Common use of Common Units to be Issued Clause in Contracts

Common Units to be Issued. (a) The Issuer and the Carlyle Holdings Partnerships covenant that all Common Units issued upon an Exchange will be validly issued. Nothing contained herein shall be construed to preclude the Issuer or Carlyle Holdings Partnerships from satisfying their obligations in respect of the exchange of the Carlyle Holdings Partnership Units by delivery of Common Units which are held in the treasury of the Issuer or the Carlyle Holdings Partnership or any of their subsidiaries. (b) The Issuer and the Carlyle Holdings Partnerships covenant and agree that, to the extent that a registration statement under the Securities Act is effective and available for Common Units to be delivered with respect to any Exchange, Common Units that have been registered under the Securities Act shall be delivered in respect of such exchange. In the event that any exchange in accordance with this Agreement is to be effected at a time when any required registration has not become effective or otherwise is unavailable, upon the request and with the reasonable cooperation of the exchanging Carlyle Holdings Limited Partners requesting such exchange, the Issuer and the Carlyle Holdings Partnerships shall promptly facilitate such exchange pursuant to any reasonably available exemption from such registration requirements. The Issuer shall list the Common Units required to be delivered upon exchange prior to such delivery upon each national securities exchange or inter-dealer quotation system upon which the outstanding Common Units may be listed or traded at the time of such delivery.