Exhibit 10.2


 





SECURITY AGREEMENT


 


This SECURITY AGREEMENT (as
it may be amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated
as of April 9, 2021, is entered into by and among each of the grantors listed on the signature pages hereof and those additional entities
that hereafter become grantors hereunder by executing a joinder substantially in the form of Exhibit A hereto (each a “Grantor”
and collectively the “Grantors”) and Eagle Point Credit Management LLC (“Eagle Point”), as administrative
agent (together with its successors and assigns, in such capacity, the “Agent”) for the benefit of the Secured Parties
(as defined below).


 


WHEREAS, concurrently herewith,
Terra Income Fund 6, Inc., a Maryland corporation (together with any Subsidiary that may join as a borrower thereunder, the “Borrower”)
is entering into that certain Credit Agreement, dated as of the date hereof (as amended, restated, amended and restated, supplemented
or otherwise modified from time to time, the “Credit Agreement”), the lenders from time to time party thereto (the
 “Lenders”) and the Agent, pursuant to which the Lenders have agreed, subject to the terms and conditions set forth
therein, to make certain Loans and Loan Commitments to the Borrower;


 


WHEREAS, each of the Lenders,
their Affiliates and the Agent are being herein referred to collectively as the “Secured Parties”;


 


WHEREAS, each Grantor will
realize substantial direct and indirect benefits as a result of the extension of credit to the Borrower pursuant to the Credit Agreement;


 


WHEREAS, the obligations of
the Secured Parties to enter into the Credit Agreement and the other Transaction Documents and of the Lenders to make Loans thereunder
are subject to the condition, among others, that each Grantor shall execute and deliver this Agreement pursuant to which each Grantor
shall grant the security interest hereinafter described;


 


NOW, THEREFORE, in consideration
of the willingness of the Secured Parties to enter into the Credit Agreement and the other Transaction Documents and to agree, subject
to the terms and conditions set forth therein, to make the Loans and Loan Commitments to the Borrower pursuant thereto, and for other
good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:


 


1.       Defined
Terms. Unless otherwise defined herein or set forth below, terms defined in the Credit Agreement and used herein shall have the meanings
given them in the Credit Agreement. Further, unless otherwise defined herein, terms defined in Articles 8 and 9 of the Uniform Commercial
Code as enacted and in effect from time to time in the State of New York (the “UCC”) are used in this Agreement as
such terms are defined in such Article 8 or 9 of the UCC (including without limitation, Accounts, Chattel Paper, Commercial Tort Claims,
Deposit Accounts, Documents, Electronic Chattel Paper, Equipment, Financial Assets, Fixtures, General Intangibles, Goods, Instruments,
Inventory, Investment Property, Letter-of-Credit Rights, Money, Proceeds, Securities, Securities Accounts, Security Entitlements and Supporting
Obligations).








 






     


     


    

 


“Account Debtor”
means any Person who may become obligated to the Borrower under, with respect to, or on account of, an Account, Chattel Paper or General
Intangibles (including a payment intangible).


 


“Custody Account”
means, collectively, the securities account(s) set forth on Schedule 8 to the Perfection Certificate maintained with the Custodian,
as the same may be re-designated, renumbered or otherwise modified.


 


“Pledged Equity”
means, with respect to each Grantor, 100% of the issued and outstanding Equity Interests of each Subsidiary that is directly owned by
such Grantor as set forth on Schedule V (as updated from time to time in accordance with Section 5(n) of the Credit Agreement),
together with the certificates (or other certificated security or Instruments), if any, representing such shares, and all options and
other rights, contractual or otherwise, with respect thereto, including, but not limited to, the following:


 


(1)            all equity interests
representing a dividend thereon, or representing a distribution or return of capital upon or in respect thereof, or resulting from a stock
split, revision, reclassification or other exchange therefor, and any subscriptions, warrants, rights or options issued to the holder
thereof, or otherwise in respect thereof; and


 


(2)            in the event of
any consolidation or merger involving any issuer and in which such issuer is not the surviving Person, all shares of each class of the
equity interests of the successor Person formed by or resulting from such consolidation or merger, to the extent that such successor Person
is a direct Subsidiary of a Grantor.


 


2.       Security
Interest. As security for the due and punctual payment and performance of the Secured Obligations described in Section 3 hereof, each
Grantor hereby grants to the Agent for itself and for the benefit of the other Secured Parties a security interest in and lien on all
of such Grantor’s right, title and interest in and to all tangible and intangible property and Fixtures of such Grantor, whether
now owned or existing or hereafter acquired or arising, together with any and all additions, accessions, accessories and accoutrements
thereto and replacements therefor and Proceeds and products thereof (collectively referred to as the “Collateral”),
including without limitation, the property described below:


 


(a)       all
Accounts;


 


(b)       all
cash and cash equivalents;


 


(c)       all
Chattel Paper;


 


(d)       all
Commercial Tort Claims (including without limitation, the Commercial Tort Claims set forth on the Perfection Certificate for such Grantor
attached as Schedule I hereto);


 


(e)       the
Custody Account and all Financial Assets, Money and Securities held therein or credited thereto, all Security Entitlements in
respect thereof, and all other assets indicated on the Custodian’s books and records as being credited to or recorded in the
Custody Account and all assets held by the Custodian as bailee for the Agent;


 






    2 


     


    

 


(f)       all
Deposit Accounts;


 


(g)       all
Documents;


 


(h)       all
Equipment;


 


(i)       all
Fixtures;


 


(j)       all
General Intangibles;


 


(k)       all
Goods;


 


(l)       all
Intellectual Property;


 


(m)       all
Instruments;


