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                                                                     EXHIBIT 4.2

                     FORM OF UNRESTRICTED GLOBAL CERTIFICATE


Certificate No. U-1                                         Cusip No.__________


             AMTRAK/PENNSYLVANIA STATION LEASE FINANCE TRUST - 2001,
                  LEASE-BACKED COMMERCIAL MORTGAGE PASS-THROUGH
                            CERTIFICATES, SERIES 2001


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE ISSUER OF ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

 "NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR TO
THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"), OR (B) ANY PERSON WHO IS
DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH INTEREST HEREIN ON
BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, EXCEPT IN ACCORDANCE WITH
ANY PROHIBITED TRANSACTION CLASS EXEMPTION OR THE PROVISIONS OF SECTION 3.03 OF
THE TRUST AGREEMENT REFERRED TO HEREIN."



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             AMTRAK/PENNSYLVANIA STATION LEASE FINANCE TRUST - 2001,
                  LEASE-BACKED COMMERCIAL MORTGAGE PASS-THROUGH
                            CERTIFICATES, SERIES 2001


             Amtrak/Pennsylvania Station Lease Finance Trust - 2001


                     FINAL DISTRIBUTION DATE: June 15, 2017


                  Evidencing a fractional undivided interest in
                     a trust, the property of which includes
                           a Mortgage Loan, secured by
                           a lease of real property of
                              Pennsylvania Station,
                               New York, New York


            THIS CERTIFIES THAT CEDE & CO., for value received, is the
registered owner of a 100% Fractional Undivided Interest in the
Amtrak/Pennsylvania Station Lease Finance Trust-2001 (the TRUST") created
pursuant to the Trust Agreement dated as of June [20], 2001 (the "TRUST
AGREEMENT") among Wells Fargo Bank Northwest, N.A., as trustee (the "TRUSTEE")
and A/P I Deposit Corporation, a Delaware corporation (the "SELLER"), a summary
of certain of the pertinent provisions of which is set forth below. To the
extent not otherwise defined herein, the capitalized terms used herein have the
meanings assigned to them in the Trust Agreement. This Certificate is one of the
duly authorized Certificates designated as "Amtrak/Pennsylvania Station Lease
Finance Trust - 2001, Lease-Backed Commercial Mortgage Pass-Through
Certificates, Series 2001" (herein called "CERTIFICATES"). This Certificate is
issued under and is subject to the terms, provisions, and conditions of the
Trust Agreement, to which Trust Agreement the Holder of this Certificate by
virtue of the acceptance hereof assents and by which such Holder is bound. The
property of the Trust includes a Mortgage Loan and certain funds received in
connection therewith (the "TRUST PROPERTY"). The Mortgage Loan is secured by a
security interest in (a) certain real property subject to the Mortgage, (b) an
Assignment of Leases and Rents with respect to the lease of the real property to
the Tenant pursuant to the Lease, and (c) those certain rights and benefits
conveyed in the Mortgage Loan Documents.

            Subject to and in accordance with the terms of the Trust Agreement,
from funds then available to the trustee, there will be distributed on the 15th
day (or if such 15th day is not a Business Day, the next succeeding Business
Day) of each December and June (each, a "DISTRIBUTION DATE"), commencing
December June 15, 2001, to the Person in whose name this Certificate is
registered, an amount equal to the product of the percentage interest in the
Trust evidenced by this Certificate and the amount required to be distributed to
the Certificateholders


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on the applicable Distribution Date pursuant to the Trust Agreement. Subject to
and in accordance with the terms of the Trust Agreement, in the event that Late
Charge Payments or Special Payments on the Mortgage Loan are received by the
Trustee, from funds then available to the Trustee, there shall be distributed on
the applicable Late Charge Payment Distribution Date or the Special Distribution
Date, to the Person in whose name this Certificate is registered, an amount in
respect of such Late Charge Payments or Special Payments on the Mortgage Loan,
the receipt of which has been confirmed by the Trustee, equal to the product of
the percentage interest in the Trust evidenced by this Certificate and an amount
equal to the sum of such Late Charge Payments or Special Payments received which
is required to be distributed to the Certificateholders pursuant to the Trust
Agreement.

