EF
FE
C
T

EXECUTION VERSION
PLEDGE AGREEMENT dated as of ____ by and among the Stephen A. Schwarzman
Foundation (the “Grantor”) the Abington School District (“ASD”) and/the Foundation for
Abington School District (the “Foundation” and together with ASD, “Abington”).
WITNESETH:

G
AL

WHEREAS, the Foundation, an organization exempt from Federal income taxation
pursuant to Section 501(c)(3) of the Internal Revenue Code, was formed on March 6, 2017 for
the purpose of supporting education in Abington School District.

LE

WHEREAS, ASD operates Abington Senior High School (the “High School”), built in
1956 and located at 900 Highland Avenue, Abington, Pennsylvania.

AN

Y

WHEREAS, in 2018, ASD will commence a restoration and addition project for the High
School to create a state-of-the-art public high school, as described more fully in Exhibit A and
including the Base Plan, Option 1 and Option 2 (the "Building Project").

F

WHEREAS, the Building Project is expected to be fully completed by September 2022,
and which will include a new Center for Science and Technology to open in September 2020.

O

ID

O

WHEREAS, ASD has committed, subject to the cognitive and behavioral limitations of
individual students, to teaching each high school student how to code, or other comparable future
ready computer literacy skill, and to ensuring that students have the skills necessary to succeed in
the modern economy.

ED

-V

WHEREAS, ASD has committed to providing state of the art Wi-Fi at the High School,
as defined by educational standards in 2018 from the District’s Architect and to providing an
electronic device such as a Chromebook to each of its high school students with the cognitive
and behavioral capacity to utilize one, on a 1:1 basis.

IN
D

WHEREAS, subject to the terms and conditions set forth in this Agreement, the Grantor
agrees to make a grant to the Foundation of $25,000,000 to be used for the Building Project (the
“Grant”).

R

ES
C

NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration the receipt of which is hereby acknowledged, the parties agree as follows:

I.
Purpose of the Grant. The Grantor is making the Grant provided for in this Agreement
to support the Building Project, as more fully described in Exhibit A, and in consideration of and
in reliance on the terms set forth in this Agreement, including the Naming and Recognition set
forth in Section IV. ASD is required by law to provide a thorough and efficient education to its
resident students. ASD has determined that the construction of the Center for Science and
2

 EF
FE
C
T

Technology is critically important to the delivery of instruction that the Board of Directors of
ASD has determined is in the best interests of its students, now and in the future. ASD cannot
fund the construction of the Center for Science and Technology without the Grant. ASD has
determined that (1) the grant of the Naming and Recognition in perpetuity is essential for the
Board to fulfill its requirement to provide the students of ASD with an appropriate education and
(2) the amount of the Grant, believed to be the largest Grant ever to a public high school in the
United States, justifies the time period of the Naming.

G
AL

II.
Grant Amount and Schedule of Contributions. The Grantor agrees to make a total
contribution to the Foundation of $25,000,000 (the “Grant Amount”) subject to the terms and
conditions set forth in this Agreement, according to the following schedule:
Payment Date
No later than July 1, 2018
No later than July 1, 2019
No later than July 1, 2020
No later than July 1, 2021
No later than July 1, 2022

III.

AN

Y

LE

Amount
$6,000,000
$6,000,000
$6,000,000
$3,500,000
$3,500,000

The Building Project

-V

O

ID

O

F

A.
The Grantor will have the right to participate, in person or by phone, in the
planning, design, and construction phases of the Building Project. The Grantor will have the
right to review and comment on the list of general contractors to be engaged by Abington, and to
review and comment on the final design drawings and cost estimates, as well as any material
changes thereto. The Grantor may request that Abington arrange meetings with and obtain
materials from the architect, construction manager, general contractor or any other person
involved in the Building Project, and Abington will use its best efforts to convene such meetings,
and obtain such materials.

