Exhibit
10.46


 


LIMITED LIABILITY
COMPANY AGREEMENT

OF

BR CWS CASCADES I OWNER, LLC


 


This Limited Liability
Company Agreement (together with the schedules attached hereto, this “Agreement”) of BR CWS CASCADES I OWNER,
LLC (the “Company”), is entered into by BR CWS 2017 PORTFOLIO JV, LLC, a Delaware limited liability company,
as the sole equity member (the “Member”) as of the 22nd day of March, 2017. Capitalized terms used and not otherwise
defined herein have the meanings set forth on Schedule A hereto.


 


The Member formed the
Company as a limited liability company on March 22, 2017, pursuant to and in accordance with the Delaware Limited Liability Company
Act (6 Del. C. § 18-101 et seq.), as amended from time to time (the “Act”).


 


The Member hereby agrees
as follows:


 


Section
1.          Name.


 


The name of the limited
liability company formed hereby is BR CWS Cascades I Owner, LLC.


 


Section
2.          Principal Business Office.


 


The principal business
office of the Company shall be located at c/o Bluerock Real Estate, 712 Fifth Avenue, 9th Floor, New York, New York 10019, or such
other location as may hereafter be determined by the Member.


 


Section
3.          Registered Office.


 


The address of the
registered office of the Company in the State of Delaware is 2711 Centerville Road, City of Wilmington, County of New Castle, Delaware
19808.


 


Section
4.          Registered Agent.


 


The name and address
of the registered agent of the Company for service of process on the Company in the State of Delaware are Corporation Service Company,
2711 Centerville Road, City of Wilmington, County of New Castle, Delaware 19808.


 


Section
5.          Members.


 


(a)       The
mailing address of the Member is set forth on Schedule B attached hereto.


 


(b)       The
Member may act by written consent.


 




     


     


    

 


Section
6.          Certificates.


 


Christopher Vohs is
hereby designated as an “authorized person” within the meaning of the Act, and has executed, delivered and filed the
Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate
of Formation with the Secretary of State of the State of Delaware and the Application for Registration of a Foreign Limited Liability
Company with the Secretary of State of the State of Texas, his powers as an “authorized person” ceased, and the Member
thereupon because the designated “authorized person” and shall continue as the designated “authorized person”
within the meaning of the Act. The Member shall execute, deliver and file any other certificates (and any amendments and/or restatements
thereof) necessary for the Company to qualify to do business in any other jurisdiction in which the Company may wish to conduct
business.


 


The existence of the
Company as a separate legal entity shall continue until cancellation of the Certificate of Formation as provided in the Act.


 


Section
7.          Purpose.


 


(a)       The
purpose to be conducted or promoted by the Company is solely to engage in the financing, ownership, operation, maintenance and
disposition of the Project and activities incidental thereto.


 


(b)       The
Company is hereby authorized to perform, and the Member on behalf of the Company is hereby authorized to execute and deliver, the
Loan Documents and all documents, agreements, certificates, or financing statements contemplated thereby or related thereto as
approved by the Member in accordance with the terms of the Member LLC Agreement, all without any further act, vote or approval
of any other Person. The foregoing authorization shall not be deemed a restriction on the powers of the Member to enter into other
agreements on behalf of the Company.


 


Section
8.          Intentionally Omitted.


 


Section
9.          Management.


 


(a)       The
business and affairs of the Company shall be managed by or under the direction of the Member.


 


(b)       Powers.
The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes
described herein, including all powers, statutory or otherwise. Subject to Section 7 and this Section 9, the Member
has the authority to bind the Company. Notwithstanding anything to the contrary contained in this Agreement, the Member shall not
take any action on behalf of the Company without obtaining the requisite written consent or ratification of such actions as required
under the Member LLC Agreement. Except as otherwise provided in the Member LLC Agreement, the Member shall not delegate any of
its rights or powers to manage and control the business and affairs of the Company without obtaining the requisite approval set
forth in the Member LLC Agreement.


 




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(c)       Member
as Agent. To the extent of its powers set forth in this Agreement, the Member is an agent of the Company for the purpose of
the Company’s business, and the actions of the Member taken in accordance with such powers set forth in this Agreement shall
bind the Company.


