UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-K





þ
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
      EXCHANGE ACT OF 1934For
      the fiscal year ended December 31,
      2009ORo
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
      EXCHANGE ACT OF 1934




For the
transitional period from ____________________to __________________


Commission
file number: 000-27926




ICON
Cash Flow Partners L.P. Seven Liquidating Trust


(Exact
name of registrant as specified in its charter)




Delaware
            
            20-7478738(State
      or other jurisdiction of incorporation or organization)
            
            (I.R.S.
      Employer Identification No.)100
      Fifth Avenue, 4th
      Floor
              New
      York, New York
            
            10011-1505(Address
      of principal executive offices)
            
            (Zip
      Code)





(212)
418-4700
 (Registrant’s
telephone number, including area code)
  Securities
registered pursuant to Section 12(b) of the Act:  None
  Securities
registered pursuant to Section 12(g) of the Act:  None
  Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.Yes     No þ
  Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.*Yes     No 
  Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.* Yes     No 
  Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
 Yes     No

  Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.  þ
  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.  See the definitions of “large accelerated
filer,”  “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act.
 
 Large
accelerated filer       Accelerated filer
  Non-accelerated filer  þ      Smaller
reporting company 
  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).Yes
    No þ
  State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter:  Not
applicable.  There is no established market for
the beneficial interests of the registrant.
  Number of
outstanding beneficial interests of the registrant on March 19, 2010 is 987,287.
 
 DOCUMENTS
INCORPORATED BY REFERENCE
 None.
 
 *ICON
Cash Flow Partners L.P. Seven Liquidating Trust is the transferee of the assets
and liabilities of ICON Cash Flow Partners L.P. Seven, and files reports under
the Commission file number for ICON Cash Flow Partners L.P. Seven, which filed a
Form 15 on August 14, 2007, indicating its notice of termination of registration
and filing requirements.











Table of Contents


PageStatements of Net Assets (Liquidation Basis) at December
      31, 2009 and
      2008(unaudited)
            1Statements
      of Changes in Net Assets (Liquidation Basis) for the years
      endedDecember
      31, 2009and
      2008 (unaudited)
            2Statements
      of Cash Flows (Liquidation Basis) for the years endedDecember
      31, 2009 and
      2008(unaudited)
            3Notes to Financial Statements
      (unaudited)
            4Signatures
            9Certification of Co-Chief Executive
      Officer
            10Certification of Co-Chief Executive
      Officer
            11Certification of Chief Financial
    Officer
            12







Table of Contents







ICON Cash Flow Partners L.P. Seven Liquidating
      Trust(A
      Delaware Statutory Trust)Statements
      of Net Assets (Liquidation Basis)(unaudited)AssetsDecember
      31,2009
            
            
            2008Current
      assetsCash
            
            $
            -
            
            
            $
            1,600Total
      current assets
            
            
            -
            
            
            
            1,600Non-current
      assetsInvestment
      in limited partnership
            
            
            7,229,793
            
            
            
            7,229,793Total
      non-current assets
            
            
            7,229,793
            
            
            
            7,229,793Total
      Assets
            
            
            7,229,793
            
            
            
            7,231,393LiabilitiesCurrent
      liabilitiesDue
      to managing trustee and affiliates
            
            
            22,160
            
            
            
            -Accrued
      expenses and other liabilities
            
            
            4,688
            
            
            
            -Total
      Liabilities
            
            
            26,848
            
            
            
            -Commitments
      and contingenciesNet
      Assets in Liquidation
            
            $
            7,202,945
            
            
            $
            7,231,393








1
 Table of Contents








ICON Cash Flow Partners L.P. Seven Liquidating
      Trust(A
      Delaware Statutory Trust)Statements
      of Changes in Net Assets (Liquidation Basis)(unaudited)Years Ended December 31,2009
            
            
            2008Revenue:Income
      from investment in limited partnership
            
            $
            120,704
            
            
            $
            -Interest
      and other income
            
            
            -
            
            
            
            70,875Total
      revenue
            
            
            120,704
            
            
            
            70,875Expenses:General
      and administrative
            
            
            29,916
            
            
            
            190,248Total
      expenses
            
            
            29,916
            
            
            