 


(n)       all
Inventory;


 


(o)       all
Investment Property;


 


(p)       all
Letter-of-Credit Rights;


 


(q)       all
Pledged Equity;


 


(r)       all
books and records pertaining to any of the Collateral;


 


(s)       all
rights under contracts, agreements, authorizations, permits, consents, orders, licenses, franchises and leases;


 


(t)       the
entire goodwill of such Grantor’s business and other General Intangibles (including know-how, trade secrets, customer lists, proprietary
information, inventions, engineering, tests and test results, methods, procedures and formulae) connected with the use of and symbolized
by any Intellectual Property of such Grantor;


 


(u)       [reserved];


 


(v)       all
rights under leases of real and personal property;


 


(w)       all
other tangible or intangible personal property not otherwise described above; and


 


(x)       all
accessions to, substitutions for and replacements, Proceeds, Supporting Obligations and products of any of the foregoing and, to the
extent not otherwise included, all payments under insurance, or any indemnity, warranty or guaranty payable by reason of loss or
damage or otherwise in respect of any of the foregoing.


 






    3 


     


    

 


Notwithstanding the
foregoing, and with respect to the grant of security interests and liens hereunder only, the term “Collateral”
shall not include, and the Grantors shall not be deemed to have granted a security interest in (collectively, “Excluded
Property”): (i) any “intent to use” Trademark applications for which a Statement of Use has not been filed, or
if filed, has not been deemed in conformance with 15 U.S.C. § 1051(a) or examined and accepted, respectively, by the United
States Patent and Trademark Office, provided that upon such filing and acceptance of a Statement of Use, such intent-to-use
applications shall be included in the definition of Collateral, (ii) any rights or interests in any lease, license, contract, or
agreement (other than any lease, license, contract, or agreement between such Grantor and its subsidiaries) to the extent, but only
to the extent, that a grant of a security interest therein constitutes or results in the abandonment, invalidation or
unenforceability of any right, title or interest of the applicable Grantor in such property and then only to the extent that any
law, rule or regulation or contractual provision giving rise to such abandonment, invalidation or unenforceability would not be
rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any
relevant jurisdiction or any other applicable law, including without limitation, any bankruptcy or insolvency law, or principles of
equity, (iii) any license or permit from any Governmental Authority, any of the Grantors’ rights or interests in any contract
or agreement to which any such Grantor is a party or any Equipment subject to a purchase money security interest or equipment lease
(collectively, “Encumbered Equipment”), or other asset in which any Grantor has or hereafter acquires any right,
title or interest if and to the extent such Grantor’s right, title or interest in such Encumbered Equipment or other asset is
subject to a contractual provision or other restriction on assignment that such creation of a security interest in the right, title
or interest of such Encumbered Equipment or asset would be prohibited and would, in and of itself, cause or result in a default
thereunder, in each case, to the extent, but only to the extent, that the terms of any such license, permit, contract or agreement
expressly prohibit the granting of a lien or an assignment by such Grantor with respect to such license, permit, contract or
agreement, or result in a default under such contract or agreement and then only to the extent that (A) any necessary consent to
such grant or assignment shall have not been obtained and (B) the terms of any such license, permit, contract or agreement are not
rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any
relevant jurisdiction or any other applicable law, including without limitation, any bankruptcy or insolvency law, or principles of
equity, (iv) all Commercial Tort Claims owned by any Grantor on the Closing Date with a value of less than $1,000,000, (v) all motor
vehicles, (vi) all Equipment with a fair market value of less than $1,000,000, and (vii) all Excluded Accounts; provided, however,
that (x) immediately and automatically upon the ineffectiveness, lapse, cessation or termination of any provision of any contract,
agreement, indenture, permit, license, any law or any condition or circumstance, the existence of which caused any asset or property
to constitute “Excluded Property” hereunder, such asset or property shall no longer constitute “Excluded
Property” hereunder and the Collateral shall include, and the applicable Grantor shall be deemed to have granted a security
interest in and lien on, all such Grantor’s rights and interests in such asset or property as if such provision, law,
condition or circumstance had never been in effect, (y) “Excluded Property” shall in no event include, and the Grantors
shall be deemed to have granted to the Agent a security interest in and lien on, any Account, account receivable, money or other
amounts due or to become due to the Grantors under any license, permit, contract or agreement referred to in clause (ii) or (iii)
above and (z) “Excluded Property” shall in no event include, and the Grantors shall be deemed to have granted to the
Agent a security interest in and lien on, any and all proceeds from the sale or other disposition of Excluded Property.
Notwithstanding anything herein or in any other Transaction Document to the contrary, for the avoidance of doubt, with respect to
Collateral, no Grantor shall be obligated or required to take any action in any non-United States jurisdiction to perfect the
Agent’s security interest in any such Collateral.


 






    4 


     


    

 


3.       Secured
Obligations. The security interest hereby granted shall secure the due and punctual payment and performance of the Obligations (as
defined in the Credit Agreement) (herein referred to as the “Secured Obligations”).


 


4.       Perfection
Certificate. Each of the Grantors has delivered to the Agent a Perfection Certificate in the form appended hereto as Schedule I.
Each Grantor represents that the completed Perfection Certificate delivered to the Agent is true and correct in all material respects
and the facts contained in such certificate are accurate in all material respects, in each case, as of the date of such delivery.


