10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 _________________________________________

FORM 10-Q

  _________________________________________

(Mark One)

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2015

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-32426

 _________________________________________

WEX INC.

(Exact name of registrant as specified in its charter)

 _________________________________________

Delaware	01-0526993
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
97 Darling Avenue, South Portland, Maine	04106
(Address of principal executive offices)	(Zip Code)

(207) 773-8171

(Registrant’s telephone number, including area code)

 _________________________________________

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ý  Yes    ¨  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    ý  Yes    ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	ý	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨  Yes    ý  No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at July 24, 2015
Common Stock, $0.01 par value per share	38,652,393 shares

TABLE OF CONTENTS

		Page
PART I-FINANCIAL INFORMATION
Item 1.	Unaudited Condensed Consolidated Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4.	Controls and Procedures	40
PART II-OTHER INFORMATION
Item 1.	Legal Proceedings	41
Item 1A.	Risk Factors	41
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 6.	Exhibits	42
SIGNATURE

FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for statements that are forward-looking and are not statements of historical facts. This Quarterly Report includes forward-looking statements including, but not limited to, statements about management’s plan and goals. Any statements in this Quarterly Report that are not statements of historical facts are forward-looking statements. When used in this Quarterly Report, the words “may,” “could,” “anticipate,” “plan,” “continue,” “project,” “intend,” “estimate,” “believe,” “expect” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such words. Forward-looking statements relate to our future plans, objectives, expectations and intentions and are not historical facts and accordingly involve known and unknown risks and uncertainties and other factors that may cause the actual results or performance to be materially different from future results or performance expressed or implied by these forward-looking statements. The following factors, among others, could cause actual results to differ materially from those contained in forward-looking statements made in this Quarterly Report, in press releases and in oral statements made by our authorized officers: the effects of general economic conditions on fueling patterns, payments, transaction processing activity and the commercial activity of fleets; the effects of the Company’s business expansion and acquisition efforts; the Company’s failure to successfully integrate the businesses it has acquired; the failure of corporate investments to result in anticipated strategic value; the impact and size of credit losses; the impact of changes to the Company's credit standards; breaches of the Company’s technology systems and any resulting negative impact on our reputation, or liabilities, or loss of relationships with customers or merchants; fuel price volatility and changes in fleet fuel efficiency; the Company’s failure to maintain or renew key agreements; failure to expand the Company’s technological capabilities and service offerings as rapidly as the Company’s competitors; the actions of regulatory bodies, including banking and securities regulators, or possible changes in banking regulations impacting the Company’s industrial bank and the Company as the corporate parent; the impact of foreign currency exchange rates on the Company’s operations, revenue and income; changes in interest rates; the impact of the Company’s outstanding notes on its operations; financial loss if the Company determines it necessary to unwind its derivative instrument position prior to the expiration of a contract; the incurrence of impairment charges if our assessment of the fair value of certain of our reporting units changes; the uncertainties of litigation; as well as other risks and uncertainties identified in Item 1A of our Annual Report for the year ended December 31, 2014, filed on Form 10-K with the Securities and Exchange Commission on February 26, 2015. Our forward-looking statements and these factors do not reflect the potential future impact of any, alliance, merger, acquisition, disposition or stock repurchases. The forward-looking statements speak only as of the date of the initial filing of this Quarterly Report and undue reliance should not be placed on these statements. We disclaim any obligation to update any forward-looking statements as a result of new information, future events or otherwise.

2

PART I

Item 1. Financial Statements.

WEX INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

(unaudited)

	June 30, 2015			December 31, 2014
Assets
Cash and cash equivalents	$	184,332		$	284,763
Accounts receivable (less reserve for credit losses of $9,665 in 2015 and $13,919 in 2014)	1,972,141			1,865,538
Securitized accounts receivable, restricted	104,259			—
Income taxes receivable	—			6,859
Available-for-sale securities	18,672			18,940
Fuel price derivatives, at fair value	16,668			40,969
Property, equipment and capitalized software (net of accumulated depreciation of $176,950 in 2015 and $169,382 in 2014)	114,729			105,596
Deferred income taxes, net	11,415			5,764
Goodwill	1,089,271			1,117,149
Other intangible assets, net	461,727			497,297
Other assets	206,559			175,506
Total assets	$	4,179,773		$	4,118,381
Liabilities and Stockholders’ Equity
Accounts payable	$	596,526		$	425,956
Accrued expenses	125,865			137,227
Income taxes payable	3,032			—
Deposits	905,193			979,553
Securitized debt	89,176			—
Borrowed federal funds	50,500			—
Revolving line-of-credit facilities and term loan	720,970			901,564
Deferred income taxes, net	58,766			44,004
Notes outstanding	400,000			400,000
Other debt	51,446			52,975
Amounts due under tax receivable agreement	64,516			69,637
Other liabilities	10,837			13,154
Total liabilities	3,076,827			3,024,070
Commitments and contingencies (Note 14)
Redeemable non-controlling interest	14,992			16,590
Stockholders’ Equity
Common stock $0.01 par value; 175,000 shares authorized; 43,077 shares issued in 2015 and 43,021 in 2014; 38,745 shares outstanding in 2015 and 38,897 in 2014	431			430
Additional paid-in capital	183,655			179,077
Non-controlling interest	13,165			17,396
Retained earnings	1,130,567			1,081,730
Accumulated other comprehensive income	(67,522		)	(50,581		)
Less treasury stock at cost; 4,428 shares in 2015 and 4,218 shares in 2014	(172,342		)	(150,331		)
Total stockholders’ equity	1,087,954			1,077,721
Total liabilities and stockholders’ equity	$	4,179,773		$	4,118,381

See notes to unaudited condensed consolidated financial statements.

3

WEX INC.

CONDENSED CONSOLIDATED STATEMENTS OF

INCOME

(in thousands, except per share data)

(unaudited)

	Three months ended  June 30,						Six months ended  June 30,
	2015			2014			2015			2014
Revenues
Fleet payment solutions	$	135,520		$	145,828		$	264,010		$	281,263
Other payment solutions	78,133			55,753			151,928			102,386
Total revenues	213,653			201,581			415,938			383,649
Expenses
Salary and other personnel	59,091			43,426			117,508			87,328
Restructuring	—			—			8,559			—
Service fees	33,941			27,831			64,011			54,136
Provision for credit losses	3,983			6,803			7,897			15,893
Technology leasing and support	10,021			7,151			19,455			14,178
Occupancy and equipment	5,034			3,761			10,031			8,127
Depreciation, amortization and impairment	20,759			15,176			42,146			30,194
Operating interest expense	1,357			1,599			2,936			2,887
Cost of hardware and equipment sold	684			2,255			1,793			3,203
Other	15,865			13,250			31,659			25,837
Gain on divestiture	—			—			(1,215		)	—
Total operating expenses	150,735			121,252			304,780			241,783
Operating income	62,918			80,329			111,158			141,866
Financing interest expense	(11,916		)	(7,276		)	(24,004		)	(14,632		)
Net foreign currency (loss) gain	(2,161		)	1,238			(6,537		)	2,271
Net realized and unrealized loss on fuel price derivative instruments	(6,000		)	(7,561		)	(3,251		)	(5,716		)
Income before income taxes	42,841			66,730			77,366			123,789
Income taxes	16,441			23,881			30,933			44,860
Net income	26,400			42,849			46,433			78,929
Less: Net loss attributable to non-controlling interests	(92		)	(484		)	(2,404		)	(946		)
Net earnings attributable to WEX Inc.	$	26,492		$	43,333		$	48,837		$	79,875
Net earnings attributable to WEX Inc. per share:
Basic	$	0.68		$	1.12		$	1.26		$	2.05
Diluted	$	0.68		$	1.11		$	1.26		$	2.05
Weighted average common shares outstanding:
Basic	38,739			38,856			38,798			38,911
Diluted	38,799			38,946			38,880			39,031

See notes to unaudited condensed consolidated financial statements.

4

WEX INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)

	Three months ended  June 30,						Six months ended  June 30,
	2015			2014			2015			2014
Net income	$	26,400		$	42,849		$	46,433		$	78,929
Changes in available-for-sale securities, net of tax effect of $(82) and $88 for the three months ended June 30, 2015 and 2014 and $(29) and $131 for the six months ended June 30, 2015 and 2014	(140		)	152			(49		)	226
Foreign currency translation	8,749			7,883			(20,317		)	22,662
Comprehensive income	35,009			50,884			26,067			101,817
Less: comprehensive income (loss)attributable to non-controlling interests	866			(8		)	(5,829		)	310
Comprehensive income attributable to WEX Inc.	$	34,143		$	50,892		$	31,896		$	101,507

See notes to unaudited condensed consolidated financial statements.

5

WEX INC.

CONDENSED CONSOLIDATED

STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

(unaudited)

	Common Stock
	Shares		Amount at par		Additional Paid-in Capital			Accumulated Other Comprehensive (Loss)Income			Treasury Stock			Retained Earnings		Non-controlling interest in subsidiaries			Total Stockholders’ Equity
Balance at December 31, 2013	38,987		$	429	$	168,891		$	(15,495	)	$	(130,566	)	$	879,519	$	519		$	903,297
Stock issued upon exercise of stock options	12		—		158			—			—			—		—			158
Tax benefit from stock option and restricted stock units	—		—		1,232			—			—			—		—			1,232
Stock issued upon vesting of restricted and deferred stock units	76		1		(1		)	—			—			—		—			—
Stock-based compensation, net of share repurchases for tax withholdings			—		2,165			—			—			—		—			2,165
Purchase of shares of treasury stock	(211	)	—		—			—			(19,765		)	—		—			(19,765		)
Changes in available-for-sale securities, net of tax effect of $131	—		—		—			226			—			—		—			226
Foreign currency translation	—		—		—			21,406			—			—		4			21,410
Non-controlling interest investment	—		—		—			—			—			—		1,033			1,033
Net income (loss)	—		—		—			—			—			79,875		(697		)	79,178
Balance at June 30, 2014	38,864		$	430	$	172,445		$	6,137		$	(150,331	)	$	959,394	$	859		$	988,934
Balance at December 31, 2014	38,897		$	430	$	179,077		$	(50,581	)	$	(150,331	)	$	1,081,730	$	17,396		$	1,077,721
Stock issued upon exercise of stock options	2		—		24			—			—			—		—			24
Tax from stock option and restricted stock units	—		—		(234		)	—			—			—		—			(234		)
Stock issued upon vesting of restricted and deferred stock units	56		1		(1		)	—			—			—		—			—
Stock-based compensation, net of share repurchases for tax withholdings			—		4,789			—			—			—		—			4,789
Purchase of shares of treasury stock	(210	)	—		—			—			(22,011		)	—		—			(22,011		)
Changes in available-for-sale securities, net of tax effect of ($29)	—		—		—			(49		)	—			—		—			(49		)
Foreign currency translation	—		—		—			(16,892		)	—			—		(1,168		)	(18,060		)
Non-controlling interest investment	—		—		—			—			—			—		—			—
Net income (loss)	—		—		—			—			—			48,837		(3,063		)	45,774
Balance at June 30, 2015	38,745		$	431	$	183,655		$	(67,522	)	$	(172,342	)	$	1,130,567	$	13,165		$	1,087,954

See notes to unaudited condensed consolidated financial statements.

6

WEX INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Six months ended  June 30,
	2015			2014
Cash flows from operating activities
Net income	$	46,433		$	78,929
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Fair value change of fuel price derivatives	24,301			2,073
Stock-based compensation	7,160			5,540
Depreciation, amortization and impairment	43,687			31,383
Gain on divestiture	(1,215		)	—
Deferred taxes	9,026			14,631
Foreign currency remeasurement	24,460			—
Restructuring charge	8,567			—
Provision for credit losses	7,897			15,893
Loss on disposal of property, equipment and capitalized software	119			338
Changes in operating assets and liabilities:
Accounts receivable	(244,537		)	(499,349		)
Other assets	(32,769		)	(4,647		)
Accounts payable	177,671			181,664
Accrued expenses	(19,133		)	7,289
Income taxes	10,130			(2,707		)
Other liabilities	(3,661		)	350
Amounts due under tax receivable agreement	(5,121		)	(4,749		)
Net cash provided by (used for) operating activities	53,015			(173,362		)
Cash flows from investing activities
Purchases of property, equipment and capitalized software	(27,701		)	(22,604		)
Purchases of available-for-sale securities	(174		)	(2,654		)
Maturities of available-for-sale securities	364			166
Proceeds from divestitures	17,265			—
Net cash used for investing activities	(10,246		)	(25,092		)
Cash flows from financing activities
Excess tax benefits from equity instrument share-based payment arrangements	653			1,232
Repurchase of share-based awards to satisfy tax withholdings	(2,371		)	(3,375		)
Proceeds from stock option exercises	24			158
Net change in deposits	(73,079		)	162,442
Net change in borrowed federal funds	50,500			—
Other debt	(482		)	22,262
Net activity on 2014 revolving credit facility	(168,829		)	—
Net change in securitized debt	90,382			—
Net activity on term loan	(13,750		)	(7,500		)
Purchase of shares of treasury stock	(22,011		)	(19,765		)
Net cash (used for) provided by financing activities	(138,963		)	155,454
Effect of exchange rate changes on cash and cash equivalents	(4,237		)	537
Net change in cash and cash equivalents	(100,431		)	(42,463		)
Cash and cash equivalents, beginning of period	284,763			361,486
Cash and cash equivalents, end of period	$	184,332		$	319,023
Supplemental cash flow information
Interest paid	$	25,391		$	16,822
Income taxes paid	$	11,309		$	32,115

See notes to unaudited condensed consolidated financial statements.

