Exhibit 10.2

Execution Copy

CUSTODIAN AGREEMENT

among

AMERICREDIT FINANCIAL SERVICES, INC.,

as Custodian,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trust Collateral Agent

Dated as of October 26, 2011



--------------------------------------------------------------------------------

THIS CUSTODIAN AGREEMENT, dated as of October 26, 2011, is made with respect to
the issuance of Notes and a Certificate by AmeriCredit Automobile Receivables
Trust 2011-5 (the “Issuer”), and is between AMERICREDIT FINANCIAL SERVICES,
INC., as custodian (in such capacity, the “Custodian”) and WELLS FARGO BANK,
NATIONAL ASSOCIATION, a national banking association, as trust collateral agent
(the “Trust Collateral Agent”). Capitalized terms used herein which are not
defined herein shall have the meanings set forth in the Sale and Servicing
Agreement (as hereinafter defined).

W I T N E S S E T H:

WHEREAS, AmeriCredit Financial Services, Inc. (“AFS”) and AFS SenSub Corp. (“AFS
SenSub”) have entered into a Purchase Agreement dated as of October 26, 2011
(the “Purchase Agreement”), pursuant to which AFS has sold, transferred and
assigned to AFS SenSub all of its right, title and interest in and to the
Receivables;

WHEREAS, the Issuer, AFS, as Servicer (the “Servicer”), AFS SenSub and Wells
Fargo Bank, National Association, as Trust Collateral Agent and Backup Servicer,
have entered into a Sale and Servicing Agreement, dated as of October 26, 2011
(the “Sale and Servicing Agreement”), pursuant to which AFS SenSub has sold,
transferred and assigned to the Issuer all of AFS SenSub’s right, title and
interest in and to the Receivables;

WHEREAS, the Trust Collateral Agent wishes to appoint the Custodian to hold the
Receivable Files as the custodian on behalf of the Issuer and the Trust
Collateral Agent;

NOW, THEREFORE, in consideration of the mutual agreements herein contained and
other good and valuable consideration the receipt and adequacy of which are
hereby acknowledged, the parties agree as follows:

1. Appointment of Custodian; Acknowledgement of Receipt. Subject to the terms
and conditions hereof, the Trust Collateral Agent hereby revocably appoints the
Custodian, but shall not be responsible for the acts or omissions of the
Custodian, and the Custodian hereby accepts such appointment, as custodian and
bailee on behalf of the Issuer and the Trust Collateral Agent, to maintain
exclusive custody of the Receivable Files relating to the Receivables from time
to time pledged to the Trust Collateral Agent as part of the Other Conveyed
Property. In performing its duties hereunder, the Custodian agrees to act with
reasonable care, using that degree of skill and attention that a commercial bank
acting in the capacity of a custodian would exercise with respect to files
relating to comparable automotive or other receivables that it services or holds
for itself or others. The Custodian hereby, as of the Closing Date, acknowledges
receipt of the Receivable File for each Receivable listed in the Schedule of
Receivables attached as Schedule A to the Sale and Servicing Agreement subject
to any exceptions noted on the Custodian’s Acknowledgement (as defined below).
As evidence of its acknowledgement of such receipt of such Receivables, the
Custodian shall execute and deliver on the Closing Date the Custodian’s
Acknowledgement attached hereto as Exhibit A, (the “Custodian’s
Acknowledgement”).

2. Maintenance of Receivables mortiz@example.org. The Custodian agrees to maintain
the Receivable Files at its office located at 4001 Embarcadero, Suite 200,
Arlington,



--------------------------------------------------------------------------------

Texas 76014 or at such other office as shall from time to time be identified to
the Trust Collateral Agent upon prior written notice and the Custodian will hold
the Receivable Files in such office on behalf of the Issuer and the Trust
Collateral Agent, clearly identified as being separate from any other
instruments and files on its records, including other instruments and files held
by the Custodian and in compliance with Section 3(c) hereof.

3. Duties of Custodian.

(a) [Reserved].

