BILL OF SALE

THIS BILL OF SALE, dated for convenience of reference as of December 1, 2012, from MASLAND CARPETS, LLC, a Georgia limited liability company, hereinafter referred to as "Vendor," to the DEVELOPMENT AUTHORITY OF GORDON COUNTY, a public body corporate and politic of the State of Georgia, hereinafter referred to as "Vendee."

Vendor, for and in consideration of the sum of Ten and No/100 ($10.00) Dollars, and other valuable consideration, the receipt and sufficiency whereof is hereby acknowledged, does hereby bargain, sell and convey and by these presents has bargained, sold and conveyed, unto Vendee, its successors and assigns, all of its right, title and interest in the items of building fixtures, furnishings, machinery and equipment described on Exhibit B attached hereto (the "Equipment") which are to be included in the "Project" that is to be leased by Vendee to Vendor under Lease Agreement, dated as of December I, 2012, relating to the Project, which Project is both (i) located or to be located on the parcel of land in Gordon County, Georgia, described in Exhibit A, and (ii) financed by the Vendee's Taxable Revenue Bond (Masland Carpets, LLC Real Estate Project), Series 20 l 2A. Title to items of the Equipment located on such land at the time of delivery of this Bill of Sale shall vest in the Vendee upon delivery hereof and title to items of Equipment hereafter located on said land shall vest in Vendee immediately upon the same being located on such land.

Vendor warrants not as to the merchantability or "fitness for purpose" of the Equipment or as to any encumbrances thereon. Vendee shall accept, as of the date Vendee acquires title thereto, each such item of such property in "as is, where is" condition and subject to the interests, if any, of third parties therein. Vendor acknowledges and agrees that any indebtedness or payment obligation of Vendor that may be secured by or related to any such items of Equipment shall not become an indebtedness or payment obligation of the Vendee, and the Vendor shall remain responsible for the payment thereof.