{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/38.2-1522.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/38.2-1522.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/38.2-1522.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/38.2-1522.html"}],"law_id":83355,"edition_id":1,"section_id":83355,"structure_id":15197,"section_number":"38.2-1522","catch_line":"Qualified financial contracts","history":"2011, c. 198.","full_text":"A\n\nNotwithstanding any other provision of this chapter, including any other provision of this chapter permitting the modification of contracts, or other state law, no person shall be stayed or prohibited from exercising:1\n\nA contractual right to cause the termination, liquidation, acceleration, or close-out of obligations under or in connection with any netting agreement or qualified financial contract with an insurer because of:\n\t\t\t\ta. The insolvency, financial condition, or default of the insurer at any time, provided that the right is enforceable under applicable law other than this chapter; or\n\t\t\t\tb. The commencement of a delinquency proceeding under this chapter;2\n\nAny right under a pledge, security, collateral, reimbursement, or guarantee agreement or arrangement or any other similar arrangement, or other credit enhancement relating to one or more netting agreements or qualified financial contracts;3\n\nSubject to subdivision B 2 of § 38.2-1515, any right to set off or net out any termination value, payment amount, or other transfer obligation arising under or in connection with one or more qualified financial contracts where the counterparty or its guarantor is organized under the laws of the United States or a state or a foreign jurisdiction approved by the Securities Valuation Office of the National Association of Insurance Commissioners as eligible for netting; or4\n\nA right to claim damages if a counterparty to a master netting agreement or a qualified financial contract with an insurer subject to a proceeding under this chapter terminates, liquidates, closes out, or accelerates the agreement or contract, which damages shall be measured as of the date or dates of termination, liquidation, close-out, or acceleration. The amount of a claim for damages shall be actual direct compensatory damages calculated in accordance with subsection F.B\n\nUpon termination of a netting agreement or qualified financial contract, the net or settlement amount, if any, owed by a nondefaulting party to an insurer against which an application has been filed under this chapter shall be transferred to or on the order of the receiver for the insurer, even if the insurer is the defaulting party, notwithstanding any walkaway clause in the netting agreement or qualified financial contract. For purposes of this subsection, “walkaway clause” means a provision in a netting agreement or a qualified financial contract that, after calculation of a value of a party’s position or an amount due to or from one of the parties in accordance with its terms upon termination, liquidation, or acceleration of the netting agreement or qualified financial contract, either does not create a payment obligation of a party or extinguishes a payment obligation of a party in whole or in part solely because of the party’s status as a nondefaulting party. Any limited two-way payment or first method provision in a netting agreement or qualified financial contract with an insurer that has defaulted shall be deemed to be a full two-way payment or second method provision as against the defaulting insurer. Any such property or amount shall, except to the extent it is subject to one or more secondary liens or encumbrances, or rights of netting or setoff, be a general asset of the insurer.C\n\nIn making any transfer of a netting agreement or qualified financial contract of an insurer subject to a proceeding under this chapter, the receiver shall either:1\n\nTransfer to one party, other than an insurer subject to a delinquency proceeding under this chapter, all netting agreements and qualified financial contracts between a counterparty or any affiliate of the counterparty and the insurer that is the subject of the proceeding, including:\n\t\t\t\ta. All rights and obligations of each party under each netting agreement and qualified financial contract; and\n\t\t\t\tb. All property, including any guarantees or other credit enhancement, securing any claims of each party under each netting agreement and qualified financial contract; or2\n\nTransfer none of the netting agreements, qualified financial contracts, rights, obligations, or property referred to in subdivision 1, with respect to the counterparty and any affiliate of the counterparty.D\n\nIf a receiver of an insurer subject to a delinquency proceeding makes a transfer of one or more netting agreements or qualified financial contracts, then the receiver shall use its best efforts to notify any person who is party to the netting agreements or qualified financial contracts of the transfer by 12:00 noon, the receiver’s local time, on the business day following the transfer. For purposes of this section, “business day” means a day other than a Saturday, Sunday, or