EXHIBIT
4.2


 


EXECUTION COPY


 


OVINTIV CANADA
ULC


 


 GUARANTEE




THIS GUARANTEE is made as of April 1, 2022.


WHEREAS the Guarantor is a Subsidiary of the Borrower;


AND WHEREAS the
Guarantor has agreed to provide a guarantee of the Borrower’s obligations under the Credit Agreement;


NOW THEREFORE,
in consideration of the covenants and agreements herein contained, and other good and valuable consideration (the receipt and sufficiency
of which are hereby conclusively acknowledged), the Guarantor hereby covenants and agrees with the Beneficiaries as follows:


ARTICLE 1 –
INTERPRETATION


	1.1	Definitions



(a)          In this Guarantee and the recitals hereto, unless something in the subject matter or context is inconsistent therewith:


“Agent”
means JPMorgan Chase Bank, N.A., as administrative agent for the Lenders parties to the Credit Agreement.


“Beneficiaries”
means, collectively, the Lender Parties and the Agent, and “Beneficiary” means any of the foregoing.


“Borrower”
means Ovintiv Inc. and its successors.


“Credit Agreement”
means the amended and restated credit agreement made as of April 1, 2022, among the Borrower, as borrower, JPMorgan Chase Bank, N.A.
and such other persons as become parties thereto, as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., as agent
of such lenders, as the same may be further amended, modified, supplemented or restated from time to time in accordance with the provisions
thereof.


“Default Rate”
means a rate per annum that is equal to the rate of interest then payable under the Credit Agreement on Base Rate Advances plus 1.0%
per annum.


“Guarantee”
means this guarantee, as amended, modified, supplemented or restated from time to time in accordance with the provisions hereof.


“Guarantor”
means Ovintiv Canada ULC and its successors.


“Obligations”
means, collectively and at any time and from time to time, all of the obligations, indebtedness and liabilities (present or future,
absolute or contingent, matured or not) of the Borrower to the Agent and the Lenders under, pursuant or relating to the Credit Agreement
and the other Loan Documents (other than this Guarantee) and including all Advances and all interest, commissions, legal and other costs,
charges and expenses payable by the Borrower under the Credit Agreement and such other Loan Documents, whether the same are from time
to time reduced and thereafter increased or entirely extinguished and thereafter incurred again.


(b)          Capitalized words and phrases used in this Guarantee and the recitals hereto without express definition herein shall, unless
something in the subject matter or context is inconsistent therewith, have the same defined meanings as are ascribed to such words
and phrases in the Credit Agreement. For



    	 	 	 



     


    

 certainty, if the Credit Agreement ceases to be in force for any reason whatsoever, then
for all purposes hereof the aforementioned capitalized words and phrases shall continue to have the same defined meanings set forth
in the Credit Agreement as if such agreement remained in force in the form immediately prior to its ceasing to be in force.


	1.2	Headings



The division of this Guarantee
into Articles and Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or
interpretation of this Guarantee. The terms “this Guarantee”, “hereof”, “hereunder” and similar expressions
refer to this Guarantee and not to any particular Article, Section or other portion hereof and include any agreement supplemental hereto.
Unless something in the subject matter or context is inconsistent therewith, references herein to Articles and Sections are to Articles
and Sections of this Guarantee.


	1.3	Number; persons; including



Words importing the singular
number only shall include the plural and vice versa, words importing the masculine gender shall include the feminine and neuter genders
and vice versa and words importing persons shall include individuals, partnerships, associations, trusts, unincorporated organizations
and corporations and vice versa and words and terms denoting inclusiveness (such as “include” or “includes” or
“including”), whether or not so stated, are not limited by their context or by the words or phrases which precede or succeed
them.


ARTICLE 2 – GUARANTEE


	2.1	Guarantee of Obligations



The Guarantor hereby unconditionally
and irrevocably guarantees to the Beneficiaries the payment and performance of all of the Obligations, together with interest thereon
as provided in Section 5.4.