            190,248Net
      income (loss)
            
            
            90,788
            
            
            
            (119,373
            )Distribution
      of assets to beneficiaries
            
            
            (119,236
            )
            
            
            (199,936
            )Net
      Assets in Liquidation at December 31, 2008 and 2007
            
            
            7,231,393
            
            
            
            7,550,702Net
      Assets in Liquidation at December 31, 2009 and 2008
            
            $
            7,202,945
            
            
            $
            7,231,393











2
 Table of Contents








ICON Cash Flow Partners L.P. Seven Liquidating
      Trust(A
      Delaware Statutory Trust)Statements
      of Cash Flows (Liquidation Basis)(unaudited)Years Ended December 31,2009
            
            
            2008Cash
      flows from operating activities:Net
      income (loss)
            
            $
            90,788
            
            
            $
            (119,373
            )Adjustments
      to reconcile net income (loss) to net cashprovided
      by (used in) operating activities:Income
      from investment in limited partnership
            
            
            (120,704
            )
            
            
            -Changes
      in operating assets and liabilities:Accrued
      interest receivable
            
            
            -
            
            
            
            19,389Accrued
      expenses and other liabilities
            
            
            4,688
            
            
            
            (38,290
            )Due
      from/to managing trustee and affiliates
            
            
            22,160
            
            
            
            -Distributions
      from joint ventures
            
            
            120,704
            
            
            
            -Net
      cash provided by (used in) operating activities
            
            
            117,636
            
            
            
            (138,274
            )Cash
      flows from investing activities:Repayment
      of note receivable
            
            
            -
            
            
            
            318,719Net
      cash provided by investing activities
            
            
            -
            
            
            
            318,719Cash
      flows from financing activities:Liquidating
      distributions
            
            
            (119,236
            )
            
            
            (199,936
            )Net
      cash used in financing activities
            
            
            (119,236
            )
            
            
            (199,936
            )Net
      decrease in cash
            
            
            (1,600
            )
            
            
            (19,491
            )Cash,
      beginning of the year
            
            
            1,600
            
            
            
            21,091Cash,
      end of the year
            
            $
            -
            
            
            $
            1,600











3
 Table of Contents
 ICON Cash Flow Partners L.P. Seven Liquidating Trust
 (A
Delaware Statutory Trust)
 Notes to
Financial Statements
 December
31, 2009
 (unaudited)




(1)
            Purpose
      of Liquidating Trust





ICON Cash
Flow Partners L.P. Seven Liquidating Trust, a Delaware Statutory Trust, was
formed on July 12, 2007 (the “Liquidating Trust”).The
Liquidating Trust is governed by a Liquidating Trust Agreement that appointed
ICON Capital Corp. as managing trustee of the Liquidating Trust (the “Managing
Trustee”). The Liquidating Trust’s one asset is an investment in North Sea
(Connecticut) Limited Partnership (“North Sea”), which entitles the Liquidating
Trust to receive proceeds from litigation regarding the Rowan Halifax mobile
offshore jack-up drilling rig, if and when received.  This asset was
transferred to the Liquidating Trust from ICON Cash Flow Partners L.P. Seven
(“Fund Seven”).  In order to reduce the expenses incurred by Fund Seven and
to maximize potential distributions to investors, Fund Seven transferred all of
its remaining assets and liabilities to the Liquidating Trust.  As there is
no equity in a Liquidating Trust, no statements of changes in members’ equity
are presented. As of July 12, 2007, all general and limited partnership
interests in Fund Seven were exchanged for an equal number of beneficial
interests in the Liquidating Trust.





(2)
            Summary
      of Significant Accounting Policies





Basis of
Presentation





The
accompanying financial statements of the Liquidating Trust have been prepared in
accordance with U.S. generally accepted accounting principles (“US GAAP”). The
financial statements include the accounts of the Liquidating Trust.





The
Liquidating Trust accounts for its noncontrolling interests in joint ventures
where the Liquidating Trust has influence over financial and operational
matters, generally 50% or less ownership interest, under the equity method of
accounting. In such cases, the Liquidating Trust’s original investments are
recorded at cost and adjusted for its share of earnings, losses and
distributions.





