| Proposed Maximum Aggregate Value of Transaction(1) | Fee Rate(2) | Amount of Filing Fee(3) | |
| | $ | | $ |
| Fees Previously Paid | $0 | $0 | |
| Total Transaction Valuation | $ | ||
| Total Fees Due for Filing | $ | ||
| Total Fees Previously Paid | $ | ||
| Total Fee Offsets | $ | ||
| Net Fee Due | $ |
| (1) | For purposes of determining the filing fee in accordance with subsection (c)(2) of Rule 0-11 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the underlying value of the transaction (the “Transaction Valuation”) was based on the aggregate consideration, consisting of $10,500,000,000.00 in cash, that the registrant expects to receive in connection with the sale of substantially all of its assets. |
| (2) |
The amount of the filing fee calculated in accordance with the Exchange Act equals $153.10 for each $1,000,000 of transaction value.
|
| (3) | In accordance with Section 14(g) of the Exchange Act and Exchange Act |