Revolving Credit Facility

Exhibit 10.3

CONFIDENTIAL

September 12, 2008

Interstate Bakeries Corporation
Interstate Brands Corporation
12 East Armour Boulevard
Kansas City, MO 64111
Attention: Mr. Randall Vance, Chief Financial Officer

Interstate Bakeries Corporation
Interstate Brands Corporation
$125,000,000 Senior Secured Revolving Credit Facility
Commitment Letter

Ladies and Gentlemen:

You (the “ Borrowers ”) have advised each of General Electric Capital Corporation (“ GE Capital ”) and GE
Capital Markets, Inc. (“ GECM ” and, together with GE Capital, the “ Commitment Parties ,” “ we ” or “ us ”) that IBC Investors I, LLC (“ Holdings ”), an entity formed by one or more affiliates of Ripplewood Holdings L.L.C. (Ripplewood Holdings L.L.C., together with its affiliates, “ Sponsor ”), intends to acquire (the “ Acquisition ” or the “ Transaction ”) stock of Interstate Bakeries Corporation (the “ Company ” and together with its subsidiaries, the “ Acquired Business ”), a debtor and debtor-in-possession under Chapter 11 (“ Chapter 11 ”) of title 11 of the United States Code (as amended, the “ Bankruptcy Code ”) intended to be reorganized pursuant to a Chapter 11 plan of reorganization (the “ Plan ”). You have further advised us that, in connection with the consummation of the Plan, you are seeking to obtain a working capital senior secured revolving credit facility in an amount of $125,000,000 (the “ Revolving Credit Facility ”). You have further advised us that Holdings intends to provide not less than $130,000,000 in cash financing to the Company, of which $44,200,000 shall be common equity and $85,800,000 shall be Convertible Debt (as defined below). In connection with the consummation of the Plan, you also have advised us that the Borrowers also intend to obtain certain other financing facilities consisting of (a) senior secured term loans in an aggregate principal amount of $339,150,000 (the “ Term Loan Facility ”), (b) senior secured third-lien term loans in an aggregate principal amount of $147,300,000 (the “ Third-Lien Debt ”) and (c) senior secured fourth-lien convertible debt in an aggregate principal amount (including the $85,800,000 to be provided by Holdings as referenced above) of $171,600,000 (the “ Convertible Debt ” and together with the Term Loan Facility and the Third-Lien Debt, collectively, the “ Cash Flow Facilities ”).

In connection with the Transaction, GE Capital (in such capacity, the “ Initial Lender ”) is pleased to advise you of its commitment to underwrite and provide, directly or through an affiliate, the Revolving Credit Facility and to act as the sole administrative agent and the sole collateral agent for the Revolving Credit Facility, all upon and subject to the general terms and conditions set forth herein, in the Summary of Terms attached hereto as Exhibit A and incorporated herein by reference (the “ Term Sheet ” and together with this letter, this “ Commitment Letter ”) and in the Fee Letter (as defined below). GECM (in such capacity the “ Lead Arranger ”) is pleased to agree to act as the sole lead arranger for the Revolving Credit Facility and book-running manager for the Revolving Credit Facility. Capitalized terms used in the text of this Commitment Letter without definition have the meanings assigned to such terms in the Term Sheet.

Syndication .

The Initial Lender intends and reserves the right, prior to and after the execution of the Revolving Credit Facility Documentation (as defined below), to syndicate all or a portion of its commitments under this Commitment Letter or its loans and commitments under the Revolving Credit Facility Documentation, as the case may be, to one or more banks, financial institutions or other institutional lenders reasonably acceptable to you pursuant to a syndication to be managed by GECM (the Initial Lender and such financial institutions becoming parties to such Revolving Credit Facility Documentation being collectively referred to as the “ Lenders ”). The syndication of all or a portion of the Initial Lender’s commitments under this Commitment Letter and/or its loans and commitments under the Revolving Credit Facility is hereinafter referred to as the “ Primary Syndication .” Any assignments of the Initial Lender’s commitments under this Commitment Letter or its loans and commitments under the Revolving Credit Facility entered into to complete the Primary Syndication shall not be subject to the minimum amounts and fee provisions set forth in the assignment provisions of either this Commitment Letter or the Revolving Credit Facility Documentation. Each of the Commitment Parties acknowledges and agrees that its commitment hereunder is not conditioned upon a successful syndication.