any day on which either the New York Stock Exchange or the Federal Reserve Bank of New York is closed.E\n\nNotwithstanding any other provision of this chapter, including § 38.2-1513, a receiver may not avoid a transfer of money or other property arising under or in connection with a netting agreement or qualified financial contract, or any pledge, security, collateral, or guarantee agreement or any other similar security arrangement or credit support document relating to a netting agreement or qualified financial contract, that is made before the commencement of a delinquency proceeding under this chapter. However, a transfer may be avoided under § 38.2-1513 if the transfer was made with actual intent to hinder, delay, or defraud the insurer, a receiver appointed for the insurer, or existing or future creditors.F\n\nIn exercising the receiver’s rights of disaffirmance or repudiation with respect to any netting agreement or qualified financial contract to which an insurer is a party, the receiver for the insurer shall either:1\n\nDisaffirm or repudiate all netting agreements and qualified financial contracts between a counterparty or any affiliate of the counterparty and the insurer that is the subject of the proceeding; or2\n\nDisaffirm or repudiate none of the netting agreements and qualified financial contracts referred to in subdivision 1, with respect to the person or any affiliate of the person.G\n\nNotwithstanding any other provision of this chapter, provided the receiver disaffirms or repudiates a netting agreement or qualified financial contract within a reasonable period after the commencement of a delinquency proceeding, any claim of a counterparty against the estate arising from the receiver’s disaffirmance or repudiation of a netting agreement or qualified financial contract that has not been previously affirmed in the liquidation or immediately preceding rehabilitation shall be determined and shall be allowed or disallowed as if the claim had arisen before the date of the filing of the petition for liquidation or, if a rehabilitation is converted to a delinquency proceeding, as if the claim had arisen before the date of the filing of the petition for rehabilitation. The amount of the claim shall be the actual direct compensatory damages determined as of the date of the disaffirmance or repudiation of the netting agreement or qualified financial contract.H\n\nThe provisions of this section shall not apply to persons who are affiliates of the insurer that is the subject of the proceeding.I\n\nAll rights of counterparties under this chapter shall apply to netting agreements and qualified financial contracts entered into on behalf of the general account and any separate account if the assets of such separate account are available only to counterparties to netting agreements and qualified financial contracts and entered into on behalf of such separate account.","order_by":null,"text":{"0":{"id":298657,"text":"Notwithstanding any other provision of this chapter, including any other provision of this chapter permitting the modification of contracts, or other state law, no person shall be stayed or prohibited from exercising:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":298658,"text":"A contractual right to cause the termination, liquidation, acceleration, or close-out of obligations under or in connection with any netting agreement or qualified financial contract with an insurer because of:\n\t\t\t\ta. The insolvency, financial condition, or default of the insurer at any time, provided that the right is enforceable under applicable law other than this chapter; or\n\t\t\t\tb. The commencement of a delinquency proceeding under this chapter;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":298659,"text":"Any right under a pledge, security, collateral, reimbursement, or guarantee agreement or arrangement or any other similar arrangement, or other credit enhancement relating to one or more netting agreements or qualified financial contracts;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":298660,"text":"Subject to subdivision B 2 of § 38.2-1515, any right to set off or net out any termination value, payment amount, or other transfer obligation arising under or in connection with one or more qualified financial contracts where the counterparty or its guarantor is organized under the laws of the United States or a state or a foreign jurisdiction approved by the Securities Valuation Office of the National Association of Insurance Commissioners as eligible for netting; or","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":298661,"text":"A right to claim damages if a counterparty to a master netting agreement or a qualified financial contract with an insurer subject to a proceeding under this chapter terminates, liquidates, closes out, or accelerates the agreement or contract, which damages shall be measured as of the date or dates of termination, liquidation, close-out, or acceleration. The amount of a claim for damages shall be actual direct compensatory damages calculated in accordance with subsection F.","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"B"},"5":{"id":298662,"text":"Upon