	2.2	Indemnity



If any or all of the Obligations
are not duly paid or performed by the Borrower or any Subsidiary, as applicable, and are not recoverable under Section 2.1 for
any reason whatsoever, the Guarantor will, as a separate and distinct obligation, indemnify and save harmless the Beneficiaries from and
against all losses resulting from the failure of the Borrower or such Subsidiary to pay and perform such Obligations.


	2.3	Guarantor as Principal Obligor



If any or all of the Obligations
are not duly paid or performed by the Borrower or any Subsidiary, as applicable, and are not recoverable under Section 2.1 or the
Beneficiaries are not indemnified under Section 2.2, in each case, for any reason whatsoever, such Obligations shall, as a separate
and distinct obligation, be recoverable by the Beneficiaries from the Guarantor as the primary obligor and principal debtor in respect
thereof and shall be paid to the Beneficiaries forthwith after demand therefor as provided herein.


	2.4	Guarantee Absolute and Unconditional



The liability and obligations
of the Guarantor hereunder shall be continuing, unconditional and absolute and, without limiting the generality
of the foregoing, shall not be released, discharged, limited or



    	 	 	 



     


    

 otherwise affected by:


		(a)	any extension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or
release in respect of any Obligation, security, person or otherwise, including any extension, other indulgence, renewal, settlement, discharge,
compromise, waiver, subordination or release of any of the Obligations, covenants or undertakings of the Borrower and its Subsidiaries
under the Loan Documents;



		(b)	any modification or amendment of or supplement to the Obligations;



		(c)	any loss of or in respect of any security held by or on behalf of the Beneficiaries, whether occasioned
by the fault of the Beneficiaries or otherwise, including any release, non- perfection or invalidity of any such security;



		(d)	any change in the existence, structure, constitution, name, control or ownership of the Borrower, any
Subsidiary or any other person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any
Subsidiary or any other person or their respective assets;



		(e)	the existence of any set-off, counterclaim, claim or other right which the Guarantor, the Borrower or
any Subsidiary may have at any time against the Beneficiaries or any other person, whether in connection with the Credit Agreement, this
Guarantee, any other Loan Document or any unrelated transaction;



		(f)	any provision of Applicable Law purporting to prohibit or limit the payment by the Borrower or any Subsidiary,
as applicable, of any Obligation, and the foregoing is hereby waived by the Guarantor to the extent permitted under Applicable Law;



		(g)	any limitation, postponement, prohibition, subordination or other restriction on the right of a Beneficiary
or any other person on behalf of a Beneficiary to payment of the Obligations;



		(h)	any release, substitution or addition of any other guarantor of the Obligations;



		(i)	any defense arising by reason of any failure of any Beneficiary or any other person on a Beneficiary’s
behalf to make any presentment, demand, or protest or to give any other notice, including notice of all of the following: acceptance of
this Guarantee, partial payment or non- payment of all or any part of the Obligations and the existence, creation, or incurring of new
or additional Obligations;



		(j)	any defense arising by reason of any failure of a Beneficiary or any other person on behalf of a Beneficiary
to proceed against the Borrower, any Subsidiary or any other person, or to apply or exhaust any security held from the Borrower, any Subsidiary
or any other person for the Obligations, to proceed against, apply or exhaust any security held from the Guarantor or any other person,
or to pursue any other remedy available to the Beneficiaries or any other person on behalf of the Beneficiaries;



		(k)	any defense arising by reason of the invalidity, illegality or lack of enforceability of the Obligations
or any part thereof or of any security or guarantee in support thereof, or by reason of any incapacity, lack of authority, or other defense
of the Borrower, any Subsidiary or any other person, or by reason of any limitation, postponement or prohibition on a Beneficiary’s
or other person on behalf of a Beneficiary’s rights to payment, or the cessation from any cause whatsoever of the liability of the
Borrower, any Subsidiary or any other person with respect to all or any part of the Obligations (other than irrevocable payment to the
Beneficiaries in full, in cash, of the Obligations), or by reason of any act or omission of the Beneficiaries or others which directly
or indirectly results in the discharge or release of the Borrower, any Subsidiary or any other person or of all or any part of the Obligations
or any security or guarantee therefor, whether by contract, operation of law or otherwise;





