38.2  Meaning of 'Probity Event'

A "Probity Event" includes any event or thing which:

(a)  has a material adverse effect on the character, integrity or honesty of an Associate of the private party;

(b)  relates to the private party or an Associate and has a material adverse effect on the public interest, or public confidence, in the project; or

(c)  involves a material failure by the private party or an Associate (where it is a corporation) achieving or maintaining reasonable standards of ethical behaviour, good corporate citizenship, avoidance of conflicts of interest, or other standards of conduct that would otherwise be expected of a party involved in a government project.