Security

Type

Security

Class

Title

Fee

Calculation

or Carry

Forward

Rule

Amount

Registered⁽¹⁾

Proposed

Maximum

Offering

Price Per

Unit(2)

Maximum

Aggregate

Offering

Price⁽²⁾

Fee

Rate

Amount of

Registration

Fee⁽²⁾

Carry

Forward

Form

Type

Carry

Forward

File

Number

Carry

Forward

Initial

effective

date

Filing Fee

Previously

Paid In

Connection

with

Unsold

Securities

to be

Carried

Forward

Newly Registered Securities

Fees to Be

Paid

Equity

Common stock⁽³⁾⁽⁴⁾

Rule 457(r)

—

—

—

—

—

Equity

Preferred stock⁽³⁾

Rule 457(r)

—

—

—

—

—

Debt

Debt Securities⁽³⁾⁽⁵⁾

Rule 457(r)

—

—

—

—

—

Debt

Guarantees of Debt Securities⁽⁵⁾⁽⁶⁾

Other

—

—

—

—

—

Equity

Depositary Shares⁽³⁾

Rule 457(r)

—

—

—

—

—

Other

Warrants⁽³⁾

Rule 457(r)

—

—

—

—

—

Other

Purchase Contracts⁽³⁾

Rule 457(r)

—

—

—

—

—

Other

Units⁽³⁾

Rule 457(r)

—

—

—

—

—

Fees

Previously

Paid

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Carry Forward Securities

Carry

Forward

Securities

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Total Offering Amounts

N/A

N/A

Total Fees Previously Paid

N/A

Total Fee Offsets

N/A

Net Fee Due

N/A

*

Additional Registrant

 (1)

Not specified pursuant to General Instruction II.E of Form S-3. There is being registered hereby such indeterminate number or amount, as the case may be, of the identified securities as may from time to time be issued at indeterminate prices. The securities registered hereby may be offered for U.S. dollars or the equivalent thereof in foreign currencies.

(2)

In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the registrant is deferring payment of the registration fee. Registration fees will be paid subsequently on a “pay as you go” basis in one or more offerings to be made hereunder.

 (3)

Separate consideration may or may not be received for securities that are issuable upon exercise, conversion or exchange of other securities.

 (4)

An indeterminate number of shares of common stock may be issued from time to time upon exercise, conversion or exchange of other securities.

 (5)

Debt securities may be issued by us and/or any of the registrants named under “Table of Additional Registrants” in the Registration Statement on Form S-3ASR to which this exhibit relates and may be issued without guarantees or may be guaranteed by us or one or more of the registrants under “Table of Additional Registrants.”

 (6)

No separate consideration will be received for the guarantees. Pursuant to Rule 457(n) under the Securities Act, no registration fee is required with respect to the guarantees.