 


5.       Special
Representations, Warranties and Covenants of the Grantors. Each Grantor hereby represents, warrants and covenants to the Secured Parties
that:


 


(a)       As
of the date hereof, Schedule I for each Grantor attached hereto accurately sets forth the following information for such Grantor:
(i) the exact legal name of such Grantor; (ii) the type of organization of such Grantor; (iii) the jurisdiction of organization of such
Grantor; (iv) the organizational identification number of such Grantor or, if the Grantor does not have an organizational number, a statement
that the Grantor has none; and (v) the chief executive office and the current locations of all Collateral of such Grantor. If a Grantor
(x) changes its type of organization, jurisdiction of organization, or other legal structure except as otherwise permitted under the Credit
Agreement, (y) changes its chief executive office from the location set forth in the respective Schedule I or (z) makes any change
in such Grantor’s legal name or mailing address or organizational identification number if it has one, without, in the case of this
clause (y) and (z), then such Grantor shall deliver written notice to the Agent at least 10 days prior to making such change (or such
shorter period as the Agent shall agree in its sole discretion).


 


(b)       Except
for the security interest created hereunder and as otherwise expressly permitted by the Credit Agreement, each Grantor is the owner of
its Collateral free from any lien, security interest or encumbrance (other than any Permitted Liens) and each Grantor will defend its
Collateral against all claims and demands of all persons at any time claiming the same or any interest therein.


 


(c)       As
of the date hereof, no Grantor holds any Commercial Tort Claims, as defined in Article 9 of the UCC, except as indicated on the respective
Schedule I of such Grantor attached hereto. If any of the Grantors shall at any time acquire a Commercial Tort Claim in excess
of $1,000,000, such Grantor shall promptly notify the Agent in a writing of the brief details thereof, with such writing to be in form
and substance reasonably satisfactory to the Agent.








 






    5 


     


    

 


(d)       [Reserved].


 


(e)       [Reserved].


 


(f)       [Reserved].


 


(g)       Each
Grantor will promptly execute and deliver to the Agent, or authorize the filing by the Agent of, such financing statements, certificates
and other documents or instruments (including, without limitation, this Agreement and licenses to use software and other property protected
by copyright), in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright
Office), with or without the Grantor’s signature, as may be reasonably necessary to enable the Agent to perfect or from time to
time renew the security interest granted hereby and in any additional Collateral hereafter acquired by such Grantor or in any replacements
or proceeds thereof. Each Grantor authorizes and appoints the Agent, in case of need, to execute, as applicable, and file such financing
statements, certificates and other documents pertaining to the Secured Parties’ security interest in the Collateral in its stead
if such Grantor fails to so execute or file such documents, with full power of substitution, as such Grantor’s attorney-in-fact.


 


(h)       Each
Grantor agrees that the Agent may, at any time and from time to time on and after the Closing Date, file in such Grantor’s jurisdiction
of formation financing statements and amendments thereto that (i) indicate the Collateral (x) as “all assets” of such Grantor
or words of similar effect, regardless of whether any particular asset falls within the scope of Article 9 of the UCC of such jurisdiction
or (y) as being of an equal or lesser scope or with greater detail and (ii) which contain any other information required by Article 9
of the UCC (including Part 5 thereof) for the sufficiency or filing office acceptance of any financing statement or amendment, including
whether any Grantor is an organization, the type of organization and any organization identification number issued to such Grantor. The
Grantors agree to furnish any such information to Agent promptly upon request.


 


(i)       The
records concerning all material accounts, accounts receivable and other intangible Collateral of each Grantor are and will be kept at
the address shown in the respective Schedule I pertaining to such Grantor as the chief executive office of such Grantor or as otherwise
set forth in the Perfection Certificate (in each case subject to Section 5(a) hereof).


 


(j)       [Reserved].


 


(k)       As
of the date hereof, Schedules II, III, and IV hereto, respectively, are true, correct and complete lists as of the date hereof of all
registered and applied for Patents, Trademarks and Copyrights owned by the Grantors.


 


(l)       Except
as indicated on Schedules II, III, and IV attached hereto, each Grantor is, and, as to the Patents, Trademarks and Copyrights acquired
by it from time to time after the date hereof, such Grantor will be, the sole and exclusive owner of or, as applicable, the licensee of
all such Patents, Trademarks and Copyrights.








 






    6 


     


    

 


(m)       Set
forth on Schedule V, as of the Closing Date and as of the last date such schedule was required to be updated in accordance with Section
5(n) of the Credit Agreement, is a list of all Pledged Equity owned by each Grantor hereto. All Pledged Equity as of the Closing Date
is duly authorized and validly issued and to the extent applicable, is fully paid and non-assessable. The security interest in the Pledged
Equity does not violate Regulation T, U, or X of the Board of Governors of the Federal Reserve System. All certificated Pledged Equity
owned by a Grantor as of the Closing Date has been delivered to the Agent as required by the terms of the Agreement and the other Transaction
Documents.


 


(n)       No
Pledged Equity consisting of equity interests in a partnership or a limited liability company (i) is dealt in or traded on a securities
exchange or in a securities market, (ii) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (iii)
is an investment company security within the meaning of Section 8-103 of the UCC or (iv) is held in a Securities Account not subject to
a Control Agreement.


 


(o)       If
Collateral shall be or become evidenced by any certificate or Instrument constituting Pledged Equity, such Grantor shall deliver to the
Agent such certificate or Instrument (A) on the Closing Date, if applicable, and (B) if acquired or certificated after the Closing Date,
promptly upon (but in any event within ten (10) days (or such longer period as the Agent may reasonably agree)) of the receipt thereof.
Prior to delivery to the Agent, all such certificates constituting Pledged Equity shall be held in trust by such Grantor for the benefit
of the Agent pursuant hereto. All such certificates representing Pledged Equity shall be delivered in suitable form for transfer by delivery
or shall be accompanied by duly executed instruments of transfer or assignment in blank on undated stock powers, in form and substance
reasonably satisfactory to the Agent.