7

WEX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share data)

(unaudited)

1. Basis of Presentation

The acronyms and abbreviations identified below are used in the accompanying unaudited condensed consolidated financial statements and the notes thereto. The following is provided to aid the reader and provide a reference point when reviewing the unaudited condensed consolidated financial statements.

2011 Credit Agreement	Credit agreement entered into on May 23, 2011 among the Company, as borrower, WEX Card Holdings Australia Pty Ltd, a wholly-owned subsidiary of the Company, as specified designated borrower, Bank of America, N.A., as administrative agent and letter of credit issuer, and the other lenders party thereto
2013 Credit Agreement	Amended and restated credit agreement entered into on January 18, 2013 by and among the Company and certain of our subsidiaries, as borrowers, and WEX Card Holdings Australia Pty Ltd, as specified designated borrower, with a lending syndicate
2014 Amendment Agreement	Amendment and restatement agreement entered into on August 22, 2014, among the Company, the lenders party thereto, and Bank of America, N.A., as administrative agent
2014 Credit Agreement	Second amended and restated credit agreement entered into on August 22, 2014, by and among the Company and certain of our subsidiaries, as borrowers, and WEX Card Holding Australia
Adjusted Net Income or ANI	A non-GAAP metric that adjusts net earnings attributable to WEX Inc. to exclude fair value changes of fuel-price related derivative instruments, the amortization of purchased intangibles, the impact of net foreign currency gains and losses, the expense associated with stock-based compensation, acquisition related expenses, the net impact of tax rate changes on the Company’s deferred tax asset and related changes in the tax-receivable agreement, deferred loan costs associated with the extinguishment of debt, certain non-cash asset impairment charges, restructuring charges, gains on the extinguishment of a portion of the tax receivable agreement, gains or losses on divestitures and adjustments attributable to non-controlling interests, as well as the related tax impacts of the adjustments
ASU 2014-09	Accounting Standards Update No. 2014-09 Revenue from Contracts with Customers (Topic 606)
ASU 2015-03	Accounting Standards Update No. 2015-03 Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs
ASU 2015-04	Accounting Standards Update No. 2015-04 Compensation—Retirement Benefits (Topic 715): Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets
Company	WEX Inc. and all entities included in the unaudited condensed consolidated financial statements
European fleet business	Consist primarily of our European commercial fleet card portfolio acquired by the Company from ExxonMobil on December 1, 2014 ("Esso portfolio in Europe")
Evolution1	EB Holdings Corp. and its subsidiaries which includes Evolution1, Inc., acquired by the Company on July 16, 2014
FASB	Financial Accounting Standards Board
GAAP	Generally Accepted Accounting Principles in the United States
Indenture	Indenture dated as of January 30, 2013 among the Company, the guarantors listed therein, and The Bank of New York Mellon Trust Company, N.A., as trustee
NCI	Non-controlling interests
Notes	$400 million notes with a 4.75% fixed rate, issued on January 30, 2013
NOW deposits	Negotiable order of withdrawal deposits
Pacific Pride	Pacific Pride Services, LLC, previously a wholly owned subsidiary, sold on July 29, 2014
rapid! PayCard	rapid! PayCard, previously a line of business of the Company, sold on January 7, 2015
SEC	Securities and Exchange Commission
Securitization Subsidiary	Southern Cross WEX 2015-1 Trust, a bankruptcy-remote subsidiary consolidated by the Company
UNIK	UNIK S.A., the Company's Brazilian 51 percent majority owned subsidiary
WEX	WEX Inc.

8

WEX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data)

(unaudited)

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. They do not include all information and notes required by GAAP for complete financial statements. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the consolidated financial statements included in the Annual Report on Form 10-K of WEX Inc. for the year ended December 31, 2014. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements that are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on February 26, 2015. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2015 are not necessarily indicative of the results that may be expected for any future quarter(s) or the year ending December 31, 2015.

Fair Value of Financial Instruments

The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and other liabilities approximate their respective fair values due to the short-term nature of such instruments. The carrying values of certificates of deposit, interest-bearing money market deposits, borrowed federal funds and credit agreement borrowings approximate their respective fair values as the interest rates on these financial instruments are variable. All other financial instruments are reflected at fair value on the condensed consolidated balance sheets.

2. New Accounting Standards

In May 2014, the FASB issued ASU 2014-09 related to revenue recognition, which will supersede most existing revenue recognition guidance under U.S. GAAP. The new revenue recognition standard requires entities to recognize revenue for the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard permits the use of either the retrospective or cumulative effect transition method. On July 9, 2015, the the Board voted to defer the effective date by one year to interim and annual reporting periods beginning after December 15, 2017, and permitted early adoption of the standard, but not for periods beginning on or before the original effective date of December 15, 2016. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method.

In April 2015, the FASB issued ASU 2015-03 related to the simplification of the presentation of debt issuance costs. The standard requires entities to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. The new standard is effective for interim and annual reporting periods beginning after December 15, 2015. Early adoption is permitted. Entities would apply the new guidance retrospectively to all prior periods and provide the applicable disclosures for a change in accounting principal: (i) the nature of and reason for the change in accounting principle; (ii) the transition method; (iii) a description of the prior-period information that has been retrospectively adjusted; and, (iv) the effect of the change on the financial statement line item. The adoption of this standard affects presentation only and, as such, is not expected to have a material impact on the Company's consolidated financial statements.

In April 2015, the FASB issued ASU 2015-04 related to using a practical expedient for the measurement date of an employer’s defined benefit obligation and plan assets.The new standard gives an entity with a fiscal year-end that does not coincide with a calendar month-end the ability, as a practical expedient, to measure its defined benefit retirement obligations and related plan assets as of the month-end that is closest to its fiscal year-end. Additionally, the new standard provides guidance on accounting for (i) contributions to the plan and (ii) significant events that require a remeasurement (e.g., a plan amendment, settlement, or curtailment) that occur during the period between a month-end measurement date and the employer’s fiscal year-end. An entity should reflect the effects of those contributions or significant events in the measurement of the retirement benefit obligations and related plan assets. As a separate practical expedient, an entity may elect to measure the effects of a significant event as of the calendar month-end closest to the date of the significant event. The new standard is effective for interim and annual reporting periods beginning after December 15, 2015. Early adoption is permitted and the new standard should be applied prospectively. The Company does not believe that the adoption of ASU 2014-05 will have a material impact on its results of operations.

9

WEX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data)

(unaudited)

3. Business Acquisitions

Esso portfolio in Europe

On December 1, 2014, the Company acquired certain assets of the Esso portfolio in Europe through a majority owned subsidiary, WEX Europe Services Limited. The Company formed this entity during 2013 and has 75 percent ownership. The Company paid $379,458 in cash, which includes an $80,000 advance payment made in the third quarter of 2014. The transaction was financed through the Company’s cash on hand and existing credit facility. Under the terms of the transaction, WEX purchased ExxonMobil’s commercial fleet fuel card program which includes operations, funding, pricing, sales and marketing in nine countries in Europe. As part of the transaction, both parties have agreed to enter into a long term supply agreement to serve the current and future Esso Card customers and to grow the business. The Company entered into this transaction in order to expand its presence in the European market and to broaden its international footprint, while laying the foundation for further expansion.

During the fourth quarter of 2014, the Company obtained preliminary information to assist in determining the fair values of certain tangible and intangible assets acquired and liabilities assumed in the Esso portfolio in Europe transaction. During the first six months of 2015, the Company obtained additional information to assist in determining the fair values of certain tangible and intangible assets acquired and liabilities assumed as of the acquisition date. Based on such information, the Company retrospectively adjusted the fiscal year 2014 comparative information resulting in an increase in goodwill of $405, a decrease in accounts receivable of $2, a decrease in the customer relationship intangible asset of $374, a decrease in the licensing agreements intangible asset of $374, and an increase in other tangible assets and liabilities, net, including consideration receivable of $345. Based on such information, the Company recorded intangible assets and goodwill as described below. The Company is still reviewing the valuation as well as performing procedures to verify the completeness and accuracy of the data used in the independent valuation of all assets and liabilities. The Company has not finalized the purchase accounting. Goodwill related to this transaction is expected to be deductible for income tax purposes. The results of operations for the Esso portfolio in Europe are presented in the Company's Fleet Payment Solutions segment.

The following is a summary of the preliminary allocation of the purchase price to the assets and liabilities acquired:

Consideration paid (net of cash acquired and consideration receivable)	$	379,458
Less:
Accounts receivable	303,376
Other tangible assets and liabilities, net	(8,365		)
Licensing agreements(a)	36,605
Customer relationships(b)	7,346
Recorded goodwill	$	40,496

^(a)  Weighted average life – 4.6 years.

^(b)  Weighted average life – 7.2 years.

Supplemental pro forma financial information related to the Esso portfolio in Europe acquisition has not been provided as it would be impracticable to do so. Historical financial information regarding the acquired assets is not accessible and, thus, the amounts would require estimates to be significant and render the disclosure irrelevant.

Acquisition of Evolution1

On July 16, 2014, the Company acquired all of the outstanding stock of Evolution1, a leading provider of cloud-based technology and payment solutions within the healthcare industry, for approximately $532,174 in cash. The transaction was financed through the Company’s cash on hand and existing credit facility. Evolution1 developed and operates an all-in-one, multi-tenant technology platform, card products, and mobile offering that supports a full range of healthcare account types. This includes consumer-directed payments for health savings accounts, health reimbursement arrangements, flexible spending accounts, voluntary employee beneficiary associations, and defined contribution and wellness programs. The Company acquired Evolution1 to enhance the Company's capabilities and positioning in the growing healthcare market.

During the third quarter of 2014, the Company obtained preliminary information to assist in determining the fair values of certain tangible and intangible assets acquired and liabilities assumed in the Evolution1 acquisition. During the fourth quarter of 2014 and the first half of 2015, the Company obtained additional information to assist in determining the fair values of

10

WEX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data)

(unaudited)

certain tangible and intangible assets acquired and liabilities assumed as of the acquisition date. Based on such information, the Company retrospectively adjusted the fiscal year 2014 comparative information resulting in an increase in goodwill of $379, an increase in other tangible assets and liabilities of $127, and an increase in deferred income tax liabilities of $252. There were no changes to the previously reported consolidated statements of operations or statements of cash flows. The valuation of all assets and liabilities have been finalized. Evolution1 had previously recorded goodwill on its financial statements from a prior acquisition, some of which is expected to be deductible for tax purposes. The results of operations for Evolution1 are presented in the Company's Other Payment Solutions segment.

The following is a summary of the allocation of the purchase price to the assets and liabilities acquired:

Consideration paid (net of cash acquired)	$	532,174
Less:
Accounts receivable	8,418
Accounts payable	(175		)
Deferred tax liabilities, net	(68,768		)
Other tangible assets and liabilities, net	(3,712		)
Acquired software and developed technology(a)	70,000
Customer relationships(b)	211,000
Trade name(c)	7,900
Trade name(d)	11,000
Recorded goodwill	$	296,511

^(a)  Weighted average life – 6.4 years.

^(b)  Weighted average life – 9.7 years.

^(c)  Weighted average life – 9.9 years.

^(d)  Indefinite-lived

The following represents unaudited pro forma operational results as if Evolution1 had been included in the Company’s unaudited condensed consolidated statements of operations as of the beginning of the fiscal periods ended:

	Three Months Ended  June 30, 2014		Six months Ended  June 30, 2014
Revenue	$	222,741	$	428,011
Net income attributable to WEX Inc.	$	37,180	$	71,317
Pro forma net income attributable to WEX Inc. per common share:
Net income per share – basic	$	0.96	$	1.83
Net income per share – diluted	$	0.95	$	1.83

The pro forma financial information assumes that the companies were combined as of January 1, 2013, and includes the business combination accounting impact from the acquisition, including acquisition related expenses, amortization charges from acquired intangible assets, interest expense for debt incurred in the acquisition and net income tax effects. The pro forma results of operations do not include any cost savings or other synergies that may result from the acquisition or any estimated integration costs that have been or will be incurred by the Company. The pro forma information as presented above is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal year 2014.

