January 16, 2017 Uses in Amendment to Section 3 of the Amended Limited Waiver Clause

Amendment to Section 3 of the Amended Limited Waiver from Amendment

This THIRD AMENDMENT TO LIMITED WAIVER (this Agreement), dated as of January 13, 2017 (the Amendment Effective Date), is among Memorial Production Operating LLC, a limited liability company formed under the laws of the State of Delaware (the Borrower); Memorial Production Partners LP, a limited partnership formed under the laws of the State of Delaware (the Parent); each of the other undersigned guarantors (together with the Borrower and the Parent, collectively, the Loan Parties); each of the Lenders that is a signatory hereto (each, a Consenting Lender and, collectively, the Consenting Lenders); and Wells Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, together with its successors, the Administrative Agent).

Amendment to Section 3 of the Amended Limited Waiver. The date and time January 13, 2017 at 5:00pm, New York City time in Section 3 of the Amended Limited Waiver shall be deleted and replaced with January 16, 2017 at 11:59 p.m., New York City time.