 


(p)       The
Grantors have made and will continue to make all necessary filings and recordations from time to time to protect their interests in the
Intellectual Property that is material to the business of the Grantors, including, without limitation, the appropriate recordations of
their interests in the Intellectual Property in the United States Patent and Trademark Office and their claims to all Copyrights in the
United States Copyright Office, as applicable, and as otherwise requested from time to time by the Agent, but in any event, in a manner
consistent with commercially reasonable business practices. The Grantors have used and will continue to use required statutory notice
to protect their interests in the Intellectual Property that is material to the business of the Grantors. The Grantors will properly maintain
and protect all Intellectual Property material to their business and in accordance with all laws, rules and regulations applicable to
all of the material Intellectual Property.


 


(q)       The
Grantors will take commercially reasonable measures, whether by action, suit or proceeding or otherwise, to protect against the
material infringement or counterfeiting by others of any of the Intellectual Property material to the Grantors’ business, and
for that purpose the Grantors agree to take commercially reasonable measures to diligently maintain any action, suit or proceeding
against any Person so infringing as is necessary to protect against such material infringement or as is necessary to protect such
Intellectual Property, except as shall be consistent with commercially reasonable business judgment and in a manner that would not
reasonably be expected, individually or in the aggregate, to materially and adversely affect the value of any Intellectual Property
included in the Collateral or the rights and remedies of the Agent in relation thereto. The Grantors will not permit to lapse or
become abandoned, settle or compromise any pending or future litigation or administrative proceeding with respect to any
Intellectual Property material to their business.


 






    7 


     


    

 


(r)       If
the Grantors file a Patent, Trademark or Copyright application in the U.S. that is material to the business of the Grantors, then the
Grantors will provide written notice to the Agent within 30 (thirty) days of such application (or such longer period as the Agent may
permit in its reasonable discretion). The Grantors shall file and prosecute diligently all applications for registration of material Intellectual
Property now or hereafter pending that would be necessary to the business of the Grantors to which any such applications pertain, and
to take commercially reasonable efforts to preserve and maintain all rights in such applications and in all registered Intellectual Property
material to their business, except as shall be consistent with commercially reasonable business judgment and in a manner that would not
reasonably be expected, individually or in the aggregate, to materially and adversely affect the value of any Intellectual Property included
in the Collateral or the rights and remedies of the Agent in relation thereto. Any and all costs and expenses incurred in connection with
any such actions shall be borne by the Grantors. The Grantors shall not abandon any right to file a Patent, Trademark or Copyright application
in the U.S. or any pending Patent, Trademark or Copyright application in the U.S. or any registered Intellectual Property, in each case
material to their business.


 


(s)       [Reserved].


 


(t)       [Reserved].


 


(u)       [Reserved].


 


(v)       [Reserved].


 


(w)       No
Investment Assets or other Collateral is evidenced or represented by any certificate, Instrument, note or Chattel Paper other than such
as has been delivered to and is in the possession of the Agent or the Custodian.


 


(x)       The
Grantors shall at any time and from time to time execute and deliver, or cause to be executed and delivered, such other agreements, instruments,
certificates and documents and take, or cause to be taken, such other actions as the Agent may reasonably request to insure the continued
protection, perfection and priority of the Agent’s security interest in any of the Collateral.


 


6.       Events
of Default. As used herein, an “Event of Default” shall mean the occurrence of an Event of Default under the Credit Agreement.


 


7.       Rights
and Remedies of Secured Parties. Upon the occurrence and during the continuance of any Event of Default, the Agent and the other Secured
Parties shall have the following rights and remedies:





 


(a)       All
rights and remedies provided by law, including, without limitation, those provided by the UCC;


 






    8 


     


    

 


(b)       All
rights and remedies provided in this Agreement; and


 


(c)       All
rights and remedies provided in the Credit Agreement, in the other Transaction Documents or in any other agreement, document or instrument
pertaining to the Secured Obligations.


 


8.       Royalty
Free License. Upon the occurrence and during the continuance of any Event of Default, the Agent has the right to dispose of any of
the Collateral which is subject to a Patent, Trademark or Copyright which any of the Grantors own or control through a license or otherwise,
and such Grantor grants to the Secured Parties a royalty free license (to the extent such rights are assignable) to use any such Patent,
Trademark or Copyright, in addition to the grant of any security interest granted to the Secured Parties in such Patent, Trademark or
Copyright (if any) to dispose of any such Collateral. Such royalty free license shall extend to any person or persons purchasing such
Collateral from the Secured Parties.


 


9.       Right
of Agent to Dispose of Collateral, etc. Upon the occurrence and during the continuance of any Event of Default, but subject to the
provisions of the UCC or other applicable law (except as waived herein to the extent permitted by Applicable Law), the Agent shall have
the right to take possession of the Collateral. The Agent may require the Grantors to make the Collateral available to the Agent at a
place to be designated in writing by the Agent or transfer any information related to the Collateral to the Agent by electronic medium.
Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market,
the Agent will give the Grantors at least 10 days’ prior written notice in accordance with Section 21 hereof of the time and place
of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be made. Any such
notice shall be deemed to meet any requirement hereunder or under any applicable law (including the UCC) that reasonable notification
be given of the time and place of such sale or other disposition. The Agent may comply with any applicable state or federal law requirements
in connection with a disposition of the Collateral and compliance will not be considered adversely to affect the commercial reasonableness
of any sale of the Collateral.