    	 	 	 



     


    

		(l)	any defense arising by reason of the failure by a Beneficiary or any other person on behalf of a Beneficiary
to obtain, register, perfect or maintain any security in or upon any property of the Borrower, any Subsidiary or any other person, or
by reason of any interest of the Beneficiaries or any other person on behalf of the Beneficiaries in any property, whether as owner thereof
or as holder of security therein or thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or
by reason of any impairment of any right or recourse to collateral;



		(m)	any defense arising by reason of the failure of the Beneficiaries or any other person on behalf of the
Beneficiaries to marshal assets;



		(n)	to the extent permitted under Applicable Law, any defense based upon any failure of the Beneficiaries
or any other person on behalf of the Beneficiaries to give to the Borrower, any Subsidiary or the Guarantor notice of any sale or other
disposition of any property securing any or all of the Obligations or any other guarantee thereof, or any notice that may be given in
connection with any sale or other disposition of any such property;



		(o)	any defense based upon or arising out of any bankruptcy, insolvency, reorganization, moratorium, arrangement,
readjustment of debt, liquidation or dissolution proceeding commenced by or against the Borrower, any Subsidiary or any other person,
including any discharge or bar against collection of any of the Obligations; or



		(p)	any other law, event or circumstance or any other act or failure to act or delay of any kind by the Borrower,
any Subsidiary, the Beneficiaries or any other person, which might, but for the provisions of this Section, constitute a legal or equitable
defense to or discharge, limitation or reduction of the Guarantor’s obligations hereunder, other than as a result of the payment
or extinguishment in full of the Obligations.



The foregoing provisions
apply and the foregoing waivers, to the extent permitted under Applicable Law, shall be effective even if the effect of any action or
failure to take action by the Beneficiaries or any other person on behalf of the Beneficiaries is to destroy or diminish the Guarantor’s
subrogation rights, the Guarantor’s right to proceed against the Borrower or any Subsidiary for reimbursement, the Guarantor’s
right to recover contribution from any other guarantor or any other right or remedy of the Guarantor.


ARTICLE 3 – DEALINGS WITH THE BORROWER,
THE SUBSIDIARIES AND OTHERS





	3.1	No Release



The Beneficiaries, without
releasing, discharging, limiting or otherwise affecting in whole or in part the Guarantor’s liability and obligations hereunder,
may:


		(a)	grant time, renewals, extensions, indulgences, releases and discharges to the Borrower, any Subsidiary
or any other guarantor or endorser;
	 	 	 
	 	(b)	take or abstain from taking security or collateral from the Borrower, any Subsidiary or any other guarantor
or endorser or from perfecting security or collateral of the Borrower, any Subsidiary or any other guarantor or endorser;



		(c)	accept compromises from the Borrower, any Subsidiary or any other guarantor or endorser;



		(d)	subject to the Credit Agreement and the other Loan Documents, apply all money at any time received from
the Borrower or any Subsidiary or from security upon such part of the Obligations as the Beneficiaries may see fit or change any such
application in whole or in part from time to time as the Beneficiaries may see fit; or






    	 	 	 



     


    






		(e)	otherwise deal with the Borrower, any Subsidiary and all other persons and security as the Beneficiaries
may see fit.



	3.2	No Exhaustion of Remedies



The Beneficiaries shall
not be bound or obligated to exhaust their recourse against the Borrower, any Subsidiary or other persons or any securities or collateral
it may hold or take any other action (other than to make demand pursuant to Article 5) before the Beneficiaries shall be entitled to demand,
enforce and collect payment from the Guarantor hereunder.


	3.3	Evidence of Obligations



Any account settled or
stated in writing by or between a Beneficiary or the Beneficiaries, as the case may be, and the Borrower or any Subsidiary, as applicable,
shall be prima facie evidence that the balance or amount thereof appearing due to the same is so due.


