UNDERLEASE

Exhibit 10.6.10

CROWVALE PROPERTIES LIMITED

-to-

MAX FACTOR LIMITED

-and-

SURETY

UNDERLEASE
Relating to office premises known
As Watermans Park, High Street,
Brentford in the London
Borough of Hounslow

ADLERS

22-26 PAUL STREET

LONDON EC2A 4JH
RW000.31

THIS UNDERLEASE made the twenty seventh day of June One thousand nine hundred and eighty-five BETWEEN CROWVALE PROPERTIES LIMITED whose registered office is at Carmelite Street London EC4 (hereinafter called “\illegible\ Lessor” which expression shall where the context so \illegible\ include the person for the time being entitled to the \illegible immediately expectant on the determination of the terms hereby granted) of the first part MAX FACTOR LIMITED whose registered office is situate at 75 Davies Street London W.I. (hereinafter called the “lessee” which expression where the context so \illegible\ shall include the successors in title of the Lessee) of \illegible\ second part and INTERNATIONAL PLAYTEX INC WHOSE REGISTERED OFFICE IS AT Stamford Connecticut United States of America (hereinafter called “the Surety”) of the third part WITNESSETH as follows:-

1.00 Definitions

1.01 In this Lease:-

AND in these presents where the context so admits

2.0 The tenancy

2.01 IN consideration of the rents nad covenants on the part of the Lessee hereinafter reserved and contained the Lessor HEREBY DEMISES unto the Lessee ALL THAT piece of parcel of land Together with the building erected thereon or on some part thereof known as Watermans Park High Street Brentford in the London Borough or Hounslow shown coloured brown and red on the plans but excluding the River Wall shown coloured green on the drawing numbered 994/101/B TOGETHER WITH the rights specified in the First Schedule hereto EXCEPT AND RESERVING the rights and matters specified in the Second Schedule hereto TO HOLD the same unto the Lessee for a term of TWENTY FIVE YEARS from and including the twenty fourth day of June One thousand nine hundred and eight-five until the twenty third day of June One thousand nine hundred and ninety the yearly rent of THREE HUNDREN AND FIVE THOUSAND POUNDS (£305,000.00) and thereafter such yearly rent as shall become payable under the Third Schedule hereto such rent to be paid in advance on the usual quarter days by equal quarterly installments without any deduction (except for such tax as the Lessee may be authorised by law to deduct) the first such payment in respect of the period from the twenty fourth day of June 1985 until the twenty eighth day of September 1985 to be made on the execution of these presents AND SECONDLY by way of further rent a sum or sums equal to the cost and the expenses incurred or paid by the Lessor in or incidental to the Lessor complying with its insurance obligations or rights hereinafter contained such further rent to be paid to the Lessor on demand

3.00 Lessee’s covenants

3.01 THE LESSEE HEREBY COVENANTS with the Lessor to the intent that its obligations hereinafter contained shall continue throughout the terms as follows:-

Pay Rents

3.02 TO pay the said respective rents including any further rent payable hereunder at the times and in the manner aforesaid

Interest

3.03 To pay interest to the Lessor on any rent or other sums of money [payable by the Lessee to the Lessor under these presents is the same shall not have been received by the Lessor within 14 days of the same becoming payable and in such event interest shall be calculated on a day to day basis for the period from the date upon which such money became payable until the date of receipt of payment by the Lessor and the aggregate amount for the time being so payable shall as the option of the Lessor be recoverable by action or as rent in arrear PROVIDED that nothing in this sub-clause contained shall entitle the Lessee to withhold or delay any payment of rent or other sums of money after the date upon which it first falls due or in any way prejudice affect or derogate fro the rights of the Lessor under proviso for re-entry hereinafter contained

Pay rates etc.