11

WEX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data)

(unaudited)

4. Sale of Subsidiary and Assets

rapid! PayCard

On January 7, 2015, the Company sold the assets of its operations of rapid! PayCard for $20,000, subject to final working capital adjustments which resulted in a pre-tax gain of approximately $1,215. The Company's primary focus in the U.S. continues to be in the fleet, travel, and healthcare industries. As such, the Company divested the operations of rapid! PayCard. The operations of rapid! PayCard were not material to the Company's annual revenue, net income or earnings per share. The Company does not view this divestiture as a strategic shift in its Other Payment Solution segment.

Pacific Pride

On July 29, 2014, the Company sold its wholly owned subsidiary Pacific Pride for $49,664, which resulted in a pre-tax gain of $27,490. The transfer of the operations of Pacific Pride occurred on July 31, 2014. The Company decided to sell the operations of Pacific Pride as it did not align with the long-term strategy of the core fleet business. The operations of Pacific Pride were not material to the Company's annual revenue, net income or earnings per share. Simultaneously with the sale, the Company entered into a multi-year agreement with the buyer that will continue to allow WEX branded card acceptance at Pacific Pride locations. The Company does not view this divestiture as a strategic shift in its Fleet Payment Solution segment.

The following is a summary of the allocation of the assets and liabilities sold:

Consideration received	$	49,664
Less:
Expenses associated with the sale	1,340
Accounts receivable	48,699
Accounts payable	(53,001		)
Other tangible assets and liabilities, net	828
Customer relationships	3,727
Trademarks and trade name	1,444
Goodwill	19,137
Gain on sale	$	27,490

5. Reserves for Credit Losses

In general, the Company’s trade receivables provide for payment terms of 30 days or less. The portfolio of receivables consists of a large group of smaller balance homogeneous amounts that are collectively evaluated for impairment. No customer made up more than seven percent of the outstanding receivables at June 30, 2015.

Receivables are generally written off when they are 150 days past due or declaration of upon bankruptcy by the customer. The Company considers whether to adjust the reserve that is calculated by the analytic model primarily based on other factors, such as the actual charge-offs for the preceding reporting periods, expected charge-offs and recoveries for the subsequent reporting periods, a review of accounts receivable balances which become past due, changes in customer payment patterns, known fraudulent activity in the portfolio, as well as leading economic and market indicators.

As of June 30, 2015, approximately 98 percent of the outstanding balance of total trade accounts receivable was less than 60 days past due. As of June 30, 2014, approximately 99 percent of the total trade accounts receivable outstanding balance was less than 60 days past due.

12

WEX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data)

(unaudited)

The following table presents changes in reserves for credit losses related to accounts receivable:

	Six months ended June 30,
	2015			2014
Balance, beginning of period	$	13,919		$	10,396
Provision for credit losses	7,897			15,893
Charge-offs	(15,019		)	(17,515		)
Recoveries of amounts previously charged-off	2,931			3,644
Currency translation	(63		)	119
Balance, end of period	$	9,665		$	12,537

6. Goodwill and Other Intangible Assets

Goodwill

The changes in goodwill during the first six months of 2015 were as follows:

	Fleet Payment Solutions Segment			Other Payment Solutions Segment			Total
Gross goodwill, January 1, 2015	$	759,855		$	374,424		$	1,134,279
Impact of foreign currency translation	(13,409		)	(1,558		)	(14,967		)
Disposal of certain assets	(147		)	(12,386		)	(12,533		)
Gross goodwill, June 30, 2015	746,299			360,480			1,106,779
Accumulated impairment, June 30, 2015	(1,337		)	(16,171		)	(17,508		)
Net goodwill, June 30, 2015	$	744,962		$	344,309		$	1,089,271

As described in Note 3, the Company adjusted the amount of goodwill as of December 31, 2014 in the accompanying unaudited condensed consolidated balance sheet to account for the measurement period adjustments to the Esso portfolio in Europe purchase price allocation.

The Company had no impairments to goodwill during the six months ended June 30, 2015.

Management is currently evaluating its internal reporting structure and is in the process of determining the impact of the changes on the Company’s segment and goodwill reporting.

13

WEX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data)

(unaudited)

Other Intangible Assets

The changes in other intangible assets during the first six months of 2015 were as follows:

	Net Carrying Amount, January 1, 2015		Amortization			Disposals			Impact of foreign currency translation			Net Carrying Amount, June 30, 2015
Definite-lived intangible assets
Acquired software and developed technology	$	119,509	$	(5,758	)	$	—		$	(1,597	)	$	112,154
Customer relationships	309,450		(15,390		)	(2,329		)	(3,389		)	288,342
Licensing agreements	35,341		(2,128		)	(164		)	(2,934		)	30,115
Patent	1,245		(309		)	—			117			1,053
Trade names	15,373		(590		)	(723		)	(118		)	13,942
Indefinite-lived intangible assets
Trademarks and trade names	16,379		—			—			(258		)	16,121
Total	$	497,297	$	(24,175	)	$	(3,216	)	$	(8,179	)	$	461,727

The following table presents the estimated amortization expense related to the definite-lived intangible assets listed above for the remainder of 2015 and for each of the five succeeding fiscal years:

Remaining 2015	$	24,190
2016	$	47,760
2017	$	47,406
2018	$	43,946
2019	$	40,623
2020	$	37,201

Other intangible assets, net consist of the following:

	June 30, 2015							December 31, 2014
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Definite-lived intangible assets
Acquired software and developed technology	$	148,481	$	(36,327	)	$	112,154	$	150,458	$	(30,949	)	$	119,509
Customer relationships	382,723		(94,381		)	288,342		393,942		(84,492		)	309,450
Licensing agreements	32,590		(2,475		)	30,115		35,726		(385		)	35,341
Patent	2,552		(1,499		)	1,053		2,697		(1,452		)	1,245
Trademarks and trade names	16,675		(2,733		)	13,942		17,786		(2,413		)	15,373
	$	583,021	$	(137,415	)	445,606		$	600,609	$	(119,691	)	480,918
Indefinite-lived intangible assets
Trademarks and trade names						16,121							16,379
Total						$	461,727						$	497,297

14

WEX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data)

(unaudited)

7. Earnings per Share

The following is a reconciliation of the income and share data used in the basic and diluted earnings per share computations for the three and six months ended June 30, 2015 and 2014:

	Three months ended  June 30,				Six months ended  June 30,
	2015		2014		2015		2014
Net earnings attributable to WEX Inc. available for common stockholders – Basic and Diluted	$	26,492	$	43,333	$	48,837	$	79,875
Weighted average common shares outstanding – Basic	38,739		38,856		38,798		38,911
Unvested restricted stock units	43		68		65		96
Stock options	17		22		17		24
Weighted average common shares outstanding – Diluted	38,799		38,946		38,880		39,031

No material amount of shares were considered anti-dilutive during the periods reported.

15

WEX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data)

(unaudited)

8. Derivative Instruments

The Company is exposed to certain market risks relating to its ongoing business operations. Derivative instruments are utilized to manage the Company's commodity price risk. The Company enters into put and call option contracts related to the Company’s commodity price risk, which are based on the wholesale price of gasoline and the retail price of diesel fuel and settle on a monthly basis. These put and call option contracts, or fuel price derivative instruments, are designed to reduce the volatility of the Company’s cash flows associated with its fuel price-related earnings exposure in North America.

During the fourth quarter of 2014 the Company suspended purchases under its fuel derivatives program due to unusually low prices in the commodities market. Management will continue to monitor the fuel price market and evaluate its alternatives as it relates to this hedging program. For the third quarter of 2015, the Company has purchased fuel price sensitive derivative instruments to hedge approximately 60 percent of our anticipated U.S. fuel-price related earnings exposure. For the fourth quarter of 2015 and first quarter of 2016, the amount hedged declines to 40 percent and 20 percent, respectively. At this time, there are no hedges beyond the first quarter of 2016.

Beginning in April 2014, the Company initiated a partial foreign currency exchange hedging program. The Company uses currency forward contracts to offset the foreign currency impact of balance sheet translation. Prior to the first quarter of 2015, the Company managed foreign currency exchange exposure on an intra-quarter basis. Beginning in the first quarter of 2015, the Company held foreign currency exchange contracts that were outstanding over the quarter-end period, minimized foreign cash balances, and expanded the scope of its hedging program to include more currencies. The Company plans to discontinue the foreign currency hedging program in August of 2015. The realized and unrealized gains or losses on the currency forward contracts are reported in earnings within the same unaudited condensed consolidated statement of income line as the impact of the foreign currency translation, net foreign currency (loss) gain.

Accounting guidance requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the unaudited condensed consolidated balance sheet. The Company’s fuel price derivative instruments and foreign currency instruments do not qualify for hedge accounting treatment, and therefore, no such hedging designation has been made.

Derivatives Not Designated as Hedging Instruments

For derivative instruments that are not designated as hedging instruments, the gain or loss on the derivative is recognized in current earnings.

As of June 30, 2015, the Company had the following put and call option contracts related to the Company's commodity fuel price derivatives, which are not designated as hedging contracts and settle on a monthly basis:

	Aggregate Notional Amount (gallons) (a)
Fuel price derivative instruments – unleaded fuel
Option contracts settling July 2015 – March 2016	15,868
Fuel price derivative instruments – diesel
Option contracts settling July 2015 – March 2016	7,857
Total fuel price derivative instruments	23,725

^(a)  The settlement of the put and call option contracts is based upon the New York Mercantile Exchange’s New York Harbor Reformulated Gasoline Blendstock for Oxygenate Blending and the U.S. Department of Energy’s weekly retail on-highway diesel fuel price for the month.

As of June 30, 2015, the Company had the following forward and spot contracts related to its foreign currency exchange contracts, which are not designated as hedging contracts and settle at various dates within approximately 40 days:

	Aggregate Notional Amount ($)
Foreign currency exchange contracts	383,788

16

WEX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data)

(unaudited)

The following table presents information on the location and amounts of derivative fair values in the unaudited condensed consolidated balance sheets:

Derivatives Classified as Assets

Derivatives Classified as Liabilities

June 30, 2015

December 31, 2014

June 30, 2015

December 31, 2014

Derivatives Not Designated as Hedging Instruments

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Commodity contracts

Fuel price derivatives, at fair value

$

16,668

Fuel price derivatives, at fair value

$

40,969

Fuel price derivatives, at fair value

$

—

Fuel price derivatives, at fair value

$

—

Foreign currency exchange contracts

Other assets

$

—

Other assets

$

—

Other liabilities

$

1,433

Other liabilities

$

—

The following table presents information on the location and amounts of derivative gains and losses in the unaudited condensed consolidated statements of income:

		Amount of Gain or (Loss) Recognized in Income on  Derivative
Derivatives Not Designated as Hedging Instruments	Location of Gain or (Loss) Recognized in	Three months ended June 30,						Six months ended  June 30,
	Income on Derivative	2015			2014			2015			2014
Commodity contracts	Net realized and unrealized loss on fuel price derivatives	$	(6,000	)	$	(7,561	)	$	(3,251	)	$	(5,716	)
Foreign currency exchange contracts	Net foreign currency (loss) gain	$	(5,838	)	$	(1,284	)	21,967			$	(1,284	)

9. Financing and Other Debt

2014 Credit Agreement

As of June 30, 2015, the Company has $248,470 of borrowings against its $700,000 revolving credit facility. The outstanding debt under the Company's amortizing term loan arrangement, which expires in January of 2018, totaled $472,500 at June 30, 2015 and $486,250 at December 31, 2014. As of June 30, 2015, amounts outstanding under the amortizing term loan bear interest at a rate of LIBOR plus 225 basis points. The revolving credit facility currently bears interest at a rate equal to, at our option, (a) LIBOR plus 225 basis points, (b) the prime rate plus 125 basis points for our domestic borrowings; and the Eurocurrency rate plus 225 basis points for our international borrowings.

Borrowed Federal Funds

In the second quarter of 2015, the Company increased its federal funds lines of credit by $135,000 to $260,000. As of June 30, 2015, the Company had $50,500 outstanding, at a rate of 0.375 percent, on its $260,000 federal funds lines of credit. As of December 31, 2014 the Company had no outstanding balance on its $125,000 of available credit on these lines.

