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24 <br /> CERTIFICATE OF MERRILL LYNCH CAPITAL SERVICES, INC. <br /> Merrill Lynch Capital Services, Inc. ("MLCS") hereby <br /> certifies that the undersigned officer of MLCS has reviewed the <br /> facts stated in the opinion of Brown & Wood dated [CLOSING DAM <br /> addressed to [RATING AGENCIES, UNLESS UNRATED, THEN TO [A] <br /> MERRILL LYNCH & CO.] in respect of the Debt Units of the Medium- <br /> Term Structured Enhanced Return Trust 1994 Series B- [XX] and <br /> hereby certifies that the facts assumed therein, as they relate <br /> to MLCS, are correct in all material respects. <br /> MERRILL LYNCH CAPITAL SERVICES, INC. <br /> By: <br /> Name : Frank D. Ronan <br /> Title: Manaing <br /> Dated: [CLOSING DATE] <br /> • <br />