R

ES
C

IN
D

ED

B.
Commencing on July 15, 2018, and continuing on a quarterly basis until the
completion of the Building Project, Abington will provide the Grantor with detailed progress
reports (which will include both a narrative component and a cost component comparing actual
costs to budgeted costs) related to the Building Project and will contemporaneously solicit input
from the Grantor related to the Building Project. If at any time, either party is or becomes aware
that the construction schedule for the Building Project is delayed by a period of six months or
more, the Grantor may push back the schedule of payments for an equivalent amount of time.
For example, if, on July 1, 2018, the Grantor is aware that the construction schedule has been
delayed for six months, then the July 1, 2018 payment will be due on January 1, 2019, and,
assuming no other construction delays, all remaining payments will be due on subsequent
anniversaries of January 1, 2019.
C.
To the extent the parties mutually agree that the Building Project cost determined
at the time of the award of bids, but subject to increase or decrease for change orders not
reasonably foreseeable at the time of award of bids, is less than the current estimate of
3

 IV.

EF
FE
C
T

$101,482,078, any cost savings will be used to create a fund to support technology needs at the
High School, including technology related classrooms on the lower level, or such other uses as
are mutually agreed by the Grantor and ASD.
Naming and Recognition.

ED

-V

O

ID

O

F

AN

Y

LE

G
AL

A.
In consideration of the Grantor’s historic and transformative Grant to the
Foundation for the benefit of the High School, the High School will, no later than the first day of
school in September 2020, be named the Abington Schwarzman High School (the “High
School Name”) in perpetuity. The Grantor and ASD will mutually agree on a revised logo for
the High School, incorporating the High School Name (the “Logo”). Notwithstanding paragraph
II, no payment of the Grant will be payable until Abington and Grantor agree on the revised
Logo and samples of the Name and Logo, which will be attached hereto as Exhibit B. The High
School Name will be prominently displayed as soon as the locations for the signs are
permanently constructed, which is expected to be no later than the first day of school in
September 2022, and for as long as the High School exists. The locations and details of the
specific manner in which the High School Name will be displayed will be mutually agreed by
ASD and the Grantor and will be in compliance with the applicable Abington Township zoning
ordinances and codes. For the avoidance of doubt, at a minimum, the High School Name will be
displayed on the front of the school and at all main public exterior entrances, of which there are
currently six such entrances. In addition, (i) beginning on the later of (X) the first day of school
in September 2020 and (Y) the date the Center for Science and Technology is available for
occupancy by students, and for as long as the High School exists, the Center for Science and
Technology will be named the Stephen A. Schwarzman Center for Science and Technology,
and (ii) beginning no later than the first day of school in September 2020 and for as long as the
High School exists, the Auxiliary Gym will be named the Billy Wilson Gym, the Athletic
Complex will be named the Bobby Bryant Athletic Center, and the Athletic Hall of Fame will
be named the Coach Jack Armstrong Athletic Hall of Fame, and additional spaces will be
named in honor of Mark Schwarzman and Warren Schwarzman (the “Additional Names”
and together with the High School Name, the “Names”). The locations and details of the specific
manner in which the Additional Names will be displayed will be mutually agreed by ASD and
the Grantor.

R

ES
C

IN
D

B.
ASD agrees that other than: (1) signs that are required by law (e.g., exit signs,
signs for handicap accessibility, etc.); (2) any promotional banners for exhibits or events at the
High School; (3) any pre-existing permanent signage; and (4) commemorative plaques bearing
text in memory of an important local, national or international figure or event, no other signage
or engravings on the exterior or interior of the High School will bear a name other than the
Names without the Grantor's prior written approval. ASD agrees that it will maintain, refinish,
restore and otherwise keep in good repair and legibility all Names signage.
C.
Abington agrees that it will use the Names and the Logo in a manner consistent
with the Grantor-approved samples to be set forth in Exhibit B, and in all other instances with the
prior written consent of the Grantor, on all: (1) written and/or electronic materials, including any
publications, letterheads, announcements, electronic monitors and maps that relate to or
reference the High School; (2) communications, produced or disseminated by the High School,
4

 that relate to or reference the High School; and (3) promotional banners, flyers and similar
materials for exhibits or events at the High School.