termination of a netting agreement or qualified financial contract, the net or settlement amount, if any, owed by a nondefaulting party to an insurer against which an application has been filed under this chapter shall be transferred to or on the order of the receiver for the insurer, even if the insurer is the defaulting party, notwithstanding any walkaway clause in the netting agreement or qualified financial contract. For purposes of this subsection, “walkaway clause” means a provision in a netting agreement or a qualified financial contract that, after calculation of a value of a party’s position or an amount due to or from one of the parties in accordance with its terms upon termination, liquidation, or acceleration of the netting agreement or qualified financial contract, either does not create a payment obligation of a party or extinguishes a payment obligation of a party in whole or in part solely because of the party’s status as a nondefaulting party. Any limited two-way payment or first method provision in a netting agreement or qualified financial contract with an insurer that has defaulted shall be deemed to be a full two-way payment or second method provision as against the defaulting insurer. Any such property or amount shall, except to the extent it is subject to one or more secondary liens or encumbrances, or rights of netting or setoff, be a general asset of the insurer.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A4","next_prefix":"C"},"6":{"id":298663,"text":"In making any transfer of a netting agreement or qualified financial contract of an insurer subject to a proceeding under this chapter, the receiver shall either:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"C1"},"7":{"id":298664,"text":"Transfer to one party, other than an insurer subject to a delinquency proceeding under this chapter, all netting agreements and qualified financial contracts between a counterparty or any affiliate of the counterparty and the insurer that is the subject of the proceeding, including:\n\t\t\t\ta. All rights and obligations of each party under each netting agreement and qualified financial contract; and\n\t\t\t\tb. All property, including any guarantees or other credit enhancement, securing any claims of each party under each netting agreement and qualified financial contract; or","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"8":{"id":298665,"text":"Transfer none of the netting agreements, qualified financial contracts, rights, obligations, or property referred to in subdivision 1, with respect to the counterparty and any affiliate of the counterparty.","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"D"},"9":{"id":298666,"text":"If a receiver of an insurer subject to a delinquency proceeding makes a transfer of one or more netting agreements or qualified financial contracts, then the receiver shall use its best efforts to notify any person who is party to the netting agreements or qualified financial contracts of the transfer by 12:00 noon, the receiver’s local time, on the business day following the transfer. For purposes of this section, “business day” means a day other than a Saturday, Sunday, or any day on which either the New York Stock Exchange or the Federal Reserve Bank of New York is closed.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C2","next_prefix":"E"},"10":{"id":298667,"text":"Notwithstanding any other provision of this chapter, including § 38.2-1513, a receiver may not avoid a transfer of money or other property arising under or in connection with a netting agreement or qualified financial contract, or any pledge, security, collateral, or guarantee agreement or any other similar security arrangement or credit support document relating to a netting agreement or qualified financial contract, that is made before the commencement of a delinquency proceeding under this chapter. However, a transfer may be avoided under § 38.2-1513 if the transfer was made with actual intent to hinder, delay, or defraud the insurer, a receiver appointed for the insurer, or existing or future creditors.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"F"},"11":{"id":298668,"text":"In exercising the receiver’s rights of disaffirmance or repudiation with respect to any netting agreement or qualified financial contract to which an insurer is a party, the receiver for the insurer shall either:","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E","next_prefix":"F1"},"12":{"id":298669,"text":"Disaffirm or repudiate all netting agreements and qualified financial contracts between a counterparty or any affiliate of the counterparty and the insurer that is the subject of the proceeding; or","type":"section","prefixes":["F","1"],"prefix":"1","entire_prefix":"F1","prefix_anchor":"F1","level":2,"prior_prefix":"F","next_prefix":"F2"},"13":{"id":298670,"text":"Disaffirm or repudiate none of the netting agreements and qualified financial contracts referred to in subdivision 1, with respect to the person or any affiliate of the person.","type":"section","prefixes":["F","2"],"prefix":"2","entire_prefix":"F2","prefix_anchor":"F2","level":2,"prior_prefix":"F1","next_prefix":"G"},"14":{"id":298671,"text":"Notwithstanding