In executing this Restated Agreement, the parties have made appropriate adjustments regarding obligations with respect to tenant improvements, rents, taxes and other matters.  The parties agree that the adjustments they have made shall not be revisited, except that if any errors or omissions were made regarding the adjustments set forth below, the parties shall make the appropriate corrections promptly upon discovery, provided that the error or omission is discovered on or before April 30 in the calendar year following the year in which Close of Escrow occurs (the “ Final Adjustment Date ”).  Any error or omission not discovered within that period shall not be subject to adjustment.  The amount necessary to correct any adjustment that is to be corrected under the foregoing shall be paid in cash to the party entitled to the amount in question.  The parties’ obligations under this Section 12.1 shall survive the Close of Escrow.