	3.4	No Set-off



In any claim by the Beneficiaries
against the Guarantor hereunder, the Guarantor shall not claim or assert any set-off, counterclaim, claim or other right that any of the
Borrower, any Subsidiary or the Guarantor may have against one or more of the Beneficiaries.


ARTICLE 4 – TERM OF GUARANTEE


	4.1	Continuing Guarantee



This Guarantee shall be
a continuing guarantee and shall continue to be effective even if at any time any payment of any of the Obligations is rendered unenforceable
or is rescinded or must otherwise be returned by any Beneficiary for any reason whatsoever (including the insolvency, bankruptcy or reorganization
of the Borrower or any Subsidiary, as applicable), all as though such payment had not been made.


	4.2	Revival of Indebtedness



If at any time, all or
any part of any payment previously received by a Beneficiary and applied to any Obligation must be rescinded or returned by such Beneficiary
for any reason whatsoever (including the insolvency, bankruptcy or reorganization of the Borrower or any Subsidiary, as applicable), such
Obligation shall, for the purpose of this Guarantee, to the extent that such payment must be rescinded or returned, be deemed to have
continued in existence, notwithstanding such application by such Beneficiary, and this Guarantee shall continue to be effective or be
reinstated, as the case may be, as to such Obligation as though such application by such Beneficiary had not been made.


	4.3	Release of Guarantee



If the Guarantor is
released from its guarantee of the due and punctual payment of the principal of, premium, if any, and interest on the
Borrower’s (i) 8.125% notes due September 15, 2030, (ii) 7.20% notes due November 1, 2031, (iii) 7.375% notes due November 1,
2031, (iv) 6.50% notes due August 15, 2034, (v) 6.625% notes due August 15, 2037, (vi) 6.50% notes due February 1, 2038, (vii) 5.15%
notes due November 15, 2041, (viii) 5.625% notes due July 1, 2024 and (ix) 5.375% notes due January 1, 2026 (other


 



    	 	 	 



     


    

than as a result
of any payment being made under such guarantee), then, upon the request of the Borrower or the Guarantor for the release of this
Guarantee and provided that no Default has occurred and is continuing or would result from such release, this Guarantee shall also
be released (and the Agent shall promptly execute such documents and instruments as the Borrower or the Guarantor may reasonably
request to evidence such release).


ARTICLE 5 – DEMAND FOR PAYMENT, EXPENSES
AND INTEREST


	5.1	Demand for Payment



The Beneficiaries shall
be entitled to make demand upon the Guarantor at any time during the continuance of an Event of Default and upon any such demand the Beneficiaries
may treat all Obligations as due and payable and may forthwith collect from the Guarantor all Obligations. The Guarantor shall make payment
to or performance in favor of the Beneficiaries of all Obligations forthwith after demand therefor is made upon the Guarantor by the Beneficiaries
as aforesaid.


	5.2	Stay of Acceleration



If acceleration of the
time for payment of any amount payable by the Borrower or any Subsidiary, as applicable, in respect of the Obligations is stayed upon
the insolvency, bankruptcy, arrangement or reorganization of the Borrower or such Subsidiary or any moratorium affecting the payment of
the Obligations, all such amounts that would otherwise be subject to acceleration shall nonetheless be payable by the Guarantor hereunder
forthwith on demand by the Beneficiaries.


	5.3	Expenses



The Guarantor shall pay
to the Beneficiaries all reasonable out of pocket costs and expenses, including all reasonable legal fees and other expenses incurred
by the Beneficiaries from time to time in the enforcement, realization and collection of or in respect of this Guarantee. All such amounts
shall be payable by the Guarantor on demand by the Beneficiaries.


	5.4	Interest



Any payment obligation
comprised in the Obligations guaranteed hereunder which is not paid when due hereunder shall bear interest, to the extent not already
included in the Obligations, both before and after default or judgment, from the date of demand pursuant to Section 5.1 to the
date of payment at the rate or rates provided in the relevant Loan Document for such Obligations or, in the event no such rate is provided
for therein, at a rate per annum that is equal to the Default Rate. Any other amounts payable pursuant hereto, including pursuant to Section
5.3, which are not paid when due hereunder shall bear interest, both before and after default or judgment, from the date of demand
pursuant to Section 5.1 to the date of payment or reimbursement thereof by the Guarantor at a rate per annum that is equal to the
Default Rate. All such interest shall accrue daily and shall be payable by the Guarantor on demand by the Beneficiaries.


