13D Filing: Saba Capital and First Trust Strategic High Income Fund II (FHY)

be waived other than by an instrument
in writing signed by the Party against whom enforcement is sought.

6.11       Receipt
of Adequate Information; No Reliance; Representation by Counsel. Each party acknowledges that it has received adequate information
to enter into this Agreement, that is has not relied on any promise, representation or warranty, express or implied not contained
in this Agreement and that it has been represented by counsel in connection with this Agreement. Accordingly, any rule of law or
any legal decision that would provide any party with a defense to the enforcement of the terms of this Agreement against such party
by reason of the foregoing shall have no application and is expressly waived. The provisions of the Agreement shall be interpreted
in a reasonable manner to effect the intent of the parties.

6.12       Counterparts;
Electronic Execution. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of
which together will constitute one and the same instrument. Delivery of an executed signature page of this Agreement by email
or other electronic means shall be effective as delivery of a manually executed counterparty hereof.

[Signature Pages Follow]