SECOND AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT Dated as of June 20, 2022Investment Management Agreement • June 21st, 2022 • AB Commercial Real Estate Private Debt Fund, LLC • Real estate investment trusts • Delaware
This Second Amended and Restated Investment Management Agreement is made and entered into as of the date set forth above by and between AB Commercial Real Estate Private Debt Fund, LLC, a Delaware limited liability company (the “Company”) and AllianceBernstein L.P., a Delaware limited partnership (the “Investment Manager”). Capitalized terms used in the preamble and recitals of this Agreement and not otherwise defined therein are defined in Section 1.
Second Amended and Restated Limited Liability Company Operating Agreement of AB Commercial Real Estate Private Debt Fund, LLC THE LIMITED LIABILITY COMPANY INTERESTS IN AB COMMERCIAL REAL ESTATE PRIVATE DEBT FUND, LLC (THE “COMPANY”) ARE SUBJECT TO...Limited Liability Company Operating Agreement • June 21st, 2022 • AB Commercial Real Estate Private Debt Fund, LLC • Real estate investment trusts • Delaware
This Second Amended and Restated Limited Liability Company Operating Agreement is made and entered into as of the date set forth above by and among the undersigned Persons and shall hereafter govern the Company. Capitalized terms used in the preamble and recitals of this Agreement and not otherwise defined therein are defined in Article I.
SECOND AMENDMENT Dated as of December 12, 2023 to REVOLVING CREDIT AGREEMENT Dated as of December 14, 2021Revolving Credit Agreement • December 15th, 2023 • AB Commercial Real Estate Private Debt Fund, LLC • Real estate investment trusts • New York
THIS REVOLVING CREDIT AGREEMENT, is dated as of December 14, 2021, by and among AB Commercial Real Estate Private Debt Fund, LLC, a Delaware limited liability company, (the “Initial Borrower”, and collectively with any other Borrower becoming party hereto (including Qualified Borrowers), the “Borrowers”), the banks and financial institutions from time to time party hereto as Lenders and State Street Bank and Trust Company, (“State Street”), as the Administrative Bank (as hereinafter defined) for the Secured Parties.
EXPENSE LIMITATION AGREEMENTExpense Limitation Agreement • March 30th, 2022 • AB Commercial Real Estate Private Debt Fund, LLC • Real estate investment trusts • Delaware
This Expense Limitation Agreement (the “Agreement”) is made this 5th day of November, 2021, 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 Amended and Restated Limited Liability Company Operating Agreement, as may be amended or restated from time to time (the “LLC Agreement”).
MASTER ADMINISTRATIVE SERVICES AGREEMENTMaster Administrative Services Agreement • March 30th, 2022 • AB Commercial Real Estate Private Debt Fund, LLC • Real estate investment trusts • New York
AGREEMENT made as of October 28, 2021 by and between INTERNATIONAL FUND SERVICES (N.A.), L.L.C. a Delaware limited liability company (the “Administrator”), and those funds set forth on Appendix A hereto (each such fund and each such fund made subject to this Agreement in accordance Section 31 below shall hereinafter be referred to as a “Fund” and, collectively with Administrator, the “Parties” and each, a “Party”). Although the Administrator and each Fund have executed this Agreement in the form of a master agreement for administrative convenience, this Agreement shall create a separate Agreement for each Fund, on a several basis, as though the Administrator had executed a separate Agreement with each Fund and all references to a Fund shall be to each particular fund in its individual capacity. No rights, responsibilities or liabilities of a Fund shall be attributed to any other Fund.
LIMITED LIABILITY COMPANY OPERATING AGREEMENT FOR AB COMMERCIAL REAL ESTATE PRIVATE DEBT FUND, LLCOperating Agreement • September 21st, 2021 • AB Commercial Real Estate Private Debt Fund, LLC • Real estate investment trusts • Delaware
This LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the “Agreement”) of AB Commercial Real Estate Private Debt Fund, LLC (the “Company”), dated as of June 1, 2021, is entered into by Alliance Capital Management LLC as the sole member (the “Sole Member”). The Sole Member may replace this Agreement at a later date with a more detailed operating agreement and the Sole Member agrees that this Agreement shall terminate and have no further effect upon the adoption of such future detailed operating agreement.
LOAN AND SECURITY AGREEMENT AB CRE PDF TNVA1 LLC, as Borrower, and HSBC BANK USA, NATIONAL ASSOCIATION, as Agent, THE LENDERS NAMED HEREIN, as Lenders, Dated as of December 7, 2023Loan and Security Agreement • December 13th, 2023 • AB Commercial Real Estate Private Debt Fund, LLC • Real estate investment trusts • New York
This LOAN AND SECURITY AGREEMENT dated as of December 7, 2023 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between AB CRE PDF TNVA1 LLC, a Delaware limited liability company, having its principal place of business at 1345 Avenue of the Americas, New York, New York 10105 (“Borrower”), HSBC BANK USA, NATIONAL ASSOCIATION, a bank organized under the laws of the United States of America (“HSBC”), having an address at 452 Fifth Avenue, New York, New York 10018, as administrative agent (including any of its successors and assigns, “Agent”) for itself and the other Lenders signatory hereto (collectively, together with such other co-lenders as may exist from time to time, “Lenders”), and the Lenders signatory hereto.
LOAN AND SECURITY AGREEMENT Dated as of March 31, 2023 by and among AB CRE PDF ATHENA LLC, as Borrower, CITIBANK, N.A., as Class A Lender, and AB COMMERCIAL REAL ESTATE PRIVATE DEBT FUND, LLC, as Subordinated LenderLoan and Security Agreement • May 11th, 2023 • AB Commercial Real Estate Private Debt Fund, LLC • Real estate investment trusts • New York
LOAN AND SECURITY AGREEMENT, dated as of March 31, 2023 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), by and among AB CRE PDF ATHENA LLC, a Delaware limited liability company (“Borrower”), CITIBANK, N.A., a national banking association (including any successor thereto, “Class A Lender”) and AB COMMERCIAL REAL ESTATE PRIVATE DEBT FUND, LLC, a Delaware limited liability company (“Subordinated Lender”, together with Class A Lender, as applicable, together with their respective successors and permitted assigns, “Lender”).
AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENTExpense Limitation Agreement • June 21st, 2022 • AB Commercial Real Estate Private Debt Fund, LLC • Real estate investment trusts • Delaware
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”).