UNIK debt

UNIK had approximately $6,446 of debt as of June 30, 2015, and $7,975 of debt as of December 31, 2014. UNIK's debt is comprised of various credit facilities held in Brazil, with various maturity dates. The weighted average annual interest rate was 13.5 percent as of June 30, 2015, and 13.9 percent as of December 31, 2014. This debt is classified in Other debt on the Company’s unaudited condensed consolidated balance sheets for the periods presented.

Participation debt

17

WEX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data)

(unaudited)

During the second quarter of 2014, WEX Bank entered into an agreement with a third party bank to fund a customer balance that exceeded WEX Bank's lending limit to an individual customer. This borrowing carries a variable interest rate of 3-month LIBOR plus a margin of 2.25 percent.  The balance of the debt as of both June 30, 2015 and December 31, 2014, was $45,000. The participation debt balance will fluctuate on a daily basis based on customer funding needs, and will range from $0 to $45,000. The participation debt agreement will mature on April 1, 2016. This debt is classified in Other debt on the Company’s unaudited condensed consolidated balance sheets for the periods presented. 

Securitization facility

On April 28, 2015, the Company entered into a one year securitized debt agreement with a bank. Under the terms of the agreement, each month, on a revolving basis, the Company sells certain of its Australian receivables to a bankruptcy-remote subsidiary consolidated by the Company ("Securitization Subsidiary"). The Securitization Subsidiary, in turn, uses the receivables as collateral to issue asset-backed commercial paper ("securitized debt") for approximately 85 percent of the securitized receivables. The amount collected on the securitized receivables is restricted to pay the securitized debt and is not available for general corporate purposes.

The Company pays a variable interest rate on the outstanding balance of the securitized debt, based on the Australian Bank Bill Rate plus an applicable margin. The interest rate as of June 30, 2015, was 2.89 percent. As of June 30, 2015, the Company had $89,176 of securitized debt.

18

WEX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data)

(unaudited)

10. Fair Value

The Company holds mortgage-backed securities, fixed income and equity securities, derivatives (see Note 8, Derivative Instruments) and certain other financial instruments which are carried at fair value. The Company determines fair value based upon quoted prices when available or through the use of alternative approaches, such as model pricing, when market quotes are not readily accessible or available. In determining the fair value of the Company’s obligations, various factors are considered, including: closing exchange or over-the-counter market price quotations; time value and volatility factors underlying options and derivatives; price activity for equivalent instruments; and the Company’s own credit standing.

These valuation techniques may be based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs create the following fair value hierarchy:

• Level 1 – Quoted prices for identical instruments in active markets.

• Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

• Level 3 – Instruments whose significant value drivers are unobservable.

19

WEX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data)

(unaudited)

The following table presents the Company’s assets that are measured at fair value and the related hierarchy levels as of June 30, 2015:

			Fair Value Measurements at Reporting Date Using
	June 30, 2015		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Mortgage-backed securities	$	665	$	—	$	665	$	—
Asset-backed securities	996		—		996		—
Municipal bonds	488		—		488		—
Equity securities	16,523		16,523		—		—
Total available-for-sale securities	$	18,672	$	16,523	$	2,149	$	—
Executive deferred compensation plan trust (a)	$	6,124	$	6,124	$	—	$	—
Fuel price derivatives – unleaded fuel (b)	$	10,590	$	—	$	10,590	$	—
Fuel price derivatives – diesel (b)	6,078		—		—		6,078
Total fuel price derivatives	$	16,668	$	—	$	10,590	$	6,078
Liabilities:
Foreign currency exchange contracts(c)	$	1,433	$	—	$	1,433	$	—

^(a)  The fair value of these instruments is recorded in Other assets.

^(b)  The balance sheet presentation combines unleaded fuel and diesel fuel positions.

^(c)  The fair value of these instruments is recorded in Other liabilities.

The following table presents the Company’s assets and liabilities that are measured at fair value and the related hierarchy levels as of December 31, 2014:

			Fair Value Measurements at Reporting Date Using
	December 31, 2014		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Mortgage-backed securities	$	810	$	—	$	810	$	—
Asset-backed securities	1,165		—		1,165		—
Municipal bonds	554		—		554		—
Equity securities	16,411		16,411		—		—
Total available-for-sale securities	$	18,940	$	16,411	$	2,529	$	—
Executive deferred compensation plan trust (a)	$	5,927	$	5,927	$	—	$	—
Fuel price derivatives – unleaded fuel (b)	$	29,120	$	—	$	29,120	$	—
Fuel price derivatives – diesel (b)	11,849		—		—		11,849
Total fuel price derivatives	$	40,969	$	—	$	29,120	$	11,849

^(a)  The fair value of these instruments is recorded in Other assets.

^(b)  The balance sheet presentation combines unleaded fuel and diesel fuel positions.

The following table presents a reconciliation of the beginning and ending balances for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended:

20

WEX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data)

(unaudited)

	June 30, 2015			June 30, 2014
	Fuel Price Derivatives – Diesel			Fuel Price Derivatives – Diesel
Beginning balance	$	10,261		$	(623	)
Total gains and (losses) – realized/unrealized
Included in earnings (a)	(4,183		)	(1,302		)
Included in other comprehensive income	—			—
Purchases, issuances and settlements	—			—
Transfers (in)/out of Level 3	—			—
Ending balance	$	6,078		$	(1,925	)

(a)Gains and losses (realized and unrealized) associated with fuel price derivatives, included in earnings for the three months ended June 30, 2015 and 2014, are reported in net realized and unrealized losses on fuel price derivatives on the unaudited condensed consolidated statements of income.

The following table presents a reconciliation of the beginning and ending balances for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the six months ended:

	June 30, 2015			June 30, 2014
	Fuel Price Derivatives – Diesel			Fuel Price Derivatives – Diesel
Beginning balance	$	11,848		$	(2,142	)
Total gains and (losses) – realized/unrealized
Included in earnings (a)	(5,770		)	217
Included in other comprehensive income	—			—
Purchases, issuances and settlements	—			—
Transfers (in)/out of Level 3	—			—
Ending balance	$	6,078		$	(1,925	)

(a)Gains and losses (realized and unrealized) associated with fuel price derivatives, included in earnings for the six months ended June 30, 2015 and 2014, are reported in net realized and unrealized losses on fuel price derivatives on the unaudited condensed consolidated statements of income.

$400 Million Notes outstanding

The Notes outstanding as of June 30, 2015, have a carrying value of $400,000 and fair value of $385,500. As of December 31, 2014, the carrying value of the $400,000 in Notes outstanding had a fair value of $388,000. The fair value is based on market rates for the issuance of our debt. The Company determined the fair value of its Notes outstanding are classified as Level 2 in the fair value hierarchy.

Available-for-sale securities and executive deferred compensation plan trust

When available, the Company uses quoted market prices to determine the fair value of available-for-sale securities; such items are classified in Level 1 of the fair-value hierarchy. These securities primarily consist of exchange-traded equity securities.

For mortgage-backed and asset-backed debt securities and bonds, the Company generally uses quoted prices for recent trading activity of assets with similar characteristics to the debt security or bond being valued. The securities and bonds priced using such methods are generally classified as Level 2. The obligations related to the deferred compensation plan trust are classified as Level 1 in the fair value hierarchy because the fair value is determined using quoted prices for identical instruments in active markets.

Foreign currency exchange contracts

Derivatives include foreign currency forward contracts. Our foreign currency forward contracts are valued using an income approach (Level 2) based on the spot rate less the contract rate multiplied by the notional amount. We consider counterparty

21

WEX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data)

(unaudited)

credit risk in the valuation of our derivatives. However, counterparty credit risk did not impact the valuation of our derivatives during 2014 and 2015.

Fuel price derivative instruments

The majority of fuel price derivative instruments entered into by the Company are executed over-the-counter and are valued using internal valuation techniques, as no quoted market prices exist for such instruments. The valuation technique and inputs depend on the type of derivative and the nature of the underlying instrument. The principal technique used to value these instruments is a comparison of the spot price of the underlying instrument to its related futures curve adjusted for the Company’s assumptions of volatility and present value, where appropriate. The fair values of derivative contracts reflect the expected cash the Company will pay or receive upon settlement of the respective contracts.

The key inputs depend upon the type of derivative and the nature of the underlying instrument and include interest rate yield curves, the spot price of the underlying instruments, volatility, and correlation. The item is placed in either Level 2 or Level 3 depending on the observability of the significant inputs to the model. Correlation and inputs with longer tenures are generally less observable.

Fuel price derivative instruments – diesel. The assumptions used in the valuation of the diesel fuel price derivative instruments use both observable and unobservable inputs. There is a lack of price transparency with respect to forward prices for diesel fuel. Such unobservable inputs are significant to the diesel fuel derivative contract valuation methodology.

Quantitative Information About Level 3 Fair Value Measurements. The significant unobservable inputs used in the fair value measurement of the Company’s diesel fuel price derivative instruments designated as Level 3 as of June 30, 2015, are as follows:

	Fair Value		Valuation Technique	Unobservable Input	Range $ per gallon
Fuel price derivatives – diesel	$	6,078	Option model	Future retail price of diesel fuel after June 30, 2015	$3.72 – 3.86

Sensitivity to Changes in Significant Unobservable Inputs. As presented in the table above, the significant unobservable inputs used in the fair value measurement of the Company’s diesel fuel price derivative instruments are the future retail price of diesel fuel from the third quarter of 2015 through the first quarter of 2016. Significant changes in these unobservable inputs in isolation would result in a significant change in the fair value measurement.

22

WEX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data)

(unaudited)

11. Accumulated Other Comprehensive Income

A reconciliation of accumulated other comprehensive income for the three month periods ended June 30, 2015 and 2014, is as follows:

	2015						2014
	Unrealized Gains and Losses on Available- for-Sale Securities			Foreign Currency Items			Unrealized Gains and Losses on Available- for-Sale Securities			Foreign Currency Items
Beginning balance	$	(38	)	$	(75,135	)	$	(359	)	$	(1,063	)
Other comprehensive (loss) income	(140		)	7,791			152			7,407
Ending balance	$	(178	)	$	(67,344	)	$	(207	)	$	6,344

A reconciliation of accumulated other comprehensive income for the six month periods ended June 30, 2015 and 2014, is as follows:

	2015						2014
	Unrealized Gains and Losses on Available- for-Sale Securities			Foreign Currency Items			Unrealized Gains and Losses on Available- for-Sale Securities			Foreign Currency Items
Beginning balance	$	(129	)	$	(50,452	)	$	(433	)	$	(15,062	)
Other comprehensive (loss) income	(49		)	(16,892		)	226			21,406
Ending balance	$	(178	)	$	(67,344	)	$	(207	)	$	6,344

No amounts were reclassified from accumulated other comprehensive income in the periods presented.

The change in foreign currency items is primarily due to the foreign currency translation of non-cash assets such as goodwill and other intangible assets related to the Company's foreign subsidiaries.

The total tax effect on accumulated unrealized losses, as of June 30, 2015, was $933, and the total tax effect on accumulated unrealized net gain, as of June 30, 2014, was $364.

12. Non-controlling interests

On August 30, 2012, the Company acquired a 51 percent ownership interest in UNIK. Redeemable non-controlling interest was measured at fair value at the date of acquisition. The redeemable non-controlling interest is reported on the Company’s unaudited condensed consolidated balance sheets as “Redeemable non-controlling interest."

A reconciliation of redeemable non-controlling interest for the three and six month periods ended June 30, 2015 and June 30, 2014, is as follows:

	Three months ended  June 30,					Six months ended  June 30,
	2015		2014			2015			2014
Balance, beginning of period	$	13,647	$	19,338		$	16,590		$	18,729
Net gain (loss) attributable to redeemable non-controlling interest	670		(82		)	659			(249		)
Currency translation adjustment	675		476			(2,257		)	1,252
Ending balance	$	14,992	$	19,732		$	14,992		$	19,732

23

WEX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data)

(unaudited)

On December 1, 2014, WEX acquired the assets of ExxonMobil's Esso portfolio in Europe through its majority owned subsidiary, WEX Europe Services Limited. The Company formed this entity during 2013 and has 75 percent ownership.