 


Section
10.         Intentionally Omitted.


 


Section
11.         Intentionally Omitted.


 


Section
12.         Limited Liability.


 


Except as otherwise
expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise,
shall be the debts, obligations and liabilities solely of the Company, and the Member shall not be obligated personally for any
such debt, obligation or liability of the Company solely by reason of being a Member of the Company.


 


Section
13.         Capital Contributions.


 


The Member has contributed
to the Company property of an agreed value as listed on Schedule B attached hereto.


 


Section
14.         Additional Contributions.


 


The Member is not required
to make any additional capital contribution to the Company. However, the Member may make additional capital contributions to the
Company at any time upon the written consent of such Member. To the extent that the Member makes an additional capital contribution
to the Company, the Member shall revise Schedule B of this Agreement. The provisions of this Agreement, including this Section
14, are intended to benefit the Member and, to the fullest extent permitted by law, shall not be construed as conferring any
benefit upon any creditor of the Company (other than a Covered Person) (and no such creditor of the Company shall be a third-party
beneficiary of this Agreement) and the Member shall not have any duty or obligation to any creditor of the Company to make any
contribution to the Company or to issue any call for capital pursuant to this Agreement.


 


Section
15.         Allocation of Profits and Losses.


 


The Company’s
profits and losses shall be allocated to the Member.


 


Section
16.         Distributions.


 


Distributions shall
be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the
contrary contained in this Agreement, the Company shall not be required to make a distribution to the Member on account of its
interest in the Company if such distribution would violate the Act or any other applicable law or any Basic Document.


 




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Section
17.         Books and Records.


 


The Member shall keep
or cause to be kept complete and accurate books of account and records with respect to the Company’s business. The Member
and its duly authorized representatives shall have the right to examine the Company’s books, records and documents during
normal business hours. The Company’s books of account shall be kept using the method of accounting determined by the Member.
The Company’s independent auditor, if any, shall be an independent public accounting firm selected by the Member.


 


Section
18.         Intentionally Omitted.


 


Section
19.         Other Business.


 


Notwithstanding any
duty otherwise existing at law or in equity but subject to the terms of the Member LLC Agreement, the Member and any Affiliate
of the Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and
description, independently or with others, and the Company shall not have any rights in or to such independent ventures or the
income or profits therefrom by virtue of this Agreement.


 


Section
20.         Exculpation and Indemnification.


 


(a)        Except
as otherwise provided in this Section 20, no Member, manager, representative or officer of the Company (collectively, the
“Covered Persons”, and each, a “Covered Person”) shall be liable to the Company or to any
other member for damages or otherwise with respect to any actions or failures to act taken or not taken relating to the Company,
except to the extent any related loss results from fraud, gross negligence or willful misconduct or wanton misconduct on the part
of such Covered Person or the willful breach of any obligation under this Agreement.


 


(b)       To
the fullest extent permitted by applicable law, the Company hereby indemnifies, holds harmless and defends the Covered Persons
from and against any loss, expense, damage or injury suffered or sustained by them (including but not limited to any judgment,
award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any
actual or threatened action, proceeding or claim) by reason of or arising out of (i) their activities on behalf of the Company
or in furtherance of the interests of the Company, (ii) their status as Member, manager, representative, or officer of the Company,
(iii) the Company’s assets, property, business or affairs (including, without limitation, the actions of any officer, director,
member, manager or employee of the Company), if the acts or omissions were not performed or omitted fraudulently or as a result
of gross negligence or willful or wanton misconduct by the indemnified party or as a result of the willful breach of any obligation
under this Agreement by the indemnified party, or (iv) as otherwise may be required under the terms of the Member LLC Agreement;
provided, however, that any indemnity under this Section 20 by the Company shall be provided out of and to
the extent of Company assets only, and the Member shall not have personal liability on account thereof; and provided further,
that so long as any Obligation is outstanding, no indemnity payment from funds of the Company (as distinct from funds from other
sources, such as insurance) of any indemnity under this Section 20 shall be payable from amounts allocable to any other
Person pursuant to the Loan Documents.


