Additional Service Territories. If, within six months after the Closing Date, either Initial Member enters into a definitive agreement for the acquisition of an incumbent local exchange carrier (an "ILEC") and, prior to the eighteenth month anniversary of the Contribution Closing, such Initial Member becomes the primary ILEC in any State of the United States not included in the definition of Service Territory, and, at the time such Initial Member enters into such definitive agreement, the ILEC enters into resale and agency arrangements effective not later than thirty (30) days after the entry into the definitive agreement with Newco substantially similar to the arrangements set forth in the Resale Agreements and, if applicable, Agency Agreements (unless prohibited by any rule, statute, ordinance, regulation, judgment, order, decree, injunction, arbitration award, or permit (an "Order") promulgated, enacted, issued, enforced or entered by a Governmental Entity after having used best efforts to eliminate such Order, and in which event the arrangements shall be effective as promptly as is practicable after such legal impediment to effectiveness is eliminated), then such State(s) shall be included in the Service Territory of such Initial Member for purposes of this Agreement and the Ancillary Agreements to which such Initial Member is a party. In the event the ILEC does not enter into such Agency and Resale arrangements, the Parties agree to negotiate in good faith for sixty (60) days after the execution of such definitive agreement in order to determine whether such State(s) should be added to the definition of Service Territory with respect to such Initial Member and the conditions under which such State would be added; provided, that such eighteen-month period shall be extended for up to an additional six months if necessary to obtain all necessary regulatory approvals.
