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(b) Transfer and Exchange. Any Note may be transferred or exchanged for Notes of any Authorized Denominations as provided in the Registrar Agreement Book-Entry System. Unless otherwise pmvided in the Certificate of A~vard, the Notes must be originally issued in Book-Entry Form to a Depository, initially Depositor,j Trust Company, for use in a Book-Entry System upon the terms provided in the Registrar Agreement. The City and the Reg/strar must recognize and treat.the Depository os the owner of the Notes for all purposes, including payment of Debt Service, redemplion and other notices, and enforcem6nt of remedies. If any Depository determines not to continue to act os a Depository for the Notes for use in a Book-Entry System or if the City determines to discontinue the Book- Entry 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 other arrangements necessary for the withdrawal oftheNotes 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 this ordinance, at a purchase price to be determined by the Director of Financo in the Certificate of Award. That purcbose price must not be less than 97% of the principal mount of the Notes, plus any aearaed interest on the Notes, if any, from their date to the Closing Date. The Notes nmst be sold with and upon such other terms os are required or authorized by this ordinance to be specified in the Certificate of Award, in accordance with the law and the provisions of this ordinance. Tbe 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 Finance may state in the Certificate of Award any ch~anges in the date, the maturity date~ the redemption provisions, and the designation of the Notos} whether the Notes are to be consolidated with other note issues; and any other terms authorized by this ordinance, subject 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 tree 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 bund counsei for the Notes. The legal services wiI1 be in the nature of legal advice and recounnendafiuns 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. Bund counsel must render those services to the City in an attorney-client relationship Bond counsel must be poOd just and reasonable compensation for those legal services in accordance with ils proposal and letter of engagement. Underwriter. The City retains the services of A.G Edwards & Sons, Inc~, as Undenvdter for the Notes. The Underwriter must be paid for services in accordance with its underwriting proposal. 3