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Co) Registrar. So long as any of the Notes remain outstanding, the City must cause the Registrar to maintain the Register. The person in whose name a Note is registered on the Register will be regarded as the absointe owner of that Note for ail purposes of the Note Proceedings. Payment of the Debt Service on any Note will be xnade only to or upon the order of that person. Transfer and Exchange. Any Note may be transferred or exchanged for Notes of any Authorized Denomh~ation, as provided in the Registrar A~eement. (c) Book-Entry System. Unless otherwise provided in the Certificate of Award, the Notes must be originally issued in Book-Entry Form to a Depository, initially Depository Trust Company, for use in a Book-Entry System upon the terms provided in the Registrar Alg'eement~ The City and the Registrar must recogifize and treat the Depository as the owner of the Notes for all purposes, including payment of Debt Service, redemption and othar notices, and enforcement of~-emedies. If any Depository determines not to continue to act as a Depository for the Notes for use in a Book-Entry System or if the City determines to discontinue the Book- Burry System, the Director of Finance may attempt to establish a securities depository relationship with another qualified Depository. If the Director of Finance does not or is unable to do so, the Director of Finance must direct the Registrar to make provision for notification of the book-entry interest owners by the Depository and to make any ortner aiTangements necessary for the withdrawal of the Notes from the Book-Entry System Section 7. Sale of the Notes. The Notes will be sold at private sale to the Underwriter, in accordance with law and the provisions of lifts ordinance, at a purchase p~Jce to be determined by the Director of Finance in the Certificate of Award. That purchase price must not be less than 97% of the principal amom~t of the Notes, plus any accrued interest on the Notes, if anYi from their date to the Closing Date. The Notes must be sold with and upon such other terms as are required or anthorized by this ordinance to be specified in the Certificate of Award, in acoordance with the law and the provisions of this ordinance. The Director of Finance is authorized, if she determines it to be in the best interests of the City~ to combine the issue of the Notes with one or more other note issues of the City into a consolidated note issue in accordance with Section 133~30(B), Revised Code. The Director of Finance is hereby authorized and directed to execute and deliver the Certificate of Award. The Director of Finance must state in the Certificate of Award: the principal amount of the Notes; the interest rate on the Notes; the purchase price for the Notes; and any other terms required by this ordinance. The Director of Finaune may state in the Certificate of Award any changes in the date, the maturity date, the redemption provisions, and the designation of the Notes; whether the Notes are to be consolidated with other note issues; and any other terms authorized by this ordinance, anbject to the limitations stated in this ordinance. The Director of FinanCe must sign and deliver the Certificate of Award and must cause the Notes to be prepared, signed, and delivered, together with a true transcript of proceedings of the issuance of the Notes, to the Underwriter upon payment of the purchase price. Section 8. Financing Costs. The City retains the professional services and authorizes the payment of the Financing Costs for the Notes, as provided in this Section 8. Bond Counsel. The City retains the legal services of Vorys, Sater, Seymour and Pease LLP, as bond counsel for the Notes. The legal services will be in the nature of legal advice and recommendatious as to the documents and the proceedings in connection with the issuance and sale of the Notes and rendering legal opinions upon the delivery of the Notes. Bond counsel must render those services to the City in an allomey-client relationship. Bond counsel must be paid just add reasonable compensation for those legal sei'vices in accordance with its proposal and letter of engagement.