This section contains the nature of the case and procedural background.

P specializes in aviation leasing and financing. TAM Linhas Aereas, S.A. (TAM) and 777 Leasing executed a sale and leaseback agreement (tSLBA). 777 Leasing agreed to purchase from, and lease back to TAM, an inventory of spare parts used by TAM for its operation of Boeing Model 777 aircraft (Inventory). 777 Leasing entered into a financing agreement with others, granting P a lien on the Inventory for financing. On October 12, 2018, TAM executed a notice and acknowledgement of those liens in the Inventory. TAM then caused Deutsche Bank to issue an irrevocable letter of credit (LOC) in favor of P. The LOC identifies P for D's IRREVOCABLE STANDBY LETTER OF CREDIT . . . FOR USD 14,520,000.00. . . . AVAILABLE AGAINST THE PRESENTATION OF THE FOLLOWING: A) ORIGINAL LETTER OF CREDIT ALONG WITH ALL AMENDMENTS (IF ANY) B) BENEFICIARY'S STATEMENT PURPORTEDLY SIGNED BY AN AUTHORIZED SIGNATORY STATING: QUOTE 1) THE AMOUNT OF USD X HAS BECOME DUE AND PAYABLE BY THE APPLICANT UNDER THE LEASE . . . UNQUOTE. P did not need to submit any additional documentation in support of its draw request. P was entitled to draw on it when money became due and payable by TAM under the SLBA. In the event of default, the SLBA states that P was entitled to draw on the LOC. The agreement stated: An event of default will have occurred under this Agreement if . . . (6) a petition in bankruptcy, concurso mercantil, insolvency, moratorium, suspension of payments, reorganization, or other like proceeding (including 'falencia', 'recuperacao extrajudicial' and 'recuperacao judicial' under Brazilian law) is filed by or against Lessee . . . On July 9, 2020, TAM filed a voluntary Chapter 11 petition in the United States Bankruptcy Court. On July 10, 2020, P sent D a letter drawing on the LOC. The LOC draw value at the time of the draw, as identified in Annexes E and J, was $12,020,000. P's draw letter stated: The amount of USD 12,020,000.00 has become due and payable by the Applicant under the Lease. The original Letter of Credit is enclosed. On July 17, 2020, counsel for TAM and its parent company sent D a letter opposing the Draw Request. They stated: An event of default that arises solely by TAM's filing for bankruptcy protection is unenforceable under U.S. bankruptcy law as an impermissible ipso facto clause. See 11 U.S.C. § 365(e)(1)(A)-(B). On July 20, 2020, TAM and its parent company wrote to D for a second time (July 20 Letter) to contest the validity of the Draw Request and 'requesting that D dishonor the Demand Letter and deliver notice of such to P.' D wrote to P on July 24, 2020, to inform stating it would not honor the Draw Request (Dishonor Letter). P objected with yet another letter, and D responded with yet another letter. P again responded with yet another letter. P filed its Complaint for Wrongful Dishonor on October 1, 2020.

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