 


10.       Right
of Agent to Use and Operate Collateral, etc. Upon the occurrence and during the continuance of any Event of Default, but subject
to the provisions of the UCC or other Applicable Law, the Agent shall have the right and power to (a) take possession of all or any
part of the Collateral, and to exclude the Grantors and all persons claiming under the Grantors wholly or partly therefrom, and
thereafter to hold, store, and/or use, operate, manage and control the same and (b) grant a license to use, or cause to be granted a
license to use, any or all of the Intellectual Property (in the case of Trademarks, along with the goodwill associated therewith,
and in the case of Trademark licenses, subject to the quality control provisions of the original licenses) constituting Collateral
or any part thereof, in each case free of all rights and claims of the Grantors therein and thereto. Upon any such taking of
possession, the Agent may, from time to time, at the expense of the Grantors, make all such repairs, replacements, alterations,
additions and improvements to and of the Collateral as the Agent may deem proper. In any such case the Agent shall have the right to
manage and control the Collateral and to carry on the business and to exercise all rights and powers of the Grantors in respect
thereto as the Agent shall deem best, including the right to enter into any and all such agreements with respect to the operation of
the Collateral or any part thereof as the Agent may see fit; and the Agent shall be entitled to collect and receive all rents,
issues, profits, fees, revenues and other income of the same and every part thereof. Such rents, issues, profits, fees, revenues and
other income shall be applied to pay the expenses of holding and operating the Collateral and of conducting the business thereof,
and of all maintenance, repairs, replacements, alterations, additions and improvements, and to make all payments which the Agent may
be required or may reasonably elect to make, if any, for taxes, assessments, insurance and other charges upon the Collateral or any
part thereof, and all other payments which the Agent may be required or authorized to make under any provision of this Agreement
(including legal costs and reasonable and documented out-of-pocket attorneys’ fees). The remainder of such rents, issues,
profits, fees, revenues and other income shall be applied as provided in Section 12 hereof.


 






    9 


     


    

 


11.       Collection
of Accounts Receivable, etc. Upon the occurrence and during the continuance of an Event of Default, each Grantor irrevocably
authorizes the Agent at any time and from time to time in the sole discretion of the Agent and appoints the Agent as its
attorney-in-fact (a) to endorse and collect any cash proceeds of the Collateral; (b) to apply the payments on and collections and
proceeds of such Grantor’s Accounts and accounts receivable in accordance with Section 2(l) of the Credit Agreement; (c) to
endorse the name of such Grantor upon items of payment and/or proceeds of Collateral of the Grantors and upon any chattel paper,
document, instrument, invoice or similar document or agreement relating to any Account or account receivable of the Grantors or
goods pertaining thereto; (d) to take control in any manner of any item of payment or proceeds thereof; (e) to have access to any
lock box or postal box into which any mail of such Grantor is deposited; (f) to open and process all mail addressed to such Grantor
and deposited in any lock box or postal box of such Grantor or otherwise; (g) to sell or assign any Accounts or account receivable
of such Grantor upon such terms, for such amounts and at such time or times as the Agent deems advisable; (h) to notify any parties
obligated on any of the Accounts and accounts receivable of such Grantor to make payment directly to the Agent of any amounts due or
to become due; (i) to demand, sue for and collect payment or enforce payment of the Accounts or accounts receivable of such Grantor
in the name of the Agent or such Grantor; (j) to sign such Grantor’s name on any invoice or bill of lading relating to the
Accounts or accounts receivable of such Grantor, any drafts against any party obligated on any such Accounts or accounts receivable
and any assignments and verifications of such Accounts or accounts receivable; (k) to exercise all of such Grantor’s rights
and remedies with respect to the collection of the Accounts of such Grantor and any other Collateral; (l) to settle, adjust,
compromise, extend or renew the Accounts and accounts receivable of such Grantor; (m) to settle, adjust or compromise any legal
proceedings brought to collect the Accounts and accounts receivable of such Grantor; (n) to prepare, file and sign such
Grantor’s name on a proof of claim in bankruptcy or similar document against any party obligated on any of the Accounts and
accounts receivable of such Grantor; (o) to prepare, file and sign such Grantor’s name on any notice of Lien, assignment or
satisfaction of Lien or similar document in connection with the Accounts or account receivables of such Grantor; and (p) to do all
other acts and things reasonably necessary to carry out this Agreement; and such Grantor agrees to reimburse the Agent on demand for
any reasonable and documented out-of-pocket payment made or any reasonable and documented out-of-pocket expense incurred by the
Agent in connection with any of the foregoing; provided that, this authorization shall not relieve such Grantor of any of its
obligations under this Agreement or under the Credit Agreement. All acts of said attorney or designee are hereby ratified and
approved. The powers conferred on the Agent, for the benefit of the Secured Parties, under this Section 11 are solely to protect the
Agent’s interests in the Collateral and shall not impose any duty upon the Agent or any other Secured Party to exercise any
such powers.


 






    10 


     


    

 


12.       Proceeds
of Collateral. Any proceeds of Collateral consisting of collections of or payments on Accounts or accounts receivable of the Grantors
or proceeds from the sale, lease or other disposition of or realization on Collateral, in each case, received by the Agent after the occurrence
and during the continuance of an Event of Default shall be applied to the payment of the Secured Obligations by the Agent in accordance
with the terms of Section 2(j) of the Credit Agreement, and any surplus shall be returned to the Grantors or to any person or party lawfully
entitled thereto (including, if applicable, any subordinated creditors of the Grantors). By way of enlargement and not by way of limitation
of the rights of the Agent under applicable law or the Credit Agreement or the other Transaction Documents, the Agent shall allocate the
proceeds of the Collateral to the Secured Obligations (including without limitation, the Loans) in accordance with the terms of the Credit
Agreement. In the event that the proceeds of any sale, lease or other disposition of or realization on the Collateral hereunder are insufficient
to pay all of the Secured Obligations in full (other than contingent indemnification obligations which have not been asserted), the Grantors
will be liable for the deficiency, together with interest thereon at the maximum rate provided in the Credit Agreement, and the cost and
expenses of collection of such deficiency, including (to the extent permitted by law), without limitation, reasonable and documented out-of-pocket
attorneys’ fees, expenses and disbursements in accordance with Section 9(e) of the Credit Agreement.