ARTICLE 6 – SUBROGATION


	6.1	Subrogation



		(a)	Until all Obligations have been irrevocably paid in full in cash, the Guarantor shall have no right of
subrogation to, and waives to the fullest extent permitted by Applicable Law, any right to enforce any remedy which the Beneficiaries
now have or may hereafter have against the Borrower or any Subsidiary, as applicable, in respect of the Obligations, and until such time
the Guarantor waives any benefit of, and





    	 	 	 



     


    
			any right to participate in, any security,
now or hereafter held by the Beneficiaries for the Obligations.






		(b)	If (i) the Guarantor performs or makes payment to the Beneficiaries of all amounts owing by the Guarantor
under this Guarantee, and (ii) the Obligations are performed and irrevocably paid in full then the Beneficiaries will, at the Guarantor’s
request, execute and deliver to the Guarantor appropriate documents, without recourse and without representation and warranty, necessary
to evidence the transfer by subrogation to the Guarantor of the Beneficiaries’ interest in the Obligations and any security held
therefor resulting from such performance or payment by the Guarantor.



 


ARTICLE 7 – REPRESENTATIONS AND WARRANTIES;
COVENANTS


	7.1	Representations and Warranties



The Guarantor represents
and warrants as follows to each of the Beneficiaries and acknowledges and confirms that each of the Beneficiaries is relying upon such
representations and warranties:


		(a)	Status and Authority



It is an unlimited liability company continued
under the laws of the Province of British Columbia and has all authority, capacity and powers and all material governmental authorizations
required to carry on its business as now conducted.


		(b)	Valid Authorization



The execution, delivery and performance by
the Guarantor of this Guarantee (i) is within the Guarantor’s authority, capacity and power, (ii) has been duly authorized by all
necessary corporate and other action, (iii) requires no governmental authorization or action by or in respect of, or filing with, any
governmental authority, and (iv) does not contravene or constitute a default under any provision of Applicable Law, or any agreement or
any judgment, injunction, order, decree or other instrument binding upon the Guarantor or result in the creation or imposition of any
security on any asset of the Guarantor or any of its Subsidiaries.


		(c)	Enforceability of Guarantee



This Guarantee constitutes a valid and legally
binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms subject to applicable bankruptcy,
insolvency and other laws of general application limiting the enforceability of creditors’ rights and to the fact that equitable
remedies are only available in the discretion of the court.


	7.2	Effective Time of Repetition



 


All representations and
warranties, when repeated or deemed to be repeated hereunder, shall be construed with reference to the facts and circumstances existing
at the time of repetition, unless they are stated herein to be made as at the date hereof.


	7.3	Nature of Representations and Warranties



The representations and
warranties set out in this Guarantee or deemed to be made pursuant hereto shall survive the execution and delivery of this Guarantee notwithstanding
any investigations or examinations which may be made by the Beneficiaries. Such representations and warranties shall survive until this
Guarantee has been terminated.



    	 	 	 



     


    




	7.4	Covenants Contained in the Credit Agreement and Other Loan Documents



The Guarantor hereby covenants
and agrees with the Beneficiaries that the Guarantor shall observe, perform and comply with any and all of the covenants of the Borrower
and its Subsidiaries contained in the Credit Agreement or other Loan Documents that the Borrower or such other Subsidiary agrees that
the Guarantor (as a Subsidiary or otherwise) shall observe, perform and comply with.


ARTICLE 8 – [RESERVED]


ARTICLE 9 – GENERAL


	9.1	Waiver of Notices



The Guarantor hereby waives
promptness, diligence, presentment, demand of payment, notice of acceptance and any other notice with respect to this Guarantee and the
obligations guaranteed hereunder, except for the demand pursuant to Section 5.1.