Cash





The
Liquidating Trust's cash is held principally at one financial institution and at
times may exceed insured limits. The Liquidating Trust has placed these funds in
a high quality institution in order to minimize risk relating to exceeding
insured limits.





Income
Taxes





The
Liquidating Trust is taxed as a partnership for federal and State income tax
purposes.  No provision for income taxes has been recorded since the
liability for such taxes is that of each of the individual beneficiaries rather
than the Liquidating Trust. The Liquidating Trust's income tax returns are
subject to examination by the federal and State taxing authorities, and changes,
if any, could adjust the individual income tax of the
beneficiaries.




4
 Table of Contents
 ICON Cash
Flow Partners L.P. Seven Liquidating Trust
 (A
Delaware Statutory Trust)
 Notes to
Financial Statements
 December
31, 2009
 (unaudited)


(2)
            Summary
      of Significant Accounting Policies -
continued





Recently
Adopted Accounting Pronouncements





In 2009,
the Liquidating Trust adopted the accounting pronouncement regarding the general
standards of accounting for, and disclosure of, events that occur after the
statement of net assets date but before the financial statements are issued.
This pronouncement was effective prospectively for interim and annual reporting
periods ending after June 15, 2009. The adoption of this accounting
pronouncement did not have a significant impact on the Liquidating Trust’s
financial statements.





In 2009,
the Liquidating Trust adopted Accounting Standards Codification 105, “Generally
Accepted Accounting Principles,” which establishes the Financial Accounting
Standards Board Accounting Standards Codification (the “Codification”), which
supersedes all existing accounting standard documents and is the single
source of authoritative non-governmental US GAAP.  All other
accounting literature not included in the Codification is considered
non-authoritative.  This accounting standard is effective for interim
and annual periods ending after September 15, 2009.  The Codification
did not change or alter existing US GAAP and it did not result in a change in
accounting practices for the Liquidating Trust upon adoption.  The
Liquidating Trust has conformed its financial statements and related notes to
the new Codification for the year ended December 31, 2009.





(3)
            Investment
      in Limited Partnership





North Sea
(Connecticut) Limited Partnership





Fund
Seven entered into a limited partnership agreement with North Sea, pursuant to
which Fund Seven acquired 100% of the Class C limited partnership interest in
North Sea, thereby giving Fund Seven a 50% equity interest in North Sea. The
original purchase price for the Class C limited partnership interest was
approximately $14,726,000, consisting of approximately $12,325,000 in cash and
approximately $2,401,000 of non-recourse debt.  North Sea exercised
its option to acquire an interest in a drilling rig from its owner, which
drilling rig had previously been acquired from, and simultaneously leased back
to, the operator.





The lease
was financed on a non-recourse basis with a bank and a portion of the loan
proceeds was used to pay for the exercise price of the option, with the excess
loan proceeds of $20,002,567 distributed to the partners (Fund Seven received a
$10,001,284 distribution, which represented Fund Seven’s original 50% share).
The other partner in North Sea is not affiliated with Fund Seven, the
Liquidating Trust or the Managing Trustee.





The
Liquidating Trust currently has a right in and to 87.65% of the profits, losses
and cash flows from its Class C limited partnership interest in North Sea, an
entity that owns a 100% interest in a mobile offshore drilling rig that is
subject to lease with Rowan Companies, Inc. (the
“Charterer”). During November 2004 and February 2005, Fund Seven assigned
6.64% and 5.71%, respectively, of its rights in and to the profits, losses and
cash flows from its Class C limited partnership interest to several of its
affiliates as repayment under the terms of a contribution agreement Fund Seven
entered into with such affiliates in connection with the line of credit it had
with Comerica Bank.





5
 Table of Contents
 ICON Cash
Flow Partners L.P. Seven Liquidating Trust
 (A
Delaware Statutory Trust)
 Notes to
Financial Statements
 December
31, 2009
 (unaudited)


(3)
            Investment
      in Limited Partnership - continued





The
Charterer had entered into a charter with the owner trustee of the drilling rig,
which had a semi-annual charter hire of approximately $2,600,000
during the fixed rate renewal term, which was scheduled to expire on March
15, 2008.





