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(c) ail purposes of the Note Proceedings, Payment of the Debt Service on any Note will be made only to or upon the order of that person. Transfer and Exchange. Any Note may be transferred or exchanged for Notes of any Authorized Denomination, as provided in the Registrar Agreement. 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 Tmsf Company, for use in a Book-Entry System upon the terms provided in the Registrar Agreement. The City and the Registrar must recognize and treat the Depository as the owner of the Notes for ali purposes, including payment of Debt Service, redemption and other notices, and enforcement of remedies 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- 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 bunk-entry/atterest owners by the Depository and to make any other arrangements necessary for the withdrawal of the Notes from the Book-Entity 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 ordinange, at a purchase price to be determined by the Direetur of Finance in the Certificate of Award That purchase price must not be Iess than 97% of the principal amount of the Notes. plus any accrued interest on the Notes, if any, from their date to the Closing Date. The Notes must be sold with and upon such other terms as are required or authorized by this ordinance to be specified in the Certificate of Award. xn accordance 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 tlie 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 ~s hereby authorized and directed m 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 D/rector of Finance ~nay state in the Certificate of Award any changes in the date, the maturity date, the redemption prowsions, 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, subject to the limitations stated in ttfis ordinance. The Director of Finance must s~gn and deliver the Certificate of Award and must cause the Notes to be prepared, signed, and delivered, together with a/me 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 (a) Bond Counsel; The City retains the legal services of Vorys, Sfiter, Seymour and Pease LLP. as bond counsel for the Notes. The legal services will be in the nature of legal advice and recommendations as to the documents and the proceedings in connection with the issuance and sale of the Notes and re~derh~g legal opinions upon the delivery of the Notes. Bond counsel must render those services to the City in an attorney-client relationship. Bond counsel must be paid just and reasonable compensation for those legal services in accordance with its proposal and letter of engagement. 3