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FORM T-1
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 o
 
 THE BANK OF NEW YORK TRUST COMPANY, N.A.
  95-3571558(State of incorporation
    
    (I.R.S. employerif not a U.S. national bank)
    
    identification no.)700 South Flower StreetSuite 500Los Angeles, California
    
    90017(Address of principal executive offices)
    
    (Zip code)
 
 Delaware
    
    DENBURY RESOURCES INC.
    
    20-0467835Delaware
    
    DENBURY ONSHORE, LLC
    
    20-0467798Delaware
    
    DENBURY GATHERING & MARKETING, INC.
    
    75-3056150Delaware
    
    DENBURY OPERATING COMPANY
    
    20-0467368Louisiana
    
    DENBURY MARINE, L.L.C.
    
    72-1311038Mississippi
    
    TUSCALOOSA ROYALTY FUND LLC
    
    73-1668201
 (Exact name of obligor as specified in its charter)(State or other jurisdiction of
    
    (I.R.S. employerincorporation or organization)
    
    identification no.)
 5100 Tennyson Pkwy., Ste. 1200Plano, Texas
    
    75024(Address of principal executive offices)
    
    (Zip Code)




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1. General information. Furnish the following information as to the trustee:
 (a)
    
    Name and address of each examining or supervising authority to which it is
subject.
 Name
    
    AddressComptroller of the CurrencyUnited States Department of the Treasury
    
    Washington, D.C. 20219Federal Reserve Bank
    
    San Francisco, California 94105Federal Deposit Insurance Corporation
    
    Washington, D.C. 20429
 (b)
    
    Whether it is authorized to exercise corporate trust powers.Yes.
 2. Affiliations with Obligor.
 If the obligor is an affiliate of the trustee, describe each such affiliation.None.
 3-15. Not applicable.
 16. List of Exhibits.
 Exhibits identified in parentheses below, on file with the Commission, are incorporated
herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture
Act of 1939 (the Act) and 17 C.F.R. 229.10(d).
 1.
    
    A copy of the articles of association of The Bank of New York Trust Company,
N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948).2.
    
    A copy of certificate of authority of the trustee to commence business.
(Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).3.
    
    A copy of the authorization of the trustee to exercise corporate trust powers.
(Exhibit 3 to Form T-1 filed with Registration Statement No. 333-121948).4.
    
    A copy of
the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration
Statement No. 333-121948).
 -2-




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6.
    
    The consent of the trustee required by Section 321(b) of the Act.7.
    
    A copy of the latest report of condition of the Trustee published pursuant to
law or to the requirements of its supervising or examining authority.
   THE BANK OF NEW YORK TRUST 
COMPANY, N.A.By:
    /s/ Mauri J. CowenName:
    Mauri J. CowenTitle:
    Vice President -3-




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Exhibit 7
 REPORT OF CONDITION
 THE BANK OF NEW YORK TRUST COMPANY, NA  in the state of CA at close of
business on December 31, 2006
 
 
 Statement of Resources and Liabilities
 Dollar Amounts in ThousandsASSETSCash and balances due from depository institutions:Noninterest-bearing balances and currency and coin
    
    
    
    
    
    
    10,020Interest-bearing balances
    
    
    
    
    
    
    0Securities:Held-to-maturity securities
    
    
    
    
    
    
    56Available-for-sale securities
    
    
    
    
    
    
    64,801Federal funds sold and securities purchased under agreements to resell:Federal funds sold
    
    
    
    
    
    
    49,900Securities purchased under agreements to resell
    
    
    
    
    
    
    40,000Loans and lease financing receivables:Loans and leases held for sale
    
    
    
    
    
    
    0Loans and leases, net of unearned Income
    
    
    0LESS: Allowance for loan and lease losses
    
    
    0Loans and leases, net of unearned income and allowance
    
    
    
    
    
    
    0Trading Assets
    
    
    
    
    
    
    0Premises and fixed assets (including capitalized leases)
    
    
    
    
    
    
    5,051Other real estate owned
    
    
    
    
    
    
    0Investments in unconsolidated subsidiaries and associated companies
    
    
    
    
    
    
    0Intangible assets:Goodwill
    
    
    
    
    
    
    889,415Other intangible assets
    
    
    
    
    
    
    277,086Other assets
    
    
    
    
    
    
    113,348Total assets
    
    
    
    
    
    
    1,449,677




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REPORT OF CONDITION (Continued)
 LIABILITIES
 Dollar Amounts in ThousandsDeposits:In domestic offices
    
    
    
    
    
    
    2,517Noninterest-bearing
    
    
    2,517Interest-bearing
    
    
    0Federal funds purchased and securities sold under agreements to repurchase:Federal funds purchased
    
    
    
    
    
    
    0Securities sold under agreements to repurchase
    
    
    
    
    
    
    0Trading liabilities
    
    
    
    
    
    
    0Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)
    
    
    
    
    
    
    58,000Subordinated notes and debentures
    
    
    
    
    
    
    0Other liabilities
    
    
    
    
    
    
    127,233Total liabilities
    
    
    
    
    
    
    187,750Minority interest in consolidated subsidiaries
    
    
    
    
    
    
    0EQUITY CAPITALPerpetual preferred stock and related surplus
    
    
    
    
    
    
    0Common stock
    
    
    
    
    
    
    1,000Surplus (exclude all surplus related to preferred stock)
    
    
    
    
    
    
    1,121,520Retained earnings
    
    
    
    
    
    
    139,524Accumulated other comprehensive income
    
    
    
    
    
    
    (117
    )Other equity capital components
    
    
    
    
    
    
    0Total equity capital
    
    
    
    
    
    
    1,261,927Total
liabilities, minority interest, and equity capital
    
    
    
    
    
    
    1,449,677
  Director #1
    
    Michael K. Klugman, PresidentDirector #2
    
    Frank Sulzberger, MDDirector #3
    
    Michael McFadden, MD
 I,
Karen Bayz, Vice President
 
 (Name, Title)