|   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    |