Except as set forth in the SUN SEC Documents, there is no action, suit, or proceeding pending (including any investigation, litigation or inquiry) or, to SUN’s knowledge, contemplated or threatened against or affecting any of the SUN Parties or any of their respective officers, directors, properties or assets, which (a) questions the validity of the Basic Documents to which SUN or the General Partner is a party or the right of SUN or the General Partner to enter into any Basic Documents to which it is a party or to consummate the transactions contemplated hereby or (b) (individually or in the aggregate) would be reasonably likely to result in a SUN Material Adverse Effect.