G
AL

EF
FE
C
T

D.
Unless otherwise agreed to in advance by the Grantor in writing, Abington agrees
that it will not, at any time, enter into any other agreement with any other party to: (1) name the
High School or any part of the exterior or interior of the High School after any person or object,
other than the High School Name; or (2) insert any signage or engravings on the exterior or
interior of the High School other than the Names, except as permitted by paragraph IV A and B.
Abington further agrees that the High School Name, when referring to the High School, may not
be combined with any other name or designation. For the avoidance of doubt, at all times the
High School Name will be the only name used when referring to the High School on any of
Abington's written and electronic materials and other communications.

LE

E.
At any time and for any reason, the Grantor may require the High School to cease
use of any of the Names.

AN

Y

F.
Abington agrees to prominently display a portrait of the Grantor, to be
commissioned by the Grantor, in the High School. The details of the commissioning of the
portrait and its display will be mutually agreed upon by ASD and the Grantor.

F

G.
The Grantor and ASD, in conjunction with their respective media and
communications advisors, will mutually agree on all public relations aspects of the Grant,
including the public announcement thereof, to assure its maximum impact and visibility.

R

ES
C

IN
D

ED

-V

O

ID

O

H.
Except for (i) disclosures required to be made: (X) by law (e.g., Form 990), (Y)
for regulatory purposes, and (Z) for audit purposes, and (ii) disclosures made (X) to any of
Abington's lenders or prospective lenders in connection with obtaining financing, complying
with the terms of the financing, or seeking an amendment or alteration of the underlying
financing documents, provided that they are bound by confidentiality obligations no less
restrictive than those set forth herein, and (Y) to representatives of Abington, provided that
they are bound by confidentiality obligations no less restrictive than those set forth herein,
Abington agrees that the following may not be disclosed to any person unless otherwise
agreed to in writing by the Grantor: (1) this Agreement; (2) any oral and/or written
information (whether such information was furnished by or on behalf of the Grantor before,
on, or after the Effective Date) regarding the Agreement and/or the Grantor (including,
without limitation, the content of any discussions or negotiations regarding the Agreement);
and (3) any other external communications, documents, materials or otherwise relating to this
Agreement.

V.

Computers for All Initiative.

A.
ASD will provide state of the art Wi-Fi at the High School as defined by
educational standards in 2018 from the District’s Architect and will provide an appropriate
electronic device such as a Chromebook to each high school student with the cognitive and
behavioral capacity to utilize one on a 1:1 basis. ASD will make a coding, or other comparable
future ready computer literacy skill, curriculum available to all students at the High School, with
the goal of 100% of students, participating in a coding, or other comparable future ready
5

 EF
FE
C
T

technology skill, class during their high school career by 2022 and thereafter, with changes made
in the course to ensure comparable future ready technology skills, in all cases with recognition of
the cognitive and behavioral limitations of individual students.

VI.

G
AL

B.
Commencing with the opening of the Stephen A. Schwarzman Science and
Technology Center, Abington will provide the Grantor with semiannual reports not later than
March 1 and September 1 of each year, containing a detailed description of progress, including
aggregated assessment data, made in teaching coding or other comparable future ready
computer literacy skills, and in ensuring that each student has the skills necessary to succeed
in the modern economy. Abington also agrees to hold semi-annual in-person meetings with
representatives of the Grantor to discuss progress made in meeting these goals. Beginning
with the year 2022, reports may be delivered and meetings may be held annually.
Conditions of Payment.

AN

Y

LE

A.
The Grantor’s obligation to make payments under this Agreement may be
satisfied, in whole or in part, with cash, marketable securities (including, without limitation,
common units of The Blackstone Group L.P.) or other assets reasonably acceptable to the
Foundation (a) valued on the date of transfer to the Foundation in accordance with Section
25.2512-2 of the United States Treasury Regulations and (b) transferred to the Foundation in
accordance with Section 25.2511-2(h) of such Regulations.