            Distributions on this Certificate will be made by the Trustee by
wire transfer of immediately available funds to the Person entitled thereto,
without the presentation or surrender of this Certificate or the making of any
notation hereon.

            This Certificate shall be governed by and construed in accordance
with the laws of the State of New York without regard to conflicts of law
provisions applied in the State of New York.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purpose have the same effect as if set forth in this place.

            Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Trust Agreement or be valid for any purpose.



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            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                                    AMTRAK/PENNSYLVANIA STATION LEASE
                                    FINANCE TRUST -2001



                                    By:   WELLS FARGO BANK NORTHWEST,
                                          N.A., as Trustee


                                    By:
                                          ------------------------------------
                                          Name:
                                               -------------------------------
                                          Title:
                                                ------------------------------



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               FORM OF THE TRUSTEE'S CERTIFICATE OF AUTHENTICATION



                    This is one of the Certificates referred
                   to in the within-mentioned Trust Agreement

                                    WELLS FARGO BANK NORTHWEST, N.A., as Trustee



                                    By:
                                       ---------------------------------
                                       Name:
                                       Title:





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            The Certificates do not represent a direct obligation of, or an
obligation guaranteed by, or an interest in, the Seller or the Trustee or any
affiliate thereof. The Certificates are limited in right of payment, all as more
specifically set forth on the face hereof and in the Trust Agreement. All
payments or distributions made to Certificateholders under the Trust Agreement
shall be made only from the Trust Property and only to the extent that the
Trustee shall have sufficient income or proceeds from the Trust Property to make
such payments in accordance with the terms of the Trust Agreement. Each Holder
of this Certificate, by its acceptance hereof, agrees that it will look solely
to the income and proceeds from the Trust Property to the extent available for
distribution to such Holder as provided in the Trust Agreement. This Certificate
does not purport to summarize the Trust Agreement and reference is made to the
Trust Agreement for information with respect to the interests, rights, benefits,
obligations, proceeds and duties evidenced hereby. A copy of the Trust Agreement
may be examined during normal business hours at the principal office of the
trust, and at such other places, if any, designed by the Trustee, by any
Certificateholder upon request.

            The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights of the
Certificateholders under the Trust Agreement at any time by the Trustee with the
consent of the Holders of Certificates evidencing Fractional Undivided Interests
aggregating not less than a majority in interest in the Trust. Any such consent
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Trust Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

            As provided in the Trust Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Register upon surrender of this Certificate for registration of transfer
at the offices or agencies maintained by the Trustee, at 79 South Main Street,
3rd Floor, Salt Lake City, Utah 84111, duly endorsed or accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed by the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized denominations evidencing
the same aggregate Fractional Undivided Interest in the Trust will be issued to
the designated transferee or transferees.

            The Certificates are issuable only as registered Certificates
without coupons in minimum denominations of 1/300th% Fractional Undivided
Interest. As provided in the Trust Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of
authorized denominations evidencing the same aggregate Fractional Undivided
Interest in the Trust, as requested by the Holder surrendering the same.

            No service charge will be made for any such registration of transfer
or exchange, but the Trustee shall require payment of a sum sufficient to cover
any tax or governmental charge payable in connection therewith.


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            The Trustee may treat the person in whose name this Certificate is
registered as the owner hereof for all purposes, and the Trustee shall not be
affected by any notice to the contrary.

            The obligations and responsibilities created by the Trust Agreement
and the Trust created thereby shall terminate upon the distribution to
Certficateholders of all amounts required to be distributed to them pursuant to
the Trust Agreement and the disposition of all property held as part of the
Trust Property.




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