A reconciliation of non-controlling interest for the three and six month periods ended June 30, 2015 and June 30, 2014 is as follows:

	Three months ended  June 30,						Six months ended  June 30,
	2015			2014			2015			2014
Balance, beginning of period	$	13,644		$	228		$	17,396		$	519
Non-controlling interest investment	—			1,033			—			1,033
Net loss attributable to non-controlling interest	(762		)	(402		)	(3,063		)	(697		)
Currency translation adjustment	283			—			(1,168		)	4
Ending balance	$	13,165		$	859		$	13,165		$	859

24

WEX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data)

(unaudited)

13. Income Taxes

Undistributed earnings of certain foreign subsidiaries of the Company amounted to $11,494 at June 30, 2015, and $7,733 at December 31, 2014. These earnings are considered to be indefinitely reinvested, and accordingly, no U.S. federal and state income taxes have been provided thereon. Upon distribution of these earnings in the form of dividends or otherwise, the Company would be subject to both U.S. income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to the various foreign countries. The Company has determined that the amount of taxes attributable to these undistributed earnings is not practicably determinable.

14. Commitments and Contingencies

Litigation

The Company is involved in pending litigation in the ordinary course of business. In the opinion of management, such litigation will not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

15. Restructuring

In the first half of 2015 the Company recorded initial restructuring costs of approximately $8,559 related to the Company's global review of operations. This global review identified certain initiatives to further streamline the business, improve the Company's efficiency, and to globalize the Company's operations, all with an objective to improve scale and increase profitability going forward. The costs related to this initiative are employee termination benefits. No costs were paid during the second quarter of 2015. These costs are expected to be paid during the remainder of 2015 and 2016. The Company has determined that the amount of expense related to this program is probable and estimable and has recorded the impact on the unaudited condensed consolidated statements of income and in Accrued expenses on the unaudited condensed consolidated balance sheet.

The following table presents the Company’s restructuring charges for the six months ended June 30, 2015:

	Accrual Balance at December 31, 2014		Restructuring Charges	Reserve Release	Cash Paid	Impact of foreign currency translation		Accrual Balance at June 30, 2015
2015 Restructuring:
Employee separation costs	$	—	8,559	—	—	$	263	$	8,822

16. Segment Information

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer. The operating segments are reviewed separately because each operating segment represents a strategic business unit that generally offers different products and serves different markets. The operating segments are aggregated into the two reportable segments as described below.

The Company’s chief operating decision maker evaluates the operating results of the Company’s operating and reportable segments based upon revenues and adjusted pre-tax income before NCI which adjusts income before income taxes to exclude fair value changes of fuel price derivative instruments, net foreign currency gains and losses, the amortization of acquired intangible assets, the expense associated with stock-based compensation, acquisition related expenses and adjustments, the net impact of tax rate changes on the Company’s deferred tax asset and related changes in the tax-receivable agreement, deferred loan costs associated with the extinguishment of debt, certain non-cash asset impairment charges, gains on

25

WEX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data)

(unaudited)

the extinguishment of a portion of the tax receivable agreement, restructuring charges, gain or losses on divestitures and adjustments attributable to non-controlling interests.

The Company operates in two reportable segments, Fleet Payment Solutions and Other Payment Solutions. The Fleet Payment Solutions segment provides customers with payment and transaction processing services specifically designed for the needs of vehicle fleet customers. This segment also provides information management services to these fleet customers. The Other Payment Solutions segment provides customers with a payment processing solution for their corporate purchasing and transaction monitoring needs. Revenue in this segment is derived from our corporate purchase cards and virtual and prepaid card products. The corporate purchase card products are used by businesses to facilitate purchases of products and to utilize the Company’s information management capabilities. The results of operations for Evolution1 are presented in the Company's Other Payment Solutions segment. Evolution1 contributed net revenues of approximately $48,860 and are not significant to the adjusted pre-tax income before NCI. Management is currently evaluating its internal reporting structure and is in the process of determining the impact of the changes on the Company’s segment and goodwill reporting.

Net realized and unrealized losses on derivative instruments are allocated to the Fleet Payment Solutions segment in the computation of segment results for internal evaluation purposes. Total assets are not allocated to the segments.

Beginning in the second quarter of 2015, adjusted net income attributable to WEX Inc. excludes net foreign currency gains and losses. For comparative purposes, adjusted net income attributable to WEX Inc. for the prior periods has been adjusted to reflect the exclusion of net foreign currency gains and losses and differs from the figure previously reported due to this adjustment. Management believes this information is useful to investors to facilitate comparison of operating results and better identify trends in our businesses.

The following table presents the Company’s reportable segment results on an adjusted pre-tax net income before NCI basis for the three months ended June 30, 2015 and 2014:

	Total Revenues		Operating Interest Expense		Depreciation and Amortization		Adjusted Pre-Tax Income before NCI
Three months ended June 30, 2015
Fleet payment solutions	$	135,520	$	421	$	6,975	$	49,490
Other payment solutions	78,133		936		1,768		26,426
Total	$	213,653	$	1,357	$	8,743	$	75,916
Three months ended June 30, 2014
Fleet payment solutions	$	145,828	$	586	$	6,436	$	57,621
Other payment solutions	55,753		1,013		410		24,714
Total	$	201,581	$	1,599	$	6,846	$	82,335

26

WEX INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data)

(unaudited)

The following table presents the Company’s reportable segment results on an adjusted pre-tax net income before NCI basis for the six months ended June 30, 2015 and 2014:

	Total  Revenues		Operating  Interest Expense		Depreciation and  Amortization		Adjusted Pre-Tax Income before NCI
Six months ended June 30, 2015
Fleet payment solutions	$	264,010	$	1,161	$	14,433	$	94,774
Other payment solutions	151,928		1,775		3,538		52,109
Total	$	415,938	$	2,936	$	17,971	$	146,883
Six months Ended June 30, 2014
Fleet payment solutions	$	281,263	$	1,110	$	12,813	$	105,328
Other payment solutions	102,386		1,777		764		40,920
Total	$	383,649	$	2,887	$	13,577	$	146,248

The following table reconciles adjusted pre-tax income before NCI to income before income taxes:

	Three months ended  June 30,						Six months ended  June 30,
	2015			2014			2015			2014
Adjusted pre-tax income before NCI	$	75,916		$	82,335		$	146,883		$	146,248
Unrealized loss on fuel price derivatives	(14,956		)	(4,896		)	(24,301		)	(2,073		)
Net foreign currency (loss) gain	(2,161		)	1,238			(6,537		)	2,271
Amortization of acquired intangible assets	(12,016		)	(8,330		)	(24,175		)	(16,617		)
Stock-based compensation	(3,942		)	(3,117		)	(7,160		)	(5,540		)
Expenses and adjustments related to acquisitions	—			(500		)	—			(500		)
Restructuring	—			—			(8,559		)	—
Gain on divestitures	—			—			1,215			—
Income before income taxes	$	42,841		$	66,730		$	77,366		$	123,789

27

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

We intend for this discussion to provide the reader with information that will assist in understanding our financial statements, the changes in key items in those financial statements from year to year, and the primary factors that accounted for those changes, as well as how certain accounting estimates affect our financial statements. The discussion also provides information about the financial results of the two segments of our business to provide a better understanding of how those segments and their results affect our financial condition and results of operations as a whole. This discussion should be read in conjunction with our audited consolidated financial statements as of December 31, 2014, the notes accompanying those financial statements and management’s discussion and analysis as contained in our Annual Report on Form 10-K filed with the SEC on February 26, 2015 and in conjunction with the unaudited condensed consolidated financial statements and notes inItem 1ofPart Iof this report.

Overview

WEX is a leading provider of corporate card payment solutions. We have expanded the scope of our business into a multi-channel provider of corporate payment solutions. We currently operate in two business segments: Fleet Payment Solutions and Other Payment Solutions. Our business model enables us to provide exceptional payment security and control across a spectrum of payment sectors. The Fleet Payment Solutions segment provides customers with fleet vehicle payment processing services specifically designed for the needs of commercial and government fleets. Fleet Payment Solutions revenue is earned primarily from payment processing, account servicing and transaction processing, with the majority of revenue generated by payment processing. Management estimates that WEX fleet cards are accepted at over 90 percent of fuel locations in each of the United States and Australia. The Other Payment Solutions segment provides customers with payment processing solutions for their corporate purchasing and transaction monitoring needs through our payment products. Other Payment Solutions revenue is earned primarily from payment processing revenue from our virtual card product. The Other Payment Solutions segment has operations in North America, Europe, Australia and Brazil.

The Company’s U.S. operations include WEX, Fleet One,WEX Bank and Evolution1. Our international operations include our wholly-owned subsidiaries WEX Fuel Cards Australia, WEX Prepaid Cards Australia, WEX New Zealand and WEX Europe, located in England, and our majority equity positions in UNIK, a Brazil based company, and our majority owned subsidiary WEX Europe Services, headquartered in England.

Summary

Below are selected items from the second quarter of 2015:

• Other payment solutions purchase volume grew by approximately $1.3 billion from the second quarter of 2014 to $5.7 billion for the second quarter of 2015, an increase of 31 percent, primarily driven by our acquisition of Evolution1 in July of 2014 and also due to virtual card volume increases.

• Average number of vehicles serviced increased 24 percent from the second quarter of 2014 to approximately 9.8 million for the second quarter of 2015, primarily driven by our the acquisition of our European fleet business in December of 2014.

• Total fuel transactions processed increased 5 percent from the second quarter of 2014 to 103.1 million for the second quarter of 2015. Total payment processing transactions in our Fleet Payment Solutions segment increased 11 percent to 86.7 million for the second quarter of 2015 as compared to the same quarter in 2014. Transaction processing transactions decreased 19 percent to 16.4 million for the second quarter of 2015, as compared to the same quarter in 2014, primarily due to the divestiture of Pacific Pride in July of 2014.

• Average expenditure per payment processing transaction in our Fleet Payment Solutions segment decreased 22 percent to $68.98 for the second quarter of 2015, from $88.46 for the same period in the prior year. The average U.S. fuel price per gallon during the second quarter of 2015 was $2.74, a 27 percent decrease over the same period in the prior year. The average Australian fuel price per gallon during the second quarter of 2015 was $3.91, a 28 percent decrease as compared to the same period in the prior year. Although we have partially hedged against the impact of domestic fuel price fluctuations on earnings, if prices remain low, our future revenue and earnings will be negatively impacted.

• Credit loss expense in the Fleet Payment Solutions segment was $3.1 million during the second quarter of 2015, as compared to $6.3 million during the second quarter of 2014. Spend volume decreased 14 percent in the second quarter of 2015, as compared to the same quarter last year and our credit losses were 5.3 basis points of fuel expenditures for the second quarter of 2015, as compared to 9.1 basis points of fuel expenditures for the same period last year.

• Realized gains on our fuel price derivatives during the second quarter of 2015 were $9.0 million as compared to a realized loss of $2.7 million for the same period in the prior year.

• In the first half of 2015, we experienced fluctuations in exchange rates that resulted in a significant devaluation of major currencies to which our business is exposed, including the Australian dollar, the Euro and the British Pound Sterling.

28

Our foreign currency exchange exposure is primarily related to the re-measurement of our cash, receivable and payable balances that are denominated in these foreign currencies. In April 2014, we initiated a partial foreign currency exchange hedging program, which we plan to discontinue in August of 2015. Movements in these exchange rates associated with our foreign held currencies combined with the results of our foreign currency exchange hedging program resulted in a loss of $2.2 million for the second quarter of 2015.

• On April 28, 2015, we entered into a one year securitized debt agreement with a bank. Under the terms of the agreement, each month, on a revolving basis, we sell certain of its Australian receivables to a bankruptcy-remote subsidiary consolidated by us ("Securitization Subsidiary"). The Securitization Subsidiary, in turn, uses the receivables as collateral to issue asset-backed commercial paper ("securitized debt") for approximately 85 percent of the securitized receivables. The amount collected on the securitized receivables is restricted to pay the securitized debt and is not available for general corporate purposes.

• Our effective tax rate was 38.4 percent for the second quarter of 2015 as compared to 35.8 percent for the second quarter of 2014. Discrete items in the second quarter of 2015 contributed to the higher effective tax rate, as compared to the second quarter of 2014. Future tax rates may fluctuate due to changes in the mix of earnings among different tax jurisdictions. Our tax rate may also fluctuate due to the impacts that rate and mix changes have on our net deferred tax assets. We anticipate that our future GAAP effective tax rate should be within the range of our historical rates.

