“fair market value” shall mean, with respect to any asset or liability, the fair market value of such asset or liability as determined by Holdings in good faith.

“Fair Market Value” means with respect to any asset or liability,group of assets on any date of determination, the fair market value of the consideration obtainable in a sale of such asset or liabilityat such date of determination assuming a sale by a willing seller to a willing purchaser dealing at arm’s length and arranged in an orderly manner over a reasonable period of time having regard to the nature and characteristics of such asset. Except as otherwise expressly set forth herein, such value shall be determined by Holdings in good faith.faith by Holdings.