On
October 5, 2005, the Charterer notified the owner trustee of the rig that an
“Event of Loss” occurred with respect to the rig in September 2005 as a result
of Hurricane Rita. The charter provides that the Charterer will pay to the
lender (and upon satisfaction of all of the debt outstanding, to the owner
trustee on behalf of North Sea) an amount equal to the “Stipulated Loss Value”
of the rig. The “Stipulated Loss Value” for the rig will be determined according
to the terms of the charter. The “Stipulated Loss Value” is defined in the
charter as the sum of (i) the charter hire payment payable on the first charter
hire payment date following an “Event of Loss,” (ii) the present value of the
remaining charter hire payments due and (iii) the present value of the estimated
residual value of the rig at the end of the charter, as determined by the
appraisal procedure under the charter. Prior to North Sea initiating the
appraisal procedure on November 29, 2005, the Charterer commenced a declaratory
judgment action in Texas State Court requesting that the court declare, among
other things, that “Stipulated Loss Value” should be determined by “the value
estimated in advance” of the renewal term of the charter, which amount was never
documented or agreed by the parties. North Sea immediately filed a counterclaim
against the Charterer to, among other things, have the charter enforced in
accordance with its terms, and the owner trustee of the rig initiated the
appraisal procedure required under the charter. The appraisal procedure has been
completed and it was determined that the “Stipulated Loss Value” of the rig at
the end of the charter was $80,235,317. Thus, Fund Seven’s portion of that
amount would be $26,310,159, calculated as follows: $80,235,317, minus the
$20,200,727 that the Charterer has paid to date, or $60,034,590, times 43.825% −
Fund Seven’s interest in the rig.





On or
about May 22, 2006, the Charterer paid (i) the March 2006 charter hire payment
and (ii) the component of the “Stipulated Loss Value” of the rig represented by
the present value of the remaining charter hire payments due to the lender,
which amounts were used to fully satisfy the outstanding non−recourse debt on
the rig. On May 31, 2006, Fund Seven received a distribution of $3,944,250 with
respect to its limited partnership interest in North Sea. The distribution
represented Fund Seven’s portion of the $10,941,943 in net insurance proceeds
that the Charterer agreed to distribute to North Sea with respect to the rig.
The insurance proceeds received by North Sea represent neither the full amount
of the insurance proceeds nor the final amount of the “Stipulated Loss Value” of
the rig that North Sea expects to receive in accordance with the terms of the
charter.





On
September 1, 2006, the Charterer and North Sea each filed motions for complete
summary judgment.  Oral argument on the motions occurred on November
7, 2006.  On January 24, 2007, the Texas State Court issued a
preliminary order granting all of North Sea’s summary judgment motions and
denying all of the Charterer’s summary judgment motions. In addition, the Court
ordered the Charterer to pay North Sea the approximately $60 million plus
interest thereon that North Sea claimed as its damages.  On March 7,
2007, the Texas State Court issued its final judgment and an order of severance
and consolidation with respect to the parties’ summary judgment
motions.  In its final judgment, the Texas State Court (i) granted all
of North Sea’s summary judgment motions that support the Court’s related order
for the Charterer to pay North Sea the approximately $60 million plus interest
thereon that North Sea claimed as its damages, as well as $500,000 in attorneys’
fees, (ii) denied all of North Sea’s other summary judgment motions, except for
those that were severed pursuant to the order of severance and consolidation,
and (iii) denied all of the Charterer’s summary judgment motions.




6
 Table of Contents
 ICON Cash
Flow Partners L.P. Seven Liquidating Trust
 (A
Delaware Statutory Trust)
 Notes to
Financial Statements
 December
31, 2009
 (unaudited)


(3)
            Investment
      in Limited Partnership - continued




The
Charterer appealed the Texas State Court’s judgment and filed its appeals brief
on November 7, 2007.  North Sea’s appeals brief was filed on March 3,
2008.  The Texas Court of Appeals held a hearing on the appeal on May
1, 2008.  On March 31, 2009, by a two to one decision of the appellate
panel, the Court of Appeals rendered its decision to reverse the Texas State
Court’s decision.  On February 4, 2010, the Texas Court of Appeals
denied North Sea’s motions for rehearing and reconsideration.  We and
the other North Sea partners strongly disagree with the decision of the
appellate panel and continue to believe our interpretation of the charter
agreement with the Charterer and the Texas State Court’s decision are both
correct.  To that end, North Sea filed a petition to review the Court
of Appeals decision in the Texas Supreme Court on March 22, 2010.




