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

unconditionally waive any objection
to the laying of venue of any action, suit or proceeding arising out of this Agreement, or the transactions contemplated hereby,
in the state or federal courts in the State of New York, and hereby further irrevocably and unconditionally waive and agree not
to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient
forum. Each of the Parties waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract,
tort or otherwise) in any way arising out of or relating to this Agreement.

6.3       Entire
Agreement. This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and may
be amended only by an agreement in writing executed by the Parties hereto. This Agreement supersedes all previous negotiations,
representations and discussions by the Parties hereto concerning the subject matter hereof, and integrates the whole of all of
their agreements and understanding concerning same. No prior oral representations or undertakings concerning the subject matter
hereof will operate to amend, supersede, or replace any of the terms or conditions set forth in this Agreement, nor will they be
relied upon.

6.4       Section
Headings. Descriptive headings are for convenience only and will not control or affect the meaning or construction of any provision
of this Agreement.

6.5       Notice.
All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in
regard hereto will be validly given, made or served, if in writing and sent by email, with a copy by personal delivery, certified
mail, return receipt requested, or by overnight courier service to:

If to the Fund, to:

First Trust Strategic High Income Fund II

120 East Liberty Drive, Suite 400

Wheaton, IL 60187

Attention: W. Scott Jardine

Secretary and Chief Legal Officer

Email: sjardine@ftportfolios.com

with copies to (which copies shall not constitute
notice):

Chapman and Cutler LLP

111 West Monroe

Chicago, IL 60603

Attention: Eric F. Fess

Email: fess@chapman.com