3.04 TO bear any discharge and at all times to keep the Lessor fully indemnified from and against all liability in respect of all rates taxes duties charges assessments impositions and outgoings whatsoever (whether parliamentary parochial local or otherwise) which now are ort may at any time hereafter during the term be charged levied assessed or imposed upon the demised premises or upon the owner or occupier in respect thereof and without prejudice to the generality of the foregoing to pay any tax levy duty charge or imposition whatsoever arising as a result of the sale transfer underletting or other disposition or the deemed sale transfer underletting or other deemed disposition of the demised premises or any part thereof by the Lessee or any person under its control or any person deriving title under or through the Lessee

Maintain lift boiler and air conditioning plant

3.05 TO keep all lighting heating ventilation air conditioning and drainage plant installations hot and cold water and sanitary systems lifts and fire equipment (including electrical wiring gas oil and other necessary pipes) and all machinery and apparatus

used in connection therewith as may from time to time be in the demised premises in good and safe working order repair and condition (damage by the Insured Risks excepted unless the policy or policies of insurance effected by the Lessor shall have been rendered void or payment of the insurance monies thereunder be refused in whole or in part by reason of or arising out of any act omission neglect or default by or on the part of the Lessee or any sub-lessee or any person under the control of the Lessee or any sub-lessee) and from time to time to replace the same or any of them by suitable articles or equipment of similar and modern kind and equal value to the reasonable satisfaction of the Lessor or its Surveyors

Contributions

Repair

3.07 AS often as may be necessary well and substantially to repair renew or rebuild maintain decorate and clean and at all times to put and keep in good and substantial repair and condition the demised premises (damage by the Insured Risks excepted unless the policy or policies of insurance effected by the Lessor shall have been rendered void or payment of the insurance monies thereunder be refused in whole or in part by reason of or arising out of any act omission neglect or default by or on the part of the Lessee or any sub-lessee or any person under the control of the Lessee or any sub-lessee)

Paint Exterior

3.08 In every third year of the term and also during the last year thereof (howsoever the same may be determined) to paint in a proper and workmanlike manner with two coats at least of good quality paint of a colour which if different from the present colour shall be previously approved in writing by the Lessor or its surveyor (such approval not to be unreasonably withheld or delayed) all outside parts of the demised premises usually painted or which ought to be painted including stucco word and with every such outside painting to polish all outside parts of the woodwork usually polished and from time to time as the Lessor shall reasonably consider necessary to clean the brickwork and stonework and to restore point and make good the brickwork stucco and stonework where necessary and generally to carry out all such works with good quality materials of their several kinds available and in good and workmanlike manner

Paint Interior

3.09 IN the fifth year of the term and thereafter once in every five years of the term and also during the last three months thereof (howsoever the same may be determined) to paint with two coats at least of good quality paint and in respect of the painting during the last three months of a colour to be previously approved in writing by the Lessor or its surveyor (such approval not to be unreasonably withheld or delayed) and well and sufficiently to grain varnish paper plaster whiten and emulsion all the interior part of the demised premises as are usually or which ought to be grained varnished papered plastered whitened and emulsioned and generally to redecorate throughout restoring and making good the demised premises and to carry out all work required by this Clause with good quality materials of their several kinds available and in a good and workmanlike manner

Tenant’s insurance

3.10 At all times during the term to insure and keep insured in the joint names of the Lessor and the Lessee (such approval not to be unreasonably withheld or delayed) any plate glass in the demised premises against loss damage or destruction

for the full replacement value thereof and to pay all premiums necessary for that purpose and whenever required to produce to the Lessor or its agent the policy of insurance and the receipt for the current year’s premium and to cause all money received by virtue of such insurance to be forthwith laid out of its own monies Provided Always that if the Lessee shall at any time fail to keep such insurance or fail to produce the policy or last receipt as aforesaid then the Lessor may (but shall be under no obligation to do so) effect and maintain such insurance and any monies expended by the Lessor for that purpose shall be recoverable from the Lessee on demand

Inspect

3.11 To permit the Lessor and its agents and all others reasonably authorized by the Lessor with or without workmen to enter upon the demised premises at all reasonable times during the term on giving at least forty-eight hours previous written notice (except in emergency) to inspect the same and ascertain how the same are being used and occupied or to estimate the current value thereof for insurance or mortgage or for the purpose of ascertaining the rent of the demised premises or other such purposes and to view the state of repair and condition thereof and to take a Schedule of the Lessor’s fixtures and of any dilapidations and to exercise the rights hereinafter excepted and reserved