We and
the other North Sea partners are working vigorously to have the Court of
Appeals’ decision reconsidered and, if necessary, overturned as soon as
practicable.  While it is not possible at this stage to determine the
likelihood of the outcome, we and the other North Sea partners believe that the
Texas State Court’s decision is correct and we are working with the other North
Sea partners to vigorously pursue our claims and defend the Court’s
decision.  Although the Court initially ruled in North Sea’s favor,
the final outcome of any appeal is uncertain. The appeals process may span
several more years, during which time the Liquidating Trust expects to incur
additional expenses and legal fees.  If the Texas State Court’s
decision is ultimately reversed on appeal, the matter could be remanded to the
Texas State Court and could proceed to trial, which would further delay a
resolution of the dispute.  A trial would require the Liquidating
Trust and the other North Sea partners to devote significant resources,
including substantial time and money, to the pursuit of North Sea’s
claims.  There is no certainty that a trial will result in a favorable
verdict.  If the Charterer prevails on appeal, it is anticipated that
such a verdict would have a material adverse effect on the cash available for
distribution to the beneficiaries of the Liquidating Trust.





(4)
            Controls
      and Procedures





Evaluation of disclosure controls
and procedures





In
connection with the preparation of this Annual Report on Form 10-K for the
period ended December 31, 2009, as well as the financial statements for our
Managing Trustee, our Managing Trustee carried out an evaluation, under the
supervision and with the participation of the management of our Managing
Trustee, including its Co-Chief Executive Officers and the Chief Financial
Officer, of the effectiveness of the design and operation of our Managing
Trustee’s disclosure controls and procedures as of the end of the period covered
by this report pursuant to the Securities Exchange Act of 1934, as
amended.  Based on the foregoing evaluation, the Co-Chief Executive
Officers and the Chief Financial Officer concluded that our Managing Trustee’s
disclosure controls and procedures were effective.





7
 Table of Contents
 ICON Cash
Flow Partners L.P. Seven Liquidating Trust
 (A
Delaware Statutory Trust)
 Notes to
Financial Statements
 December
31, 2009
 (unaudited)


(4)
            Controls
      and Procedures - continued




In
designing and evaluating our Managing Trustee’s disclosure controls and
procedures, our Managing Trustee recognized that disclosure controls and
procedures, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the disclosure
controls and procedures are met.  Our Managing Trustee’s disclosure
controls and procedures have been designed to meet reasonable assurance
standards. Disclosure controls and procedures cannot detect or prevent all error
and fraud. Some inherent limitations in disclosure controls and procedures
include costs of implementation, faulty decision-making, simple error and
mistake. Additionally, controls can be circumvented by the individual acts of
some persons, by collusion of two or more people, or by management override of
the controls. The design of any system of controls is based, in part, upon
certain assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all
anticipated and unanticipated future conditions. Over time, controls may become
inadequate because of changes in conditions, or the degree of compliance with
established policies or procedures.





Our
Managing Trustee’s Co-Chief Executive Officers and Chief Financial Officer have
determined that no weakness in disclosure controls and procedures had any
material effect on the accuracy and completeness of our financial reporting and
disclosure included in this Annual Report on Form 10-K.





Evaluation
of internal control over financial reporting





Our
Managing Trustee is responsible for establishing and maintaining adequate
internal control over financial reporting. Internal control over financial
reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Securities
Exchange Act of 1934, as amended, as a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles and includes those policies and procedures that
(1) pertain to the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and dispositions of the assets of the
Liquidating Trust; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and
expenditures of the Liquidating Trust are being made only in accordance with
authorizations of management and directors of the Liquidating Trust; and (3)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the Liquidating Trust's assets
that could have a material effect on the financial statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risks that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.