IN
D

ED

-V

O

ID

O

F

B.
Each payment to be made under this Agreement is conditioned upon (i) Grantor’s
receipt of the certificate referenced in paragraph VII C, (ii) Abington’s receipt of any outstanding
approvals set forth on Exhibit C, (iii) Grantor’s receipt of all reports required under this
Agreement, and (iv) each of the Foundation and ASD not being in material breach of this
Agreement. In addition, the Grantor’s first payment is conditioned on the Foundation applying
to the Internal Revenue Service for reclassification as a Type I supporting organization pursuant
to section 509(a)(3) of the Internal Revenue Code of 1986, as amended from time to time (the
“Code”), and the second payment is conditioned upon receipt of evidence of such
reclassification. There will be a grace period of three months from any Payment Date. The
payment of any amount may be accelerated or delayed with the written consent of both the
Grantor and the Foundation. If, on or before any Payment Date, a sum that is greater than the
amount due as of that date is contributed toward the Grant Amount, the additional amount will
be credited against one or more of the remaining payments in the manner designated by the
Grantor.

R

ES
C

C.
If the Grant Amount has not been paid in full at the time of the death of Stephen
A. Schwarzman, the grace period for the Payment Date will be the longer of (i) three months
from the date such payment was due and (ii) one year from the date of death (the date on which
such payment is paid, the "Estate Payment Date"). The remaining payments, if any, will be due
in the manner set forth in this Agreement and on each anniversary of the Estate Payment Date.
D.
Abington agrees that the Grantor may monitor use of the Grant (including by
making site visits), discuss matters relating to the Agreement with representatives of Abington,
and review books and records and other material, including financial records of Abington,

6

 arising under or relating to this Agreement. Grantor may also require an outside audit of any or
all expenses paid from the Grant Amount, the cost of any such audit to be borne by Abington.
Representations by ASD and the Foundation.

EF
FE
C
T

VII.

G
AL

A.
The Foundation represents, warrants, and agrees that as of the Effective Date of
this Agreement and on the date of each payment by the Grantor of an installment of the Grant,
(a) it is and will be authorized to accept the Grant in accordance with the terms set forth herein,
and (b) it is and will be a “tax-exempt organization” as herein defined. The term “tax-exempt
organization” will mean an organization in sections 170(c), 501(c)(3), 2055(a) and 2522(a) of the
Code and classified as a public charity pursuant to section 509(a) of the Code. The Foundation
will immediately notify the Grantor of any change in its tax-exempt status or its classification as
a public charity.

R

ES
C

IN
D

ED

-V

O

ID

O

F

AN

Y

LE

B.
Except as set forth on Exhibit C, each of the Foundation and ASD represents,
warrants, and agrees that as of the Effective Date of this Agreement and on the date of each
payment by the Grantor of an installment of the Grant, (i) it has the full right, power and
authority to make, deliver and perform under this Agreement and it has taken all necessary
corporate or other action to authorize the execution, delivery and performance of this Agreement;
(ii) this Agreement constitutes a legal, valid and binding obligation of it; (iii) no authorizations or
approvals, or filings or registrations, with any internal body, or any court, administrative agency
or commission or other governmental authority or instrumentality or self-regulatory organization
or any other third party are necessary in connection with the execution and delivery by it of this
Agreement, and the consummation by it of the transactions contemplated by this Agreement; (iv)
it has received binding commitments for all financing necessary to consummate the transactions
contemplated by this Agreement; (v) the execution and delivery of this Agreement, the
consummation of the transactions contemplated by this Agreement and its compliance with the
terms and conditions of this Agreement will not violate any: (a) provision of its certificate of
incorporation or by-laws, or (b) statute, code, ordinance, rule, regulation, judgment, order, writ,
decree or injunction applicable to it or any of its property or assets; (vi) in connection with
receiving the Grant, neither it nor any of its directors, officers, employees, or representatives nor
any third parties acting on its behalf, have or will pay, offer or promise to pay, or authorize the
payment of, directly or indirectly through any other person or entity, any monies or anything of
value to any person or firm employed by, or acting for or on behalf of, any government entity
(including state-owned or controlled entities or public international organizations), any political
party or official of such party, or any candidate for political office, for the purpose of inducing or
rewarding favorable action (or the withholding of action) or the exercise of influence by such
person or firm, party or official, or candidate in any governmental matter or in any commercial
transaction, in order to assist the Grantor to obtain or retain business or direct business to any
person; and (vii) it will conduct the activities set forth in this Agreement in compliance with all
applicable laws.
C.
Each of the Foundation and ASD acknowledges and agrees that the
representations and warranties set forth in paragraphs VII A and VII B are a condition of
payment of any and all installments of the Grant hereunder, and agrees to deliver satisfactory

