definiens: means a standby letter of credit from a nationall y recognized financial institution reasonably acceptable to Buyer in an am ount equal to ( i ) the aggregate Treximet - Related Sh ared Contract Liabilities ( as estimated as of the Closin g in good faith by Seller Parent and reasonably agr eed to in good faith by Buyer and the Qualified Bidder in the Trex imet Sale ), multiplied by ( ii ) 110 %, which letter o f credit shall be ( A ) unconditional and otherwise reasonably satis factory to Buyer, ( B ) maintained ( and immediately u pon any expiration or termination thereof replaced ) by the Qualified Bidder in the Treximet Sale for the sole benefit of Buyer, and ( C ) on the six month anniversary of the Closing Date and periodically thereafter, decreased to an amount reflecting the aggregate Treximet Related Sh ared Contract Liabilities ( as estimated at such tim e by and agreed to in good faith by Buyer and the Qualified Bidder in the Treximet Sale ) multiplied by 110 %