Agreement to Sell Mortgage Loans a) Subject to the terms and conditions of this Agreement, the Mortgage Loan Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans on the Closing Date. (b) The closing for the purchase and sale of the Mortgage Loans shall take place at the offices of Willkie Farr & Gallagher, New York, New York, at 10:00 a.m. New York time, on the Closing Date.