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, 2010ORo
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 21, 2011 is 987,289.
 
 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, 2010 and 2009(unaudited)
1Statements of Changes in Net Assets (Liquidation Basis) for the years endedDecember 31, 2010and 2009 (unaudited)
2Statements of Cash Flows (Liquidation Basis) for the years endedDecember 31, 2010 and 2009(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 31,2010


2009Non-Current assetsInvestment in limited partnership

$
7,229,793


$
7,229,793Total non-current assets


7,229,793



7,229,793Total Assets


7,229,793



7,229,793LiabilitiesCurrent liabilitiesDue to managing trustee and affiliates


26,114



22,160Accrued expenses and other liabilities


2,170



4,688Total Liabilities


28,284



26,848Commitments and contingenciesNet Assets in Liquidation

$
7,201,509


$
7,202,945
 
  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 31,2010


2009Revenue:Income from investment in limited partnership

$
13,491


$
120,704Total revenue


13,491



120,704Expenses:General and administrative


14,927



29,916Total expenses


14,927



29,916Net (loss) income


(1,436)



90,788Distribution of assets to beneficiaries


-



(199,236
)Net Assets in Liquidation at December 31, 2009 and 2008


7,202,945



7,231,393Net Assets in Liquidation at December 31, 2010 and 2009

$
7,201,509


$
7,202,945
 
   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 31,2010


2009Cash flows from operating activities:Net (loss) income

$
(1,436)


$
90,788Adjustments to reconcile net (loss) income to net cashprovided by operating activities:Income from investment in limited partnership


(13,491)



(120,704)Changes in operating assets and liabilities:Accrued expenses and other liabilities


(2,518)



4,688Due to managing trustee and affiliates


3,954



22,160Distributions from joint ventures


13,491



120,704Net cash provided by operating activities


-



117,636Cash flows from financing activities:Liquidating distributions


-



(119,236
)Net cash used in financing activities


-



(119,236
)Net decrease in cash


-



(1,600
)Cash, beginning of the year


-



1,600Cash, end of the year

$
-


$
-
  See accompanying notes to financial statements.
 3
 Table of Contents
 ICON Cash Flow Partners L.P. Seven Liquidating Trust
 (A Delaware Statutory Trust)
 Notes to Financial Statements
 December 31, 2010
 (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, 2010
 (unaudited)
 (2)
Summary of Significant Accounting Policies - continued
 
 Recently Adopted Accounting Pronouncements
 
 In 2010, the Liquidating Trust adopted the accounting pronouncement relating to variable interest entities, which requires assessments at each reporting period of which party within the variable interest entity is considered the primary beneficiary and requires a number of new disclosures related to variable interest entities. The adoption of this guidance did not have a material effect on the Liquidating Trust's financial statements as of December 31, 2010.
 
 (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, 2010
 (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 between the Charterer and the owner trustee of the rig.
 
 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 upon 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 was 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.
 
 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 neither represents 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.  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, 2010
 (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.  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.  The Managing Trustee strongly disagrees with the decision of the appellate panel and continues to believe its 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, and on July 12, 2010, North Sea also filed a brief in support of the Petition.  The Charterer filed its opposition to North Sea’s petition on October 1, 2010 and North Sea submitted its reply brief on November 2, 2010.
 
 While it is not possible at this stage to determine the likelihood of the outcome, the Liquidating Trust and the other North Sea partners strongly disagree with the decision of the appellate panel and continue to believe that the Texas State Court’s decision is correct.  To that end, the Liquidating Trust is working with the other North Sea partners to vigorously pursue the Liquidating Trust’s claims and defend the Texas State Court’s decision.  Although the Texas State 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, 2010, as well as the financial statements of the Liquidating Trust, the Liquidating Trust's Managing Trustee carried out an evaluation, under the supervision and with the participation of the management of the Managing Trustee, including its Co-Chief Executive Officers and the Chief Financial Officer, of the effectiveness of the design and operation of the 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 the 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, 2010
 (unaudited)
  (4)
Controls and Procedures - continued
 
 In designing and evaluating the Managing Trustee’s disclosure controls and procedures, the 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.  The 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.
 
 The 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 the Liquidating Trust financial reporting and disclosure included in this Annual Report on Form 10-K.
 
 Evaluation of internal control over financial reporting
 
 The Liquidating Trust’s 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.
 
 The Managing Trustee assessed the effectiveness of its internal control over financial reporting as of December 31, 2010. 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, the Liquidating Trust’s Managing Trustee believes that, as of December 31, 2010, its internal control over financial reporting is effective.
 Changes in internal control over financial reporting









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 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, 2011
  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, 2011
  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)
 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. The Liquidating Trust's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the auditors and the board of directors of the Managing Trustee (or persons performing the equivalent functions):
  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, 2011
  /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. The Liquidating Trust's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the auditors and the board of directors of the Managing Trustee (or persons performing the equivalent functions):
  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, 2011
  /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. The Liquidating Trust's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the auditors and the board of directors of the Managing Trustee (or persons performing the equivalent functions):
  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, 2011
 
 /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