The Lead Arranger will commence the Primary Syndication promptly after your acceptance of this Commitment Letter and the Fee Letter (as defined below), subject to the Company’s preparation, completion and filing of a disclosure statement, in form and substance reasonably acceptable to the Commitment Parties. It is understood and agreed that GECM will, in consultation with you, manage and control all aspects of the Primary Syndication, including selection of prospective Lenders reasonably acceptable to you, determination of when the Lead Arranger will approach prospective Lenders and the time of acceptance of Lenders’ commitments, any naming rights, titles or roles to be awarded to Lenders, and the final allocations of the commitments among Lenders. It is further understood and agreed that (i) no additional agents, arrangers or book-running managers shall be appointed, or other titles, names or roles conferred to any Lender or any other person or entity, by you in respect of the Revolving Credit Facility, (ii) the amount and distribution of fees among the Lenders will be at the Lead Arranger’s discretion and (iii) no Lender will be offered by, or receive from, you compensation of any kind for its participation in the Revolving Credit Facility, except as expressly provided for in this Commitment Letter or the Fee Letter or with the prior written consent of GECM.

You agree to use commercially reasonable efforts to take all actions that the Lead Arranger may reasonably request to actively assist and cooperate (and use your commercially reasonable efforts to cause Holdings, Sponsor and their respective representatives and advisors to assist and cooperate) with the Lead Arranger in connection with the Primary Syndication. Such assistance shall include, without limitation (a) promptly preparing and providing to the Lead Arranger, to the extent reasonably available, all information with respect to Holdings, the Acquired Business, the Transaction and the other transactions contemplated hereby, including financial information and projections to be provided jointly by the Borrowers and the Sponsor in connection with the Plan (the “ Projections ”) and copies of due diligence, accounting or similar reports or memoranda prepared at your direction or the direction of Sponsor by legal, accounting, tax, environmental or other advisors in connection with the Transaction (in each case subject to non-disclosure and non-reliance letters to the extent required by such advisors), in each case, as the Lead Arranger may reasonably deem necessary to complete the Primary Syndication, (b) participating and using commercially reasonable efforts to cause Holdings to participate in meetings with prospective Lenders and other relevant meetings, (c) providing (or, in the case of Holdings or Sponsor, using commercially reasonable efforts to provide) direct contact during the Primary Syndication between Holdings’, Sponsor’s and the Acquired Business’ senior management, representatives and advisors, on the one hand, and prospective Lenders, on the other hand, and (d) using your commercially reasonable efforts to ensure that the Lead Arranger’s syndication efforts benefit from Holdings’, Sponsor’s and the Acquired Business’ existing financial and banking relationships.

At GECM’s request, you agree to assist (and use your commercially reasonable efforts to cause Holdings to assist) in the preparation of confidential information memoranda, presentations and other Evaluation Material (as defined below) regarding Holdings, the Acquired Business and their respective subsidiaries and the Revolving Credit Facility to be used in connection with the Primary Syndication and to confirm (and to use commercially reasonable efforts to cause Holdings to confirm), prior to such materials being made available to prospective Lenders, the accuracy in all material respects of such materials when taken as a whole. The Evaluation Material shall include a version of the confidential information memorandum, presentation and other information materials consisting exclusively of information that is either publicly available with respect to Holdings, the Acquired Business and their respective subsidiaries, or that is not material with respect to Holdings, the Acquired Business and their respective securities for purposes of U.S. federal and state securities laws. You also hereby agree that you will (a) identify in writing (and cause Holdings to identify in writing) and (b) clearly and conspicuously mark such Evaluation Material that does not contain any such material non-public information referred to in the prior sentence as “PUBLIC”. You hereby agree that by identifying such Evaluation Material pursuant to clause (a) of the preceding sentence and marking Evaluation Material as “PUBLIC” pursuant to clause (b) of the preceding sentence and/or publicly filing any Evaluation Material with the Securities and Exchange Commission, then the Commitment Parties, Lenders and prospective Lenders shall be entitled to treat such Evaluation Material as not containing any material non-public information with respect to Holdings, the Acquired Business and their respective subsidiaries and parent companies for purposes of U.S. federal and state securities laws. You further acknowledge and agree that the following documents and materials shall be deemed to be PUBLIC, whether or not so marked, and do not contain any material non-public information: term sheets with respect to the Revolving Credit Facility and the Transaction, and administrative materials of a customary nature prepared by the Commitment Parties for prospective Lenders, such as a lender meeting invitation, bank allocation, if any, and funding and closing memorandum. Before distribution of any Evaluation Material, you agree (or agree to use commercially reasonable efforts to cause Holdings) to execute and deliver to us a letter in which you authorize distribution of the Evaluation Material to prospective Lenders and their employees willing to receive material non-public information, and a separate letter in which you authorize distribution of Evaluation Material that does not contain material non-public information and represent that no material non-public information is contained therein.