29

Results of Operations

Fleet Payment Solutions

The following table reflects comparative operating results and key operating statistics within our Fleet Payment Solutions segment:

(in thousands, except per transaction and per gallon data)	Three months ended June 30,						Increase (decrease)					Six months ended  June 30,						Increase (decrease)
	2015			2014			Amount			Percent		2015			2014			Amount			Percent
Revenues
Payment processing revenue	$	80,127		$	94,550		$	(14,423	)	(15	)%	$	153,070		$	180,252		$	(27,182	)	(15	)%
Transaction processing revenue	4,927			5,250			(323		)	(6	)%	9,610			10,140			(530		)	(5	)%
Account servicing revenue	25,360			20,112			5,248			26	%	49,243			39,467			9,776			25	%
Finance fees	19,069			17,661			1,408			8	%	38,064			34,981			3,083			9	%
Other	6,037			8,255			(2,218		)	(27	)%	14,023			16,423			(2,400		)	(15	)%
Total revenues	135,520			145,828			(10,308		)	(7	)%	264,010			281,263			(17,253		)	(6	)%
Total operating expenses	97,413			88,682			8,731			10	%	201,286			177,414			23,872			13	%
Operating income	38,107			57,146			(19,039		)	(33	)%	62,724			103,849			(41,125		)	(40	)%
Net foreign currency (loss) gain	(1,231		)	1,146			(2,377		)	(207	)%	(1,587		)	1,029			(2,616		)	(254	)%
Financing interest expense	(8,593		)	(7,276		)	(1,317		)	18	%	(17,830		)	(14,632		)	(3,198		)	22	%
Net realized and unrealized gains on derivative instruments	(6,000		)	(7,561		)	1,561			(21	)%	(3,251		)	(5,716		)	2,465			(43	)%
Income before income taxes	$	22,283		$	43,455		$	(21,172	)	(49	)%	$	40,056		$	84,530		$	(44,474	)	(53	)%
Key operating statistics (a)
Payment processing revenue:
Payment processing transactions	86,700			78,390			8,310			11	%	168,634			151,717			16,917			11	%
Average expenditure per payment processing transaction	$	68.98		$	88.46		$	(19.48	)	(22	)%	$	67.16		$	87.24		$	(20.08	)	(23	)%
Average price per gallon of fuel
Domestic – ($/gal)	$	2.74		$	3.76		$	(1.02	)	(27	)%	$	2.66		$	3.70		$	(1.04	)	(28	)%
Australia – ($/gal)	$	3.91		$	5.44		$	(1.53	)	(28	)%	$	3.82		$	5.39		$	(1.57	)	(29	)%
Transaction processing revenue:
Transaction processing transactions (b)	16,448			20,183			(3,735		)	(19	)%	32,625			39,436			(6,811		)	(17	)%
Account servicing revenue:
Average number of vehicles serviced	9,798			7,927			1,871			24	%	9,535			7,857			1,678			21	%

^(a) As of December 1, 2014, these key operating statistics include fuel related payment processing transactions and gallons of fuel from the European fleet business.

^(b) As of July 31, 2014, excludes transactions from Pacific Pride LLC.

30

Summary

Our payment processing revenue decreased, as compared to the same period in the prior year, primarily due to the large decline in fuel prices. During the second quarter of 2015, we had an 11 percent increase in our payment processing transactions, as compared to the same period in the prior year. Our focus is on bringing value to our customers, and our attrition rates remain low. We also continue to drive new customer acquisitions. Our domestic fleet organic growth was partially offset by a softness in sales, primarily driven by a slowdown in purchased fuel volume in the large fleet market. These decreases in organic growth were offset by our European fleet business, purchased in December of 2014, where we are encouraged by favorable trends in the European market.

Revenues

Payment processing revenue decreased $14.4 million for the second quarter of 2015 as compared to the second quarter of 2014 and $27.2 million for the first half of 2015 as compared to the same period in the prior year. These decreases are primarily due to a decrease in the average domestic price per gallon of fuel in 2015 as compared to 2014. These decreases were partially offset by an increase in payment processing volume primarily related to the acquisition of our European fleet business in December of 2014.

Our account servicing revenue increased $5.2 million for the second quarter of 2015 as compared to the same period in 2014 and $9.8 million for the first half of 2015 as compared to the same period in the prior year. These increases are primarily due to an increase in revenue related to the acquisition of our European fleet business in December of 2014, and growth in our WEX Telematics business.

Our finance fees revenue increased $1.4 million for the second quarter of 2015 as compared to the same period in 2014 and $3.1 million for the first half of 2015 as compared to the same period in the prior year. These increases are primarily due to additional factoring revenue as well as higher late fees associated with changes to our waiver practice. Payments for customer receivables are generally due within thirty days or less, excluding our FlexCard program. Late fee revenue is earned when a customer’s receivable balance becomes delinquent. The late fee is calculated using a stated late fee rate based on the outstanding balance. The absolute amount of such outstanding balances can be attributed to (i) changes in fuel prices; (ii) customer specific transaction volume; and (iii) customer specific delinquencies. Late fee revenue can also be impacted by (i) changes in late fee rates and (ii) increases or decreases in the number of customers with overdue balances.

Operating Expenses

The following table compares selected expense line items within our Fleet Payment Solutions segment for the three months ended:

					Increase (decrease)
(in thousands)	June 30, 2015		June 30, 2014		Amount			Percent
Expense
Salary and other personnel	$	42,529	$	35,941	$	6,588		18	%
Service fees	$	14,937	$	10,601	$	4,336		41	%
Provision for credit losses	$	3,137	$	6,332	$	(3,195	)	(50	)%
Technology leasing and support	$	6,061	$	4,525	$	1,536		34	%

NM - Not meaningful

Changes in operating expenses for the second quarter of 2015, as compared to the same period in the prior year, include the following:

Salary and other personnel expenses increased $6.6 million for the second quarter of 2015 as compared to the same period last year. The increase is primarily due to an increase in headcount related to the acquisition of our European fleet business in December of 2014.

Service fees increased by $4.3 million for the second quarter of 2015 as compared to the same period last year. Service fees increased compared to the prior year due to expenses associated with the the acquisition of our European fleet business in December of 2014. This increase was partially offset by a decrease in service fees related to the divestiture of Pacific Pride that occurred on July 31, 2014.

Provision for credit losses decreased by $3.2 million for the second quarter of 2015 as compared to the same period in the prior year. We generally measure our credit loss performance by calculating credit losses as a percentage of total fuel

31

expenditures on the payment processing transactions. This metric for credit losses was 5.3 basis points of fuel expenditures for the second quarter of 2015, compared to 9.1 basis points of fuel expenditures for the same period last year. We generally use a roll rate methodology to calculate the amount necessary for our ending receivable reserve balance. This methodology considers total receivable balances, recent charge off experience, recoveries on previously charged off accounts, and the dollars that are delinquent to calculate the total reserve. In addition, management undertakes a detailed evaluation of the receivable balances to help further ensure overall reserve adequacy. The reduced expense we recognized in the quarter is a reflection of lower fleet receivables as compared to the same quarter last year, primarily as a result of lower fuel prices.

Technology leasing and support expenses increased $1.5 million for the second quarter of 2015 as compared to the same period in the prior year. This increase is primarily due to the acquisition of our European fleet business in December of 2014.

The following table compares selected expense line items within our Fleet Payment Solutions segment for the six months ended:

					Increase (decrease)
(in thousands)	June 30, 2015		June 30, 2014		Amount			Percent
Expense
Salary and other personnel	$	85,166	$	72,343	$	12,823		18	%
Restructuring	$	8,559	$	—	$	8,559		NM
Service fees	$	27,137	$	20,079	$	7,058		35	%
Provision for credit losses	$	6,779	$	15,224	$	(8,445	)	(55	)%
Technology leasing and support	$	11,682	$	9,084	$	2,598		29	%
Depreciation, amortization and impairment	$	28,574	$	26,841	$	1,733		6	%

NM - Not meaningful

Salary and other personnel expenses increased $12.8 million for the first half of 2015 as compared to the same period last year. The increase is primarily due to an increase in headcount related to the acquisition of our European fleet business in December of 2014.

In the first half of 2015 we recorded restructuring costs of approximately $8.6 million related to our global review of operations. The costs related to this initiative are employee termination benefits and are expected to be paid during the remainder of 2015 and 2016.

Service fees increased by $7.1 million for the first half of 2015 as compared to the same period last year. Service fees increased compared to the prior year due to expenses associated with the acquisition of our European fleet business in December of 2014.

Provision for credit losses decreased by $8.4 million for the first half of 2015 as compared to the same period in the prior year. Credit losses were 6.0 basis points of fuel expenditures for the first half of 2015, compared to 11.5 basis points of fuel expenditures for the same period last year. The reduced expense we recognized in the first half of 2015 is a reflection of lower fleet receivables as compared to the same period last year, primarily as a result of lower fuel prices.

Technology leasing and support expenses increased $2.6 million for the first half of 2015 as compared to the same period in the prior year. This increase is primarily due to the acquisition of our European fleet business in December of 2014.

Depreciation, amortization and impairment expenses increased $1.7 million for the first half of 2015, as compared to the same period in the prior year. This increase in depreciation expense is primarily related to depreciation and amortization expense related to the acquisition of the Esso portfolio in Europe.

Fuel price derivatives

We own fuel price derivative instruments that we purchase on a periodic basis to manage the impact of the volatility in domestic fuel prices on our cash flows. These fuel price derivative instruments do not qualify for hedge accounting. Accordingly, realized and unrealized gains and losses on our fuel price sensitive derivative instruments affect our net income.

32

Changes in fair value and settlements of these instruments and the changes in average fuel prices in relation to the underlying strike price of the instruments are shown in the following table:

	Three months ended  June 30,						Six months ended  June 30,
(in thousands, except per gallon data)	2015			2014			2015			2014
Fuel price derivatives, at fair value, beginning of period	$	31,624		$	(4,535	)	$	40,969		$	(7,358	)
Net change in fair value	(6,000		)	(7,561		)	(3,251		)	(5,716		)
Cash payments on settlement	(8,956		)	2,665			(21,050		)	3,643
Fuel price derivatives, at fair value, end of period	$	16,668		$	(9,431	)	$	16,668		$	(9,431	)
Collar range:
Floor	$	3.37		$	3.36		$	3.36		$	3.37
Ceiling	$	3.43		$	3.42		$	3.42		$	3.43
Domestic average fuel price, beginning of period	$	2.56		$	3.69		$	2.56		$	3.53
Domestic average fuel price, end of period	$	2.79		$	3.76		$	2.79		$	3.76

Changes in fuel price derivatives for the three and six months ended June 30, 2015, as compared to the corresponding periods a year ago, are attributable to the movements in fuel prices in the corresponding periods. As of June 30, 2015, the projected future price of fuel is below the average future floor price of our derivatives, resulting in a net asset on our unaudited condensed consolidated balance sheet. Losses that are realized on these derivatives are offset by higher payment processing revenue we receive because such revenues are dependent, in part, on the current price of fuel. Conversely, realized gains are offset by lower payment processing revenue.

During the fourth quarter of 2014 we suspended purchases under our fuel derivatives program due to unusually low prices in the commodities market. Management will continue to monitor the fuel price market and evaluate our alternatives as it relates to this hedging program. For the third quarter of 2015, we have purchased fuel price sensitive derivative instruments to hedge approximately 60 percent of our anticipated U.S. fuel-price related earnings exposure. For the fourth quarter of 2015 and first quarter of 2016, the amount hedged declines to 40 percent and 20 percent, respectively. At this time, there are no hedges beyond the first quarter of 2016.

The Company currently does not plan to hedge our fuel price risk exposure for WEX Fuel Cards Australia, or the European fleet business as the earnings exposure to fuel price movements are typically more limited than it is domestically.

Loss on foreign currency transactions

In the first half of 2015, we experienced fluctuations in exchange rates that resulted in a significant devaluation of major currencies to which our business is exposed, including the Australian dollar, the Euro and the British Pound Sterling. Our foreign currency exchange exposure is primarily related to the re-measurement of our cash, receivable and payable balances that are denominated in these foreign currencies. Furthermore, the acquisition of our European fleet business in December of 2014 has increased this type of exposure. In April 2014, we initiated a partial foreign currency exchange hedging program which we plan to discontinued in August of 2015. The results of these hedges are recorded in Net foreign currency (loss) gain. Management will continue to monitor foreign exchange rates and the impact to the operations of the business. The fluctuations in exchange rates combined with the results of the foreign currency exchange hedging program resulted in a loss of $1.2 million for the second quarter of 2015 and a loss of $1.6 million for the first half of 2015.

Financing interest expense

Financing interest expense increased $1.3 million for the second quarter of 2015 as compared to the second quarter of the prior year and increased $3.2 million for the first half of 2015 as compared to the same period in the prior year. On August 22, 2014, we entered into the 2014 Credit Agreement. The 2014 Credit Agreement amends and restates the 2013 Credit Agreement. The 2014 Credit Agreement increased the outstanding amount of the term loans from $277.5 million to $500.0 million, and accordingly, financing interest expense related to the term loan outstanding was higher in 2015 as compared to the same periods in 2014.

