Except as otherwise expressly provided herein, all defined terms used in this Agreement shall have the same respective meanings as are provided for such defined terms in the Leases.  Insofar as the specific terms and provisions of this Agreement purport to amend or modify or are in conflict with the specific terms, provisions and exhibits of the Leases, the terms and provisions of this Agreement shall govern and control; in all other respects, the terms, provisions and exhibits of the Leases shall remain unmodified and in full force and effect.  Landlord and Tenant hereby agree that ( a ) this Agreement is incorporated into and made a part of each Lease, ( b ) any and all references to the Leases hereinafter shall include this Agreement and ( c ) the Leases and all terms, conditions and provisions of the Leases are in full force and effect as of the date hereof, except as expressly modified and amended hereinabove.     If either Landlord or Tenant brings an action or proceeding to enforce the terms hereof or declare rights hereunder, the Prevailing Party (as hereafter defined) in any such proceeding shall be entitled to reasonable attorneys ’ fees. The term “ Prevailing Party ” shall include, without limitation, a p arty who substantially obtains or defeats the relief sought.   Time is of the essence with respect to each and every time period described in this Agreement.