any other provision of this chapter, provided the receiver disaffirms or repudiates a netting agreement or qualified financial contract within a reasonable period after the commencement of a delinquency proceeding, any claim of a counterparty against the estate arising from the receiver’s disaffirmance or repudiation of a netting agreement or qualified financial contract that has not been previously affirmed in the liquidation or immediately preceding rehabilitation shall be determined and shall be allowed or disallowed as if the claim had arisen before the date of the filing of the petition for liquidation or, if a rehabilitation is converted to a delinquency proceeding, as if the claim had arisen before the date of the filing of the petition for rehabilitation. The amount of the claim shall be the actual direct compensatory damages determined as of the date of the disaffirmance or repudiation of the netting agreement or qualified financial contract.","type":"section","prefixes":["G"],"prefix":"G","entire_prefix":"G","prefix_anchor":"G","level":1,"prior_prefix":"F2","next_prefix":"H"},"15":{"id":298672,"text":"The provisions of this section shall not apply to persons who are affiliates of the insurer that is the subject of the proceeding.","type":"section","prefixes":["H"],"prefix":"H","entire_prefix":"H","prefix_anchor":"H","level":1,"prior_prefix":"G","next_prefix":"I"},"16":{"id":298673,"text":"All rights of counterparties under this chapter shall apply to netting agreements and qualified financial contracts entered into on behalf of the general account and any separate account if the assets of such separate account are available only to counterparties to netting agreements and qualified financial contracts and entered into on behalf of such separate account.","type":"section","prefixes":["I"],"prefix":"I","entire_prefix":"I","prefix_anchor":"I","level":1,"prior_prefix":"H"}},"ancestry":[{"id":15197,"edition_id":1,"name":"Rehabilitation and Liquidation of Insurers","identifier":"15","label":"chapter","depth":2,"order_by":1,"parent_id":12698,"metadata":{},"date_created":"2026-06-26 03:52:54","date_modified":"2026-06-26 03:52:54","permalink":{"id":212117,"object_type":"structure","relational_id":15197,"identifier":"15","token":"38.2\/15","url":"\/38.2\/15\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12698,"edition_id":1,"name":"Insurance","identifier":"38.2","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:49","date_modified":"2026-06-26 03:43:49","permalink":{"id":210661,"object_type":"structure","relational_id":12698,"identifier":"38.2","token":"38.2","url":"\/38.2\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":66658,"structure_id":15197,"section_number":"38.2-1500","catch_line":"Scope of chapter","url":"\/38.2-1500\/","token":"38.2\/15\/38.2-1500","metadata":false},{"id":70981,"structure_id":15197,"section_number":"38.2-1501","catch_line":"Definitions","url":"\/38.2-1501\/","token":"38.2\/15\/38.2-1501","metadata":false},{"id":70456,"structure_id":15197,"section_number":"38.2-1502","catch_line":"Jurisdiction and procedure","url":"\/38.2-1502\/","token":"38.2\/15\/38.2-1502","metadata":false},{"id":69543,"structure_id":15197,"section_number":"38.2-1503","catch_line":"Grounds for delinquency proceedings commenced by Commission against domestic insurer","url":"\/38.2-1503\/","token":"38.2\/15\/38.2-1503","metadata":false},{"id":57983,"structure_id":15197,"section_number":"38.2-1504","catch_line":"Requirements when proceedings instituted by any person other than Commission","url":"\/38.2-1504\/","token":"38.2\/15\/38.2-1504","metadata":false},{"id":75038,"structure_id":15197,"section_number":"38.2-1505","catch_line":"Commission may apply for receiver and for other relief; what orders court may enter","url":"\/38.2-1505\/","token":"38.2\/15\/38.2-1505","metadata":false},{"id":68865,"structure_id":15197,"section_number":"38.2-1506","catch_line":"Requirements when receiver appointed; disbursement of available assets to association, etc","url":"\/38.2-1506\/","token":"38.2\/15\/38.2-1506","metadata":false},{"id":81475,"structure_id":15197,"section_number":"38.2-1507","catch_line":"Further procedure; injunction may be issued","url":"\/38.2-1507\/","token":"38.2\/15\/38.2-1507","metadata":false},{"id":75610,"structure_id":15197,"section_number":"38.2-1508","catch_line":"Powers of Commission when authorized to rehabilitate or liquidate companies","url":"\/38.2-1508\/","token":"38.2\/15\/38.2-1508","metadata":false},{"id":66006,"structure_id":15197,"section_number":"38.2-1509","catch_line":"Powers of Commission when authorized to rehabilitate or liquidate insurers by court order; disbursement of available assets to an association, etc","url":"\/38.2-1509\/","token":"38.2\/15\/38.2-1509","metadata":false},{"id":84217,"structure_id":15197,"section_number":"38.2-1510","catch_line":"Commission may appoint assistants in connection with rehabilitation or liquidation","url":"\/38.2-1510\/","token":"38.2\/15\/38.2-1510","metadata":false},{"id":69985,"structure_id":15197,"section_number":"38.2-1511","catch_line":"Borrowing on pledge of