Although the Limited Partnership Agreement of KUE and the organizational documents of the General Partner permit the foregoing transfers and the General Partner has agreed with certain investors to approve such transfers, applicable Caymans Island law gives the General Partner full discretion to approve or disapprove transfers of Units in KUE. Nevertheless, if the General Partner does not approve a permitted transfer, the parties seeking tc effect such transfer may have a claim against the General Partner and KUE. 14.18. Co-Invest Right Prior to the Initial Listing, if KUE proposes to issue for cash any Units or securities convertible into Units, then KUE is required to offer to each Investor that is an accredited investor (as such term is defined in Regulation D) or is otherwise legally eligible to participate in the offering the right to purchase a pro rata portion of such securities. This purchase right does not apply to (i) the first 1.5 miilion Units (including such number of Units issued at the first closing of this offering) issued by KUE to Investors through March 31, 2007, (ii) any public offering of Units or other securities by KUE; (iii} any issuance of Units in connection with a merger, consolidation, transfer of assets or other business combination involving KUE {or its subsidiaries or joint ventures); {iv) any issuance of Units pursuant to any unit option plan, restricted unit plan or other benefit plan, the terms of which are approved by the General Partner, provided that the aggregate amount of all Units issued pursuant to this clause (iv) (which does not include any Profits Participation LP Units) shall not exceed 10% of all Units outstanding on a fully diluted basis on the date of such issuance without the approval of the Independent Committee and shall in no event exceed 20% of all Units outstanding on a fully diluted basis on the date of such issuance; (v) any issuance of Units in connection with any loan transaction and/or equipment lease, the t