 


13.       Custody
Account, Other Accounts. Upon the occurrence and during the continuance of an Event of Default, the Agent may prevent withdrawals
or other dispositions of assets, including Investment Property, in the Custody Account and any other account that is subject to a Control
Agreement in each case, in accordance with the terms thereof.


 


14.       Investment
Property/Instruments/Pledged Equity. Upon the occurrence of an Event of Default and during the continuation thereof, (i) the
Agent shall have the right to receive (with simultaneous written notice upon any Grantor) any and all cash dividends, payments or
distributions made in respect of any Investment Property, Instruments, or Pledged Equity or other Proceeds paid in respect of any
Investment Property, Instruments, and Pledged Equity, (ii) any or all of any Investment Property or Pledged Equity may, at the
option of the Agent, be registered in the name of the Agent or its nominee and (iii) the Agent or its nominee shall have (except to
the extent, if any, specifically waived in each instance by the Agent in writing) the right to exercise (with simultaneous written
notice upon any Grantor) or refrain from exercising, but under no circumstances is the Agent obligated by the terms of this
Agreement or otherwise to exercise, (A) all voting, corporate and other rights pertaining to such Investment Property, or any such
Pledged Equity at any meeting of shareholders, partners or members of the relevant issuers or otherwise and (B) any and all rights
of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property or
Pledged Equity as if it were the absolute owner thereof (including, without limitation, the right to exchange at its reasonable
discretion any and all of the Investment Property or Pledged Equity upon the merger, consolidation, reorganization, recapitalization
or other fundamental change in the corporate, partnership or limited liability company structure of any issuer or upon the exercise
by any Grantor or the Agent of any right, privilege or option pertaining to such Investment Property or Pledged Equity, and in
connection therewith, the right to deposit and deliver any and all of the Investment Property or Pledged Equity with any committee,
depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Agent (at the direction of
the Required Lenders) may determine), all without liability except to account for property actually received by it; but the Agent
shall have no duty to any Grantor to exercise any such right, privilege or option and the Agent and the other Secured Parties shall
not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Grantor hereby authorizes and
instructs each issuer with respect to any Collateral consisting of Investment Property, Instruments, and/or Pledged Equity, upon the
occurrence of an Event of Default and during the continuance thereof, to: (i) comply with any instruction received by it from the
Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the
terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each issuer shall
be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer
continuing, and (ii) pay any dividends, distributions or other payments with respect to any Investment Property, Instruments, or
Pledged Equity directly to the Agent following any instruction received by it from the Agent in writing. Unless an Event of Default
shall have occurred and be continuing and the Agent shall have given notice to the relevant Grantor of the Agent’s exercising
its corresponding rights pursuant to this Section 14, each Grantor shall be permitted to receive all cash dividends, payments or
other distributions made in respect of any Investment Property, Instrument, and any Pledged Equity to the extent permitted in the
Credit Agreement, and to exercise all voting and other corporate, company and partnership rights with respect to any Investment
Property and Pledged Equity to the extent not inconsistent with the terms of this Agreement and the other Transaction Documents.


 






    11 


     


    

 


15.       Power
of Attorney and Irrevocable Proxy. Each Grantor hereby designates and appoints the Agent, on behalf of the Secured Parties, and
each of its designees or agents, as such Grantor’s true and lawful attorney-in-fact, irrevocably and, with full power of
substitution, and grants to the Agent this IRREVOCABLE PROXY, in each case subject to the terms of this Agreement and the other
Transaction Documents, with authority to take, or refuse to take, any or all of the following actions, in each case automatically
upon the occurrence and during the continuance of an Event of Default. This power of attorney is an irrevocable power coupled with
an interest, and shall survive the bankruptcy, dissolution or winding up of any relevant Grantor, terminating only upon the payment
in full of the Obligations (other than other than contingent indemnification and expense reimbursement obligations for which no
claim has been asserted in writing). The Agent shall be under no duty to exercise or withhold the exercise of any of the rights,
powers, privileges and options expressly granted to the Agent in this Agreement, and shall not be liable for any failure to do so or
any delay in doing so. The Agent shall not be liable for any act or omission or for any error of judgment or any mistake of fact or
Law in its individual capacity or its capacity as attorney-in-fact except acts or omissions resulting from its gross negligence, bad
faith or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. This power of
attorney is conferred on the Agent solely to protect, preserve and realize upon its security interest in the Collateral and shall
not impose any duty upon the Agent or any other Secured Party to exercise any such powers.


 






    12 


     


    

 



 


16.       Credit
Agreement, etc. Notwithstanding any other provision of this Agreement, the rights of the parties hereunder are subject to the provisions
of the Credit Agreement, including the provisions thereof pertaining to the rights and responsibilities of the Agent. In the event that
any provision of this Agreement is in conflict with the terms of the Credit Agreement, the Credit Agreement shall control. Unless the
context shall otherwise clearly indicate, the terms “Secured Party” and “Secured Parties” as used herein shall
be deemed to include the Agent acting on behalf of the Secured Parties pursuant to the Credit Agreement.