 




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(c)       Reasonable
expenses incurred by the indemnified party in connection with any such proceeding relating to the foregoing matters shall be paid
or reimbursed by the Company in advance of the final disposition of such proceeding upon receipt by the Company of (x) written
affirmation by a Covered Person requesting indemnification of its good faith belief that it has met the standard of conduct necessary
for indemnification by the Company and (y) a written undertaking by or on behalf of such Covered Person to repay such amount
if it shall ultimately be determined by a court of competent jurisdiction that such Covered Person has not met such standard of
conduct, which undertaking shall be an unlimited general obligation of the indemnified party but need not be secured.


 


(d)       A
Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions,
reports or statements presented to the Company by any Person as to matters the Covered Person reasonably believes are within such
other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company,
including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts
pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.


 


(e)       The
foregoing provisions of this Section 20 shall survive any termination of this Agreement, but, to the extent any of the foregoing
provisions are inconsistent with the provisions of the Member LLC Agreement, the terms of the Member LLC Agreement shall control.


 


Section
21.         Assignments.


 


Subject to the provisions
set forth in the Loan Agreement, the Member may assign in whole or in part its limited liability company interest in the Company.
Subject to Section 23, the transferee of a limited liability company interest in the Company shall be admitted to the Company
as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions
of this Agreement, which instrument may be a counterpart signature page to this Agreement. If the Member transfers all of its limited
liability company interest in the Company pursuant to this Section 21, such admission shall be deemed effective immediately
prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company.
Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance
with the Loan Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute
an assignment for purposes of this Agreement and the Company shall continue without dissolution.


 


Section
22.         Resignation.


 


So long as any Obligation
is outstanding, the Member may not resign, except as permitted under the Loan Documents. If the Member is permitted to resign pursuant
to this Section 22, an additional member of the Company shall be admitted to the Company upon its execution of an instrument
signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature
page to this Agreement. Such admission shall be deemed effective immediately prior to the resignation and, immediately following
such admission, the resigning Member shall cease to be a member of the Company.


 




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Section
23.         Admission of Additional Members.


 


Subject to the provisions
set forth in the Loan Documents, one or more additional Members of the Company may be admitted to the Company with the written
consent of the Member.


 


Section
24.         Dissolution.


 


(a)       The
Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the termination of
the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued
membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a
manner permitted by this Agreement or the Act or (ii) the entry of a decree of judicial dissolution of the Company under Section
18-802 of the Act. Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member
of the Company or that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without
dissolution upon (i) an assignment by the Member of all of its limited liability company interest in the Company and the admission
of the transferee pursuant to Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional
member of the Company pursuant to Sections 22 and 23), to the fullest extent permitted by law, the personal representative
of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued
membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal
representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence
of the event that terminated the continued membership of such member in the Company.


 


(b)       Notwithstanding
any other provision of this Agreement, the Bankruptcy of the Member shall not cause the Member to cease to be a member of the Company
and upon the occurrence of such an event, the Company shall continue without dissolution.


 


(c)       Notwithstanding
any other provision of this Agreement, the Member waives any right it might have to agree in writing to dissolve the Company upon
the Bankruptcy of the Member or the occurrence of an event that causes the Member to cease to be a member of the Company.


 


(d)       In
the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the
sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the
order of priority, set forth in Section 18-804 of the Act.


 




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(e)       The
Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities
and obligations of the Company shall have been distributed to the Member in the manner provided for in this Agreement, and (ii)
the Certificate of Formation shall have been canceled in the manner required by the Act.


 


Section
25.         Waiver of Partition; Nature of Interest.


 


Except as otherwise
expressly provided in this Agreement, to the fullest extent permitted by law, the Member hereby irrevocably waives any right or
power that such Person might have to institute any proceeding at law or in equity to cause the dissolution, liquidation, winding
up or termination of the Company. The Member shall not have any interest in any specific assets of the Company, and the Member
shall not have the status of a creditor with respect to any distribution pursuant to Section 16 hereof. The interest of
the Member in the Company is personal property.