assets","url":"\/38.2-1511\/","token":"38.2\/15\/38.2-1511","metadata":false},{"id":69044,"structure_id":15197,"section_number":"38.2-1512","catch_line":"Rights and liabilities fixed upon liquidation","url":"\/38.2-1512\/","token":"38.2\/15\/38.2-1512","metadata":false},{"id":77564,"structure_id":15197,"section_number":"38.2-1513","catch_line":"Voidable transfers","url":"\/38.2-1513\/","token":"38.2\/15\/38.2-1513","metadata":false},{"id":60160,"structure_id":15197,"section_number":"38.2-1514","catch_line":"Priority of claims for wages","url":"\/38.2-1514\/","token":"38.2\/15\/38.2-1514","metadata":false},{"id":75937,"structure_id":15197,"section_number":"38.2-1515","catch_line":"Mutual debts or credits, how treated","url":"\/38.2-1515\/","token":"38.2\/15\/38.2-1515","metadata":false},{"id":82543,"structure_id":15197,"section_number":"38.2-1516","catch_line":"Receivers to file reports, etc., with Commission","url":"\/38.2-1516\/","token":"38.2\/15\/38.2-1516","metadata":false},{"id":81714,"structure_id":15197,"section_number":"38.2-1517","catch_line":"What included in annual report of Commission","url":"\/38.2-1517\/","token":"38.2\/15\/38.2-1517","metadata":false},{"id":70097,"structure_id":15197,"section_number":"38.2-1518","catch_line":"Rehabilitation or mutualization of companies","url":"\/38.2-1518\/","token":"38.2\/15\/38.2-1518","metadata":false},{"id":57858,"structure_id":15197,"section_number":"38.2-1519","catch_line":"Termination of rehabilitation; when liquidation may be entered","url":"\/38.2-1519\/","token":"38.2\/15\/38.2-1519","metadata":false},{"id":68871,"structure_id":15197,"section_number":"38.2-1520","catch_line":"Liquidation of alien insurers","url":"\/38.2-1520\/","token":"38.2\/15\/38.2-1520","metadata":false},{"id":60418,"structure_id":15197,"section_number":"38.2-1521","catch_line":"Conservation of assets of foreign or alien insurer; when liquidation may be entered","url":"\/38.2-1521\/","token":"38.2\/15\/38.2-1521","metadata":false},{"id":83355,"structure_id":15197,"section_number":"38.2-1522","catch_line":"Qualified financial contracts","url":"\/38.2-1522\/","token":"38.2\/15\/38.2-1522","metadata":false}],"previous_section":{"id":60418,"structure_id":15197,"section_number":"38.2-1521","catch_line":"Conservation of assets of foreign or alien insurer; when liquidation may be entered","url":"\/38.2-1521\/","token":"38.2\/15\/38.2-1521","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/38.2-1522\/","history_text":"

This law was first created in 2011. The record of its establishment is cataloged in chapter 198<\/a> of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year.<\/p>","references":[{"id":70981,"section_number":"38.2-1501","catch_line":"Definitions","order_by":null,"url":"\/38.2-1501\/"}],"refers_to":[{"id":77564,"section_number":"38.2-1513","catch_line":"Voidable transfers","order_by":null,"url":"\/38.2-1513\/"},{"id":75937,"section_number":"38.2-1515","catch_line":"Mutual debts or credits, how treated","order_by":null,"url":"\/38.2-1515\/"}],"permalink":{"id":212207,"object_type":"law","relational_id":83355,"identifier":"38.2-1522","token":"38.2\/15\/38.2-1522","url":"\/38.2-1522\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/38.2-1522\/","token":"38.2\/15\/38.2-1522","dublin_core":{"Title":"Qualified financial contracts","Type":"Text","Format":"text\/html","Identifier":"\u00a7 38.2-1522","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Notwithstanding any other provision of this chapter, including any other provision of this chapter permitting the modification of contracts<\/span>, or other state<\/span> law<\/span>, no person<\/span> shall be stayed or prohibited from exercising: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> A contractual right<\/span> to cause the termination, liquidation<\/span>, acceleration, or close-out of obligations under or in connection with any netting agreement or qualified financial contract<\/span> with an insurer<\/span> because of:\n\t\t\t\ta. The insolvency, financial condition, or default<\/span> of the insurer<\/span> at any time, provided that the right is enforceable under applicable law<\/span> other than this chapter; or\n\t\t\t\tb. The commencement of a delinquency proceeding<\/span> under this chapter; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Any right under a pledge, security, collateral<\/span>, reimbursement, or guarantee agreement or arrangement or any other similar arrangement, or other credit enhancement relating to one or more netting agreements or qualified financial contracts<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Subject to subdivision B 2 of § 38.2-1515<\/a>, any right to set off or net out any termination value, payment amount, or other transfer obligation arising under or in connection with one or more qualified financial contracts<\/span> where the counterparty or its guarantor is organized under the laws<\/span> of the United States<\/span> or a state<\/span> or a foreign jurisdiction<\/span> approved by the Securities Valuation Office of the National Association<\/span> of Insurance<\/span> Commissioners<\/span> as eligible for netting; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> A right to claim damages<\/span> if a counterparty to a master netting agreement or a qualified financial contract<\/span> with an insurer<\/span> subject to a proceeding under this chapter terminates, liquidates, closes out, or accelerates the agreement or contract, which damages<\/span> shall be measured as of the date or dates of termination, liquidation<\/span>, close-out, or acceleration. The amount of a claim for damages<\/span> shall be actual direct compensatory damages<\/span> calculated in accordance with subsection F. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Upon termination of a netting agreement or qualified financial contract<\/span>, the net or settlement<\/span> amount, if any, owed by a nondefaulting party<\/span> to an insurer<\/span> against which an application has been filed under this chapter shall be transferred to or on the order<\/span> of the receiver<\/span> for the insurer<\/span>, even if the insurer<\/span> is the defaulting party<\/span>, notwithstanding any walkaway clause<\/span> in the netting agreement or qualified financial contract<\/span>. For purposes of this subsection, “walkaway clause<\/span>” means a provision in a netting agreement or a qualified financial contract<\/span> that, after calculation of a value of a party<\/span>’s position or an amount due to or from one of the parties in accordance with its terms upon termination, liquidation<\/span>, or acceleration of the netting agreement or qualified financial contract<\/span>, either does not create a payment obligation of a party<\/span> or extinguishes a payment obligation of a party<\/span> in whole or in part solely because of the party<\/span>’s status as a nondefaulting party<\/span>. Any limited two-way payment or first method provision in a netting agreement or qualified financial contract<\/span> with an insurer<\/span> that has defaulted shall be deemed to be a full two-way payment or second method provision as against the defaulting insurer<\/span>. Any such property or amount shall, except to the extent it is subject to one or more secondary liens<\/span> or encumbrances, or rights of netting or setoff, be a general asset of the insurer<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> In making any transfer of a netting agreement or qualified financial contract<\/span> of an insurer<\/span> subject to a proceeding under this chapter, the receiver<\/span> shall either: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Transfer to one party<\/span>, other than an insurer<\/span> subject to a delinquency proceeding<\/span> under this chapter, all netting agreements and qualified financial contracts<\/span> between a counterparty or any affiliate of the counterparty and the insurer<\/span> that is the subject of the proceeding, including:\n\t\t\t\ta. All rights and obligations of each party<\/span> under each netting agreement and qualified financial contract<\/span>; and\n\t\t\t\tb. All property, including any guarantees or other credit enhancement, securing any claims of each party<\/span> under each netting agreement and qualified financial contract<\/span>; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Transfer none of the netting agreements, qualified financial contracts<\/span>, rights, obligations, or property referred to in subdivision 1, with respect to the counterparty and any affiliate of the counterparty. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> If a receiver<\/span> of an insurer<\/span> subject to a delinquency proceeding<\/span> makes a transfer of one or more netting agreements or qualified financial contracts<\/span>, then the receiver<\/span> shall use its best efforts to notify any person<\/span> who is party<\/span> to the netting agreements or qualified financial contracts<\/span> of the transfer by 12:00 noon, the receiver<\/span>’s local time, on the business day<\/span> following the transfer. For purposes of this section, “business day<\/span>” means a day other than a Saturday, Sunday, or any day on which either the New York Stock Exchange or the Federal Reserve Bank of New York is closed. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> Notwithstanding any other provision of this chapter, including § 38.2-1513<\/a>, a receiver<\/span> may not avoid a transfer of money or other property arising under or in connection with a netting agreement or qualified financial contract<\/span>, or any pledge, security, collateral<\/span>, or guarantee agreement or any other similar security arrangement or credit support document relating to a netting agreement or qualified financial contract<\/span>, that is made before the commencement of a delinquency proceeding<\/span> under this chapter. However, a transfer may be avoided under § 38.2-1513<\/a> if the transfer was made with actual intent<\/span> to hinder, delay, or defraud the insurer<\/span>, a receiver<\/span> appointed for the insurer<\/span>, or existing or future creditors<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> In exercising the receiver<\/span>’s rights of disaffirmance or repudiation with respect to any netting agreement or qualified financial contract<\/span> to which an insurer<\/span> is a party<\/span>, the receiver<\/span> for the insurer<\/span> shall either: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Disaffirm or repudiate all netting agreements and qualified financial contracts<\/span> between a counterparty or any affiliate of the counterparty and the insurer<\/span> that is the subject of the proceeding; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Disaffirm or repudiate none of the netting agreements and qualified financial contracts<\/span> referred to in subdivision 1, with respect to the person<\/span> or any affiliate of the person<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

