This Agreement shall automatically terminate, and no party shall have any rights or obligations hereunder and this Agreement shall become null and void and have no further force or effect with no liability on the part of any party hereto upon the earliest to occur of (a) the Closing, (b) the valid termination of the Master Combination Agreement in accordance with its terms and (c) at the option of any Stockholder, the execution or granting of any amendment, modification, change or waiver with respect to the Master Combination Agreement subsequent to the date of this Agreement without the consent of such Stockholder that (1) results in any material increase or material change in the form of any consideration paid thereunder by Giants, the Operating Partnership or their respective subsidiaries or (2) results in a material change in the property or assets contributed to, or in the businesses being merged into, Giants, the Operating Partnership or their respective subsidiaries not otherwise contemplated by the Master Combination Agreement in effect on the date hereof (any such date shall be referred to herein as the “ Termination Date ”). Nothing in this Section 5 shall relieve any party of liability for breach of this Agreement prior to the termination of this Agreement pursuant to its terms.