Common use of No Reliance No Liability Obligations Absolute Clause in Contracts

No Reliance No Liability Obligations Absolute. 36 SECTION 9.01 No Reliance; Information 36 SECTION 9.02 No Warranties or Liability 37 SECTION 9.03 Obligations Absolute 38 ARTICLE X Miscellaneous 39 SECTION 10.01 Notices 39 SECTION 10.02 Conflicts 39 SECTION 10.03 Effectiveness; Survival 39 SECTION 10.04 Severability 40 SECTION 10.05 Amendments; Waivers 40 SECTION 10.06 Subrogation 40 SECTION 10.07 Applicable Law; Jurisdiction; Consent to Service of Process 41 SECTION 10.08 Waiver of Jury Trial 41 SECTION 10.09 Parties in Interest 41 SECTION 10.10 Specific Performance 42 SECTION 10.11 Headings 42 SECTION 10.12 Counterparts 42 SECTION 10.13 Provisions Solely to Define Relative Rights 42 SECTION 10.14 Control Agent 42 This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the] [each]1 Assignor identified in item 1 below ([the] [each, an] “Assignor”) and [the] [each]2 Assignee identified in item 2 below ([the] [each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors] [the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Second Lien Subordinated Note Purchase Agreement identified below (as amended, the “Purchase Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, [the] [each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignee hereby irrevocably purchases and assumes from [the Assignor] [the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Purchase Agreement, as of the Effective Date inserted by the Collateral Agent as contemplated below (i) all of [the Assignor’s] [the respective Assignors’] rights and obligations in [its capacity as a Holder] [their respective capacities as Holders] under the Purchase Agreement, the Collateral Agency Agreement, the Intercreditor Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor] [the respective Assignors] and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Holder)] [the respective Assignors (in their respective capacities as Holders)] against any Person, whether known or unknown, arising under or in connection with the Purchase Agreement, any other documents or instruments delivered pursuant thereto or the transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to [the] [any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [any] Assignor. _________________________ 1 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

No Reliance No Liability Obligations Absolute. 36 SECTION 9.01 No Reliance; Information 36 29 SECTION 9.02 9.02. No Warranties or Liability 37 30 SECTION 9.03 9.03. Obligations Absolute 38 ARTICLE X Miscellaneous 39 31 SECTION 10.01 10.01. Notices 39 31 SECTION 10.02 10.02. Conflicts 39 32 SECTION 10.03 10.03. Effectiveness; Survival 39 32 SECTION 10.04 10.04. Severability 40 33 SECTION 10.05 10.05. Amendments; Waivers 40 33 SECTION 10.06 10.06. Subrogation 40 33 SECTION 10.07 10.07. Applicable Law; Jurisdiction; Consent to Service of Process 41 34 SECTION 10.08 10.08. Waiver of Jury Trial 41 34 SECTION 10.09 10.09. Parties in Interest 41 34 SECTION 10.10 10.10. Specific Performance 42 35 SECTION 10.11 10.11. Headings 42 35 SECTION 10.12 10.12. Counterparts 42 35 SECTION 10.13 10.13. Provisions Solely to Define Relative Rights 42 35 SECTION 10.14 Control Agent 42 This Assignment and Assumption 10.14. Additional US Grantors 35 INTERCREDITOR AGREEMENT dated as of August 8, 2008, among QUICKSILVER RESOURCES INC., a Delaware corporation (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the] [each]1 Assignor identified in item 1 below ([the] [each, an] “Assignor”) and [the] [each]2 Assignee identified in item 2 below ([the] [each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors] [the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Second Lien Subordinated Note Purchase Agreement identified below (as amended, the “Purchase AgreementBorrower”), receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, [the] [each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignee hereby irrevocably purchases and assumes from [the Assignor] [the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Purchase Agreement, as SUBSIDIARIES of the Effective Date inserted by Borrower whose signatures appear below or who in the Collateral Agent future become parties hereto as contemplated below (i) all of [the Assignor’s] [the respective Assignors’] rights and obligations provided in [its capacity as a Holder] [their respective capacities as Holders] under the Purchase AgreementSection 10.14, the Collateral Agency AgreementJPMORGAN CHASE BANK, the Intercreditor Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor] [the respective Assignors] and (ii) to the extent permitted to be assigned under applicable lawN.A., all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Holder)] [global administrative agent for the respective Assignors First Lien Secured Parties (in their respective capacities such capacity, together with its successors and assigns in such capacity, the “First Lien Collateral Agent”), and CREDIT SUISSE, Cayman Islands branch, in its capacity as Holders)] against any Personadministrative agent for the Term Lenders and as collateral agent for the Second Lien Secured Parties (in such capacity, whether known or unknowntogether with its successors and assigns