(b) Safekeeping. The Custodian shall hold the Receivable Files on behalf of the
Trust Collateral Agent clearly identified as being separate from all other files
or records maintained by the Custodian at the same location and shall maintain
such accurate and complete accounts, records and computer systems pertaining to
each Receivable File as will enable the Trust Collateral Agent to comply with
the terms and conditions of the Sale and Servicing Agreement. Each Receivable
representing tangible chattel paper (as such term is defined in the UCC) shall
be stamped on both of the first page and the signature page (if different) to
indicate the assignment and/or pledge of each such Receivable. Each Receivable
shall be identified on the books and records of the Custodian in a manner that
(i) is consistent with the practices of a commercial bank acting in the capacity
of custodian with respect to similar receivables, (ii) indicates that the
Receivables are held by the Custodian on behalf of the Trust Collateral Agent
and (iii) is otherwise necessary, as reasonably determined by the Custodian, to
comply with the terms of this Custodian Agreement. The Custodian shall conduct,
or cause to be conducted, periodic physical inspections of the Receivable Files
held by it under this Custodian Agreement, and of the related accounts, records
and computer systems, in such a manner as shall enable the Trust Collateral
Agent and the Custodian to verify the accuracy of the Custodian’s inventory and
recordkeeping. Such inspections shall be conducted at such times, in such manner
and by such persons including, without limitation, independent accountants, as
the Trust Collateral Agent may request and the cost of such inspections shall be
borne directly by the Custodian and not by the Trust Collateral Agent. The
Custodian shall promptly report to the Trust Collateral Agent any failure on its
part to hold the Receivable Files and maintain its accounts, records and
computer systems as herein provided and promptly take appropriate action to
remedy any such failure. Upon request, the Custodian shall make copies or other
electronic file records (e.g. diskettes, CD’s, etc.) (the “Copies”) of the
Receivable Files and shall deliver such Copies to the Trust Collateral Agent and
the Trust Collateral Agent shall hold such Copies on behalf of the Noteholders.
Subject to Section 3(d) hereof, the Custodian shall at all times (i) maintain
the original or with respect to “electronic chattel paper” as such term is
defined in the UCC, an authoritative copy of the fully executed original retail
installment sales contract or promissory note and (ii) maintain the original of
the Lien Certificate or application therefore (if no such Lien Certificate has
yet been issued), in each case relating to each Receivable in a fireproof vault;
provided, however, the Lien Certificate may be maintained electronically by the
Registrar of Titles of the applicable state pursuant to applicable state laws,
with confirmation thereof maintained by the Custodian or a third party service
provider.

(c) Access to Records. The Custodian shall, subject only to the Custodian’s
security requirements applicable to its own employees having access to similar
records held by the Custodian, which requirements shall be consistent with the
practices of a commercial bank



--------------------------------------------------------------------------------

acting in the capacity of custodian with respect to similar files or records,
and at such times as may be reasonably imposed by the Custodian, permit only the
Noteholders and the Trust Collateral Agent or their duly authorized
representatives, attorneys or auditors to inspect, at the Servicer’s expense,
the Receivable Files and the related accounts, records, and computer systems
maintained by the Custodian pursuant hereto at such times as the Noteholders or
the Trust Collateral Agent may reasonably request.

(d) Release of Documents. Consistent with the practices of a commercial bank
acting in the capacity of custodian with respect to similar files or records,
the Custodian may release any Receivable in the Receivable Files to the
Servicer, if appropriate, under the circumstances provided in Section 3.3(b) of
the Sale and Servicing Agreement.

(e) Administration; Reports. The Custodian shall, in general, attend to all
non-discretionary details in connection with maintaining custody of the
Receivable Files on behalf of the Trust Collateral Agent. In addition, the
Custodian shall assist the Trust Collateral Agent generally in the preparation
of any routine reports to Noteholders or to regulatory bodies, to the extent
necessitated by the Custodian’s custody of the Receivable Files.

(f) Review of Lien Certificates. On or before the Closing Date, the Custodian
shall deliver to the Trust Collateral Agent a listing in the form attached
hereto as Schedule II of Exhibit A, of all Receivables with respect to which a
Lien Certificate, showing AFS (or an Originating Affiliate or a Titled
Third-Party Lender) as secured party, was not included in the related Receivable
File as of such date. In addition, the Custodian shall deliver to the Trust
Collateral Agent an exception report in the form attached hereto as Schedule II
of Exhibit A, (i) no later than the last Business Day of the calendar month
during which the 90th day after the Closing Date occurred, (ii) no later than
the last Business Day of the calendar month during which the 180th day after the
Closing Date occurred and (iii) no later than the last Business Day of the
calendar month during which the 240th day after the Closing Date occurred.

