Amended and Restated Expense Limitation Agreement



 EXECUTION VERSION 

AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT 

This Amended and Restated Expense Limitation Agreement (the “Agreement”) is made this 20th day of June, 2022, by and between AB Commercial Real Estate Private Debt Fund, LLC, a Delaware limited liability company (the “Company”), and AllianceBernstein L.P. (the
“Investment Manager”). Capitalized terms that are not defined in this Agreement shall be defined as set forth in the Company’s Second Amended and Restated Limited Liability Company Operating Agreement, as may be amended
or restated from time to time (the “LLC Agreement”). 
 WHEREAS, the Company is not registered as an investment
company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), in reliance upon the exception provided by Section 3(c)(5) thereof;

WHEREAS, the Company has retained the Investment Manager to furnish investment management services to the Company pursuant to the terms and
conditions set forth in the investment management agreement, dated November 5, 2021, entered into by and between the Company and the Investment Manager (as amended or restated from time to time, the “Investment Management
Agreement”); 
 WHEREAS, the Company and the Investment Manager have determined that it is appropriate and in the best
interests of the Company to limit Organizational Expenses and Company Expenses in the aggregate that are borne by the Company to the extent necessary to prevent Organizational Expenses and Company Expenses, on an annualized basis, from exceeding a
percentage determined by the Investment Manager in its discretion (the “Expense Cap”); 
 WHEREAS, the parties
hereto previously entered into the Expense Limitation Agreement dated November 5, 2021 (the “Initial Expense Limitation Agreement”); 

WHEREAS, pursuant to Section 3(f) of the Initial Expense Limitation Agreement, the Initial Expense Limitation Agreement may be amended by
the parties thereto in writing; and 
 WHEREAS, the parties hereto now desire to amend and restate the Initial Expense Limitation Agreement
in its entirety to make certain modifications as hereinafter set forth. 
 NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the parties hereby agree that the Initial Expense Limitation Agreement shall hereby be amended and restated as follows: 
  

	1)	 Expense Cap and Reimbursement 



The Investment Manager shall be reimbursed by the Company for Organizational Expenses. The Expense Cap shall be maintained until the third
anniversary of the Initial Closing Date. Pursuant to the Expense Cap, any fees waived and expenses borne by the Investment Manager may be reimbursed by the Company during the three year period that the Expense Cap is in place, provided that no
reimbursement payment will be made that would cause the Company’s expenses to exceed the Expense Cap. Notwithstanding the foregoing, extraordinary expenses (including, but not limited to, litigation expenses, indemnification expenses, lender
liability expenses and other expenses not incurred in the ordinary course of the Company’s business), the Management Fee, the Incentive Fee, interest expenses, financing costs and expenses, reserves for and costs associated with determining
current expected credit losses, loan servicing fees and expenses, and other fees and expenses incurred in connection with the acquisition, disposition, ownership and operation of the Portfolio Investments shall not be included as Company Expenses
for purposes of calculating the Expense Cap. 
  

	2)	 Termination and Survival 



 

	 	a)	 This Agreement shall continue to be effective until terminated in accordance with the terms of this Agreement.











	 	b)	 This Agreement may be terminated at any time, without the payment of any penalty, by the Company or the
Investment Manager, with or without notice. 


  

	 	c)	 This Agreement shall automatically terminate in the event of (i) the termination of the Investment
Management Agreement, or (ii) the Board makes a determination to dissolve or liquidate the Company. 


  

	 	d)	 Sections 2 and 3 of this Agreement shall survive any termination of this Agreement. Notwithstanding anything to
the contrary, Section 1 of this Agreement shall survive any termination of this Agreement with respect to any amounts that have not been reimbursed by the Company to the Investment Manager. 



 

	3)	 Miscellaneous 



 

	 	a)	 The captions of this Agreement are included for convenience only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. 


  

	 	b)	 This Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings
and arrangements with respect to the subject matter hereof. 


  

	 	c)	 Notwithstanding the place where this Agreement may be executed by any of the parties hereto, this Agreement
shall be construed in accordance with the laws of the State of Delaware. 


  

	 	d)	 If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable. 



 

	 	e)	 The Company shall not assign this Agreement or any right, interest or benefit under this Agreement without the
prior written consent of the Investment Manager. 


  

	 	f)	 This Agreement may be amended in writing by mutual consent of the parties. This Agreement may be executed by
the parties on any number of counterparts, delivery of which may occur by facsimile or as an attachment to an electronic communication, each of which shall be deemed an original, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. 









 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly
authorized representatives as of the date first written above. 
  

			
	AB COMMERCIAL REAL ESTATE PRIVATE DEBT FUND, LLC
		
	By:	 	 /s/ Marguerite Brogan

		 	Name: Marguerite Brogan
		 	Title: Director
	
	ALLIANCEBERNSTEIN L.P.
		
	By:	 	 /s/ Bradford Stanley

		 	Name: Bradford Stanley
		 	Title: Assistant Secretary