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Other Payment Solutions

The following table reflects comparative operating results and key operating statistics within our Other Payment Solutions segment:

	Three months ended  June 30,					Increase (decrease)					Six months ended  June 30,					Increase (decrease)
(in thousands, except payment solutions purchase volume in millions)	2015			2014		Amount			Percent		2015			2014		Amount			Percent
Revenues
Payment processing revenue	$	47,954		$	40,147	$	7,807		19	%	$	92,446		$	72,049	$	20,397		28	%
Transaction processing revenue	1,309			1,652		(343		)	(21	)%	2,916			3,347		(431		)	(13	)%
Account servicing revenue	13,114			3,596		9,518			265	%	26,179			6,769		19,410			287	%
Finance fees	1,332			1,352		(20		)	(1	)%	2,528			2,794		(266		)	(10	)%
Other	14,424			9,006		5,418			60	%	27,859			17,427		10,432			60	%
Total revenues	78,133			55,753		22,380			40	%	151,928			102,386		49,542			48	%
Total operating expenses	53,322			32,570		20,752			64	%	103,494			64,369		39,125			61	%
Operating income	24,811			23,183		1,628			7	%	48,434			38,017		10,417			27	%
Net foreign currency (loss) gain	(930		)	92		(1,022		)	NM		(4,950		)	1,242		(6,192		)	NM
Financing interest expense	(3,323		)	—		(3,323		)	NM		(6,174		)	—		(6,174		)	NM
Income before income taxes	$	20,558		$	23,275	$	(2,717	)	(12	)%	$	37,310		$	39,259	$	(1,949	)	(5	)%
Key operating statistics
Payment processing revenue: (a)
Payment solutions purchase volume	$	5,683		$	4,339	$	1,344		31	%	$	10,723		$	8,010	$	2,713		34	%

NM - Not meaningful

^(a) Excludes payment processing volume from rapid! Paycard, which was sold on January 7, 2015, and UNIK. As of July 16, 2014, includes interchange volume from Evolution1.

Summary

The growth this quarter was primarily driven by the travel virtual product and healthcare product. Purchase volume came in as expected, and we continued to work on expanding relationships with existing partners, onboard new customers and sign contract extensions during the quarter. We are focused on globalizing our virtual card product and pursuing value-added enhancements to our core service offering to meet the needs of our customers in high-growth markets. Our penetration in Asia remains at an early stage, and we are encouraged by the interest our travel offering has received.

Revenues

Payment processing revenue increased $7.8 million for the second quarter of 2015 as compared to the same period in the prior year and increased $20.4 million for the first half of 2015 as compared to the same period in the prior year. These increases were primarily due to revenue associated with Evolution1, which was acquired in July of 2014, as well as higher corporate charge card purchase volume from our virtual WEX Travel product. The net interchange rate for the second quarter was 84 basis points, down 2 basis points as compared to the same period in the prior year, primarily due to renegotiated contracts.

Account servicing revenue increased $9.5 million for the second quarter of 2015 as compared to the same period in the prior year and increased $19.4 million for the first half of 2015 as compared to the same period in the prior year. These increases are primarily due to revenue associated with Evolution1.

Other revenue for the second quarter of 2015 increased by approximately $5.4 million as compared to the same period in the prior year and increased $10.4 million for the first half of 2015 as compared to the same period in the prior year. These increases are primarily due to revenues associated with Evolution1, as well as changes in fees charged to customers in Brazil.

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Operating Expenses

The following table compares selected expense line items within our Other Payment Solutions segment for the three months ended:

					Increase (decrease)
(in thousands)	June 30, 2015		June 30, 2014		Amount		Percent
Expense
Salary and other personnel	$	16,562	$	7,485	$	9,077	121	%
Service fees	$	19,003	$	17,230	$	1,773	10	%
Technology leasing and support & occupancy and equipment	$	5,298	$	2,708	$	2,590	96	%
Depreciation, amortization and impairment	$	6,761	$	1,734	$	5,027	290	%

Salary and other personnel expenses increased $9.1 million for the second quarter of 2015 as compared to the same period in the prior year. The increase is primarily due to increased employee compensation expenses from the acquisition of Evolution1 and is partially offset by the divestiture of rapid! PayCard on January 7, 2015.

Service fees increased $1.8 million for the second quarter of 2015 as compared to the same period in the prior year. This increase is primarily related to the operations of Evolution1, and is partially offset by a decrease in product servicing fees related to the divestiture of rapid! PayCard.

Technology leasing and support and occupancy and equipment expense collectively increased $2.6 million for the second quarter of 2015 as compared to the same period last year. This increase is primarily due to additional expenses from Evolution1.

Depreciation, amortization and impairment expenses increased $5.0 million for the second quarter of 2015 as compared to the same period in the prior year. This increase is primarily related to amortization expense associated with the intangible assets acquired with Evolution1.

The following table compares selected expense line items within our Other Payment Solutions segment for the six months ended:

					Increase (decrease)
(in thousands)	June 30, 2015		June 30, 2014		Amount		Percent
Expense
Salary and other personnel	$	32,341	$	14,985	$	17,356	116	%
Service fees	$	36,874	$	34,057	$	2,817	8	%
Technology leasing and support & occupancy and equipment	$	10,419	$	5,992	$	4,427	74	%
Depreciation, amortization and impairment	$	13,571	$	3,353	$	10,218	305	%
Other	$	7,373	$	3,536	$	3,837	109	%

Salary and other personnel expenses increased $17.4 million for the first half of 2015 as compared to the same period in the prior year. The increase is primarily due to increased employee compensation expenses from the acquisition of Evolution1 and is partially offset by the divestiture of rapid! PayCard on January 7, 2015.

Service fees increased $2.8 million for the first half of 2015 as compared to the same period in the prior year. This increase is primarily related to the operations of Evolution1, and is partially offset by a decrease in product servicing fees related to the divestiture of rapid! PayCard.

Technology leasing and support and occupancy and equipment expense collectively increased $4.4 million for the second quarter of 2015 as compared to the same period last year. This increase is primarily due to additional expenses from the acquisition of Evolution1 and the expansion of our virtual product in Europe.

Depreciation, amortization and impairment expenses increased $10.2 million for the first half of 2015 as compared to the same period in the prior year. This increase is primarily related to amortization expense associated with the intangible assets acquired with Evolution1.

Other expenses increased $3.8 million for the first half of 2015 as compared to the same period in the prior year. This increase is primarily due to additional expenses from the acquisition of Evolution1.

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Loss on foreign currency transactions

In the first half of 2015, we experienced fluctuations in exchange rates that resulted in a significant devaluation of major currencies to which our business is exposed, including the Australian dollar, the Euro and the British Pound Sterling. Our foreign currency exchange exposure is primarily related to the re-measurement of our cash, receivable and payable balances that are denominated in these foreign currencies. In April 2014, we initiated a partial foreign currency exchange hedging program which we plan to discontinue in August of 2015. These fluctuations in exchange rates combined with the results of the foreign currency exchange hedging program resulted in a $0.9 million loss for the second quarter of 2015 and a loss of $5.0 million for the first half of 2015.

Financing interest expense

Financing interest expense increased $3.3 million for the second quarter of 2015 as compared to the second quarter of the prior year and increased $6.2 million for the first half of 2015 as compared to the same period in the prior year. The increases are due to the debt incurred to purchase Evolution1.

Non-GAAP financials measures

In addition to providing financial measurements based on GAAP, we publicly discuss additional financial measures, such as Adjusted Net Income, that are not prepared in accordance with GAAP, or non-GAAP financial measures. Although Adjusted Net Income is not calculated in accordance with GAAP, this measure is integral to our reporting and planning processes. We consider this measure integral because it eliminates the non-cash volatility associated with the fuel price related derivative instruments, and excludes other specified items that our management excludes in evaluating our performance. Specifically, in addition to evaluating our performance on a GAAP basis, management evaluates our performance on a basis that excludes the above items because:

• Exclusion of the non-cash, mark-to-market adjustments on fuel-price related derivative instruments helps management identify and assess trends in our underlying business that might otherwise be obscured due to quarterly non-cash earnings fluctuations associated with fuel-price related derivative contracts.

• The non-cash, mark-to-market adjustments on fuel-price related derivative instruments are difficult to forecast accurately, making comparisons across historical and future quarters difficult to evaluate.

• Net foreign currency gains and losses primarily result from the remeasurement to functional currency of foreign currency cash, receivable and payable balances, certain intercompany notes and any gain or loss on foreign currency hedges relating to these items. The exclusion of these items will improve the comparison of operating results.

• The amortization of purchased intangibles, deferred loan costs associated with the extinguishment of debt, acquisition related expenses, non-cash adjustments related to our tax receivable agreement and adjustments attributable to non-controlling interest have no significant impact on the ongoing operations of our business.

• Stock-based compensation is different from other forms of compensation, as it is a non-cash expense. For example, a cash salary generally has a fixed and unvarying cash cost. In contrast, the expense associated with an equity-based award is generally unrelated to the amount of cash ultimately received by the employee, and the cost to us is based on a stock-based compensation valuation methodology and underlying assumptions that may vary over time.

• The gain or loss from a divestiture is not indicative of the performance of the ongoing operations of our business.

• We consider certain acquisition-related costs, such as investment banking fees, transition expenses, such as termination benefits, financing fees and warranty and indemnity insurance, to be unpredictable, dependent on factors that may be outside of our control and unrelated to the continuing operations of the acquired business or the Company. In addition, the size and complexity of an acquisition, which often drives the magnitude of acquisition-related costs, may not be indicative of such future costs. We believe that excluding acquisition-related costs facilitates the comparison of our financial results to our historical operating results and to other companies in our industry.

For the same reasons, we believe that Adjusted Net Income may also be useful to investors as one means of evaluating our performance. However, because Adjusted Net Income is a non-GAAP measure, it should not be considered as a substitute for, or superior to, net income, operating income or cash flows from operating activities as determined in accordance with GAAP. In addition, Adjusted Net Income as used by us may not be comparable to similarly titled measures employed by other companies.

The following table reconciles Adjusted Net Income to net earnings attributable to WEX Inc.:

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	Three months ended  June 30,						Six months ended  June 30,
	2015			2014			2015			2014
Adjusted Net Income attributable to WEX Inc.	$	48,317		$	53,100		$	94,535		$	94,091
Unrealized loss on fuel price derivatives	(14,956		)	(4,896		)	(24,301		)	(2,073		)
Net foreign currency (loss) gain	(2,161		)	1,238			(6,537		)	2,271
Amortization of acquired intangible assets	(12,016		)	(8,330		)	(24,175		)	(16,617		)
Stock-based compensation	(3,942		)	(3,117		)	(7,160		)	(5,540		)
Restructuring	—			—			(8,559		)	—
Gain on divestiture	—			—			1,215			—
Expenses and adjustments related to acquisitions	—			(500		)	—			(500		)
ANI adjustments attributable to non-controlling interests	765			271			3,618			420
Tax impact	10,485			5,567			20,201			7,823
Net earnings attributable to WEX Inc.	$	26,492		$	43,333		$	48,837		$	79,875

The tax impact of the adjustments used to calculate Adjusted Net Income is the difference between our GAAP tax provision and a pro forma tax provision based upon our Adjusted Net Income before taxes. The methodology utilized for calculating our Adjusted Net Income tax provision is the same methodology utilized in calculating our GAAP tax provision.

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Liquidity, Capital Resources and Cash Flows

We believe that our cash generating capability and financial condition, together with our revolving credit agreement, term loan and $400 million in Notes outstanding, as well as other available methods of financing (including deposits, borrowed federal funds and our securitization facility), are adequate to meet our operating, investing and financing needs.

The table below summarizes our cash activities:

(in thousands)	Six months ended  June 30,
	2015			2014
Net cash provided by (used for) operating activities	$	53,015		$	(173,362	)
Net cash used for investing activities	(10,246		)	(25,092		)
Net cash (used for) provided by financing activities	(138,963		)	155,454

WEX Bank issued certificates of deposit in various maturities ranging between one month and two years and with fixed interest rates ranging from 0.40 percent to 1.05 percent as of June 30, 2015. As of June 30, 2015, we had approximately $217.6 million of certificates of deposit outstanding, compared to $566.8 million of certificates of deposits outstanding as of June 30, 2014. Certificates of deposit are subject to regulatory capital requirements.

As of June 30, 2015, we had approximately $299.3 million of interest-bearing money market deposits with a weighted average interest rate of 0.24 percent, compared to $317.8 million of interest-bearing money market deposits at June 30, 2014, with a weighted average interest rate of 0.23 percent. WEX Bank also has non-interest bearing NOW account deposits and non-interest bearing customer deposits. As of June 30, 2015, we had $349.5 million of non-interest bearing NOW account deposits and $38.7 million of non-interest bearing customer deposits outstanding. As of June 30, 2014, we had $345.0 million of non-interest bearing NOW account deposits and $21.7 million of non-interest bearing customer deposits outstanding. Deposits are subject to regulatory capital requirements.

