Joint Filing Agreement Pursuant to Rule 13d-1(f) The undersigned hereby agree, pursuant to Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, that the annexed Statement on Schedule 13D and all amendments thereto shall be filed on...

                             Joint Filing Agreement
                            Pursuant to Rule 13d-1(f)


     The undersigned hereby agree, pursuant to Rule 13d-1(f) under the
Securities Exchange Act of 1934, as amended, that the annexed Statement on
Schedule 13D and all amendments thereto shall be filed on behalf of each of
them.

                               MERIT PARTNERS, LLC


                               By:  MERIT OPERATING, LLC


                               By:  NORTHSTAR OPERATING, LLC


                               By:  /s/ W. Xxxxxx Xxxxxxx
                                    -------------------------------
                                    Name:  W. Xxxxxx Xxxxxxx
                                    Title:  Authorized Signatory









                                      -2-


                                 /s/ Xxxx X. Xxxxxx
                                 --------------------------------------
                                 XXXXXX XXXXX
                                 By:  Xxxx X. Xxxxxx,
                                          Attorney-in-fact


                                 XXXXX FAMILY PARTNERS, L.P.


                                 By: /s/ Xxxx Xxxxxxxxx
                                     ---------------------------------
                                     Name:   Xxxx Xxxxxxxxx
                                     Title:  General Partner