Common use of Exchange Registration Clause in Contracts

Exchange Registration. (a) The Partnership shall use its commercially reasonable efforts to file with the SEC, prior to the time that Carlyle Holdings Partnership Units held by Covered Persons become available for exchange for Common Units pursuant to the terms of the Carlyle Holdings Partnership Agreements and the Exchange Agreement and cause to be declared effective under the Securities Act by the SEC promptly thereafter, one or more registration statements (the “Exchange Registration”) covering (i) the delivery by the Partnership or its subsidiaries, from time to time, to the Covered Persons of Common Units registered under the Securities Act in exchange for such Carlyle Holdings Partnership Units or (ii) if the Partnership determines that the registration provided for in clause (i) is not available for any reason, the registration of resale of such Common Units by the Covered Persons. (b) The Partnership shall be liable for and pay all Registration Expenses in connection with any Exchange Registration, regardless of whether such registration is effected. (c) Upon notice to each Covered Person participating in any Exchange Registration, the Partnership may postpone effecting a registration pursuant to this Section 2.1 for a reasonable time specified in the notice but not exceeding 120 days in the aggregate (which period may not be extended or renewed), if (i) the General Partner shall determine in good faith that effecting the registration would materially and adversely affect an offering of securities of the Partnership the preparation of which had then been commenced or (ii) the Partnership is in possession of material non-public information the disclosure of which during the period specified in such notice the General Partner believes in good faith would not be in the best interests of the Partnership.

Exchange Registration. (a) The Partnership shall use its commercially reasonable efforts to file with cause to be declared effective under the Securities Act by the SEC, prior to the time that Carlyle Blackstone Holdings Partnership Units held by Covered Persons become available for exchange for Common Units pursuant to the terms of the Carlyle Blackstone Holdings Partnership Agreements and the Exchange Agreement and cause to be declared effective under the Securities Act by the SEC promptly thereafterAgreement, one or more registration statements (the “Exchange Registration”) covering (i) the delivery by the Partnership or its subsidiaries, from time to time, to the Covered Persons of Common Units registered under the Securities Act in exchange for such Carlyle Blackstone Holdings Partnership Units or (ii) if the Partnership determines that the registration provided for in clause (i) is not available for any reason, the registration of resale of such Common Units by the Covered Persons. (b) The Partnership shall be liable for and pay all Registration Expenses in connection with any Exchange Registration, regardless of whether such registration is effected. (c) Upon notice to each Covered Person participating in any Exchange Registration, the Partnership may postpone effecting a registration pursuant to this Section 2.1 on up to three occasions during any period of six consecutive months for a reasonable time specified in the notice but not exceeding 120 days in the aggregate (which period may not be extended or renewed), if (i) the General Partner shall determine in good faith that effecting the registration would materially and adversely affect an offering of securities of the Partnership the preparation of which had then been commenced or (ii) the Partnership is in possession of material non-public information the disclosure of which during the period specified in such notice the General Partner believes in good faith would not be in the best interests of the Partnership.

Exchange Registration. (a) The Partnership Corporation shall use its commercially reasonable efforts to file with cause to be declared effective under the Securities Act by the SEC, prior to the time that Carlyle Blackstone Holdings Partnership Units held by Covered Persons become available for exchange for shares of Common Units Stock pursuant to the terms of the Carlyle Blackstone Holdings Partnership Agreements and the Exchange Agreement and cause to be declared effective under the Securities Act by the SEC promptly thereafterAgreement, one or more registration statements (the “Exchange Registration”) covering (i) the delivery by the Partnership Corporation or its subsidiaries, from time to time, to the Covered Persons of shares of Common Units Stock registered under the Securities Act in exchange for such Carlyle Blackstone Holdings Partnership Units or (ii) if the Partnership Corporation determines that the registration provided for in clause (i) is not available for any reason, the registration of resale of such shares of Common Units Stock by the Covered Persons. (b) The Partnership Corporation shall be liable for and pay all Registration Expenses in connection with any Exchange Registration, regardless of whether such registration is effected. (c) Upon notice to each Covered Person participating in any Exchange Registration, the Partnership Corporation may postpone effecting a registration pursuant to this Section 2.1 on up to three occasions during any period of six consecutive months for a reasonable time specified in the notice but not exceeding 120 days in the aggregate (which period may not be extended or renewed), if (i) the General Partner Board shall determine in good faith that effecting the registration would materially and adversely affect an offering of securities of the Partnership Corporation the preparation of which had then been commenced or (ii) the Partnership Corporation is in possession of material non-public information the disclosure of which during the period specified in such notice the General Partner Board believes in good faith would not be in the best interests of the PartnershipCorporation.