 


17.       Waivers,
etc. Each Grantor hereby waives (to the extent permitted by applicable law) presentment, demand, notice, protest and, except as is
otherwise provided herein or in the other Transaction Documents, all other demands and notices, in connection with this Agreement or the
enforcement of the Secured Parties’ rights hereunder or in connection with any Secured Obligations or any Collateral; consents to
and waives (to the extent permitted by applicable law) notice of the granting of renewals, extensions of time for payment or other indulgences
to the other Grantors or to any account debtor in respect of any Account, including without limitation, any account receivable or to any
other third party, or substitution, release or surrender of any Collateral, the addition or release of persons primarily or secondarily
liable on any Secured Obligation or on any account receivable or other Collateral, the acceptance of partial payments on any Secured Obligation
or on any account receivable or other Collateral and/or the settlement or compromise thereof. No delay or omission on the part of the
Agent on behalf of the Secured Parties in exercising any right hereunder shall operate as a waiver of such right or of any other right
hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future
occasion. Each Grantor further waives (to the extent permitted by applicable law) any right it may have under the laws of the State of
New York, under the laws of any state in which any of the Collateral may be located, or under the laws of the United States of America,
to notice (other than any requirement of notice provided herein) or to a judicial hearing prior to the exercise of any right or remedy
provided by this Agreement to the Agent or the Secured Parties and waives (to the extent permitted by applicable law) its rights, if any,
to object to, set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if
such be the case) that the sale was consummated without a prior judicial hearing or was not commercially reasonable. Each Grantor’s
waivers under this section have been made voluntarily, intelligently and knowingly and after such Grantor has been apprised and counseled
by its attorneys as to the nature thereof and its possible alternative rights, and shall be construed and enforced to the fullest extent
enforceable under applicable law.


 


18.       Termination;
Assignment, etc. When all the Secured Obligations have been paid in full (other than contingent indemnification obligations
which have not been asserted) and have been terminated and the Loan Commitments of the Lenders to make any Loans under the Credit
Agreement have terminated or expired, this Agreement and the security interest in the Collateral created hereby shall automatically
terminate. In such event, the Agent agrees to promptly execute appropriate releases of liens on the Collateral upon the request of
the Grantors and at the Grantors’ expense. No waiver by the Agent or by any other holder of Secured Obligations of any default
shall be effective unless in writing nor operate as a waiver of any other default or of the same default on a future occasion. In
the event of a sale or assignment of part or all of the Secured Obligations by any Secured Party in accordance with the provisions
of the Credit Agreement, each such Secured Party may assign or transfer its respective rights and interest under this Agreement in
whole or in part to the purchaser or purchasers of such Secured Obligations, whereupon such purchaser or purchasers shall become
vested with all of the powers and rights of the Secured Party hereunder. In the event of a sale or assignment of Collateral in
accordance with and pursuant to the terms of the Credit Agreement, the security interest in such Collateral shall automatically
terminate upon the consummation of such sale or assignment.


 






    13 


     


    

 


19.       Reinstatement.
Notwithstanding the provisions of Section 18, this Agreement shall continue to be effective or be reinstated, as the case may be, if at
any time any amount received by the Agent or any other Secured Party in respect of the Secured Obligations is rescinded or must otherwise
be restored or returned by any Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Borrower or
upon the appointment of any intervener or conservator of, or trustee or similar official for Borrower or any substantial part of any of
their properties, or otherwise, all as though such payments had not been made.


 


20.      Governmental
Approval. Prior to or, where permitted, upon the exercise by the Agent of any power, right, privilege or remedy pursuant to this Agreement
which requires any consent, approval, registration, qualification or authorization of any governmental authority or instrumentality, each
Grantor will use commercially reasonable efforts to execute and deliver, or will use commercially reasonable efforts to cause the execution
and delivery of, all applications, certificates, instruments and other documents and papers that the Agent, any Secured Party or any Grantor
may be required to obtain for such governmental consent, approval, qualification or authorization.


 


21.       Notices.
All notices, consents, approvals, elections and other communications hereunder shall be in writing (whether or not the other provisions
of this Agreement expressly so provide) and shall be deemed to have been duly given if delivered in accordance with the terms of the Credit
Agreement.


 


22.       Joinder.
Any other Person (including any new Subsidiary of Borrower that is required to become a party to this Agreement pursuant to Section 5(n)
of the Credit Agreement) may become a party hereto by executing and delivering to the Secured Parties a joinder hereto substantially in
the form of Exhibit A hereto and upon the execution and delivery of such joinder to the Agent shall become a Grantor hereunder
and shall become bound by the terms and provisions hereof with the same force and effect as if originally named a Grantor herein. The
obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor hereunder.


 


23.       Amendment.
No provision of this Agreement may be changed, modified, amended, restated, waived, supplemented, discharged, canceled or terminated orally
or by any course of dealing or in any other manner other than by a written agreement signed by the Agent and the Grantors.


 






    14 


     


    

 


24.      Entire
Agreement. This Agreement and the other Transaction Documents to which each Grantor is a party constitute the entire agreement between
the Grantors and the Agent and the other Secured Parties with respect to the subject matter hereof and thereof, and supersede all prior
agreements and understandings, if any, relating to the subject matter hereof or thereof. Any promises, representations, warranties or
guarantees not herein contained and hereinafter made shall have no force and effect unless in writing signed by the parties hereto. Each
party hereto acknowledges that it has been advised by counsel in connection with the negotiation and execution of this Agreement and is
not relying upon oral representations or statements inconsistent with the terms and provisions hereof.