7

 certifications or assurances by its legal counsel confirming the validity of such representations
and warranties if requested by the Grantor.

EF
FE
C
T

VIII. Breach, Cure and Termination.

all or substantially all of the High School is destroyed; and/or
the High School is no longer used for any purpose;

ID

(i)
(ii)

F

ASD and the Foundation agree that if, either:

O

B.

AN

Y

LE

G
AL

A.
If the Grantor reasonably determines, in good faith, that either of the Foundation
and ASD has breached any of its obligations under this Agreement, the Grantor will send a
written notice to such party setting forth: (1) the specific breach; and (2) a cure period in which
such party may remedy the breach, which cure period must be at least thirty (30) calendar days
following the date of the notice (the "Notice of Breach"). If the breach is not fully cured to the
reasonable satisfaction of the Grantor within the cure period set forth in the Notice of Breach (or
such other longer period agreed to in writing by the Grantor), the Grantor may: (1) delay any
payment of the Grant Amount until such breach is cured to the satisfaction of the Grantor; (2)
seek to enforce the relevant provisions of this Agreement in accordance with the mechanism set
forth in section IX; and/or (3) if the breach is a material breach, elect to terminate the Agreement
in accordance with paragraph VIII C. Due to the exposure that students will have with the High
School, Grantor acknowledges that Abington must be sensitive to its students needs and may
immediately cease to use any Name set forth in Section IV to the extent the relevant individual
has engaged in any act of moral turpitude which results in a criminal conviction. Upon mutual
agreement of ASD and the Grantor, the relevant Naming rights may be transferred to another
individual.

ED

-V

O

then any new high school must be named for the Grantor, with signage consistent in size and
scale with the signage provided for in this Agreement, as mutually agreed by the Grantor and
ASD. If no high school is constructed the Grantor and ASD will mutually agree to acceptable
alternative recognition for the Grantor, with signage consistent in size and scale with the signage
provided for in this Agreement, as mutually agreed by the Grantor and ASD.
The parties agree that, at any time, the Grantor may, in its sole discretion,
terminate this Agreement by providing a written notice of termination to Abington (the date of
termination referred to in such notice, the "Termination Date") if any of the following events
occur: (1) all or substantially all of the High School is destroyed (e.g., either voluntarily or by
fire, natural disaster, act of terrorism or any other disaster); (2) ASD ceases to use the High
School for the purposes contemplated in this Agreement; or (3) subject to the applicable notice
and cure provisions set forth in paragraph VIII A, either of ASD or the Foundation materially
breaches, and fails to cure, one or more of its obligations set forth in this Agreement. It is
understood that a breach of Section IV hereof will be considered a material breach. The parties
agree that, as of the Termination Date, this Agreement will be of no force and effect and, except
for the surviving provisions as set forth in this Agreement, there will be no further obligations
under this Agreement, including without limitation, any obligation to satisfy the outstanding
balance of the Grant Amount. If at any time the Grantor terminates this Agreement pursuant to

R

ES
C

IN
D

C.

8

 EF
FE
C
T

(3) above, Abington will be liable for actual monetary damages, including reasonable attorney’s
fees, and in the case of a failure to retain the Name in perpetuity or provide the alternate
recognition in compliance with paragraph VIII.B, will return the full amount of the Grant
Amount to the Grantor.

