APPENDIX Ii INTEREST EXCHANGE AGREEMENT FOR USE BY INVESTORS IN BEAR STEARNS HIGH-GRADE STRUCTURED CREDIT STRATEGIES, L.P., THAT WISH TO EXCHANGE ALL OR A PORTION OF THEIR INTEREST THEREIN FOR AN INTEREST IN THE PARTNERSHIP t •• This Agreement ("Agreement") is made as of . 2006, by and among fi ttnaNulteri Tees* Cs ix asaty (the "Investor"), Bear Stearns High-Grade Structured Credit Strategies, L.P. (the "High-Grade Fund") and Bear Stams HighaGrade.Stnrctured Credit Strategies Enhanced Leverage Fund, L.P. (the "Partnership='). WHEREAS, the Investor is the legal and beneficial owner of a limited partnership interest in Bear Stearns High-Grade Structured Credit Strategies, L.P. (the "High-Grade Fund" and the interest therein the "High- Grade Fund Interest") and desires as of the date of the Investor's subscription in the Parmership to which this Agreement relates (the "Transaction Effective Date to effect an in-kind withdrawal of a portion of its High-Grade Fund Interest and apply the in-kind withdrawal proceeds thereof to the Subscription Amount payable in respect of an Interest in the Partnership. NOW THEREFORE, in consideration of the premises, mutual covenants, representations, and warranties contained herein, the panics hereto agree as follows: (A) Definitions. All capitalized terms used (including in the Recitals) but not otherwise defined herein shall have the meanings ascribed to them in the Subscription Agreement to which this Agreement is attached. (B) in-Kind WithdrawaVSubscription. The Investor hereby requests the in-kind withdrawal of ALL or % [INVESTOR SHOULD SPECIFY ONLY ONE] of its High-Grade Fund Interest as of the Transaction Effective Date and to contribute the proceeds of such in-kind withdrawal to the Partnership as of the Transaction Effective Date in exchange for an Interest in the Partnership having a value equal to the value of the withdrawn portion of the investor's High-Grade Fund Interest immediately prior to the