Amended and Restated Expense Limitation Agreement by and between AB Commercial Real Estate Private Debt Fund, LLC and AllianceBernstein L.P., dated June 20, 2022

EXECUTION VERSION

AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT

This Amended and Restated Expense Limitation Agreement (the “Agreement”) is made this 20^th 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:

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.

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.