Until the earlier of (a) the completion of the Primary Syndication (as determined by GECM in its discretion) and (b) the 45th day following the Closing Date, the Acquired Business shall not (and you shall use commercially reasonable efforts to cause Holdings not to), without the prior written consent of GECM, offer, issue, place, syndicate or arrange any debt securities or debt facilities (including any renewals, restatements, restructuring or refinancings of any existing debt securities or debt facilities other than the Cash Flow Facilities and those expressly contemplated by the Plan, attempt or agree to do any of the foregoing, announce or authorize the announcement of any of the foregoing, or engage in discussion concerning any of the foregoing.

Information .

You hereby represent and covenant (and it is a condition to the Initial Lender’s commitment hereunder) that to your knowledge (a) all information other than the Projections and general economic or specific industry information developed by, and obtained from, third-party sources (the “ Information ”) that has been or will be made available to the Commitment Parties and/or the Lenders by Holdings, Sponsor, the Acquired Business or any of your or their respective affiliates or representatives, when taken as a whole, is or will be, when furnished, correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such

statements are made and (b) the Projections that have been or will be made available to the Commitment Parties by Holdings, Sponsor, the Acquired Business or any of your or their respective affiliates or representatives have been or will be prepared in good faith based upon assumptions that are believed to be reasonable at the time made (it being understood and agreed that financial projections are not a guarantee of financial performance and actual results may differ from financial projections and such differences may be material). You agree that if at any time prior to the closing of the Revolving Credit Facility any of the representations in the preceding sentence would be incorrect if the Information or Projections were being furnished, and such representations were being made, at such time, then you will promptly supplement the Information or the Projections, as the case may be, so that such representations will be correct in all material respects under those circumstances. You understand that in arranging and syndicating the Revolving Credit Facility the Lead Arranger may use and rely on the Information and Projections without independent verification thereof.

You hereby authorize and agree, on behalf of Holdings, Sponsor, the Acquired Business and your and their respective affiliates, that the Information, the Projections and all other information provided by or on behalf of Holdings, Sponsor, the Acquired Business and your and their respective affiliates to the Commitment Parties regarding Holdings, Sponsor, the Acquired Business and their respective affiliates, the Transaction and the other transactions contemplated hereby in connection with the Revolving Credit Facility (collectively, “ Evaluation Material ”) may be disseminated by or on behalf of the Commitment Parties, and made available, to prospective Lenders and other persons, who have agreed to be bound by customary confidentiality undertakings (including, “click-through” agreements), all in accordance with the Lead Arranger’s standard loan syndication practices (whether transmitted electronically by means of a website, e-mail or otherwise, or made available orally or in writing, including at prospective Lender or other meetings). You hereby further authorize the Lead Arranger to download copies of Holdings’, Sponsor’s and the Acquired Business’ logos from their respective websites and post copies thereof on an Intralinks ^® or similar workspace and use such logos on any confidential information memoranda, presentations and other marketing and materials prepared in connection with the Primary Syndication.

Fee Letter .

