UNDERTAKEN BY
REGULATORS AS PROVIDED FOR HEREIN) MORE FREQUENTLY THAN ONE TIME PER CALENDAR
YEAR. AUDITS MAY BE UNDERTAKEN BY REGULATORS AS AND WHEN DETERMINED BY SUCH
REGULATORS.
(III)
AUDITS MAY BE CONDUCTED FOR THE PURPOSE OF
CONFIRMING:
A.
THE ACCURACY OF CHARGES AND INVOICES
UNDER THIS TRANSITION AGREEMENT;
B.
EXEMPTIONS, DEDUCTIONS, CREDITS OR
INCENTIVES RELATED TO TAXES RELATING TO THE TRANSITION SERVICES;
C.
BE'S COMPLIANCE IN ITS RELEVANT
OPERATIONS WITH THE REQUIREMENTS OF THIS TRANSITION AGREEMENT, INCLUDING WITH
RESPECT TO SECURITY, PRIVACY, CONTRACTUAL OBLIGATIONS (INCLUDING COMPLIANCE WITH
LAW AND HAWAIIAN TELCOM POLICIES) AND OTHER SUCH MATTERS; OR
D.
AUDITS AND SUCH OTHER MATTERS AS ARE
REQUIRED BY ANY OF HT'S REGULATORS OR OTHER GOVERNMENT ENTITIES HAVING
JURISDICTION OVER
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ANY OF THE TRANSITION SERVICES OR OVER HT (COLLECTIVELY, THE "REGULATORS").
(IV)
BE WILL PROVIDE THE REGULATORS WITH ACCESS TO
SUPPLIER PERSONNEL, SUPPLIER EQUIPMENT, SUPPLIER SOFTWARE, SUPPLIER FACILITIES,
AND DATA AND RECORDS RELATING TO THE SERVICES AND THE TRANSITION SERVICES, FOR
THE PURPOSE OF PERFORMING THE AUDITS.
(V)
UNLESS OTHERWISE REQUIRED PURSUANT TO
SECTION 2.8(A)(IV):
A.
BE WILL BE PROVIDED A MINIMUM OF THREE
BUSINESS DAYS' NOTICE OF AUDITS TO BE PERFORMED PURSUANT TO THIS SECTION 2.8(A);
B.
AUDITS WILL BE CONDUCTED DURING BUSINESS
HOURS (EXCEPT WITH RESPECT TO TRANSITION SERVICES THAT ARE PERFORMED DURING
OFF-HOURS) AND IN SUCH A FASHION SO AS NOT TO UNREASONABLY INTERFERE WITH BE'S
ABILITY TO PERFORM THE TRANSITION SERVICES OR ANY ACTIVITIES FOR OTHER BE
CUSTOMERS;
C.
AUDITORS MUST COMPLY WITH ALL
APPLICABLE REASONABLE BE SECURITY AND CONFIDENTIALITY REQUIREMENTS INCLUDING,
WHERE APPROPRIATE, EXECUTION OF A CONFIDENTIALITY AGREEMENT IN THE FORM FORMERLY
ATTACHED AS OF EXHIBIT M (FORM OF CONFIDENTIALITY AGREEMENT) TO THE MSA OR A
NON-DISCLOSURE AGREEMENT SUPPLIED BY THE AUDITOR THAT IS REASONABLY ACCEPTABLE
TO BE.
SUBJECT TO THE FOREGOING, HT'S AUDITORS WILL BE PROVIDED ACCESS TO
SHARED SYSTEMS OR SHARED BE FACILITIES USED IN THE PERFORMANCE OF THE TRANSITION
SERVICES, PROVIDED THAT NOTHING IN THIS SECTION 2.8(A)(V)(C) WILL BE CONSTRUED
TO GIVE AUDITORS ACCESS TO ANY DATA OF ANY CUSTOMER OF BE OTHER THAN HT;
D.
AUDITORS WILL NOT HAVE ACCESS TO BE'S
UNDERLYING COSTS EXCEPT FOR TIMESHEETS AND SIMILAR SUBSTANTIATING DATA RELATING
TO CHARGES FOR TRANSITION SERVICES WHICH ARE CHARGED ON A TIME AND MATERIALS
BASIS; AND
E.
AUDITORS WILL COMPLY WITH REASONABLE
FACILITY USE REGULATIONS APPLICABLE TO THE SUPPLIER FACILITIES ACCESSED DURING
THE COURSE OF AUDITS.
(VI)
ALL AUDIT RIGHTS OF HT SET FORTH IN THIS
SECTION 2.8 WILL APPLY TO ANY SUBCONTRACTOR (INCLUDING ANY AFFILIATE OF BE THAT
IS THEN PROVIDING TRANSITION SERVICES).
No Auditors selected by HT to perform any Audits in connection with this
Transition Agreement may be compensated on a contingency basis.
(B)
RECORDS RETENTION.
UNTIL THE THREE-YEAR
ANNIVERSARY OF THE EXPIRATION OR TERMINATION OF THIS TRANSITION AGREEMENT, BE
WILL MAINTAIN AND, SUBJECT TO THE NEXT
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SENTENCES, PROVIDE ACCESS TO, UPON REQUEST, ALL RECORDS, DATA, DOCUMENTS AND
REPORTS MAINTAINED IN THE ORDINARY COURSE BY HT'S PROGRAM MANAGEMENT OFFICE FOR
THE HT ENGAGEMENT (THE