Third Amendment to Limited Waiver Uses in Amendment to Section 3(m) of the Amended Limited Waiver Clause

Amendment to Section 3(m) 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(m) of the Amended Limited Waiver. Section 3(m) of the Amended Limited Waiver is hereby amended and restated in its entirety to read in full as follows: (m) Expenses. The Borrower shall pay each Lenders reasonable and documented out-of-pocket fees and expenses incurred prior to the Amendment Effective Date (as defined in the Third Amendment to Limited Waiver, dated as of January 11, 2017 (the Third Waiver Amendment), among the Borrower, the other Loan Parties, the Administrative Agent and the Lenders), in connection with the Eleventh Amendment, the October 2016 Borrowing Base Redetermination, this Waiver, the First Amendment (as defined in the Third Waiver Amendment), the Second Amendment (as defined in the Third Waiver Amendment) and the Third Waiver Amendment, in an aggregate amount not to exceed $150,000 for all such Lenders, within three Business Days of receipt of an invoice from such Lender.