As consideration for the Commitment Parties’ agreements hereunder you agree to pay (or to cause to be paid) to the Initial Lender, the Lead Arranger and such other specified parties, if any, the fees as set forth in the Term Sheet and in the Fee Letter dated the date hereof and delivered herewith with respect to the Revolving Credit Facility (the “ Fee Letter ”).

Conditions .

The commitment and agreements of the Initial Lender hereunder, and the agreements of the Lead Arranger to provide the services described herein, are subject to the following: (a) the execution and delivery of definitive documentation for the Revolving Credit Facility (such documentation, including without limitation, the Intercreditor Agreement, is collectively referred to as the “ Revolving Credit Facility Documentation ”) consistent with the Term Sheet and otherwise reasonably acceptable to the Initial Lender, (b) the Initial Lender not becoming aware after the date hereof of any information not previously disclosed to the Initial Lender affecting Holdings, the Acquired Business or their respective subsidiaries or the Transaction that in the Initial Lender’s judgment is inconsistent in a material and adverse manner with any such information disclosed to the Initial Lender prior to the date hereof, (c) the Lead Arranger having been afforded a period of at least 45 days following the general launch of the Primary Syndication (which shall not be earlier than the date of the initial bank meeting) and immediately prior to the date of closing of the Revolving Credit Facility to complete the Primary Syndication (provided that such period shall not include any day from and including (i) November 26, 2008 through and November 30, 2008, or (ii) December 20, 2008 through and including January 4, 2009) and (d) the

other conditions set forth in the Term Sheet and your compliance in all material respects with the terms and provisions of this Commitment Letter and the Fee Letter. Those matters with respect to the Revolving Credit Facility that are not covered by the provisions hereof or the Term Sheet shall be consistent with the Term Sheet and shall be subject to approval and agreement by the Commitment Parties and you, it being agreed that there shall be no conditions to closing or the initial funding of the Revolving Credit Facility, representations, warranties, covenants or events of default other than those expressly set forth in this Commitment Letter and the Term Sheet.

Expenses .

By signing this Commitment Letter, regardless of whether the Revolving Credit Facility closes, you agree to pay (or cause to be paid) to the Commitment Parties all reasonable out-of-pocket fees and expenses (including, but not limited to, all reasonable costs and fees of a single external legal counsel for GE Capital and GECM, plus if necessary one local counsel in each applicable jurisdiction, environmental consultants, appraisers, auditors and other consultants and advisors, due diligence reports, recording and transfer fees and taxes, title charges and survey costs) incurred by them in connection with this Commitment Letter, the Fee Letter, the Transaction, the Revolving Credit Facility and the transactions contemplated hereby (and the negotiation, documentation, closing and syndication thereof)

Confidentiality .

The Commitment Parties are delivering this Commitment Letter to you with the understanding that you will not disclose the existence or contents of this Commitment Letter, the Fee Letter or the Commitment Parties’ involvement with or the Initial Lender’s commitment to provide or the Lead Arranger’s agreement to arrange the Revolving Credit Facility to any third party (including, without limitation, any financial institution or intermediary) without the Initial Lender’s prior written consent other than (a) to the officers, directors, employees, accountants, attorneys and other advisors of Sponsor, Holdings, the Company and then only on a confidential and “need to know” basis in connection with the transactions contemplated hereby, (b) as may be compelled in a judicial or administrative proceeding or as otherwise required by law, provided that to the extent it is necessary to disclose the Fee Letter or a summary of the terms thereof, you agree to take such reasonable actions as necessary to prevent the Fee Letter from becoming publicly available in such judicial or administrative proceeding, or (c) other than the Fee Letter, after prior written notice of such intended recipient to the Commitment Parties and then only on a confidential and “need to know” basis in connection with the transactions contemplated hereby, to (i) the officers, directors, employees, accountants, attorneys and other advisors of the lenders and potential lenders under the Cash Flow Facilities, (ii) the Official Committee of Unsecured Creditors for the Chapter 11 cases of the Acquired Business and their professionals, (iii) the Official Committee of Equity Security Holders for the Chapter 11 cases of the Acquired Business and their professionals, (iv) the Committee of Pre-Petition Senior Secured Lenders for the Chapter 11 cases of the Acquired Business and their professionals, or (v) the lenders providing the debtor in possession financing facility to the Acquired Business in connection with the Chapter 11 cases and their professionals. Notwithstanding the foregoing, you may disclose this Commitment Letter or a summary of the terms thereof and a summary of the terms of the Fee Letter (other than fee amounts), to the bankruptcy court (the “ Bankruptcy Court ”) administering the Chapter 11 cases of the Acquired Business and in any disclosure statement filed in connection with such Chapter 11 cases, provided that to the extent it is necessary to disclose the Fee Letter or a summary of the terms thereof to the Bankruptcy Court, any statutory committee appointed in such Chapter 11 cases and the applicable U.S. Trustee for purposes of obtaining approval to pay any fees provided for therein or otherwise, you agree to take such reasonable actions as necessary to prevent the Fee Letter from becoming publicly available, including, without limitation, the filing of a motion or an ex parte request pursuant to Sections 105(a) and 107(b) of the Bankruptcy Code and Bankruptcy Rule 9018 seeking an order of the Bankruptcy Court authorizing you to file the Fee Letter under seal (it being

