COVENANT OF THE COMPANY AND RA. So long as any Series B Preferred Units are outstanding, the Company and RA agree to (i) (a) maintain the one-to-one equivalence of a share of Common Stock and a Common Unit or (b) maintain the provisions set forth in the Partnership Agreement as of the date hereof regarding adjustments to the Conversion Factor (as such term is defined in the Partnership Agreement) and (ii) not issue any capital stock or other capital interest which would cause any capital interest in the Partnership to be senior to the Series B Preferred Units in respect of payment of distributions or distribution of assets, except as set forth in Section 7(b)(ii) herein.
