Eighth Supplemental Indenture, dated as of May 22, 2020, among Lennox Switzerland GmbH, Lennox International Inc., each other existing Guarantor under the Indenture, dated as of May 3, 2010, as subsequently supplemented, and US Bank National Association, as trustee

3. Legal Restrictions on the Guarantor’s obligations. Notwithstanding any other provision hereof, the Base Indenture or the Sixth Supplemental Indenture, the obligations of the Guarantor hereunder and thereunder is at all times subject to the following limitations and requirements (which limitations and requirements also apply to all of the Guarantor’s joint liability, indemnities, guarantees and collateral for debt of, or other obligations to grant economic benefits to, its respective direct or indirect parent companies or sister companies, e.g., by way of restrictions of the Guarantor’s rights of set-off or subrogation or of its obligation to subordinate or waive claims, in each case as may be applicable, under the Indenture):

(a) If and to the extent (i) the Guarantor becomes liable under the Indenture for obligations of the direct or indirect parent companies (up-stream) or sister companies (cross-stream) of the Guarantor, “Restricted Obligations”) and (ii) if complying with such liability obligation would, under Swiss corporate law (among others, prohibiting capital repayments (Einlagerückgewähr), restricting profit distributions (Gewinnausschüttung) or protecting the legally protected reserves (gesetzlich geschützte Reserven)) not be permitted or otherwise be restricted at such time, then the Guarantor’s liability for Restricted Obligations shall be limited to the maximum amount of the Guarantor’s freely disposable quotaholder equity at the time or times of enforcement (the “Maximum Amount”). Such limitation shall only apply if and to the extent it is required under applicable Swiss mandatory law at the time of enforcement of the Guarantor's liability for Restricted Obligations and provided that such limitation shall not (generally or definitively) affect the obligations of the Guarantor under the Indenture and not free the Guarantor from its liability in excess of the Maximum Amount, but merely postpone the time of enforcement until such times when application towards discharging the Restricted Obligations is permitted under then applicable Swiss law. The Maximum Amount of freely disposable quotaholder equity shall be determined in accordance with applicable Swiss law and accounting principles, and, if and to the extent required by applicable Swiss law, shall be confirmed by the auditors of the Guarantor on the basis of an audited balance sheet as of that time (including, if applicable and permitted by applicable Swiss law, an interim audited balance sheet).

(b) If the Guarantor making a payment in respect of Restricted Obligations under the Indenture is obliged to withhold tax imposed based on the Swiss Federal Act on Withholding Tax of 13 October 1965 (Bundesgesetz über die Verrechnungssteuer) ( “Swiss Withholding Tax”) in respect of such payment, the Guarantor shall:

(i) use its commercially reasonable efforts to procure (and cause its parent company and other relevant Affiliates to fully cooperate in any such procurement) that such payments can be made without deduction of Swiss Withholding Tax, or with deduction of Swiss Withholding Tax at a reduced rate, by discharging the liability to such tax by

notification pursuant to applicable law (including double tax treaties) rather than payment of the tax;

(ii) if the notification procedure pursuant to paragraph (i) above does not apply, deduct Swiss Withholding Tax at the rate of 35% (or such other rate as in force from time to time), or if the notification procedure pursuant to paragraph (i) above applies for a part of the Swiss Withholding Tax only, deduct Swiss Withholding Tax at the reduced rate resulting after the discharge of part of such tax by notification under applicable law, from any payment made by it in respect of Restricted Obligations and promptly pay any such taxes to the Swiss Federal Tax Administration (Eidgenössische Steuerverwaltung);

(iii) promptly notify the Trustee that such notification, or as the case may be, deduction has been made and provide the Trustee with evidence that such a notification of the Swiss Federal Tax Administration has been made or, as the case may be, such taxes deducted have been paid to the Swiss Federal Tax Administration;

(iv) in the case of a deduction of Swiss Withholding Tax, use its commercially reasonable efforts to ensure that any person other than the Trustee, which is entitled to a full or partial refund of the Swiss Withholding Tax deducted from such payment in respect of Restricted Obligations, will, as soon as possible after such deduction (x) request a refund of the Swiss Withholding Tax under applicable law (including tax treaties), (y) pay to the Trustee upon receipt any amounts so refunded; and (z) if the Holders are entitled to a full or partial refund of the Swiss Withholding Tax deducted from such payment and if requested by the Trustee, provide the Trustee those documents that are required by law and applicable tax treaties to be provided by the payer of such tax in order to enable the Holder to prepare a claim for refund of Swiss Withholding Tax; and

(v) to the extent such a deduction is made, shall not be obliged to either gross-up or indemnify any party under the Indenture, unless such payment is permitted under the laws of Switzerland then in force. This paragraph (v) is without prejudice to the gross-up or indemnification obligations of the Company or the Existing Guarantors (other than the Guarantor).

(c) If the Guarantor is obliged to withhold Swiss Withholding Tax in accordance with paragraph (b) above, and if the Maximum Amount is not fully utilized, the Trustee, the Holders and their permitted successors, transferees and assigns shall be entitled to further enforce the Indenture against the Guarantor and apply proceeds therefrom against the Restricted Obligations up to an amount which is equal to that amount which would have been obtained if no withholding of Swiss Withholding Tax were required, whereby such further enforcements shall always be limited to the Maximum Amount.

(d) If and to the extent requested by the Trustee, the Holders or their permitted successors, transferees and assigns, and if and to the extent this is from time to time required under Swiss law (restricting profit distributions), in order to allow the Holders to obtain a maximum

benefit under the Indenture, the Guarantor shall promptly implement all such measures and/or to promptly procure the fulfilment of all prerequisites allowing the prompt unlimited application of the proceeds from the enforcement of the Guarantee and other security created under the Indenture and allowing the Guarantor to promptly perform its obligations and make the (requested) payment(s) under the Indenture from time to time, including the following:

(i) preparation of an up-to-date audited balance sheet of the Guarantor;

(ii) confirmation of the auditors of the Guarantor as to the Maximum Amount;

(iii) approval by a quotaholders’ meeting of the Guarantor of the capital distribution;

(iv) if the enforcement of the Guarantor’s obligations in respect of Restricted Obligations would be limited due to the effects referred to in this section 2, then the Guarantor shall, to the extent permitted by applicable Swiss law and accounting principles write up or realize any of its assets that are shown in its balance sheet with a book value that is significantly lower than the market value of the assets, in case of realization, however, only if such assets are not necessary for the business (nicht betriebsnotwendig) of the Guarantor; and