understood that the issuance of such order will be subject to the approval of the Bankruptcy Court). You agree to inform all such persons who receive information concerning the Commitment Parties, this Commitment Letter or the Fee Letter that such information is confidential and may not be used for any purpose other than in connection with the Transaction and may not be disclosed to any other person. The Commitment Parties agree on behalf of themselves and each of their affiliates to use all non-public information provided to them by or on behalf of Sponsor, Holdings, the Acquired Business or their subsidiaries solely for the purpose of providing the services which are the subject of this Commitment Letter and to treat confidentially such information in accordance with their customary banking practices. The provisions of this paragraph shall survive any termination or completion of the financing provided by this Commitment Letter.

Indemnity .

Regardless of whether the Revolving Credit Facility closes, you agree to (a) indemnify, defend and hold each of the Commitment Parties, each Initial Lender, and their respective affiliates and the principals, directors, officers, employees, representatives, agents and third party advisors of each of them (each, an “ Indemnified Person ”), harmless from and against all losses, disputes, claims, damages, liabilities and related reasonable out-of-pocket expenses (including, but not limited to, reasonable attorneys’ fees) which may be incurred by, or asserted against, any such Indemnified Person in connection with, arising out of, or relating to, this Commitment Letter, the Fee Letter, the Revolving Credit Facility, the use or the proposed use of the proceeds thereof, the Transaction, any other transaction contemplated by this Commitment Letter, any other transaction related thereto and any claim, litigation, investigation or proceeding relating to any of the foregoing (each, a “ Claim ”, and collectively, the “ Claims ”), regardless of whether such Indemnified Person is a party thereto, and (b) reimburse each Indemnified Person for all reasonable out-of-pocket legal and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (each, an “ Expense ”); provided that no Indemnified Person shall be entitled to indemnity hereunder in respect of any Claim or Expense to the extent that the same is found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Person or any of its affiliates or any of their respective principals, directors, officers, employees, representatives, agents or third party advisors. Under no circumstances shall the Commitment Parties or any of their respective affiliates be liable to you for any punitive, exemplary, consequential or indirect damages that may be alleged to result in connection with, arising out of, or relating to, any Claims, this Commitment Letter, the Fee Letter, the Revolving Credit Facility, the use or the proposed use of the proceeds thereof, the Transaction, any other transaction contemplated by this Commitment Letter and any other transaction related thereto. Furthermore, you hereby acknowledge and agree that the use of electronic transmission is not necessarily secure and that there are risks associated with such use, including risks of interception, disclosure and abuse. You agree to assume and accept such risks by hereby authorizing the transmission of electronic transmissions, and you agree that each of the Commitment Parties or any of their respective affiliates will not have any liability for any damages arising from the use of such electronic transmission systems. If an Indemnified Person shall be indemnified in respect of any Claim or Expense and such Claim or Expense is found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Person or any of its affiliates or any of their respective principals, directors, officers, employees, representatives, agents or third party advisors, then such Indemnified Person shall refund all amounts received by it in respect of such indemnification in excess of those to which it shall have been entitled under the terms of this paragraph.

