A group of hedge funds holding CompuCredit notes sued the issuer and its officers and directors under Georgia’s Uniform Fraudulent Transfer Act, alleging that an insider dividend and planned business spin-off depleted assets while the company faced financial distress. Each trust indenture contained a no-action clause barring noteholders from pursuing remedies relating to the indenture or securities unless stated conditions were satisfied. The district court found the clause inapplicable, but the Eleventh Circuit reversed and remanded for dismissal. Applying New York law, the court held that the clause covered the fraudulent-transfer claims and that the noteholders had not satisfied either exception. Majority ownership did not excuse compliance, and short notice of the dividend did not trigger the prevention doctrine because the conditions were prerequisites to an exception rather than contractual duties. The court also held that officers and directors could invoke the clause even though they were not indenture parties. The claims were therefore barred.