	9.2	Benefit of the Guarantee



This Guarantee shall inure
to the benefit of the respective successors and permitted assigns of the Beneficiaries and be binding upon the successors of the Guarantor.


	9.3	Foreign Currency Obligations



The Guarantor shall make
payment relative to each Obligation in the currency (the “original currency”) in which the Borrower or any Subsidiary,
as applicable, is required to pay such Obligation. If the Guarantor makes payment relative to any Obligation to the Beneficiaries in a
currency (the “other currency”) other than the original currency (whether voluntarily or pursuant to an order or judgment
of a court or tribunal of any jurisdiction), such payment shall constitute a discharge of the liability of the Guarantor hereunder in
respect of such Obligation only to the extent of the amount of the original currency which the Beneficiaries are able to purchase with
the amount of other currency they receive on the date of receipt in accordance with normal practice. If the amount of the original currency
which the Beneficiaries are able to purchase is less than the amount of such currency originally due in respect of the relevant Obligation,
the Guarantor shall indemnify and save the Beneficiaries harmless from and against any loss or damage arising as a result of such deficiency.
This indemnity shall constitute an obligation separate and independent from the other obligations contained in this Guarantee, shall give
rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Beneficiaries and shall
continue in full force and effect notwithstanding any judgment or order in respect of any amount due hereunder or under any judgment or
order. A certificate of a Beneficiary as to any such loss or damage shall constitute prima facie evidence thereof, in the absence
of manifest error.


	9.4	Payment Net of Withholding Taxes



Except as permitted by
Section 2.15 of the Credit Agreement, the Guarantor shall make all payments required hereunder, whether by way of principal, interest
or otherwise, without withholding any Taxes except as permitted by Section 2.15 of the Credit Agreement. If the Guarantor is required
by law to deduct any withholding Taxes from or in respect of any amounts payable under this Guarantee, the provisions of Section 2.15
of the Credit Agreement shall apply, mutatis mutandis.


	9.5	No Waiver; Remedies



No failure on the
part of the Beneficiaries to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any right hereunder



    	 	 	 



     


    

 preclude the other or further exercise thereof or the exercise of any other
right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.


	9.6	Severability



If any provision of this
Guarantee is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such
provision or part thereof and the remaining part of such provision and all other provisions hereof shall continue in full force and effect.
To the extent permitted by applicable law the Guarantor hereby waives any provision of law that renders any provision hereof prohibited
or unenforceable in any respect.


	9.7	Amendments and Waivers



Any provision of this Guarantee
may be amended, waived or a consent given in respect thereof with the concurrence of the Guarantor and the Agent on behalf of the Beneficiaries.
Any waiver and any consent by the Agent on behalf of the Beneficiaries under any provision of this Guarantee must be in writing signed
by the Agent and may be given subject to any conditions thought fit by the Agent. Any waiver or consent shall be effective only in the
instance and for the purpose for which it is given.


	9.8	Additional Guarantees



This Guarantee is in addition
and without prejudice to any other guarantees now or hereafter held by the Beneficiaries or any person on behalf of the Beneficiaries
and any other rights or remedies they might have.


	9.9	Notices



Any demand, notice or other
communication (hereinafter in this Section referred to as a “Communication”) to be given in connection with this Guarantee
shall be given in writing and may be given by personal delivery, facsimile or by registered mail addressed to the recipient as follows:


To the Agent on behalf
of the Beneficiaries as follows:


JPMorgan Chase Bank, N.A.


JPMorgan Primary Servicing Account Manager


Attention: Tommy Kan


Telephone: (813) 432-6058


email: apiruk.x.kan@jpmchase.com,


 


and a copy to:


JPMorgan Secondary Servicing Account Manager


Attention: Tessa Jones


Telephone: (813) 432-4768


email: tessa.l.jones@jpmchase.com





To the Guarantor:


Ovintiv Canada ULC


500 Centre Street S.E.


P.O.Box 2850


Calgary, Alberta T2P 25S


Attention: Treasury Department


Email: treasury.confirmations@ovintiv.com


 



    	 	 	 



     


    




or such other address or electronic communication number
as may be designated by notice by any party to the other. Any Communication given by personal delivery or facsimile transmission shall
be conclusively deemed to have been given on the day of actual delivery or transmittal thereof and, if given by registered mail, on the
third day following the deposit thereof in the mail. If the party giving any Communication knows or ought reasonably to know of any difficulties
with the postal system which might affect the delivery of mail, any such Communication shall not be mailed but shall be given by personal
delivery or facsimile transmission.