Lessor’s notice

3.12 WELL and substantially to made good all defects and wants of reparation of which notice in writing shall be give to or left on the demised premises for the Lessee by the Lessor and for which the Lessee is liable hereunder within two calendar months or as soon as reasonably practicable after the giving or leaving of such notice or sooner if requisite but to commence to make good the same within one month after the giving or leaving of such notice or soon if requisite and if the Lessee fails to comply with any such notice it shall be lawful (but not obligatory) for the Lessor (without prejudice to the right of re-entry hereinafter contained) to enter upon the demised premise to make good the same at the cost of the Lessee which cost shall be repaid by the Lessee to the Lessor on demand together with all solicitors’ and surveyors’ reasonable charges and other expenses which may be incurred by the Lessor in connection therewith together with interest thereon in each case from the date of payment by the Lessor

Right Of entry

3.13 TO permit the Lessor and its agents at all reasonable times with or without workmen on giving at least forty-eight hours previous notice (except in the case of emergency) to the Lessee where practicable to enter and remain upon the demised premises for the purpose of executing repairs and alterations to adjoining premises such persons causing as little damage and disturbance as possible and forthwith making good all damage done thereby to the demised premises

Inflammable materials

3.14 NOT to bring or permit to be brought into the demised premises or to place or store or permit to be placed or stored or to remain in or about the demised premises any article or thing which is dangerous combustible inflammable radio-active toxic corrosive or explosive PROVIDED THAT the Lessee is permitted to keep cosmetic preparations and photographic materials in the demised premises and not to carry on or do or permit to be carried on or done thereon any hazardous trade or act in consequence of which the Lessor would or might be prevented from insuring the demised premises or any adjoining property for the time being owned by the Lessor at the ordinary rate of premium or whereby any insurance effected in respect of any such property would or might be vitiated or prejudiced and not without the written consent of the Lessor to do or allow to be done anything whereby any additional premium may become payable for the insurance of the demised premise or any such adjoining property and then not unless the Lessee shall be willing to bear all extra insurance premiums thereby occasioned and to comply at all times during the term with all conditions and recommendations which may be imposed or made by the insurers with whom the Lessor effects the insurance of the demised premise Provided that the Lessor shall supply to the Lessee upon request a copy of or extract from any relevant insurance policy and of all endorsements thereon relative to the demised premises

Heavy objects

3.15 (a) NOT to suspend any weight from the roof or ceilings or roof or ceiling members of the demised premises which is likely to cause damage to the demised premises not to place or keep or permit to be placed or kept in the demised premises any heavy articles or machinery in such position or in such quantity or weight or otherwise in such manner howsoever as to exceed the load bearing capabilities of the floors or structure of the demised premises and no to do or cause to be done any act which would cause loadings upon or the stability of any neighbouring property or building to be adversely affected

(b) NOT to place or permit to be placed or permit to remain any goods parcels refuse or rubbish in or about the common parts staircase lifts corridor landings passages entrances forecourts service and car park areas or courtyards of or within the cartilage of the demised premises or otherwise obstruct or permit the obstruction of the same and not to convey or permit to be conveyed any goods or parcels in the passenger lifts of the demised premises which are likely to exceed their load bearing capabilities

Nuisance

3.16 (a) NOT to carry on use or permit the demised premises to be used for any noisy noisome offensive or dangerous trade manufacture business or occupation nor for any illegal or immoral purpose nor do or suffer to be done on the demised premises any act matter or thing whatsoever which may be or tend to become an annoyance nuisance damage disturbance or inconvenience to the prejudice of the Lessor or to the adjoining or neighbouring premises or to the owners or occupiers thereof or any of them or which may render the Lessor or the Lessee liable to any notice under any Public Health Act for time time being in force or for any purpose or in any way which would constitute a breach of any of the provisions of any private or public Act or Acts of Parliament for the time being in force or any regulations or by-laws made by any competent public or local authority

