SELLER



                                       and



                     MERRILL LYNCH MORTGAGE INVESTORS, INC.,



                                    PURCHASER



                   MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT



                           Dated as of October 1, 2004



              Specialty Underwriting and Residential Finance Trust

           (Mortgage Loan Asset-Backed Certificates, Series 2004-BC3)



================================================================================



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                               TABLE OF CONTENTS



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                                                                                                       Page

{S}                                                                                                    {C}

ARTICLE I     CONVEYANCE OF MORTGAGE LOANS...........................................................     1



       Section 1.01.    Sale of Mortgage Loans.......................................................     1



       Section 1.02.    Delivery of Documents........................................................     1



       Section 1.03.    Review of Documentation......................................................     2



       Section 1.04.    Representations and Warranties Regarding the Seller..........................     2



       Section 1.05.    Grant Clause.................................................................     9



       Section 1.06.    Assignment by Depositor......................................................     9



ARTICLE II    MISCELLANEOUS PROVISIONS...............................................................     9



       Section 2.01.    Binding Nature of Agreement; Assignment......................................     9



       Section 2.02.    Entire Agreement.............................................................     9



       Section 2.03.    Amendment....................................................................     9



       Section 2.04.    Governing Law................................................................    10



       Section 2.05.    Severability of Provisions...................................................    10



       Section 2.06.    Indulgences; No Waivers......................................................    10



       Section 2.07.    Headings Not to Affect Interpretation........................................    10



       Section 2.08.    Benefits of Agreement........................................................    10



       Section 2.09.    Counterparts.................................................................    10

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                                    SCHEDULE



SCHEDULE A Mortgage Loan Schedule



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      This MORTGAGE LOAN SALE AND ASSIGNMENT AGREEMENT, dated as of October 1,

2004 (the "Agreement"), is executed by and between Merrill Lynch Mortgage

Lending, Inc. (the "Seller") and Merrill Lynch Mortgage Investors, Inc. (the

"Depositor").



      All capitalized terms not defined herein shall have the same meanings

assigned to such terms in that certain Pooling and Servicing Agreement (the

"Pooling Agreement"), dated as of October 1, 2004, among the Depositor, JPMorgan

Chase Bank, as trustee (the "Trustee") and Litton Loan Servicing, LP, as

servicer (the "Servicer").



                              W I T N E S S E T H:



      WHEREAS, the Seller has acquired or originated certain mortgage loans

identified on the Mortgage Loan Schedule attached hereto as Schedule A (the

"Mortgage Loans");



      WHEREAS, the Seller desires to sell, without recourse, all of its rights,

title and interest in the Mortgage Loans to the Depositor; and



      WHEREAS, the Seller and the Depositor acknowledge and agree that the

Depositor will assign all of its rights and delegate all of its obligations

hereunder to the Trustee, and that each reference herein to the Depositor is

intended, unless otherwise specified, to mean the Depositor or the Trustee, as

assignee, whichever is the owner of the Mortgage Loans from time to time.



      NOW, THEREFORE, in consideration of the mutual agreements herein set

forth, and for other good and valuable consideration, the receipt and adequacy

of which are hereby acknowledged, the Seller and the Depositor agree as follows:



                                    ARTICLE I



                          CONVEYANCE OF MORTGAGE LOANS



      Section 1.01. Sale of Mortgage Loans. Concurrently with the execution and

delivery of this Agreement, the Seller does hereby transfer, assign, set over,

deposit with and otherwise convey to the Depositor, without recourse, subject to

Sections 1.03 and 1.04, all the right, title and interest of the Seller in and

to the Mortgage Loans identified on Schedule A hereto, having an aggregate

principal balance as of the Cut-off Date of approximately $650,002,380. Such

conveyance includes, without limitation, the right to all distributions of

principal and interest received on or with respect to the Mortgage Loans on or

after October 1, 2004 other than payments of principal and interest due on or

before such date, and all such payments due after such date but received prior

to such date and intended by the related Mortgagors to be applied after such

date, together with all of the Seller's right, title and interest in and to each

related account and all amounts from time to time credited to and the proceeds

of such account, any REO Property and the proceeds thereof, the Seller's rights

under any Insurance Policies related to the Mortgage Loans, and the Seller's

security interest in any collateral pledged to secure the Mortgage Loans,

including the Mortgaged Properties.



      Concurrently with the execution hereof, the Depositor tenders the purchase

price for the Mortgage Loans.



      Section 1.02. Delivery of Documents. In connection with such transfer and

assignment of the Mortgage Loans hereunder, the Seller does hereby deliver, or

cause to be delivered, to the Depositor (or



                                        1

{PAGE}



its designee) the following documents or instruments with respect to each

Mortgage Loan (each a "Mortgage File") so transferred and assigned; provided

that for Mortgage Loans (if any) that have been prepaid in full after the

Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering

the related Mortgage Files, herewith delivers to the Depositor an Officer's

Certificate which shall include a statement to the effect that all amounts

received in connection with such prepayment that are required to be deposited in

the account maintained by the Servicer for such purpose have been so deposited.



      (a) The Original Mortgage Note endorsed, "Pay to the order of JPMorgan

Chase Bank, as trustee - SURF 2004-BC3, without recourse" together with all

riders thereto. The Mortgage Note shall include all intervening endorsements

showing a complete chain of the title from the originator to the Seller.



      (b) Except as provided below and for each Mortgage Loan that is not a MERS

Loan, the original recorded Mortgage together with all riders thereto, with

evidence of recording thereon, or, if the original Mortgage has not yet been

returned from the recording office, a copy of the original Mortgage together

with all riders thereto certified by the Seller to be true copy of the original

of the Mortgage that has been delivered for recording in the appropriate

recording office of the jurisdiction in which the Mortgaged Property is located

and in the case of each MERS Loan, the original Mortgage together with all

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