The Participating Interests. Each U.S. Lender (other than the Lender acting as U.S. L/C Issuer with respect to the applicable U.S. Letter of Credit) severally and not jointly agrees to purchase from the U.S. L/C Issuers, and each such L/C Issuer hereby agrees to sell to each such U.S. Lender (a “U.S. Participating Lender”), an undivided participating interest (a “U.S. Participating Interest”) to the extent of its U.S. Revolver Percentage in each U.S. Letter of Credit issued by, and each U.S. Reimbursement Obligation owed to, such U.S. L/C Issuer. Each Canadian Lender (other than the Lender acting as Canadian L/C Issuer with respect to the applicable Canadian Letter of Credit) severally and not jointly agrees to purchase from the Canadian L/C Issuers, and each such L/C Issuer hereby agrees to sell to each such Canadian Lender (a “Canadian Participating Lender”), an undivided participating interest (a “Canadian Participating Interest”) to the extent of its Canadian Revolver Percentage in each Canadian Letter of Credit issued by, and each Canadian Reimbursement Obligation owed to, such Canadian L/C Issuer. Upon Borrowers’ failure to pay any Reimbursement Obligation on the date and at the time required, or if an L/C Issuer is required at any time to return to the Borrowers or to a trustee, receiver, liquidator, custodian or other Person any portion of any payment of any Reimbursement Obligation, each Participating Lender shall, not later than the Business Day it receives a certificate in the form of [Exhibit A] hereto from such L/C Issuer (with a copy to the Administrative Agent) to such effect, if such certificate is received before 1:00 p.m. (Cincinnati time), or not later than 1:00 p.m. (Cincinnati time) the following Business Day, if such certificate is received after such time, pay to the Administrative Agent for the account of the applicable L/C Issuer an amount equal to such Participating Lender’s U.S. Revolver Percentage or Canadian Revolver Percentage, as applicable, of such unpaid or recaptured Reimbursement Obligation together with interest on such amount accrued from the date the applicable L/C Issuer made the related payment to the date of such payment by such Participating Lender at a rate per annum equal to: # from the date the related payment was made by the applicable L/C Issuer to the date two (2) Business Days after payment by such Participating Lender is due hereunder, # if such Letter of Credit is denominated in Canadian Dollars, in Canadian Dollars the Canadian L/C Issuer’s cost of funds for such day and # if such Letter of Credit is denominated in U.S. Dollars, in U.S. Dollars the Federal Funds Rate for each such day and # from the date two (2) Business Days after the date such payment is due from such Participating Lender to the date such payment is made by such Participating Lender, # if such Letter of Credit is denominated in Canadian Dollars, in Canadian Dollars the Canadian Prime Rate in effect for such day and # if such Letter of Credit is denominated in U.S. Dollars, in U.S. Dollars the Base Rate in effect for each such day. Each such Participating Lender shall, after making its appropriate payment, be entitled to receive its Percentage of each payment received in respect of the relevant Reimbursement Obligation and of interest paid thereon, with the applicable L/C Issuer retaining its Percentage thereof as a Lender hereunder.

Participating Employer. Participating Employer means the Company and each Affiliate who has adopted the Plan with the consent of the Company. Each Participating Employer shall be identified on [Schedule A] attached hereto.

Participating Employers. The Company is a “Participating Employer” in the Plan. Each subsidiary or affiliate of the Company that employs one or more Participants shall also be a Participating Employer. Each Participating Employer shall pay the cost of the benefits to which a Participant is entitled under the Plan attributable to service with that employer, and its share of the other expenses of the Plan, in each case in such amounts as are determined by the Company in its sole discretion. The Participating Employers are Ovintiv Services Inc. (f/k/a Encana Services Company Ltd.), Ovintiv USA Inc. (f/k/a Encana Oil & Gas (USA)) and, Ovintiv Inc. (including any payments made by Alenco Inc.).

Participating Company. “Participating Company” shall mean the Company and such Subsidiary Corporations as may be designated from time to time by the Board of Directors of the Company.

The Sponsor, UHS of Delaware, Inc., any other business organization that succeeds either of the foregoing entities, or any other business entity that adopts the Plan with the consent of the Board.

Participating Interests. The Participating Interests of the Participating Companies are as follows:

means a company that has been designated as participating in the Plan for the benefit of its Employees and that continues to participate in the Plan, all as provided in [Section 14.3].

Participating Subsidiaries. The term “participating subsidiaries” shall mean any subsidiary of the Company which is designated by the Board of Directors to participate in the Plan. The Board of Directors shall have the power to make such designation before or after the Plan is approved by the stockholders.

The Participating Interests. Each Lender (other than the Lender acting as L/C Issuer in issuing the relevant Letter of Credit), by its acceptance hereof, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the L/C Issuer,

The Participating Interests. Each Lender (other than the Lender acting as L/C Issuer in issuing the relevant Letter of Credit), by its acceptance hereof, shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the L/C Issuer, and the L/C Issuer shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably sold to each such Lender (a “Participating Lender”), an undivided percentage participating interest (a “Participating Interest”), to the extent of its Revolver Percentage, in each Letter of Credit issued by, and each Reimbursement Obligation owed to, the L/C Issuer. Upon any failure by Borrower to pay any Reimbursement Obligation at the time required on the date the related drawing is to be paid, as set forth in [Section 2.2(c)] above, or if the L/C Issuer is required at any time to return to Borrower or to a trustee, receiver, liquidator, custodian or other Person any portion of any payment of any Reimbursement Obligation, each Participating Lender shall, not later than the Business Day it receives a certificate in the form of Exhibit A from the L/C Issuer (with a copy to Administrative Agent) to such effect, if such certificate is received before 1:00 p.m., or not later than 1:00 p.m. the following Business Day, if such certificate is received after such time, pay to Administrative Agent for the account of the L/C Issuer an amount equal to such Participating Lender’s Revolver Percentage of such unpaid or recaptured Reimbursement Obligation together with interest on such amount accrued from the date the related payment was made by the L/C Issuer to the date of such payment by such Participating Lender at a rate per annum equal to: # from the date the related payment was made by the L/C Issuer to the date two (2) Business Days after payment by such Participating Lender is due hereunder, the Federal Funds Rate for each such day and # from the date two (2) Business Days after the date such payment is due from such Participating Lender to the date such payment is made by such Participating Lender, the Base Rate in effect for each such day. Each such Participating Lender shall thereafter be entitled to receive its Revolver Percentage of each payment received in respect of the relevant Reimbursement Obligation and of interest paid thereon, with the L/C Issuer retaining its Revolver Percentage thereof as a Lender hereunder. The several obligations of the Participating Lenders to the L/C Issuer under this [Section 2.2] shall be absolute, irrevocable, and unconditional under any and all circumstances whatsoever and shall not be subject to any set off, counterclaim or defense to payment which any Participating Lender may have or have had against Borrower, the L/C Issuer, Administrative Agent, any Lender or any other Person whatsoever. Without limiting the generality of the foregoing, such obligations shall not be affected by any Default or by any reduction or termination of the Commitment of any Lender, and each payment by a Participating Lender under this [Section 2.2] shall be made without any offset, abatement, withholding or reduction whatsoever.