	9.10	Assignment



The rights of the Beneficiaries
under this Guarantee may be assigned by the Beneficiaries in accordance with the provisions of the Credit Agreement. Subject to Section
5.02(a) of the Credit Agreement, the Guarantor may not assign its obligations under this Guarantee without the prior written consent
of the Agent (which consent may be withheld in its sole discretion).


	9.11	Time of Essence



Time is of the essence
with respect to this Guarantee and the time for performance of the obligations of the Guarantor under this Guarantee may be strictly enforced
by the Beneficiaries.


	9.12	Financial Condition of the Borrower and the Subsidiaries



The Guarantor is fully
aware of the financial condition of the Borrower and each of the Subsidiaries and acknowledges that it shall receive a benefit from the
Beneficiaries entering into the Loan Documents to which the Beneficiaries are a party. The Guarantor assumes all responsibility for being
and keeping itself informed of the Borrower’s and each of the Subsidiaries’ financial condition and assets, and of all other
circumstances bearing upon the risk of non-payment or non-performance of the Obligations and the nature, scope and extent of the risks
which Guarantor assumes and incurs hereunder, and agrees that the Beneficiaries shall not have a duty to advise Guarantor of information
known to any of them regarding such circumstances or risks.


	9.13	Acknowledgement of Documentation



The Guarantor hereby acknowledges
receipt of a true and complete copy of the Loan Documents and all of the terms and conditions thereof.


	9.14	Entire Agreement



This Guarantee, the Credit
Agreement and the other Loan Documents constitute the entire agreement between the Beneficiaries and the Guarantor with respect to the
subject matter hereof and cancel and supersede any prior understandings and agreements between such parties with respect thereto. There
are no representations, warranties, terms, conditions, undertakings or collateral agreements, expressed, implied or statutory, between
such parties other than as expressly set forth herein or therein.


	9.15	Governing Law



This Guarantee shall be
governed by, and construed in accordance with, the laws of the State of New York.



    	 	 	 



     


    




	9.16	Jurisdiction



The Guarantor and, by acceptance
hereof, each Beneficiary unconditionally agrees that (a) it will not commence any action, litigation or proceeding of any kind or description,
whether in law or equity, whether in contract or in tort or otherwise, against the Guarantor, the Agent, any other Beneficiary or any
Related Party of the foregoing in any way relating to this Guarantee, the Credit Agreement or any other Loan Document or the transactions
relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United
States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably
and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or
proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal
court and (b) a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions
by suit on the judgment or in any other manner provided by law.


The Guarantor and, by acceptance
hereof, each Beneficiary irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection
that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guarantee
in any New York State or federal court and the defense of an inconvenient forum to the maintenance of such action or proceeding in any
such court.


	9.17	WAIVER OF JURY TRIAL



THE GUARANTOR AND, BY ACCEPTANCE
HEREOF, EACH BENEFICIARY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT,
TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTEE OR THE ACTIONS OF THE AGENT OR ANY OTHER BENEFICIARY IN THE NEGOTIATION,
ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.


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IN
WITNESS WHEREOF the Guarantor has executed this Guarantee.


 


	 	OVINTIV CANADA ULC	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Corey D. Code	 
	 	Name:	Corey D. Code	 
	 	Title:	Executive Vice President, Chief Financial Officer & Treasurer	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ L. Troy Cudmore	 
	 	Name:	L. Troy Cudmore	 
	 	Title:	Assistant Treasurer	 






 


 


 


 


 


 


 


 


 


 


 


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