execution copy amendment, waiver, and termination of tax protection agreement ( magnolia glen — ena and jlco ) this amendment, waiver, and termination of tax protection agreement ( this “ agreement ” ) is made and entered into as may 28, 2015 by and among landmark apartment trust, inc., a maryland corporation ( the “ reit ” ), landmark apartment trust holdings, l. p., a virginia limited partnership ( the “ partnership ” ), elco landmark at birmingham management, llc, a delaware limited liability company ( the “ contributor ” ), elco landmark residential holdings llc, a delaware limited liability company ( “ elrh ” ), elco north america inc., a delaware corporation ( “ ena ” ), jlco, llc, a florida limited liability company ( “ jlco ” ) and the persons named on exhibit b hereto ( the “ jlco distributees ” ). whereas, the reit, the partnership, and the contributor are parties to a tax protection agreement, dated as of october 19, 2012 ( the “ original tpa ” ), in connection with the contribution by contributor to the partnership of its limited liability company interest in landmark grand at galleria, llc, a delaware limited liability company ( “ galleria llc ” ), in exchange for common partnership units of limited partnership interest in the partnership ( “ op units ” ) ; whereas, the contributor has previously distributed the op units to elrh, as its sole member, and elrh thereafter distributed the op units to its two members, ena and jlco and jlco thereafter distributed the op units it received to the jlco distributees, so that contributor, elrh, ena, jlco and the jlco distributees are “ protected partners ” ( as defined in the original tpa ) pursuant to the original tpa ; whereas, galleria llc has entered into a purchase and sale agreement and joint escrow instructions, dated january 28, 2015 ( the “ psa ” ), pursuant to which galleria llc would dispose of substantially all of its assets, including the residential community known as “ magnolia glen ” ( the “ magnolia glen transaction ” ) either in a taxable sale or, at galleria llc ’ s election, as part of a 1031 like - kind exchange ; whereas, if the magnolia glen transaction is consummated as a taxable sale, the partnership would become liable for certain payments ( the “ tax protection payments ” )