Sharing Information; Absence of Fiduciary Relationship .

You acknowledge that the Commitment Parties and their affiliates may be providing debt financing, equity capital or other services to other companies in respect of which you may have conflicting interests regarding the transactions described herein and otherwise. None of the Commitment Parties or any of their respective affiliates will furnish confidential information obtained from you, Holdings, Sponsor, the Acquired Business and your and their respective officers, directors, employees, attorneys, accountants or other advisors by virtue of the transactions contemplated by this Commitment Letter or its other relationships with you to other companies. You also acknowledge that none of the Commitment Parties or any of their respective affiliates has any obligation to use in connection with the transactions contemplated by this Commitment Letter, or furnish to you, Holdings, Sponsor, the Acquired Business and your and their respective officers, directors, employees, attorneys, accountants or other advisors, confidential information obtained by the Commitment Parties or any of their respective affiliates from other companies.

You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you, on the one hand, and or any of the Commitment Parties, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether the Commitment Parties and/or their respective affiliates have advised or are advising you on other matters and (b) you will not bring or otherwise assert any claim against any of the Commitment Parties for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Commitment Letter.

Assignments and Amendments .

This Commitment Letter shall not be assignable by you without the prior written consent of us (and any purported assignment without such consent shall be null and void), such consent not to be unreasonably withheld in connection with any assignment to an affiliate of Holdings, and is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto, Holdings and the Indemnified Persons. The Initial Lender may transfer and assign its commitment hereunder, in whole or in part, to any of its affiliates or to any prospective Lender reasonably acceptable to you in connection with the Primary Syndication or otherwise, provided that no such assignment shall release the Initial Lender from its obligation to fund its commitment hereunder.

This Commitment Letter may not be amended or waived except by an instrument in writing signed by you and us. The Commitment Parties may perform the duties and activities described hereunder through any of their respective affiliates and the provisions of the paragraph entitled “Indemnity” shall apply with equal force and effect to any of such affiliates so performing any such duties or activities.

Counterparts and Governing Law .

This Commitment Letter may be executed in counterparts, each of which shall be deemed an original and all of which counterparts shall constitute one and the same document. Delivery of an executed signature page of this Commitment Letter by facsimile or electronic (including “PDF”) transmission shall be effective as delivery of a manually executed counterpart hereof.

The laws of the State of New York shall govern all matters arising out of, in connection with or relating to this Commitment Letter, including, without limitation, its validity, interpretation, construction, performance and enforcement.

Venue and Submission to Jurisdiction .

You consent to the exclusive jurisdiction and venue of the Bankruptcy Court, and in the event that the Bankruptcy Court declines to exercise jurisdiction or there is reason to believe that it would decline to exercise jurisdiction, to the exclusive jurisdiction and venue of the state or federal courts located in the City of New York to hear and determine any claims or disputes between or among any of the parties hereto pertaining to this Commitment Letter, the Fee Letter, any transaction relating hereto or thereto, any other financing related thereto, and any investigation, litigation, or proceeding in connection with, related to or arising out of any such matters, provided , that you acknowledge that any appeal from those courts may have to be heard by a court located outside of such jurisdiction. You expressly submit and consent in advance to such jurisdiction in any action or suit commenced in any such court, and hereby waive any objection, which either of them may have based upon lack of personal jurisdiction, improper venue or inconvenient forum.

Waiver of Jury Trial .

THE PARTIES HERETO, TO THE EXTENT PERMITTED BY LAW, WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR RELATING TO, THIS COMMITMENT LETTER, THE FEE LETTER, THE REVOLVING CREDIT FACILITY AND ANY OTHER TRANSACTION CONTEMPLATED HEREBY. THIS WAIVER APPLIES TO ANY ACTION, SUIT OR PROCEEDING WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE.

Survival .

The provisions of this letter set forth under this heading and the headings “Syndication”, “Information”, “Expenses”, “Confidentiality”, “Indemnity”, “Assignments and Amendments”, “Counterparts and Governing Law”, “Venue and Submission to Jurisdiction” and “Waiver of Jury Trial” shall survive the termination or expiration o