Our
Managing Trustee assessed the effectiveness of its internal control over
financial reporting as of December 31, 2009. In making this assessment,
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”) in “Internal Control —
Integrated Framework.”





Based on
its assessment, our Managing Trustee believes that, as of December 31, 2009, its
internal control over financial reporting is effective.







8
 Table of Contents
  SIGNATURES
 
 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
 
 ICON Cash
Flow Partners L.P. Seven Liquidating Trust
 (Registrant)
 
 By: ICON
Capital Corp.
 (Managing
Trustee of the Registrant)
 
 March 24,
2010
  By:
      /s/ Michael A.
      ReisnerMichael
      A. ReisnerCo-Chief
      Executive Officer and Co-President
                  (Co-Principal
      Executive Officer)
 
 By:
      /s/ Mark
      GattoMark
      GattoCo-Chief
      Executive Officer and Co-President
                    (Co-Principal
      Executive Officer)
 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
  ICON Cash
Flow Partners L.P. Seven Liquidating Trust
 (Registrant)
 
 By: ICON
Capital Corp.
 (Managing
Trustee of the Registrant)
 
 March 24,
2010
  By:
      /s/ Michael A.
      ReisnerMichael
      A. ReisnerCo-Chief
      Executive Officer and Co-President and Director
                  (Co-Principal
      Executive Officer)
 By:
      /s/ Mark
      GattoMark
      GattoCo-Chief
      Executive Officer and Co-President and Director
                    (Co-Principal
      Executive Officer)
 By:
      /s/ Anthony J.
      BrancaAnthony
      J. BrancaChief
      Financial Officer
                  (Principal
      Accounting and Financial Officer)
  
 9
 Table of Contents




CERTIFICATION OF CO-CHIEF EXECUTIVE OFFICER
 PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
 
 I,
Michael A. Reisner, certify that:
  1. I have
reviewed this Annual Report on Form 10-K of ICON Cash
Flow Partners L.P. Seven Liquidating Trust (the “Liquidating
Trust”);
  2. Based
on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
  3. Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, changes in financial condition and cash flows of the
Liquidating Trust as of, and for, the periods presented in this
report;
  4. The
Liquidating Trust’s other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
Liquidating Trust and have:
 
 a.
                designed
      such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure
      that material information relating to the Liquidating Trust, including its
      consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this report is being
      prepared;
 
 b.
                designed
      such internal control over financial reporting, or caused such internal
      control over financial reporting to be designed under our supervision, to
      provide reasonable assurance regarding the reliability of financial
      reporting and the preparation of financial statements for external
      purposes in accordance with generally accepted accounting
      principles;
 
 c.
                evaluated
      the effectiveness of the Liquidating Trust's disclosure controls and
      procedures and presented in this report our conclusions about the
      effectiveness of the disclosure controls and procedures, as of the end of
      the period covered by this report based on such evaluation;
      and
 
 d.
                disclosed
      in this report any change in the Liquidating Trust’s internal control over
      financial reporting that occurred during the Liquidating Trust’s most
      recent fiscal year that has materially affected, or is reasonably likely
      to materially affect, the Liquidating Trust’s internal control over
      financial reporting; and
  5. This
report discloses, based on our most recent evaluation of internal control
over financial reporting:
  a.
                all
      significant deficiencies and material weaknesses in the design or
      operation of internal control over financial reporting which are
      reasonably likely to adversely affect the Liquidating Trust’s ability to
      record, process, summarize and report financial information;
      and
 b.
                  any
      fraud, whether or not material, that involves management or other
      employees who have a significant role in the Liquidating Trust’s internal
      control over financial
reporting.
 Date:March24, 2010
  /s/
Michael A. Reisner
 Michael
A. Reisner
 Co-Chief
Executive Officer and Co-President
 ICON
Capital Corp.
 Managing
Trustee of ICON Cash
Flow Partners L.P. Seven Liquidating Trust
   10
 Table of Contents
  CERTIFICATION OF CO-CHIEF EXECUTIVE OFFICER
 PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
 
