existing and future indebtedness and liabilities, including deposit liabilities, of our subsidiaries, including the Bank. As of September 30, 2021, on a consolidated basis, our outstanding
liabilities totaled approximately $15.03 billion, which includes approximately $14.00 billion of deposit liabilities, $400.0 million of Federal Home Loan Bank borrowings, $141.0 million of customer repurchase agreements,
$299.7 million of subordinated notes, $71.2 million of junior subordinated debentures, and $113.7 million of other liabilities. Except for the approximately $299.7 million of existing subordinated notes (which rank pari
passu in right of payment and upon liquidation to the Notes) and $71.2 million of junior subordinated debentures (which rank junior in right of payment and upon liquidation to the Notes), all of these liabilities are contractually or
structurally senior to the Notes. Additionally, as of September 30, 2021, Happy had outstanding liabilities totaling $5.75 billion, which includes approximately $5.47 billion of deposit liabilities, $74.7 million of Federal Home
Loan Bank borrowings, $138.2 million of subordinated notes, $21.4 million of junior subordinated debentures, and $47.6 million of other liabilities. Except for the approximately $138.2 million of existing subordinated notes
issued by Happy (which would rank pari passu in right of payment and upon liquidation to the Notes) and $21.4 million of junior subordinated debentures issued by Happy (which would rank junior in right of payment and upon liquidation to
the Notes), all of liabilities of Happy would be contractually or structurally senior to the Notes following the completion of the Merger.
Redemption
We may redeem the Notes, at our sole option,
beginning with the Interest Payment Date of , 2027 and on any Interest Payment Date thereafter, in whole or in part, at a redemption price equal to 100%
of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the date of redemption, subject to prior approval of the Federal Reserve, to the extent that such approval is then required under the rules of
the Federal Reserve. If we elect to redeem the Notes, we will be required to notify the Trustee of the aggregate principal amount of Notes to be redeemed and the redemption date. Any such redemption may be subject to the satisfaction of one or more
conditions precedent set forth in the applicable notice of redemption. If fewer than all of the Notes are to be redeemed, the selection of Notes to be redeemed will occur in accordance with the rules of DTC (or, in the case of any certificated
Notes, by lot, on a pro rata basis or in such other manner the Trustee deems fair and appropriate unless otherwise required by law and, in respect of global notes, subject to the applicable procedures of the Depositary). The Notes are not subject to
repayment at the option of the holders. The Notes may not otherwise be redeemed by us prior to the scheduled maturity of the Notes, except we may, at our sole option, redeem the Notes at any time before the scheduled maturity of the Notes in whole,
but not in part, upon or after the occurrence of any of the following:
(1) a Tax Event, which is defined in the Indenture to mean the receipt
by us of an opinion from independent tax counsel to the effect that (a) an amendment to or change (including any announced prospective amendment or change) in any law, treaty, statute or code, or any regulation thereunder, of the United States
or any of its political subdivisions or taxing authorities, (b) a judicial decision, administrative action, official administrative pronouncement, ruling, regulatory procedure, regulation, notice or announcement, including any notice or
announcement of intent to adopt or promulgate any ruling, regulatory procedure or regulation (any of the foregoing, an administrative or judicial action), (c) an amendment to or change in any official position with respect to, or any
interpretation of, an administrative or judicial action or a law or regulation of the United States that differs from the previously generally accepted position or interpretation, or (d) a threatened challenge asserted in writing in connection
with an audit of our federal income tax returns or positions or a similar audit of any of our subsidiaries or a publicly known threatened challenge asserted in writing against any other taxpayer that has raised capital through the issuance of
securities that are substantially similar to the Notes, in each case, occurring or becoming publicly known on or after the date of original issuance of the Notes, resulting in more than an insubstantial increase in the risk that the interest paid by
us on the Notes is not, or within 90 days of receipt of such opinion of tax counsel, will not be, deductible by us, in whole or in part, for U.S. federal income tax purposes;
(2) a Tier 2 Capital Event, which is defined in the Indenture to mean the receipt by us of an opinion from independent bank regulatory counsel to
the effect that, as a result of (a) any amendment to, or change (including
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