R

ES
C

IN
D

ED

-V

O

ID

O

F

AN

Y

LE

G
AL

IX.
Dispute Resolution. In the unlikely event a dispute arises out of, or relates to, this
Agreement, or the breach of this Agreement, Abington and the Grantor agree to endeavor in
good faith to resolve the dispute through discussion and negotiation within 30 calendar days (or
such other longer period as agreed to in writing by both Abington and the Grantor) after notice
given by either Abington or the Grantor of a request for negotiation. If the dispute or breach is
not resolved within such period, the matter may be resolved by binding arbitration conducted in
New York, New York by three arbitrators pursuant to the then-existing arbitration rules of the
American Arbitration Association or by bringing an action in the federal or state courts located
in New York, New York and each party agrees to submit to the jurisdiction of such courts. Any
controversy or claims will be kept confidential by the parties and their attorneys and advisors,
without publicity (other than the public court filings and other public filings arising out of, or in
connection with, the controversy or claims), and except as may be required by law, no party,
mediator, or arbitrator may disclose the existence, content, or results of any mediation or
arbitration under this Agreement without the mutual written consent of the Grantor and
Abington. Abington agrees to not contest the standing of the Grantor or any assignee in any such
action or arbitration. Abington agrees that the Grantor's remedies at law for a failure to perform,
breach or threatened breach of this Agreement would be inadequate and the Grantor would suffer
irreparable damages as a result of such failure to perform, breach or threatened breach. In
recognition of this fact, each of ASD and the Foundation agrees that, in the event of the either the
Foundation’s or ASD’s failure to perform, breach or threatened breach, in addition to any
remedies at law, the Grantor, without posting any bond, will be entitled to seek equitable relief in
the form of specific performance, temporary restraining order, temporary or permanent
injunction or any other equitable remedy which may then be available.

9

 EF
FE
C
T

X.
Notices. All communications required by this Agreement to be in writing will be
emailed, mailed, faxed or sent by courier to:

THE GRANTOR
Stephen A. Schwarzman
c/o The Blackstone Group
345 Park Avenue
New York, NY 10154

ABINGTON
Mr. Christopher Lionetti, Board Secretary
Administration Building
970 Highland Avenue
Abington, PA 19001
Email:
christopherionetti@abington.k12.pa.us
BusinessManager@Abington.k.12.pa.us

G
AL

With a copy to:
Amy Stursberg
c/o The Blackstone Group
345 Park Avenue
New York, NY 10154
Email: Amy.Stursberg@blackstone.com
Fax: 646-455-4473

LE

Y

AN

F

ID

and to:

The Foundation:
Kenneth A. Roos, Secretary
Wisler Pearlstine, LLP
460 Norristown Road, Suite 110
Blue Bell, PA 19422-2323
Email: kroos@wispearl.com
Fax: 610-828-4887

O

John Magliano
c/o The Blackstone Group
345 Park Avenue
New York, NY 10154
Email: magliano@blackstone.com
Fax: 646-253-8946

With a copy to:
Dr. Amy Sichel
Superintendent of Schools
Abington School District
Administration Building
970 Highland Avenue
Abington, PA 19001
Email: amysichel@abington.k12.pa.us
Superintendent@abington.k12.pa.us

ED

-V

O

Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
Attention: Jennifer I. Reynoso, Esq.
Email: jreynoso@stblaw.com
Fax: 212-455-2502

IN
D

Notices on behalf of a party may be signed, and sent, by an attorney for that party. Any changes
to the above communication parties will be made in writing.

R

ES
C

XI.
Indemnification. Each of ASD and the Foundation agrees to indemnify and hold the
Grantor harmless from and against any and all Claims arising out of this Agreement or the Grant,
provided that any such Claim is not the result of the willful misconduct or gross negligence of
the Grantor. For purposes of this Section, a “Claim” will include any claim, action, suit,
proceeding or litigation, and any loss, deficiency, damages, liabilities, costs and expenses,
including without limitation, reasonable attorney’s fees and all related costs and expenses, to be
paid to a third party or otherwise incurred in connection with the defense of any claim, action,
suit, proceeding or litigation.

10

 G
AL

EF
FE
C
T

XII. Compliance with Law Governing Pennsylvania Public Schools. Whenever possible,
each provision of this Agreement will be interpreted in such a manner as to be effective and valid
under applicable law, but if any provisions of this Agreement shall be prohibited by or invalid
under applicable law, such provisions shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the remaining provisions of
this Agreement. This Agreement will be construed without regard to any presumption of the rule
requiring construction against the party causing this Agreement to be drafted. The parties agree
that it is impractical to enumerate all such applicable laws, but such laws include but are
expressly not limited to, the Pennsylvania Right-to-Know Law, 65 P.S. §§67.101 -67.3104; the
Individuals With Disabilities Education Act, 20 U.S.C. §§1400-1482; the Family Educational
Rights and Privacy Act, 20 U.S.C. §1232g; 22 Pa. Code 4.4, and the Pennsylvania Public School
Code, 24 P.S. §§1-101 – 27-2702.

F

AN

Y

LE

XIII. Entire Agreement and Modification. This Agreement (and its exhibits) contains all of
the representations and agreements between the parties hereto. This Agreement may be changed
only by an agreement in writing executed by each of the parties hereto. Any waiver by any party
of any provision of the Agreement or any right or rights hereunder will be binding only if it is in
writing and executed by the waiving party, will not be deemed to be a continuing waiver and will
not prevent any party from thereafter enforcing such provision or right in the future, but the same
will continue in full force and effect. Each of the parties hereto agrees that it will execute any
and all instruments and perform any and all acts that may be deemed necessary or advisable to
carry out any of the terms hereof.

ID

O

XIV. Successors. This Agreement will be binding upon and inure to the benefit of, and will
be enforceable by, the parties hereto and their permitted successors and assigns.

-V

O

XV. Severability. If any provision of this Agreement is held invalid, such invalidity will not
affect the other provisions of this Agreement that can be given effect without the invalid
provisions, and, to this end, the provisions of this Agreement are intended to and will be deemed
severable.

IN
D

ED

XVI. Governing Law. The validity, construction, and performance of this Agreement, but
not the determination of compliance with the laws governing Pennsylvania public schools
contemplated by Section XII above, will be governed by the laws of the State of New York
without regard to conflict of law rules.

R

ES
C

XVII. Assignment. Neither ASD nor the Foundation may assign and of its rights or
obligations under this Agreement without the written consent of the Grantor. The Grantor may
assign any of its rights under this Agreement; however, the Grantor may only assign its payment
obligations under this Agreement with the written consent of ASD and the Foundation.
XVIII. Survival. All sections of this Agreement, other than Sections II, VI and VII will survive
termination of this Agreement.

11

 XIX. Counterparts. This Agreement may be executed in one or more counterparts, each of
which will be deemed an original and all of which will constitute one and the same instrument.

EF
FE
C
T

XX. Effective Date. This Agreement will become effective on the date as of the date first set
forth above (the “Effective Date”).

IN WITNESS WHEREOF, each party has executed this Agreement as of the date set forth
above.

G
AL

STEPHEN A. SCHWARZMAN FOUNDATION

LE

______________________________
By: Stephen A. Schwarzman

O

F

______________________________
By: Raymond McGarry
Title: President, Board of School Directors

AN

Y

ABINGTON SCHOOL DISTRICT

ID

THE FOUNDATION FOR ABINGTON SCHOOL DISTRICT

R

ES
C

IN
D

ED

-V

O

______________________________
By: Amy Sichel, Ph.D.
Title: Vice-President

12

 EXHIBIT A

EF
FE
C
T
LE

G
AL

EXHIBIT B

R

ES
C

IN

D

ED

-V

O

ID

O

F

AN

Y

ABINGTON SCHWARZMAN HIGH SCHOOL

 EXHIBIT C

EF
FE
C
T

REQUIRED APPROVALS

R

ES
C

IN
D

ED

-V

O

ID

O

F

AN

Y

LE

G
AL

DEP approval for sanitary
NPDES permitting
Montgomery County Conservation District approval for storm water and erosion
and sedimentation control
Abington Township code review