 I, Mark
Gatto, certify that:
  1. I have
reviewed this Annual Report on Form 10-K of ICON Cash
Flow Partners L.P. Seven Liquidating Trust (the “Liquidating
Trust”);
  2. Based
on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
  3. Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, changes in financial condition and cash flows of the Liquidating
Trust as of, and for, the periods presented in this report;
  4. The
Liquidating Trust’s other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
Liquidating Trust and have:
 
 a.
                    designed
      such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure
      that material information relating to the Liquidating Trust, including its
      consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this report is being
      prepared;
 
 b.
                    designed
      such internal control over financial reporting, or caused such internal
      control over financial reporting to be designed under our supervision, to
      provide reasonable assurance regarding the reliability of financial
      reporting and the preparation of financial statements for external
      purposes in accordance with generally accepted accounting
      principles;
 
 c.
                    evaluated
      the effectiveness of the Liquidating Trust's disclosure controls and
      procedures and presented in this report our conclusions about the
      effectiveness of the disclosure controls and procedures, as of the end of
      the period covered by this report based on such evaluation;
      and
 
 d.
                    disclosed
      in this report any change in the Liquidating Trust’s internal control over
      financial reporting that occurred during the Liquidating Trust’s most
      recent fiscal year that has materially affected, or is reasonably likely
      to materially affect, the Liquidating Trust’s internal control over
      financial reporting; and
  5. This
report discloses, based on our most recent evaluation of internal control
over financial reporting:
  a.
                    all
      significant deficiencies and material weaknesses in the design or
      operation of internal control over financial reporting which are
      reasonably likely to adversely affect the Liquidating Trust’s ability to
      record, process, summarize and report financial information;
      and
  b.
                      any
      fraud, whether or not material, that involves management or other
      employees who have a significant role in the Liquidating Trust’s internal
      control over financial
reporting.
  Date:March24, 2010
  /s/ Mark
Gatto
 Mark
Gatto
 Co-Chief
Executive Officer and Co-President
 ICON
Capital Corp.
 Managing
Trustee of ICON Cash
Flow Partners L.P. Seven Liquidating Trust
  11
 Table of Contents
  CERTIFICATION OF CHIEF FINANCIAL OFFICER
 PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
 
 I,
Anthony J. Branca, certify that:
  1. I have
reviewed this Annual Report on Form 10-K of ICON Cash
Flow Partners L.P. Seven Liquidating Trust (the “Liquidating
Trust”);
  2. Based
on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
  3. Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, changes in financial condition and cash flows of the Liquidating
Trust as of, and for, the periods presented in this report;
  4. The
Liquidating Trust’s other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
Liquidating Trust and have:
 
 a.
                        designed
      such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure
      that material information relating to the Liquidating Trust, including its
      consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this report is being
      prepared;
 
 b.
                        designed
      such internal control over financial reporting, or caused such internal
      control over financial reporting to be designed under our supervision, to
      provide reasonable assurance regarding the reliability of financial
      reporting and the preparation of financial statements for external
      purposes in accordance with generally accepted accounting
      principles;
 
 c.
                        evaluated
      the effectiveness of the Liquidating Trust's disclosure controls and
      procedures and presented in this report our conclusions about the
      effectiveness of the disclosure controls and procedures, as of the end of
      the period covered by this report based on such evaluation;
      and
 
 d.
                        disclosed
      in this report any change in the Liquidating Trust’s internal control over
      financial reporting that occurred during the Liquidating Trust’s most
      recent fiscal year that has materially affected, or is reasonably
      likely to materially affect, the Liquidating Trust’s internal control over
      financial reporting; and
  5. This
report discloses, based on our most recent evaluation of internal control
over financial reporting:
  a.
                        all
      significant deficiencies and material weaknesses in the design or
      operation of internal control over financial reporting which are
      reasonably likely to adversely affect the Liquidating Trust’s ability to
      record, process, summarize and report financial information;
      and
  b.
                          any
      fraud, whether or not material, that involves management or other
      employees who have a significant role in the Liquidating Trust’s internal
      control over financial
reporting.
  Date:March24, 2010
 
 /s/
Anthony J. Branca
 Anthony
J. Branca
 Chief
Financial Officer
 ICON
Capital Corp.
 Managing
Trustee of ICON Cash
Flow Partners L.P. Seven Liquidating Trust
    12