G.<\/span> Notwithstanding any other provision of this chapter, provided the receiver<\/span> disaffirms or repudiates a netting agreement or qualified financial contract<\/span> within a reasonable period after the commencement of a delinquency proceeding<\/span>, any claim of a counterparty against the estate arising from the receiver<\/span>’s disaffirmance or repudiation of a netting agreement or qualified financial contract<\/span> that has not been previously affirmed<\/span> in the liquidation<\/span> or immediately preceding rehabilitation shall be determined and shall be allowed or disallowed as if the claim had arisen before the date of the filing of the petition<\/span> for liquidation<\/span> or, if a rehabilitation is converted to a delinquency proceeding<\/span>, as if the claim had arisen before the date of the filing of the petition<\/span> for rehabilitation. The amount of the claim shall be the actual direct compensatory damages<\/span> determined as of the date of the disaffirmance or repudiation of the netting agreement or qualified financial contract<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

H.<\/span> The provisions of this section shall not apply to persons<\/span> who are affiliates of the insurer<\/span> that is the subject of the proceeding. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

I.<\/span> All rights of counterparties under this chapter shall apply to netting agreements and qualified financial contracts<\/span> entered into on behalf of the general account and any separate account if the assets<\/span> of such separate account are available only to counterparties to netting agreements and qualified financial contracts<\/span> and entered into on behalf of such separate account. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nQUALIFIED FINANCIAL CONTRACTS (\u00a7 38.2-1522)\n\nA. Notwithstanding any other provision of this chapter, including any other\nprovision of this chapter permitting the modification of contracts, or other\nstate law, no person shall be stayed or prohibited from exercising:\n\n 1. A contractual right to cause the termination, liquidation, acceleration, or\n close-out of obligations under or in connection with any netting agreement or\n qualified financial contract with an insurer because of:\n \t\t\t\ta. The insolvency, financial condition, or default of the insurer at any\n time, provided that the right is enforceable under applicable law other than\n this chapter; or\n \t\t\t\tb. The commencement of a delinquency proceeding under this chapter;\n\n 2. Any right under a pledge, security, collateral, reimbursement, or guarantee\n agreement or arrangement or any other similar arrangement, or other credit\n enhancement relating to one or more netting agreements or qualified financial\n contracts;\n\n 3. Subject to subdivision B 2 of § 38.2-1515, any right to set off or net\n out any termination value, payment amount, or other transfer obligation\n arising under or in connection with one or more qualified financial contracts\n where the counterparty or its guarantor is organized under the laws of the\n United States or a state or a foreign jurisdiction approved by the Securities\n Valuation Office of the National Association of Insurance Commissioners as\n eligible for netting; or\n\n 4. A right to claim damages if a counterparty to a master netting agreement or\n a qualified financial contract with an insurer subject to a proceeding under\n this chapter terminates, liquidates, closes out, or accelerates the agreement\n or contract, which damages shall be measured as of the date or dates of\n termination, liquidation, close-out, or acceleration. The amount of a claim\n for damages shall be actual direct compensatory damages calculated in\n accordance with subsection F.\n\nB. Upon termination of a netting agreement or qualified financial contract, the\nnet or settlement amount, if any, owed by a nondefaulting party to an insurer\nagainst which an application has been filed under this chapter shall be\ntransferred to or on the order of the receiver for the insurer, even if the\ninsurer is the defaulting party, notwithstanding any walkaway clause in the\nnetting agreement or qualified financial contract. For purposes of this\nsubsection, “walkaway clause” means a provision in a netting\nagreement or a qualified financial contract that, after calculation of a value\nof a party’s position or an amount due to or from one of the parties in\naccordance with its terms upon termination, liquidation, or acceleration of the\nnetting agreement or qualified financial contract, either does not create a\npayment obligation of a party or extinguishes a payment obligation of a party in\nwhole or in part solely because of the party’s status as a nondefaulting\nparty. Any limited two-way payment or first method provision in a netting\nagreement or qualified financial contract with an insurer that has defaulted\nshall be deemed to be a full two-way payment or second method provision as\nagainst the defaulting insurer. Any such property or amount shall, except to the\nextent it is subject to one or more secondary liens or encumbrances, or rights\nof netting or setoff, be a general asset of the insurer.