Custodian Agreement, dated as of May 5, 2010



 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 May 5, 2010 







 THIS CUSTODIAN AGREEMENT, dated as of May 5, 2010, is made with respect to the issuance
of Notes and a Certificate by AmeriCredit Automobile Receivables Trust 2010-2 (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 May 5, 2010 (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 May 5, 2010 (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 Files at Office. The Custodian agrees to maintain the Receivable Files at its office located at
4001 Embarcadero, Suite 200, Arlington, 
  

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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, and 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

  

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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 
  

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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 Standard & Poor’s, Ratings Services, a Standard & Poor’s Financial Services LLC
business (“Standard & Poor’s”), and Moody’s Investors Service, Inc. (“Moody’s”) (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 
  

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Fargo Bank, National Association, Sixth and Marquette Avenue, MAC N9311–161, Minneapolis, Minnesota 55479 (facsimile number (612) 667-3464), 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 Standard & Poor’s via electronic delivery to Servicer_reports@sandp.com; 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. 

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. 
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 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/ Marianna C. Stershic

	 Name:
	 	Marianna C. Stershic
	 Title:
	 	Vice President
	
	 AMERICREDIT FINANCIAL SERVICES, INC.,

as Custodian

		
	 By:
	 	 /s/ Susan B. Sheffield

	 Name:
	 	Susan B. Sheffield
	 Title:
	 	Executive Vice President, Structured Finance


 The
foregoing Custodian Agreement 
 is hereby confirmed and accepted 

as of the date first above written. 
  

			
	 AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2010-2,

as Issuer

		
	 By:
	 	 WILMINGTON TRUST COMPANY,

not in its individual capacity but solely
 as
Owner Trustee on behalf of the Trust,



			
		
	 By:
	 	 /s/ Erik E. Overcash

	 Name:
	 	Erik E. Overcash
	 Title:
	 	Assistant Vice President

 [Custodian
Agreement] 







 EXHIBIT A 

CUSTODIAN’S ACKNOWLEDGEMENT 

AmeriCredit Financial Services, Inc. (the “Custodian”), acting as Custodian under a Custodian Agreement, dated as of
May 5, 2010, 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 May 5, 2010 (the “Sale and Servicing Agreement”), among AmeriCredit Automobile Receivables Trust 2010-2, 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 as Schedule I and the Lien Perfection Exception List attached as Schedule II hereto. 

IN WITNESS WHEREOF, AmeriCredit Financial Services, Inc. has caused this acknowledgement to be executed by its duly authorized officer as
of this 20th day of May, 2010. 
  

			
	 AMERICREDIT FINANCIAL SERVICES, INC.,

as Custodian

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	









 SCHEDULE I 

Custodian Exception List 







 SCHEDULE II 

Lien Perfection Exception List