Joint Filing Agreement, dated August 19, 2014 PURSUANT TO RULE 13d-1(k)

EXHIBIT 1

Joint Filing Agreement, dated August 19, 2014

PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows that such information is inaccurate.

Dated: August 19, 2014.

	ORANGE CAPITAL, LLC
		By:		/s/ Xxxxxx Xxxxx
				Name:  Xxxxxx Xxxxx
				Title:  Managing Member
	ORANGE CAPITAL MASTER I, LTD.
			By:		/s/ Xxxxxxx Xxxxxxx
					Name:  Xxxxxxx Xxxxxxx
					Title:  Director
	/s/ Xxxxxx Xxxxx
	Xxxxxx Xxxxx