 


Section
26.         Benefits of Agreement; No Third-Party Rights.


 


None of the provisions
of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of the Member. Nothing
in this Agreement shall be deemed to create any right in any Person (other than Covered Persons) not a party hereto, and this Agreement
shall not be construed in any respect to be a contract in whole or in part for the benefit of any third Person (other than Covered
Persons).


 


Section
27.         Severability of Provisions.


 


Each provision of this
Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid,
unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the
operation of or affect those portions of this Agreement which are valid, enforceable and legal.


 


Section
28.         Entire Agreement.


 


This Agreement constitutes
the entire agreement of the parties with respect to the subject matter hereof.


 


Section
29.         Binding Agreement.


 


Notwithstanding any
other provision of this Agreement, the Member agrees that this Agreement, including, without limitation, Sections 7,
9, 20, 21, 22, 23, 24, 26, 29 and 31, constitutes a legal, valid
and binding agreement of the Member, and is enforceable against the Member in accordance with its terms.


 


Section
30.         Governing Law.


 


This Agreement shall
be governed by and construed under the laws of the State of Delaware (without regard to conflict of laws principles), all rights
and remedies being governed by said laws.


 




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Section
31.         Amendments.


 


Subject to the provisions
set forth in the Loan Documents (if applicable), this Agreement may be modified, altered, supplemented or amended pursuant to a
written agreement executed and delivered by the Member.


 


Section
32.         Intentionally Omitted.


 


Section
33.         Notices.


 


Any notices required
to be delivered hereunder shall be in writing and personally delivered, mailed or sent by telecopy, electronic mail or other similar
form of rapid transmission, and shall be deemed to have been duly given upon receipt (a) in the case of the Company, to the Company
at its address in Section 2, (b) in the case of the Member, to the Member at its address as listed on Schedule B
attached hereto and (c) in the case of either of the foregoing, at such other address as may be designated by written notice to
the other party.


 


Section
34.         Effectiveness.


 


This Agreement shall
be effective as the date set forth on page 1 hereof.


 


Section
35.         Member LLC Agreement.


 


In the event of any
inconsistency between the terms and conditions set forth in this Agreement and the terms and conditions set forth in the Member
LLC Agreement, the terms and conditions of the Member LLC Agreement shall control.


 


[Signature Page
Follows]


 




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IN WITNESS WHEREOF,
the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement to be effective
as of the date first set forth above.


 


	 	MEMBER:
	 	 
	 	BR CWS 2017 Portfolio JV, LLC, a Delaware limited liability company,
	 	 	 	 
	 	By:	BR CWS Portfolio Member, LLC,
	 	 	a Delaware limited liability company,
	 	 	its Manager
	 	 	 	 
	 	 	By:	/s/ Jordan B. Ruddy
	 	 	 	Name:  Jordan B. Ruddy
	 	 	 	Title:  Authorized Signatory


 




     


     


    

 


SCHEDULE A


 


Definitions


 


A.            Definitions


 


When used in this Agreement, the following
terms not otherwise defined herein have the following meanings:


 


“Act”
has the meaning set forth in the preamble to this Agreement.


 


“Affiliate” of any Person
means:


 


(i)            Any
other individual or entity that is, directly or indirectly, one of the following:


 


(A)         In
Control of the applicable Person.


(B)         Under
the Control of the applicable Person.


(C)         Under
common Control with the applicable Person.


 


(ii)           Any
individual that is a director or officer of the applicable Person.


 


(iii)          Any
individual that is a director or officer of any entity described in clause (i) of this definition.


 


“Agreement”
means this Limited Liability Company Agreement of the Company, together with the schedules attached hereto, as amended, restated
or supplemented or otherwise modified from time to time.


 


“Bankruptcy”
means, with respect to any Person, if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary
petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy
or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment,
liquidation or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing
to contest the material allegations of a petition filed against it in any proceeding of this nature, (vi) seeks, consents to or
acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties,
or (vii) if 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition,
readjustment, liquidation or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or
if within 90 days after the appointment without such Person’s consent or acquiescence of a trustee, receiver or liquidator
of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days
after the expiration of any such stay, the appointment is not vacated. The foregoing definition of “Bankruptcy” is
intended to replace and shall supersede and replace the definition of “Bankruptcy” set forth in Sections 18-101(1)
and 18-304 of the Act.


