definiens: means all charges, licenses, mortgages, deeds of trust, collateral assignments, security interests, UniformCommercial Code financing statements, conditional or other sales agreements, liens, pledges, hypothecations, claims, interference, options, rights of first refusal, preemptive rights, community property interests, encroachments, encumbrances or restrictions of any nature, and otherencumbrances on or ownership interests in the Membership Interests ( including ( i ) any restriction on the voting of any security, any restrictionon the transfer of any security or other asset, any restriction on the possession, exercise or transfer or any other attribute of ownership of anyasset and ( ii ) any assignment by way of security or trust arrangement for the purpose of providing security, encroachment, deed of trust ordeed to secure debt, recorded or unrecorded easement, right of way, covenant, condition, license, reservation, subdivision and other defectsof title of any kind or rights of others for rights of way, utilities and similar purposes that materially and adversely affect real property )