13 Glendora, California 91741 14 15 Eric Caldwell 16 [email protected] 17 110 Perspective 18 Irvine, California 92618 19 IV. CONCLUSION 20 For the foregoing reasons, Holland & Knight respectfully requests that the 21 Court enter an order granting Holland & Knight leave to withdraw as counsel of 22 record for Non-Party SPCs. 23 24 25 26 27 1 Date: December 23, 2024 Respectfully submitted, 2 HOLLAND & KNIGHT LLP 3

4 By: /s/ Andrew Cummings____

5 Anjuli B. Woods Andrew M. Cummings 6 Attorneys for Non-Parties Student Processing 7 Center Group LLC and SPCTWO LLC

8 9 IT IS SO ORDERED.The Court notes that the affected clients were served and that the motion was not opposed, so the Motion is granted per LR 7-2(d). 10 The Court cautions the non-parties for the record that entities cannot 11 appear pro-se in court. “A corporation may appear in federal court only through licensed counsel.” United States v. High 12 Broadcasting Co.,

, 1245 (9th Cir. 1993). 13 14 15 16 ___________________________ 17 Hon. Maximiliano D. Couvillier III United States Magistrate Judge 18 Dated: 1-7-25 19 20 21 22 23 24 25 26 27 1 PROOF OF SERVICE

2 Pursuant to FRCP 5(b), I certify that I am a representative of HOLLAND & KNIGHT that on this 23rd day of December, 2024, I caused the foregoing 3 HOLLAND & KNIGHT LLP’S NOTICE OF MOTION AND EMERGENCY MOTION TO 4 WITHDRAW AS COUNSEL OF RECORD FOR NON-PARTIES STUDENT 5 PROCESSING CENTER GROUP LLC AND SPCTWO LLC

6 to be served as follows:

7 ■ By electronic service via CM/ECF to all parties appearing in this case in accordance with FRCP and District Court Local Rules: 8 □ By First-Class United States Mail, postage prepaid upon the following Parties: 9 □ By Personal Service upon the following parties or their Counsel: 10 ■ By direct email upon the following Parties, for whom I did not receive, within a 11 reasonable time indication that the transmission was unsuccessful:

12 □ By fax or other means in accordance with FRCP 5(b)(2)(F) upon the following Parties, for which proof of successful transmission is attached hereto: 13 John R. O'Gorman Jarrod L. Rickard 14 Luis H Gallegos Semenza Rickard Law Reid Abram Tepfer 10161 Park Run Dr., Ste 150 15 Federal Trade Commission Las Vegas, NV 89145 1999 Bryan St., Suite 2150 Local Counsel for Receiver 16 Dallas, TX 75201 Attorneys for the Plaintiff 17 Edward G. Fates R. CHRISTOPHER READE, ESQ. 18 Alien Matkins Leck Gamble Mallory & Natsis LLP Nevada Bar No. 006791 600 West Broadway, 27th Floor P. ROWLAND GRAFF, ESQ. 19 San Diego, California, 92101-0903 Nevada Bar No. 015050 Pro Hac Vice Counsel for Receiver CORY READE DOWS & SHAFER 20 1333 North Buffalo Drive, Suite 210 Las Vegas, Nevada 89128 21 Attorneys for Defendants 22 DENNISE MERDJANIAN David Hernandez: Eric Caldwell 23 [email protected] [email protected] 910 Glendora Mountain Rd 110 Perspective 24 Glendora, California 91741 Irvine, California 92618

25 Principal of Non-Party SPCs Principal of Non-Party SPCs

26 (service via-email) (service via-email)

27 /s/ Philip Dobbs A Representative of 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