Public Shows

(b) NOT to permit any sale by auction or public exhibition or public show or spectacle or political meeting to take place on the demised premises

Use

3.17 NOT to use or occupy or permit the demised premises to be used or occupied otherwise than for office purposes and for car parking Provided always and the Lessee hereby acknowledges and admits that notwithstanding the foregoing provisions as to the user of the demised premises the Lessor or its agents do not thereby or in any other way give or make or have given or made at any other time any representation or warranty that any such use is or will be or will remain a permitted use within the provisions of the Planning Acts nor shall any consent in writing which the Lessor may hereafter give to any change of use be taken as including any such representation or warranty and that notwithstanding that any such use as aforesaid is not a permitted use within such provisions as aforesaid the Lessee shall remain fully bound and liable to the Lessor in respect of the obligation undertaken by the Lessee by virtue of these presents without any compensation recompense or relief of any kinds whatsoever

Alterations

Encroachment

3.19 NOT by building or otherwise to stop up or darken any window or light in the demised premises nor to stop up or obstruct any access of light enjoyed to any premises the estate or interest whereof in possession in reversion now is or hereafter may be in

the Lessor or in any person in trust for it nor the permit any new wayleave easement right privilege or encroachment shall be made or attempted to be made to give immediate notice thereof to the Lessor and to permit the Lessor and its agents to enter upon the demised premises on giving at least forty-eight hours previous written notice to the Lessee for the purpose of ascertaining the nature of any such wayleave easement right privilege or encroachment and at the request of the Lessor but at the cost of the Lessee to adopt such means as may be reasonably required or deemed proper for preventing any such encroachment or the acquisition of any such wayleave easement right privilege or encroachment

Prescriptive rights

3.20 NOT to give to any third party any acknowledgement that the Lessee enjoy the access of light to any of the windows or openings in the demised premises by the consent of such third party nor to pay to such third party any sum of money nor to enter into any agreement with such third party for the purpose of inducing or binding such third party to abstain from obstructing the access of light to any windows or openings and in the event of any of the owners or occupiers of adjacent land or buildings doing anything which obstructs the access of light to any of the said windows or openings to notify the same forthwith upon discovery to the Lessor and to permit the Lessor to bring such proceedings as it may think fit in the name of the Lessee but at the joint cost of the Lessor and the Lessee against any of the owners and/or occupiers of the adjacent land in respect of the obstruction of the access of light to any of the windows or openings in the demised premises

Adjoining works

3.21 NOT at any time during the term to bring any action or make any claim or demand on account of any injury to or diminution of light or air to the demised premises or any window or apertures thereof in consequence of the erection of any building or the alteration of any building on any land adjacent neighbouring or opposite to the demised premises for which the Lessor shall have given its consent or for which the Lessor may

give its consent pursuant to any power reserved by these presents or in respect of any easement right or privilege granted or to be granted by the Lessor for the benefit of any building erected or to be erected on any land adjacent neighbouring or opposite to the demised premises and (if required) to concur with the Lessor at the Lessee’s expense in any consent which it ay give or any grant which it may make as hereinbefore mention

Signs

3.22 NOT at any time during the term to erect paint affix exhibit or display or permit to be erected painted affixed exhibited or displayed any bill placard advertisement inscription or other sign whatsoever in or upon the demised premises (including the windows thereof) other than as shall previously have been approved in writing by the Lessor such approval not to be unreasonably withheld PROVIDED THAT the Lessee can without such approval erect and display a board upon the demised premises in connection with the letting of the whole or parts of the demised premises

Cleaning

3.23 (a) AT all times during the term to keep the demised premises in clean and tidy condition and clear of all rubbish and to clean at least once every month the inside an outside of the windows of the demised premises and all surfaces usually cleaned

     (b) AT all times during the term to keep and maintain all landscaped areas comprised in the demised premises in a good and tidy condition and properly planted and cultivated to the reasonable satisfaction of the Lessor

Preparing notices

3.24 (a) TO pay all reasonable and prope