 


25.       Miscellaneous.
This Agreement shall inure to the benefit of and be binding upon the Secured Parties and be binding upon the Agent and each Grantor and
their respective successors and permitted assigns; provided that, subject to the terms and conditions set forth in the Credit Agreement,
no Grantor may assign any of its rights or obligations hereunder without the prior written consent of the Secured Parties. The term “Secured
Parties” shall be deemed to include any other holder of any of the Secured Obligations. The words “include”, “includes”
and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will”
should be construed to have the same meaning and effect as the word “shall.” In case any provision in this Agreement shall
be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts,
each of which shall be an original, but all of which together shall constitute one instrument.


 


26.       Governing
Law; Jurisdiction; Waiver of Jury Trial. This Agreement, including the validity hereof and the rights and obligations of the parties
hereunder, shall be construed in accordance with and governed by the laws of the State of New York. Each Grantor, to the extent that it
may lawfully do so, hereby consents to service of process, and to be sued, in any state or federal court located in the State of New York,
as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, for the purpose of any suit, action or
other proceeding arising out of any of its obligations hereunder or with respect to the transactions contemplated hereby, and expressly
waives any and all objections it may have as to venue in any such courts. Each Grantor further agrees that a summons and complaint commencing
an action or proceeding in any of such courts shall be properly served and shall confer personal jurisdiction if served personally or
by certified mail to it in accordance with Section 21 hereof or as otherwise provided under the laws of the State of New York. Nothing
in this Agreement shall affect any right the Agent or any Secured Party may otherwise have to bring an action or proceeding relating to
this Agreement against any Grantor or its properties in the courts of any jurisdiction. EACH GRANTOR AND EACH SECURED PARTY IRREVOCABLY
WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION OR OTHER PROCEEDING INSTITUTED BY OR AGAINST SUCH GRANTOR OR SUCH SECURED PARTY
IN RESPECT OF ITS OBLIGATIONS HEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


[The remainder of this page
is intentionally left blank.]


 






    15 


     


    

 


IN WITNESS WHEREOF, the parties
have executed this Security Agreement as a sealed instrument as of the date first above written.


 


		Grantor:	
	 	 	 



	 	TERRA INCOME FUND 6, INC.




 


	 	By:	 /s/ Gregory M. Pinkus




	 	Name:	 Gregory M. Pinkus




		Title:	Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary



 



    16 


     


    




 


		Agent:	
	 	 	 






	 	EAGLE POINT CREDIT MANAGEMENT LLC
	 	 




	 	By:	 /s/ Taylor Pine




		Name:	Taylor Pine



		Title:	Director



 






    17 


     


    

 


EXHIBIT A


 


JOINDER, dated as of [_______],
[____], made by [______________________], a [_____________________] (the “Additional Grantor”), in favor of Eagle Point
Credit Management LLC (“Eagle Point”), as administrative agent (together with its successors and assigns, in such capacity,
the “Agent”) for the benefit of the Secured Parties. All capitalized terms not defined herein shall have the meaning
ascribed to them in the Security Agreement referred to below.


 


W I T N E S S E T H:


 


WHEREAS, Terra Income
Fund 6, Inc., a Maryland corporation (together with any Subsidiary that may join as a borrower thereunder, the “Borrower”)
have entered into that certain Credit Agreement, dated as of April 9, 2021 (as amended, restated, amended and restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”), the lenders from time to time party thereto (the “Lenders”)
and the Agent, pursuant to which the Lenders have agreed, subject to the terms and conditions set forth therein, to make certain Loans
and Loan Commitments to the Borrower;


 


WHEREAS, in connection
with the Credit Agreement, each Grantor (other than the Additional Grantor) have entered into a Security Agreement, dated as of April
9, 2021 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”),
in favor of the Agent for the benefit of the Secured Parties;


 


WHEREAS, the Credit Agreement
requires the Additional Grantor to become a party to the Security Agreement; and


 


WHEREAS, the Additional
Grantor has agreed to execute and deliver this Joinder in order to become a party to the Security Agreement;


 


NOW, THEREFORE, IT IS
AGREED:


 


1.     Security Agreement.
By executing and delivering this Joinder, the Additional Grantor, as provided in Section 22 of the Security Agreement, hereby becomes
a party to the Security Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and,
without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder. In
furtherance of the foregoing, the Additional Grantor, as security for the Secured Obligations, does hereby create and grant to the Agent
for itself and for the benefit of the other Secured Parties a security interest in and lien on all of the Additional Grantor’s right,
title and interest in and to the Collateral (as defined in the Security Agreement) of the Additional Grantor. Schedule I attached
hereto is added as an additional Schedule I to the Security Agreement and the information set forth in Annex 1 hereto is
hereby added to the information set forth in the other Schedules to the Security Agreement. The Additional Grantor hereby represents and
warrants that each of the representations and warranties contained in the Security Agreement is true and correct in all material respects
on and as the date hereof (after giving effect to this Joinder) as if made on and as of such date.


 






    18 


     


    

 


2.     Governing
Law. THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 






    19 


     


    

 


IN WITNESS WHEREOF, the
undersigned has caused this Joinder to be duly executed and delivered as a sealed instrument as of the date first above written.


 


	 	[ADDITIONAL GRANTOR]




 


	 	By:	
	 	 	Name:
	 	 	Title:




 






    20 


     


    

 


Schedule I to Joinder


 


 


[Attach Perfection Certificate for Additional Grantor]


 






    21 


     


    

 


Annex 1 to the Joinder


 


Supplement to Schedule II


 


 


Supplement to Schedule III


 


 


Supplement to Schedule IV


 


 






    22