in such capacity, arising under or in connection with the Purchase Agreement, any other documents or instruments delivered pursuant thereto or the transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the] [an] “Assigned InterestSecond Lien Collateral Agent”). Each such sale and assignment is without recourse to [the] [any] Assignor and, except as expressly provided Capitalized terms used in this Assignment Agreement have the meanings assigned to them in Article I below. On the date hereof, the Borrower, the Term Lenders and AssumptionCredit Suisse, without representation or warranty by [the] [any] AssignorCayman Islands branch, as administrative agent, are entering into the Term Credit Agreement. _________________________ 1 For bracketed language here and elsewhere in this form relating Prior to the Assignor(s)date hereof, the Borrower, Quicksilver Canada, the First Lien Consenting Lenders, the First Lien Global Administrative Agent and the First Lien Canadian Administrative Agent entered into the First Lien Fifth Amendment, which shall become effective on the date hereof. The First Lien Fifth Amendment provides that the Second Priority Liens may be granted to the Second Lien Collateral Agent only if such Liens are subject to the assignment terms of an intercreditor agreement in the form of this Agreement. The Existing Senior Notes Indenture provides that the US Grantors may not create, incur or suffer to exist Liens on the Collateral created under the Term Security Documents unless such Liens are “Permitted Liens” under and as defined in the Existing Senior Notes Indenture or, contemporaneously with the incurrence of such Liens, effective provision is from a single Assignormade to secure the Existing Senior Notes Obligations equally and ratably with the indebtedness secured by such Liens for so long as such indebtedness is so secured. The Term Security Documents create, choose in favor of the first bracketed languageSecond Lien Collateral Agent, for the benefit of the Term Secured Parties and the Existing Senior Notes Secured Parties, Liens on the Second Lien Collateral described therein as security for the indefeasible payment in full in cash and performance of the Term Obligations and the Existing Senior Notes Obligations. If In consideration of the assignment is from multiple Assignorsforegoing and the mutual covenants and obligations herein set forth and for other good and valuable consideration, choose the second bracketed language.sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

No Reliance No Liability Obligations Absolute. 36 SECTION 9.01 No Reliance; Information 36 29 SECTION 9.02 9.02. No Warranties or Liability 37 30 SECTION 9.03 9.03. Obligations Absolute 38 31 ARTICLE X Miscellaneous 39 SECTION 10.01 10.01. Notices 39 31 SECTION 10.02 10.02. Conflicts 39 32 SECTION 10.03 10.03. Effectiveness; Survival 39 32 SECTION 10.04 10.04. Severability 40 33 SECTION 10.05 10.05. Amendments; Waivers 40 33 SECTION 10.06 10.06. Subrogation 40 33 SECTION 10.07 10.07. Applicable Law; Jurisdiction; Consent to Service of Process 41 34 SECTION 10.08 10.08. Waiver of Jury Trial 41 34 SECTION 10.09 10.09. Parties in Interest 41 34 SECTION 10.10 10.10. Specific Performance 42 35 Page SECTION 10.11 10.11. Headings 42 35 SECTION 10.12 10.12. Counterparts 42 35 SECTION 10.13 10.13. Provisions Solely to Define Relative Rights 42 35 SECTION 10.14 Control Agent 42 This Assignment and Assumption 10.14. Additional US Grantors 35 iii INTERCREDITOR AGREEMENT dated as of August 8, 2008, among QUICKSILVER RESOURCES INC., a Delaware corporation (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the] [each]1 Assignor identified in item 1 below ([the] [each, an] “Assignor”) and [the] [each]2 Assignee identified in item 2 below ([the] [each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors] [the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Second Lien Subordinated Note Purchase Agreement identified below (as amended, the “Purchase AgreementBorrower”), receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, [the] [each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignee hereby irrevocably purchases and assumes from [the Assignor] [the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Purchase Agreement, as SUBSIDIARIES of the Effective Date inserted by Borrower whose signatures appear below or who in the Collateral Agent future become parties hereto as contemplated below (i) all of [the Assignor’s] [the respective Assignors’] rights and obligations provided in [its capacity as a Holder] [their respective capacities as Holders] under the Purchase AgreementSection 10.14, the Collateral Agency AgreementJPMORGAN CHASE BANK, the Intercreditor Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor] [the respective Assignors] and (ii) to the extent permitted to be assigned under applicable lawN.A., all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Holder)] [global administrative agent for the respective Assignors First Lien Secured Parties (in their respective capacities such capacity, together with its successors and assigns in such capacity, the “First Lien Collateral Agent”), and CREDIT SUISSE, Cayman Islands branch, in its capacity as Holders)] against any Personadministrative agent for the Term Lenders