Subject to the terms and conditions hereof, the Company shall have sole discretion as to whether to offer a Value Proposition to Cardholders.  The Company shall develop the design, format, and terms and conditions of the Value Proposition in consultation with the Bank’s Manager and as approved by the Strategic Operating Committee; provided that , without limitation of the foregoing, the Bank’s Manager shall have a minimum of thirty (30) days to review and comment on all such elements of the Value Proposition.  The Company shall have ultimate decision-making authority with respect to the Value Proposition and may make any modifications thereto as the Company may determine from time to time.  For the avoidance of doubt, the Bank may not make any changes to any element of a Value Proposition without the Company’s approval; provided that , the Company shall be responsible for ensuring, at its own cost, that the Value Proposition complies with Applicable Law.  Subject to Article XVIII, the Bank shall bear no liabilities arising under the Value Proposition.