8.10 Project Co shall, subject to Clauses 8.11 to 8.13, ensure that the Authority Observer:
8.10.1 is invited to attend all Project Co board meetings;
8.10.2 receives at or around the time that they are received by Project Co's board members) the agendas and supporting papers that are circulated to the board members in advance of the board meetings or tabled at the board meetings including, without prejudice to the foregoing generality, six-monthly management accounts, budgets and management reports (including explanations of material variances against budget) and the statutory accounts in respect of each financial year;
8.10.3 is permitted by Project Co to attend and participate (but not vote at) all Project Co board meetings; and
8.10.4 receives (at or around the same time as they are received by the board members) copies of the minutes of Project Co's board meetings and all other financial information relating to Project Co as any Director might reasonably require to keep himself properly informed about the activities of Project Co.
8.11 The Authority Observer shall, unless otherwise determined by a board resolution in respect of any particular matter, be entitled to disclose any information received pursuant to Clause 8.10 subject to and in accordance with the provisions of Clause 61 (Confidentiality) and the Authority shall procure that the individual appointed to fulfil such role executes suitable undertakings of confidentiality to comply with the terms of Clause 61 (Confidentiality).
8.12 Project Co, acting reasonably, shall be entitled to exclude the Authority Observer from attending Project Co's board meetings and withhold the agendas and supporting papers referred to in Clause 8.10:
8.12.1 in the event that the Authority Observer discloses information received pursuant to Clause 8.10 other than in accordance with Clause 8.11; or
8.12.2 where and for so long as the conduct of the Authority Observer is inappropriate.
8.13 Project Co shall be entitled to exclude the Authority Observer from attending any part of a Project Co board meeting at which:
8.13.1 the exercise or purported exercise of contractual rights by Project Co against the Authority or by the Authority against Project Co; or
8.13.2 any claims or potential claims by Project Co against the Authority or by the Authority against Project Co; or
8.13.3 any matter of interpretation of this Agreement,
is discussed and shall be entitled to withhold from the Authority any supporting papers and information to the extent that they relate to the matters listed in Clauses 8.13.1 to 8.13.3.