4. Instructions; Authority to Act. The Custodian shall be deemed to have
received proper instructions with respect to the Receivable Files upon its
receipt of written instructions signed by a Responsible Officer of the Trust
Collateral Agent. Such instructions may be general or specific in terms. A copy
of any such instructions shall be furnished by the Trust Collateral Agent to the
Trustee and the Issuer.

5. Custodian Fee. For its services under this Agreement, the Custodian shall be
entitled to reasonable compensation to be paid by the Servicer.

6. Indemnification by the Custodian. The Custodian agrees to indemnify the
Issuer, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer and
the Trustee for any and all liabilities, obligations, losses, damage, payments,
costs or expenses of any kind whatsoever (including the fees and expenses of
counsel) that may be imposed on, incurred or asserted against the Issuer, the
Owner Trustee, the Trust Collateral Agent, the Backup Servicer and the Trustee
and their respective officers, directors, employees, agents, attorneys and
successors and assigns as the result of any act or omission in any way relating
to the maintenance and custody by the Custodian of the Receivable Files;
provided, however, that the Custodian shall not be liable for any portion of any
such liabilities, obligations, losses, damages, payments



--------------------------------------------------------------------------------

or costs or expenses due to the willful misfeasance, bad faith or gross
negligence of the Issuer, the Owner Trustee, the Trust Collateral Agent, the
Backup Servicer or the Trustee or the officers, directors, employees and agents
thereof. In no event shall the Custodian be liable to any third party for acts
or omissions of the Custodian.

7. Advice of Counsel. The Custodian and the Trust Collateral Agent further agree
that the Custodian shall be entitled to rely and act upon advice of counsel with
respect to its performance hereunder as custodian and shall be without liability
for any action reasonably taken pursuant to such advice, provided that such
action is not in violation of applicable Federal or state law.

8. Effective Period, Termination, and Amendment; Interpretive and Additional
Provisions. This Custodian Agreement shall become effective as of the date
hereof and shall continue in full force and effect until terminated as
hereinafter provided. This Custodian Agreement may be amended at any time by
mutual agreement of the parties hereto with the prior written consent of the
Backup Servicer and the Controlling Party, and may be terminated by any party by
giving written notice to the other parties, such termination to take effect no
sooner than thirty (30) days after the date of such notice. So long as AFS is
serving as Custodian, any termination of AFS as Servicer under the Sale and
Servicing Agreement shall terminate AFS as Custodian under this Agreement. Upon
any termination or amendment of this Custodian Agreement, the Trust Collateral
Agent, in the case of amendments, and the party seeking termination, in the case
of terminations, shall give written notice to the Custodian, who shall deliver
such notice to Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s
Ratings Services, a Standard & Poor’s Financial Services LLC business (“S&P”)
(collectively, the “Rating Agencies”). Immediately after receipt of notice of
termination of this Custodian Agreement, the Custodian shall deliver the
Receivable Files to the Trust Collateral Agent on behalf of the Noteholders and
at the Custodian’s expense, at such place or places as the Trust Collateral
Agent may designate, and the Trust Collateral Agent, or its agent, as the case
may be, shall act as custodian for such Receivables Files on behalf of the
Noteholders until such time as a successor custodian has been appointed. If,
within seventy-two (72) hours after the termination of this Custodian Agreement,
the Custodian has not delivered the Receivable Files in accordance with the
preceding sentence, the Trust Collateral Agent may enter the premises of the
Custodian and remove the Receivable Files from such premises. In connection with
the administration of this Agreement, the parties may agree from time to time
upon the interpretation of the provisions of this Agreement as may in their
joint opinion be consistent with the general tenor and purposes of this
Agreement, any such interpretation to be signed by all parties and annexed
hereto.

9. Governing Law. This Custodian Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without regard to the
conflict of law provisions thereof (other than Sections 5-1401 and 5-1402 of the
New York General Obligations Law).

