| Security Type | Security Class Title | Fee
Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | 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 | |||||||||||||
| be Paid | 1 | | | | | ||||||||
| be Paid | 2 | | | | | ||||||||
| be Paid | 3 | | | | | ||||||||
| be Paid | 4 | | | | | ||||||||
| be Paid | 5 | | | | | ||||||||
| Fees Previously Paid | |||||||||||||
| Carry Forward Securities | |||||||||||||
| Carry Forward Securities | 6 | | $0.0000000341740141 par value per share | | | $ | | | | $ | |||
| Total Offering Amounts | $ | $ | |||||||||||
| Total Fees Previously Paid | $ | ||||||||||||
| Total Fee Offsets | $ | ||||||||||||
| Net Fee Due | $ | ||||||||||||
| (1) | Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. The Registrant is relying on Rule 456(b) and Rule 457(r) under the Securities Act of 1933, as amended, to defer payment of all of the registration fee. In connection with the securities offered hereby, the Registrant will pay "pay-as-you-go registration fees" in accordance with Rule 456(b). The Registrant will calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment. An unspecified number of the securities of each identified class of securities is being registered for possible issuance from time to time at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by depositary shares. |
| (2) | Please see Fee Note (1). |
| (3) | Please see Fee Note (1). |
| (4) | Please see Fee Note (1). |
| (5) | Please see Fee Note (1). |
| (6) | Pursuant to Rule 415(a)(6) under the Securities Act of 1933, the securities registered pursuant to this Registration Statement include $400,000,000 of unsold securities (the "unsold securities") previously registered pursuant to the Registration Statement on Form S-3 (File No. 333-267503) (as amended, the "prior registration statement"). The filing fee associated with the registration of the offer and sale of the unsold securities is hereby carried forward to be applied to the unsold securities registered hereunder, and no additional filing fee is due with respect to the unsold securities in connection with the filing of this registration statement. Pursuant to Rule 415(a)(6), the offering of securities under the prior Registration Statement will be deemed terminated as of the date of effectiveness of this Registration Statement. |