Securities Exchange Act
Sections 12(g) and 12(h)

August 5, 2010

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division will not recommend enforcement action to the Commission if the Liquidating Trust, in reliance on your opinion of counsel that the Liquidating Trust is not an issuer of “equity securities” within the meaning of Section 12(g) of the Exchange Act, operates as described in your letter without compliance with the registration and reporting requirements of the Exchange Act. Capitalized terms used in this response have the same meaning as defined in your letter.

In arriving at this position, we note that:

• the Trustee has caused the Liquidating Trust to operate in accordance with the Liquidating Trust Agreement and in compliance with the terms under which the Division granted no-action relief as described in the February Letter;
   
• the Trustee will continue to cause the Liquidating Trust to operate in the manner described in your letter;
   
• there have been no amendments to the Liquidating Trust Agreement;
   
• the Trustee has been current and timely in filing periodic reports containing unaudited financial statements and certain other information on Forms 10-K and 8-K;
   
• the beneficial interests in the Liquidating Trust are not transferable or assignable except by will, intestate succession, or operation of law;
   
• the beneficial interests in the Liquidating Trust are not and will not be represented by certificates;
   
• the purpose of the Liquidating Trust is to liquidate and distribute the assets transferred to it;
   
• the Liquidating Trust will terminate upon the earlier of the distribution of all of its assets in accordance with the terms of the Liquidating Trust Agreement or January 28, 2014 (provided that if the Liquidating Trust’s existence is extended beyond such date, the Liquidating Trust will request and receive additional no-action assurance from the Division prior to such extension);
   
• neither the Trustee nor other persons affiliated with the Liquidating Trust or the Company will take any actions to facilitate or encourage any trading in the beneficial interests in the Liquidating Trust or any instrument or interest tied to the value of the beneficial interests in the Liquidating Trust;
   
• the Trustee will file periodic reports containing unaudited financial statements and certain other information on Forms 10-K and 8-K; and
   
• the Form 10-K will include as an exhibit a certification in the form set forth in your letter.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division’s position on enforcement action only. It does not express any legal conclusion on the questions presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2010/greitliquidating080510-12g.htm