\n\nC. In making any transfer of a netting agreement or qualified financial contract\nof an insurer subject to a proceeding under this chapter, the receiver shall\neither:\n\n 1. Transfer to one party, other than an insurer subject to a delinquency\n proceeding under this chapter, all netting agreements and qualified financial\n contracts between a counterparty or any affiliate of the counterparty and the\n insurer that is the subject of the proceeding, including:\n \t\t\t\ta. All rights and obligations of each party under each netting agreement\n and qualified financial contract; and\n \t\t\t\tb. All property, including any guarantees or other credit enhancement,\n securing any claims of each party under each netting agreement and qualified\n financial contract; or\n\n 2. Transfer none of the netting agreements, qualified financial contracts,\n rights, obligations, or property referred to in subdivision 1, with respect to\n the counterparty and any affiliate of the counterparty.\n\nD. If a receiver of an insurer subject to a delinquency proceeding makes a\ntransfer of one or more netting agreements or qualified financial contracts,\nthen the receiver shall use its best efforts to notify any person who is party\nto the netting agreements or qualified financial contracts of the transfer by\n12:00 noon, the receiver’s local time, on the business day following the\ntransfer. For purposes of this section, “business day” means a day\nother than a Saturday, Sunday, or any day on which either the New York Stock\nExchange or the Federal Reserve Bank of New York is closed.\n\nE. Notwithstanding any other provision of this chapter, including §\n38.2-1513, a receiver may not avoid a transfer of money or other property\narising under or in connection with a netting agreement or qualified financial\ncontract, or any pledge, security, collateral, or guarantee agreement or any\nother similar security arrangement or credit support document relating to a\nnetting agreement or qualified financial contract, that is made before the\ncommencement of a delinquency proceeding under this chapter. However, a transfer\nmay be avoided under § 38.2-1513 if the transfer was made with actual\nintent to hinder, delay, or defraud the insurer, a receiver appointed for the\ninsurer, or existing or future creditors.\n\nF. In exercising the receiver’s rights of disaffirmance or repudiation\nwith respect to any netting agreement or qualified financial contract to which\nan insurer is a party, the receiver for the insurer shall either:\n\n 1. Disaffirm or repudiate all netting agreements and qualified financial\n contracts between a counterparty or any affiliate of the counterparty and the\n insurer that is the subject of the proceeding; or\n\n 2. Disaffirm or repudiate none of the netting agreements and qualified\n financial contracts referred to in subdivision 1, with respect to the person\n or any affiliate of the person.\n\nG. Notwithstanding any other provision of this chapter, provided the receiver\ndisaffirms or repudiates a netting agreement or qualified financial contract\nwithin a reasonable period after the commencement of a delinquency proceeding,\nany claim of a counterparty against the estate arising from the receiver’s\ndisaffirmance or repudiation of a netting agreement or qualified financial\ncontract that has not been previously affirmed in the liquidation or immediately\npreceding rehabilitation shall be determined and shall be allowed or disallowed\nas if the claim had arisen before the date of the filing of the petition for\nliquidation or, if a rehabilitation is converted to a delinquency proceeding, as\nif the claim had arisen before the date of the filing of the petition for\nrehabilitation. The amount of the claim shall be the actual direct compensatory\ndamages determined as of the date of the disaffirmance or repudiation of the\nnetting agreement or qualified financial contract.\n\nH. The provisions of this section shall not apply to persons who are affiliates\nof the insurer that is the subject of the proceeding.\n\nI. All rights of counterparties under this chapter shall apply to netting\nagreements and qualified financial contracts entered into on behalf of the\ngeneral account and any separate account if the assets of such separate account\nare available only to counterparties to netting agreements and qualified\nfinancial contracts and entered into on behalf of such separate account.\n\nHISTORY: 2011, c. 198.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}