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6 <br />EXHIBIT B <br />FORM OF BILL OF SALE <br />THIS BILL OF SALE is executed as of f , 20_j, by Kimberly-Clark Worldwide, Inc., a <br />Delaware corporation, an affiliate and successor of Kimberly-Clark Tissue Company and Scott Paper <br />Company with respect to their interests in the Joint Use Facilities and the site generally known as the Everett <br />Mill ("K -C"), and is made in favor of the City of Everett, a municipal corporation of the State of Washington <br />(the "City"). Any capitalized term used herein and not defined herein shall have the meaning assigned to it hi <br />the First Amendment (as defined below). <br />FOR VALUE RECEIVED, as set forth in that certain First Amendment to Joint Use Agreement by <br />and between K -C and the City (the "First Amendment"), receipt of which is hereby acknowledged, and <br />pursuant to the terms of the First Amendment, K -C does hereby grant, bargain, sell, convey, assign, transfer <br />and set over unto the City, and the City does hereby acquire from K -C, all of K -C's right, title and interest in <br />and to the K -C Capacity and the Joint Use Facilities as further set forth in the First Amendment. <br />This Bill of Sale is intended to evidence the consurmnation of the transfer and assignment by K -C to <br />the City of the K -C Capacity and the Joint Use Facilities, as contemplated by the First Amendment. Each of <br />K -C, by its execution of this Bill of Sale, and the City, by its acceptance of this Bill of Sale, hereby <br />acknowledges and agrees that nothing in this Bill of Sale, express or implied, is intended to or shall be <br />construed to modify, expand or limit in any way the terms of the First Amendment or the rights and <br />obligations of the parties thereunder or constitute a waiver or release by any party of any rights, liabilities, <br />duties or obligations granted to or imposed upon any of them by the terms of the First Amendment. In the <br />event of any conflict or inconsistency between the terms of the First Amendment and the terms hereof, the <br />terns of the First Amendment shall govern. <br />This Bill of Sale shall be governed by and construed and enforced according to the laws of the State <br />of Washington without reference to its choice of law rules. <br />This Bill of Sale may be executed in counterpart signature pages executed and delivered via <br />facsimile transmission or via email with scan or email attachment. Any such counterpart executed and <br />delivered via facsimile transmission or via email with scan or email attachment will be deemed an original <br />for all intents and purposes, and all such counterparts shall together constitute one and the same instrument. <br />K -C hereby represents and warrants to the City that K -C is the owner of the K -C Capacity and the <br />Joint Use Facilities (as such terns are defined in the First Amendment), that the K -C Capacity and the Joint <br />Use Facilities are free and clear of any encumbrances or liens of any type or nature, and that K -C has the <br />right to grant, bargain, sell, convey, assign, transfer and set over unto the City the K -C Capacity and the Joint <br />Use Facilities. K -C hereby agrees to defend the sale, assigrunent, transfer and conveyance of the K -C <br />Capacity and the Joint Use Facilities to the City hereunder against any and all persons who may claim title to <br />the K -C Capacity or the Joint Use Facilities. <br />[Signature page follows] <br />40 <br />15 <br />