10. Notices. All demands, notices and communications hereunder shall be in
writing, electronically delivered or mailed, and shall be deemed to have been
duly given upon receipt (a) in the case of the Custodian, at the following
address: AmeriCredit Financial Services, Inc., 801 Cherry Street, Suite 3500,
Fort Worth, Texas 76102, Attention: Chief Financial Officer, (b) in the case of
the Trust Collateral Agent, at the following address: Wells



--------------------------------------------------------------------------------

Fargo Bank, National Association, Sixth and Marquette Avenue, MAC N9311–161,
Minneapolis, Minnesota 55479 (facsimile number 279.784.9968), Attention:
Corporate Trust Services/Asset Backed Administration, (c) in the case of
Moody’s, at the following address: 7 World Trade Center at 250 Greenwich Street,
Asset Finance Group, 24th floor, New York, New York 10007, and (d) in the case
of S&P via electronic delivery to mortiz@example.org; for any
information not available in electronic format, hard copies should be sent to
the following address: 55 Water Street, 41st floor, New York, New York
10041-0003, Attention: ABS Surveillance Group, or at such other address as shall
be designated by such party in a written notice to the other parties. Where this
Custodian Agreement provides for notice or delivery of documents to the Rating
Agencies, failure to give such notice or deliver such documents shall not affect
any other rights or obligations created hereunder.

11. Binding Effect. This Custodian Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and
assigns. Concurrently with the appointment of a successor trustee under the Sale
and Servicing Agreement, the parties hereto shall amend this Custodian Agreement
to make said successor trustee, the successor to the Trust Collateral Agent
hereunder.

[Remainder of page intentionally left blank]



--------------------------------------------------------------------------------

IN WITNESS WHEREOF, each of the parties hereto has caused this Custodian
Agreement to be executed in its name and on its behalf by a duly authorized
officer on the day and year first above written.

 

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trust Collateral Agent By:  

/s/ Cheryl Zimmerman

  Name: Cheryl Zimmerman   Title:

AMERICREDIT FINANCIAL SERVICES, INC.,

as Custodian

By:  

/s/ Sheli Fitzgerald

  Name: Sheli Fitzgerald   Title: Vice President, Structured Finance

The foregoing Custodian Agreement

is hereby confirmed and accepted

as of the date first above written.

 

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2011-5, as Issuer

By: WILMINGTON TRUST COMPANY, not in its

individual capacity but solely

as Owner Trustee on behalf of the Trust,

By:  

/s/ Jessica L. Williams

  Name: Jessica L. Williams   Title: Financial Services Officer

[Custodian Agreement]



--------------------------------------------------------------------------------

EXHIBIT A

CUSTODIAN’S ACKNOWLEDGEMENT

AmeriCredit Financial Services, Inc. (the “Custodian”), acting as Custodian
under a Custodian Agreement, dated as of October 26, 2011, between the Custodian
and Wells Fargo Bank, National Association, as Trust Collateral Agent, pursuant
to which the Custodian holds on behalf of the Trust Collateral Agent for the
benefit of the Noteholders certain “Receivable Files,” as defined in the Sale
and Servicing Agreement, dated as of October 26, 2011 (the “Sale and Servicing
Agreement”), among AmeriCredit Automobile Receivables Trust 2011-5, as Issuer,
AFS SenSub Corp., as Seller, AmeriCredit Financial Services, Inc., as Servicer,
and Wells Fargo Bank, National Association, as Trust Collateral Agent and as
Backup Servicer, hereby acknowledges receipt of the Receivable File for each
Receivable listed in the Schedule of Receivables attached as Schedule A to said
Sale and Servicing Agreement, except as noted in the Custodian Exception List
attached hereto as Schedule I and the Lien Perfection Exception List attached
hereto as Schedule II.

IN WITNESS WHEREOF, AmeriCredit Financial Services, Inc. has caused this
acknowledgement to be executed by its duly authorized officer as of this 2nd day
of November, 2011.

 

AMERICREDIT FINANCIAL SERVICES, INC.,

as Custodian By:  

 

  Name:   Title:



--------------------------------------------------------------------------------

SCHEDULE I

Custodian Exception List

[On File with AmeriCredit, the Trustee and Katten Muchin Rosenman LLP]



--------------------------------------------------------------------------------

SCHEDULE II

Lien Perfection Exception List

[On File with AmeriCredit, the Trustee and Katten Muchin Rosenman LLP]
{'dataset': 'atticus_contracts'}