Financing Operations of Acquired Entities. (a) In the event that the Company Entities at any time acquire equity interests in or the assets of any Person or business (such entity or the entity holding such acquired assets being sometimes referred to herein as an "Acquired Entity") that thereby becomes a Subsidiary of the Company or a division of any Company Entity and which engages, directly or through an Affiliate, in the financing of products or services manufactured, marketed or provided by such Acquired Entity (the division or Affiliate that provides such financing being sometimes referred to herein as an "Acquired Entity Financing Source"), except as described in Section 4.3(c) below, the Company shall use reasonable efforts to facilitate one or more of the following transactions by Capital, in Capital's discretion: (i) acquisition by Capital of the capital stock or substantially all the assets of such Acquired Entity Financing Source for an amount equal to the fair market value thereof (not to exceed the portion of the total consideration paid by the Company Entities for the acquired equity interests or assets that is allocable to such assets or stock of such Acquired Entity Financing Source); (ii) acquisition by Capital of the capital stock or substantially all of the assets of such Acquired Entity Financing Source, other than its portfolio of existing financings, for an amount equal to the fair market value of such acquired assets (subject to the same limiting principle as in the preceding clause (i)) and execution by Capital of an exclusive agreement with such Acquired Entity Financing Source for Capital to service such existing portfolio (including any future additions to such portfolio) for a reasonable, market-based fee; or (iii) without the acquisition of such capital stock or assets or portfolio, the execution by Capital of an exclusive agreement with such Acquired Entity Financing Source for Capital to service such portfolio (including any future additions to such portfolio) for a reasonable, market-based fee. (b) In the event that Capital does not acquire the capital stock or substantially all the assets of any such Acquired Entity Financing Source as provided in paragraph (a) above or Section 4.3(c) below, such Acquired Entity Financing Source may, so long as it continues to be, or continues to be a division or unit of, a direct or indirect Subsidiary of the Company, continue to provide financing for: (A) products or related services manufactured, marketed, furnished or provided by the related Acquired Entity as of the date of the acquisition thereof by the Company Entities, together with any new generations of such products or services (subject, however, to the limitations and restrictions set forth in Section 4.1(b)(vi) above with respect to an Acquired Entity Financing Source described in Section 4.3(c) below); provided, that such products and services will nonetheless be deemed to be "Products" for the purposes of this Agreement and Capital will also have a right to offer Financings and Ancillary Services with respect to such Products in accordance with the terms of Article III (except that the "preferred provider" provisions of Section 3.2 shall not restrict the Company Entities from providing any rights or benefits to such Acquired Entity Financing Source with respect to such Products); and (B) products or related services manufactured, marketed or provided by Persons that do not constitute Company Entities (subject, however, to the limitations and restrictions set forth in Section 4.1(b)(vi) above with respect to an Acquired Entity Financing Source described in Section 4.3(c) below) so long as the scope and nature of such financing activities are restricted to the scope and nature of such financing activities of such Acquired Entity Financing Source as of the date of the acquisition thereof by the Company Entities (it being understood and agreed that such Acquired Entity Financing Source shall not provide Financings for Products (other than the Products permitted to be Financed pursuant to clause (A) above) except to the extent that such other Products are incorporated in or integral to the products and services permitted to be financed pursuant to this clause (B) and which do not constitute more than 40% of the value of such products or services and such Financings of Products do not occur as a course of dealing with respect to any Customer or Customer segment). At the request of either party, the parties shall set forth in writing the specific scope, nature and extent of the financing activities of any such Acquired Entity Financing Source that are permitted under the terms of this Section 4.3.
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Financing Operations of Acquired Entities. (a) In the event that the Company Entities at any time acquire equity interests in or the assets of any Person or business (such entity or the entity holding such acquired assets being sometimes referred to herein as an "Acquired Entity") that thereby becomes a Subsidiary of the Company or a division of any Company Entity and which engages, directly or through an Affiliate, in the financing of products or services manufactured, marketed or provided by such Acquired Entity (the division or Affiliate that provides such financing being sometimes referred to herein as an "Acquired Entity Financing Source"), except as described in Section 4.3(c) below, the Company shall use reasonable efforts to facilitate one or more of the following transactions by Capital, in Capital's discretion: (i) acquisition by Capital of the capital stock or substantially all the assets of such Acquired Entity Financing Source for an amount equal to the fair market value thereof (not to exceed the portion of the total consideration paid by the Company Entities for the acquired equity interests or assets that is allocable to such assets or stock of such Acquired Entity Financing Source); (ii) acquisition by Capital of the capital stock or substantially all of the assets of such Acquired Entity Financing Source, other than its portfolio of existing financings, for an amount equal to the fair market value of such acquired assets (subject to the same limiting principle as in the preceding clause (i)) and execution by Capital of an exclusive agreement with such Acquired Entity Financing Source for Capital to service such existing portfolio (including any future additions to such portfolio) for a reasonable, market-based fee; or (iii) without the acquisition of such capital stock or assets or portfolio, the execution by Capital of an exclusive agreement with such Acquired Entity Financing Source for Capital to service such portfolio (including any future additions to such portfolio) for a reasonable, market-based fee.
(b) In the event that Capital does not acquire the capital stock or substantially all the assets of any such Acquired Entity Financing Source as provided in paragraph (a) above or Section 4.3(c) belowabove, such Acquired Entity Financing Source may, so long as it continues to be, or continues to be a division or unit of, a direct or indirect Subsidiary of the Company, continue to provide financing for: (A) products or related services manufactured, marketed, furnished or provided by the related Acquired Entity as of the date of the acquisition thereof by the Company Entities, together with any new generations of such products or services (subject, however, to the limitations and restrictions set forth in Section 4.1(b)(vi) above with respect to an Acquired Entity Financing Source described in Section 4.3(c) below)services; provided, that such products and services will nonetheless be deemed to be "Products" for the purposes of this Agreement and Capital will also have a right to offer Financings and Ancillary Services with respect to such Products in accordance with the terms of Article III (except that the "preferred provider" provisions of Section 3.2 shall not restrict the Company Entities from providing any rights or benefits to such Acquired Entity Financing Source with respect to such Products); and (B) products or related services manufactured, marketed or provided by Persons that do not constitute Company Entities (subject, however, to the limitations and restrictions set forth in Section 4.1(b)(vi) above with respect to an Acquired Entity Financing Source described in Section 4.3(c) below) so long as the scope and nature of such financing activities are restricted to the scope and nature of such financing activities of such Acquired Entity Financing Source as of the date of the acquisition thereof by the Company Entities (it being understood and agreed that such Acquired Entity Financing Source shall not provide Financings for Products (other than the Products permitted to be Financed pursuant to clause (A) above) except to the extent that such other Products are incorporated in or integral to the products and services permitted to be financed pursuant to this clause (B) and which do not constitute more than 40% of the value of such products or services and such Financings of Products do not occur as a course of dealing with respect to any Customer or Customer segment). At the request of either party, the parties shall set forth in writing the specific scope, nature and extent of the financing activities of any such Acquired Entity Financing Source that are permitted under the terms of this Section 4.3.
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