Adient agrees that it shall promptly advise Johnson Controls if Adient becomes aware of any unauthorized third-party use of any Johnson Controls Marks; provided , that the failure to notify Johnson Controls of such use shall not constitute a breach of this Agreement.  Adient shall not take any steps to contact any such third party without Johnson Controls’ prior written permission.  Johnson Controls shall have the sole discretion to determine whether, and in what manner, to respond to any such unauthorized third-party use and shall be exclusively entitled to any remedies, including monetary damages, related thereto or resulting therefrom.  In the event that Johnson Controls decides to initiate any claim against any third party, Adient shall use commercially reasonable efforts to cooperate, in good faith, with Johnson Controls (including by assisting Johnson Controls to claim that the Johnson Controls Marks are famous or distinctive in Johnson Controls’ territory, based upon use in Adient’s territory) at Johnson Controls’ cost and expense.