 




     


     


    

 


“Basic Document”
means this Agreement, the Loan Documents and all other documents and certificates contemplated thereby or delivered in connection
therewith.


 


“Certificate
of Formation” means the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware
on March 22, 2017, as amended or amended and restated from time to time.


 


“Company”
means BR CWS Cascades I Owner, LLC, a Delaware limited liability company.


 


“Control”
means to possess, directly or indirectly, the power to direct or cause the direction of the management or policies of a Person,
whether through the ownership of voting securities, by contract or otherwise, including the power to elect a majority of the directors
or trustees of a corporation or trust, as the case may be.


 


“Covered Persons”
has the meaning set forth in Section 20(a).


 


“Lender”
means Fannie Mae, a corporation duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C.
§1716 et seq. and duly organized
and existing under the laws of the United States.


 


“Loan”
means that certain loan in the original principal amount of $33,207,000, made by Original Lender to Original Borrower, as assigned
by Original Lender to Fannie Mae, and to be assumed by the Company from Original Borrower pursuant to the Loan Assumption Agreement.


 


“Loan Agreement”
means that certain Multifamily Loan and Security Agreement, dated as of May 27, 2014, by and between Original Borrower and Original
Lender, as assigned and amended from time to time.


 


“Loan Assumption
Agreement” means that certain Loan Assumption and Release Agreement to be dated effective as of ___________________,
2017, by and among Original Borrower, Borrower and Lender.


 


“Loan Documents”
means any and all necessary documents evidencing or securing the Loan, as amended from time to time, and as assumed by Borrower
pursuant to the Loan Assumption Agreement.


 


“Member”
means BR CWS 2017 Portfolio JV, LLC, as the initial member of the Company, and includes any Person admitted as an additional member
of the Company or a substitute member of the Company pursuant to the provisions of this Agreement, each in its capacity as a member
of the Company.


 


“Member LLC
Agreement” meant that certain Limited Liability Company Agreement of the Member dated as of March 22, 2017.


 




     


     


    

“Obligation”
shall mean the indebtedness, liabilities and obligations of the Company under or in connection with the Loan Documents or any related
document in effect as of any date of determination.


 


“Original
Borrower” means BRE MF Cascades I LLC, a Delaware limited liability company.


 


“Original
Lender” means Wells Fargo Bank, National Association, a national banking association.


 


“Person”
means any natural person, sole proprietorship, corporation, general partnership, limited partnership, limited liability company,
limited liability partnership, limited liability limited partnership, joint venture, association, joint stock company, bank, trust,
estate, unincorporated organization, any federal, state, county or municipal government (or any agency or political subdivision
thereof), endowment fund or any other form of entity.


 


“Project”
meaans, collectively, (i) that certain apartment complex known as Marquis at Cascades I, and (ii) those eight (8) certain lots
located on Cascades Court, all located in Smith County, Texas.


 


B.           Rules
of Construction


 


Definitions in this
Agreement apply equally to both the singular and plural forms of the defined terms. The words “include” and “including”
shall be deemed to be followed by the phrase “without limitation.” The terms “herein,” “hereof”
and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section,
paragraph or subdivision. The Section titles appear as a matter of convenience only and shall not affect the interpretation of
this Agreement. All Section, paragraph, clause, Exhibit or Schedule references not attributed to a particular document shall be
references to such parts of this Agreement.


 




     


     


    

 


SCHEDULE B


 


Member


 


	Name	 	Mailing Address	 	Agreed Value of
 Capital Contribution	 	 	Membership Interest	 
	BR CWS 2017 Portfolio JV, LLC	 	c/o Bluerock Real Estate

 712 Fifth Avenue 
9th Floor 
New York, New York 10019 
c/o CWS Capital Partners LLC
 14 Corporate Plaza,
 Suite 210
 Newport Beach, CA
 92660	 	$	1,000.00	 	 	 	100	%