definiens: shall mean : ( a ) with respect to any LLC asset, the asset ’s adjusted basis for U.S. federal income taxpurposes, except as follows : ( i ) the Carrying Value of any asset contributed or deemed contributed by a Member tothe LLC shall be the fair market value of such asset at the time of contribution as determined by agreement of theMembers ; ( ii ) the Carrying Value of any asset distributed or deemed distributed by the LLC to anyMember shall be adjusted immediately prior to such distribution to equal its fair market value at such time ; ( iii ) the Carrying Values of all LLC assets shall be adjusted to equal their respective fairmarket values as of the following times : ( 1 ) immediately prior to the date of the acquisition of any additional Interest byany new or existing Member, other than in exchange for a de minimis Capital Contribution ; ( 2 ) immediately prior to the date of the distribution of more than a de minimisamount of LLC property to a Member ; ( 3 ) the liquidation of the LLC within the meaning of Treasury RegulationsSection 1.704 - 1(b)(2)(ii)(g ) ; and ( 4 ) in connection with the grant of an Interest ( other than a de minimis interest)as consideration for the provision of services to or for the benefit of the LLC or a subsidiary of the LLC by an existingMember acting in a partner capacity, or by a new Member acting in a partner capacity in anticipation of becoming aMember ; provided that an adjustment described in subclauses ( 1 ), ( 2 ) and ( 4 ) of this clause ( iii ) shall be made only ifthe Manager reasonably determines that such adjustment is necessary to reflect the collective economic interests ofthe Members in the LLC