and as collateral agent for the Second Lien Secured Parties (in such capacity, whether known or unknowntogether with its successors and assigns in such capacity, arising under or in connection with the Purchase Agreement, any other documents or instruments delivered pursuant thereto or the transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the] [an] “Assigned InterestSecond Lien Collateral Agent”). Each such sale and assignment is without recourse to [the] [any] Assignor and, except as expressly provided Capitalized terms used in this Assignment Agreement have the meanings assigned to them in Article I below. On the date hereof, the Borrower, the Term Lenders and AssumptionCredit Suisse, without representation or warranty by [the] [any] AssignorCayman Islands branch, as administrative agent, are entering into the Term Credit Agreement. _________________________ 1 For bracketed language here and elsewhere in this form relating Prior to the Assignor(s)date hereof, the Borrower, Quicksilver Canada, the First Lien Consenting Lenders, the First Lien Global Administrative Agent and the First Lien Canadian Administrative Agent entered into the First Lien Fifth Amendment, which shall become effective on the date hereof. The First Lien Fifth Amendment provides that the Second Priority Liens may be granted to the Second Lien Collateral Agent only if such Liens are subject to the assignment terms of an intercreditor agreement in the form of this Agreement. The Existing Senior Notes Indenture provides that the US Grantors may not create, incur or suffer to exist Liens on the Collateral created under the Term Security Documents unless such Liens are “Permitted Liens” under and as defined in the Existing Senior Notes Indenture or, contemporaneously with the incurrence of such Liens, effective provision is from a single Assignormade to secure the Existing Senior Notes Obligations equally and ratably with the indebtedness secured by such Liens for so long as such indebtedness is so secured. The Term Security Documents create, choose in favor of the first bracketed languageSecond Lien Collateral Agent, for the benefit of the Term Secured Parties and the Existing Senior Notes Secured Parties, Liens on the Second Lien Collateral described therein as security for the indefeasible payment in full in cash and performance of the Term Obligations and the Existing Senior Notes Obligations. If In consideration of the assignment is from multiple Assignorsforegoing and the mutual covenants and obligations herein set forth and for other good and valuable consideration, choose the second bracketed language.sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

No Reliance No Liability Obligations Absolute. 36 SECTION 9.01 No Reliance; Information 36 SECTION 9.02 No Warranties or Liability 37 SECTION 9.03 Obligations Absolute 38 ARTICLE X Miscellaneous 39 SECTION 10.01 Notices 39 SECTION 10.02 Conflicts 39 SECTION 10.03 Effectiveness; Survival 39 SECTION 10.04 Severability 40 SECTION 10.05 Amendments; Waivers 40 SECTION 10.06 Subrogation 40 SECTION 10.07 Applicable Law; Jurisdiction; Consent to Service of Process 41 SECTION 10.08 Waiver of Jury Trial 41 SECTION 10.09 Parties in Interest 41 SECTION 10.10 Specific Performance 42 SECTION 10.11 Headings 42 SECTION 10.12 Counterparts 42 SECTION 10.13 Provisions Solely to Define Relative Rights 42 SECTION 10.14 Control Agent 42 This Assignment and Assumption (the “"Assignment and Assumption”") is dated as of the Effective Date set forth below and is entered into by and between [the] [each]1 Assignor identified in item 1 I below ([the] [each, an] “"Assignor”") and [the] [each]2 Assignee identified in item 2 below ([the] [each, an] “"Assignee”"). [It is understood and agreed that the rights and obligations of [the Assignors] [the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Second Lien Subordinated Note Purchase Agreement identified below (as amended, the “"Purchase Agreement”"), receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 I attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, [the] [each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignee hereby irrevocably purchases and assumes from [the Assignor] [the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Purchase Agreement, as of the Effective Date inserted by the Collateral Agent as contemplated below (i) all of [the Assignor’s] [the respective Assignors’] rights and obligations in [its capacity as a Holder] [their respective capacities as Holders] under the Purchase Agreement, the Collateral Agency Agreement, the Intercreditor Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor] [the respective Assignors] and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Holder)] [the respective Assignors (in their respective capacities as Holders)] against any Person, whether known or unknown, arising under or in connection with the Purchase Agreement, any other documents or instruments delivered pursuant thereto or the transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the] [an] “"Assigned Interest”"). Each such sale and assignment is without recourse to [the] [any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [any] Assignor. _________________________ 1 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.