Substitution of Stellantis N.V. by a Treasury Subsidiary. (I) In the case of Notes issued by Stellantis N.V., Stellantis N.V. may at any time, without the consent of the Noteholders or the Couponholders, substitute for itself as principal debtor under the Notes and the Coupons, any company (the “Substitute”) that is a Treasury Subsidiary (as defined below) of Stellantis N.V., provided that no Event of Default has occurred in respect of the Notes and no payment in respect of the Notes or the Coupons is at the relevant time overdue and the substitution would not immediately result in the Substitute having an option to redeem the Notes pursuant to Condition 6(b). The substitution shall be made by a deed poll (the “Stellantis Substitution Deed Poll”), to be substantially in the form scheduled to the Agency Agreement as Schedule 8, and may take place only if:
