NO SUBSIDIARIES, AND THE BORROWER HAS NO FOREIGN
SUBSIDIARIES.
SECTION 7.15
LOCATION OF BUSINESS AND OFFICES.
THE BORROWER'S JURISDICTION OF ORGANIZATION IS COLORADO; THE NAME OF THE
BORROWER AS LISTED IN THE PUBLIC RECORDS OF ITS
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JURISDICTION OF ORGANIZATION IS KODIAK OIL & GAS (USA) INC.; AND THE ENTITY
IDENTIFICATION NUMBER OF THE BORROWER IN ITS JURISDICTION OF ORGANIZATION IS
20031303362 (OR, IN EACH CASE, AS SET FORTH IN A NOTICE DELIVERED TO THE
ADMINISTRATIVE AGENT PURSUANT TO SECTION 8.01(M) IN ACCORDANCE WITH
SECTION 12.01).
THE BORROWER'S PRINCIPAL PLACE OF BUSINESS AND CHIEF EXECUTIVE
OFFICES ARE LOCATED AT THE ADDRESS SPECIFIED IN SECTION 12.01 (OR AS SET FORTH
IN A NOTICE DELIVERED PURSUANT TO SECTION 8.01(M) AND SECTION 12.01(C)).
EACH
SUBSIDIARY'S JURISDICTION OF ORGANIZATION, NAME AS LISTED IN THE PUBLIC RECORDS
OF ITS JURISDICTION OF ORGANIZATION, ORGANIZATIONAL IDENTIFICATION NUMBER IN ITS
JURISDICTION OF ORGANIZATION, AND THE LOCATION OF ITS PRINCIPAL PLACE OF
BUSINESS AND CHIEF EXECUTIVE OFFICE IS STATED ON SCHEDULE 7.14 (OR AS SET FORTH
IN A NOTICE DELIVERED PURSUANT TO SECTION 8.01(M)).
SECTION 7.16
PROPERTIES; TITLES, ETC.
(A)
EACH OF THE BORROWER AND THE SUBSIDIARIES
HAS GOOD AND DEFENSIBLE TITLE TO THE OIL AND GAS PROPERTIES EVALUATED IN THE
MOST RECENTLY DELIVERED RESERVE REPORT AND GOOD TITLE TO ALL ITS PERSONAL
PROPERTIES, IN EACH CASE, FREE AND CLEAR OF ALL LIENS EXCEPT LIENS PERMITTED BY
SECTION 9.03.
AFTER GIVING FULL EFFECT TO THE EXCEPTED LIENS, THE BORROWER OR
THE SUBSIDIARY SPECIFIED AS THE OWNER OWNS THE NET INTERESTS IN PRODUCTION
ATTRIBUTABLE TO THE HYDROCARBON INTERESTS AS REFLECTED IN THE MOST RECENTLY
DELIVERED RESERVE REPORT, AND THE OWNERSHIP OF SUCH PROPERTIES SHALL NOT IN ANY
MATERIAL RESPECT OBLIGATE THE BORROWER OR SUCH SUBSIDIARY TO BEAR THE COSTS AND
EXPENSES RELATING TO THE MAINTENANCE, DEVELOPMENT AND OPERATIONS OF EACH SUCH
PROPERTY IN AN AMOUNT IN EXCESS OF THE WORKING INTEREST OF EACH PROPERTY SET
FORTH IN THE MOST RECENTLY DELIVERED RESERVE REPORT THAT IS NOT OFFSET BY A
CORRESPONDING PROPORTIONATE INCREASE IN THE BORROWER'S OR SUCH SUBSIDIARY'S NET
REVENUE INTEREST IN SUCH PROPERTY.
(B)
ALL MATERIAL LEASES AND AGREEMENTS NECESSARY
FOR THE CONDUCT OF THE BUSINESS OF THE BORROWER AND THE SUBSIDIARIES ARE VALID
AND SUBSISTING, IN FULL FORCE AND EFFECT, AND THERE EXISTS NO DEFAULT OR EVENT
OR CIRCUMSTANCE WHICH WITH THE GIVING OF NOTICE OR THE PASSAGE OF TIME OR BOTH
WOULD GIVE RISE TO A DEFAULT UNDER ANY SUCH LEASE OR LEASES, WHICH COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(C)
THE RIGHTS AND PROPERTIES PRESENTLY OWNED,
LEASED OR LICENSED BY THE BORROWER AND THE SUBSIDIARIES INCLUDING, WITHOUT
LIMITATION, ALL EASEMENTS AND RIGHTS OF WAY, INCLUDE ALL RIGHTS AND PROPERTIES
NECESSARY TO PERMIT THE BORROWER AND THE SUBSIDIARIES TO CONDUCT THEIR BUSINESS
IN ALL MATERIAL RESPECTS IN THE SAME MANNER AS ITS BUSINESS HAS BEEN CONDUCTED
PRIOR TO THE DATE HEREOF.
(D)
ALL OF THE PROPERTIES OF THE BORROWER AND
THE SUBSIDIARIES WHICH ARE REASONABLY NECESSARY FOR THE OPERATION OF THEIR
BUSINESSES