SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT

Exhibit 10.47

SECOND AMENDMENT TO
PURCHASE AND SALE CONTRACT

            THIS SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT (this " Second Amendment ") is made and entered into this 11 ^th day of September, 2009 (the " Second Amendment Date "), by and among LANDMARK (NC), LLC, a Delaware limited liability company, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (" Seller ") and PENNSYLVANIA REALTY GROUP, INC., a Pennsylvania corporation, having a principal address at 2701 E. Luzerne Street, Philadelphia, Pennsylvania 19137 (" Purchaser "). 

RECITALS :

            WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Contract dated July 31, 2009, as amended by that certain First Amendment to Purchase and Sale Contract dated August 18, 2009 (as amended, the " Contract "), for certain real property situated in the County of Wake, State of North Carolina, commonly known as Landmark Apartments, and more specifically described in the Contract (the " Property "); and

            WHEREAS, Seller and Purchaser desire to amend the Contract on the terms and conditions set forth below.

AGREEMENT :

            NOW, THEREFORE, in consideration of the mutual covenants set forth in the Contract and herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree to amend the Contract as follows:

1.                   Additional Deposit .  In connection with this Second Amendment and no later than one (1) Business Day after the Second Amendment Date, Purchaser shall deposit $25,000 with the Escrow Agent, which amount when received by Escrow Agent shall be held, credited and disbursed in the same manner as provided hereunder with respect to the Deposit.   

2.                   Loan Approval Period Extension .  The Loan Approval Period, as such term is defined in Section 4.5.9 of the Contract, is hereby extended to and shall expire upon the earlier to occur of: (a) Purchaser's receipt of Lender's approval of the Loan Assumption and Release without any Onerous Requirements; or (b) October 5, 2009. 

3.                   Feasibility Period .  The Feasibility Period under the Contract shall expire for all purposes under the Contract on the Second Amendment Date.  Purchaser has waived its right to further object (pursuant to Sections 3.2 or 4.3 of the Contract or otherwise) to any matter concerning the Title Documents, the Survey, the Property Contracts, the Leases, the Miscellaneous Property Assets, the physical condition of the Property, or otherwise with respect to the Property; provided, however, that the foregoing waiver shall not waive any of Purchaser's express rights under the Contract whi