In the second quarter of 2015, we increased the federal funds lines of credit by $135 million to $260 million. As June 30, 2015, we had $50.5 million outstanding on our $260.0 million federal funds lines of credit. As of June 30, 2014, we had no outstanding balance on our $125.0 million of available credit on these lines.

We added $27.7 million in capital additions during the first half of 2015, primarily related to the development of internal-use software as we expand globally and provide competitive products and services to our customers. We expect total capital expenditures for 2015 to be approximately $65 to $70 million.

We purchased $22.0 million in treasury shares during the first six months of 2015.

Liquidity

WEX Bank utilizes brokered deposits, NOW deposits and borrowed federal funds to finance our accounts receivable. We continue to have access to these short-term borrowing instruments to fund our accounts receivable. Our cash balance for the first half of 2015 decreased by $100.4 million, deposits and borrowed federal funds increased by $22.6 million and our financing debt decreased by $182.6 million. Our accounts receivable decreased $244.5 million and our accounts payable decreased $177.7 million, primarily due to lower fuel prices.

In general, our trade receivables provide for payment terms of 30 days or less. Receivables not paid within the terms of the customer agreement are generally subject to late fees based upon the outstanding customer receivable balance. As of June 30, 2015, approximately 91 percent of the outstanding balance of $2.1 billion, was less than 30 days past due and approximately 98 percent of the outstanding balance was less than 60 days past due. As of June 30, 2014, approximately 97 percent of the outstanding balance of $2.2 billion, was less than 30 days past due and approximately 99 percent of the outstanding balance was less than 60 days past due.

On January 30, 2013, the Company entered into the 2013 Credit Agreement, among the Company and a syndicate of lenders. The 2013 Credit Agreement provided for a five-year amortizing $300 million term loan facility, and a five-year $800 million secured revolving credit facility with a $150 million sub-limit for letters of credit. The indebtedness covenant under the 2013 Credit Agreement required that the Company reduce the revolving commitments under the 2013 Credit Agreement on a dollar-for-dollar basis to the extent that the Company issued more than $300 million in principal amount of senior or senior subordinated notes of the Company. Subject to certain conditions, including obtaining relevant commitments, the Company had the option to increase the facility by up to an additional $100 million.

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The 2013 Credit Agreement replaced the 2011 Credit Agreement, dated as of May 23, 2011. The 2013 Credit Agreement increased the outstanding amount of the term loan from $185 million to $300 million and increased the availability under the revolving credit facility from $700 million to $800 million. On January 30, 2013, the Company completed a $400 million offering in aggregate principal amount of 4.75 percent senior notes due 2023 at an issue price of 100.0 percent of the principal amount, plus accrued interest, if any, from January 30, 2013, in a private placement for resale to “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, as amended, and in offshore transactions pursuant to Regulation S under the Securities Act of 1933, as amended. The Notes were issued pursuant to the Indenture dated as of January 30, 2013 among the Company, the guarantors listed therein, and The Bank of New York Mellon Trust Company, N.A., as trustee. The Notes will mature on February 1, 2023, and interest will accrue at the rate of 4.75 percent per annum. Interest is payable semiannually in arrears on February 1 and August 1 of each year, commencing on August 1, 2013. As a result of the issuance of the Notes, on January 30, 2013, the revolving loan commitment under the 2013 Credit Agreement was reduced to $700 million.

On August 22, 2014 we entered into the 2014 Amendment Agreement and the 2014 Credit Agreement, to modify certain terms of out existing bank borrowing agreements, including the 2013 Credit Agreement, in order to permit the additional financing and investments necessary to facilitate the consummation of the Esso portfolio in Europe transaction. The amendments provided for a new tranche of term loans in an aggregate principal amount equal to $222.5 million for a total term loan facility of $500 million, a $700 million secured revolving credit facility with a $150 million sublimit for letters of credit and a $20 million sublimit for swingline loans, that either mature or terminate on January 31, 2018.

On April 28, 2015, we entered into a one year securitized debt agreement with a bank. Under the terms of the agreement, each month, on a revolving basis, we sell certain of its Australian receivables to a bankruptcy-remote subsidiary consolidated by us ("Securitization Subsidiary"). The Securitization Subsidiary, in turn, uses the receivables as collateral to issue asset-backed commercial paper ("securitized debt") for approximately 85 percent of the securitized receivables. The amount collected on the securitized receivables is restricted to pay the securitized debt and is not available for general corporate purposes.

We pay a variable interest rate on the outstanding balance based on the Australian Bank Bill Rate plus an applicable margin, which as of June 30, 2015, was 2.89 percent. As of June 30, 2015, we had $89.2 million of securitized debt.

As of June 30, 2015, we have approximately 2.6 years left on our $700 million revolving credit facility and have $248.5 million of borrowings against it. The outstanding debt under our amortizing term loan arrangement, which expires in January of 2018, totaled $472.5 million at June 30, 2015 and $486.3 million at December 31, 2014. As of June 30, 2015, amounts outstanding under the amortizing term loan bear interest at a rate of LIBOR plus 225 basis points. The revolving credit facility currently bears interest at a rate equal to, at our option, (a) LIBOR plus 225 basis points, (b) the prime rate plus 175 basis points for our domestic borrowings; and the Eurocurrency rate plus 225 basis points for our international borrowings.

We decreased our overall financing debt (2014 Credit Agreement and Notes), excluding the impact of foreign currency exchange rates, by $182.6 million during the first half of 2015 with a balance outstanding of $1.1 billion as of June 30, 2015.

Our credit agreement contains various financial covenants requiring us to maintain certain financial ratios. In addition to the financial covenants, the credit agreement contains various customary restrictive covenants including restrictions in certain situations on the payment of dividends. WEX Bank is not subject to certain of these restrictions. We have been, and expect to continue to be, in compliance with all material covenants and restrictions.

On January 7, 2015, we sold our operations of rapid! PayCard for $20.0 million which resulted in a pre-tax gain of approximately $1.2 million.

As of June 30, 2015, we have approximately $45.3 million in cash located in our foreign entities, outside of the United States.

Undistributed earnings of certain foreign subsidiaries of the Company amounted to $11.5 million as of June 30, 2015. We currently do not plan to repatriate these earnings. If we were to distribute such earnings in the form of dividends or otherwise, the Company would be subject to both U.S. income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to the various foreign countries. The Company’s primary tax jurisdictions are the United States and Australia.

Earnings outside of the U.S. are accompanied by certain financial risks, such as changes in foreign currency exchange rates. Changes in foreign currency exchange rates may reduce the reported value of our foreign currency revenues, net of expenses, and cash flows. We cannot predict changes in currency exchange rates, the impact of exchange rate changes, nor the degree to which we will be able to manage the impact of currency exchange rate changes.

In April 2014 we initiated a partial foreign currency exchange hedging program. In 2014 we managed foreign currency exchange exposure on an intra-quarter basis. Beginning in the first quarter of 2015, we held contracts outstanding over the quarter end period, minimized foreign cash balances, and expanded the scope of our hedging program to include more currencies. We plan to discontinue the foreign currency hedging program in August of 2015. We will continue to monitor our foreign currency exposure for discrete items and may, from time to time, hedge certain forieng currency transactions.

39

Management believes that we can adequately fund our cash needs for at least the next 12 months.

Off-balance Sheet Arrangements

Letters of credit. As of June 30, 2015, we had posted letters of credit totaling $5.2 million as collateral under the terms of our lease agreement for our corporate offices and other corporate matters.

Purchase of Treasury Shares

The following table presents stock repurchase program activity for the three and six months ended June 30, 2015, and June 30, 2014:

	Three months ended June 30,						Six months ended June 30,
	2015			2014			2015			2014
(in thousands)	Shares	Cost		Shares	Cost		Shares	Cost		Shares	Cost
Treasury stock purchased	—	$	—	30	$	2,817	210.0	$	22,011	211.0	$	19,765

Critical Accounting Policies and Estimates

We have no material changes to our critical accounting policies and estimates discussed in our Annual Report on Form 10-K for the year ended December 31, 2014.

Recently Adopted Accounting Standards

See Note 2 to the Unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We have no material changes to the disclosure on this matter made in our Annual Report on Form 10-K for the year ended December 31, 2014.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The principal executive officer and principal financial officer of WEX Inc. evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. “Disclosure controls and procedures” are controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports that it files or submits under the Securities Exchange Act of 1934, within the time periods specified in the SEC’s rules and forms, is recorded, processed, summarized and reported, and is accumulated and communicated to the company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based on their evaluation, the principal executive officer and principal financial officer of WEX Inc. concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2015.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended June 30, 2015, our most recently completed fiscal quarter, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II

Item 1. Legal Proceedings.

As of the date of this filing, we are not involved in any material legal proceedings. We also were not involved in any material legal proceedings that were terminated during the second quarter of 2015. However, we are subject to legal proceedings and claims in the ordinary course of business, none of which we believe are likely to have a material adverse effect on our financial position, results of operations or cash flows.

Item 1A. Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2014, which could materially affect our business, financial condition or future results. The risks described in this report and in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On September 13, 2013, our Board of Directors approved a share repurchase program authorizing the purchase of up to $150.0 million worth of our common stock from time to time until September 30, 2017.

We did not purchase shares of our common stock during the second quarter of 2015. The approximate dollar value of shares that were available to be purchased under the current repurchase program was $108.2 million million as of June 30, 2015.

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Item 6. Exhibits.

The exhibit index attached to this Quarterly Report on Form 10-Q is hereby incorporated by reference.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	WEX INC.
July 31, 2015	By:	/s/ Steven A. Elder
		Steven A. Elder
		Senior Vice President and CFO
		(principal financial officer and principal accounting officer)

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EXHIBIT INDEX

	Exhibit No.	Description
	3.1	Certificate of Incorporation (incorporated by reference to Exhibit No. 3.1 to our Current Report on Form 8-K filed with the SEC on March 1, 2005, File No. 001-32426)
	3.2	Certificate of Ownership and Merger merging WEX Transitory Corporation with and into Wright Express Corporation (incorporated by reference to Exhibit No. 3.1 to our Current Report on Form 8-K filed with the SEC on October 30, 2012, File No. 001-32426)
	3.3	Amended and Restated By-Laws of WEX Inc. (incorporated by reference to Exhibit No. 3.1 to our Current Report on Form 8-K filed with the SEC on October 30, 2012, File No. 001-32426)
	4.2	Indenture, dated as of January 30, 2013, among WEX Inc., the Guarantors named therein, and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit No. 4.1 to our Current Report on Form 8-K filed with the SEC on February 1, 2013, File No. 001-32426)
*	10.1	Receivables Acquisition and Servicing agreement, dated April 28, 2015, among WEX Australia Pty Ltd., WEX Fuel Cards Australia Ltd., (collectively known as "Sellers"), The Bank of Tokyo-Mitsubishi UFJ, Ltd. ("Manager"), Perpetual Corporate Trust Limited ("Buyer") and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as administrative agent, managing agent and financial institution
*	10.2	Southern Cross WEX 2015-1 Trust Guaranty and Indemnity Agreement, dated April 28, 2015, among WEX Inc. (“Guarantor”) and Perpetual Corporate Trust Limited (“Trustee”)
*	10.3	General Security Agreement dated April 28, 2015, among Perpetual Corporate Trust Limited (“Grantor”) and P.T. Limited (ABN 67 004 454 666) (“Secured Party”)
*	10.4	Southern Cross WEX 2015-1 Trust Trust Class A Facility Deed dated April 28, 2015, among Perpetual Corporate Trust Limited ("Trustee"), The Bank of Tokyo-Mitsubishi UFJ, Ltd. (“Manager”) and The Bank of Tokyo-Mitsubishi UFJ, Ltd., Sydney Branch (“Class A Facility Provider”)
*	10.5	Southern Cross WEX 2015-1 Trust Trust Class B Facility Deed dated April 28, 2015, among Perpetual Corporate Trust Limited (“Trustee”), The Bank of Tokyo-Mitsubishi UFJ, Ltd. (“Manager”) and WEX Australia Pty Ltd (“Class B Facility Provider”)
*	31.1	Certification of Chief Executive Officer of WEX INC. pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended
*	31.2	Certification of Chief Financial Officer of WEX INC. pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended
*	32.1	Certification of Chief Executive Officer of WEX INC. pursuant to Rule 13a-14(b) promulgated under the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code
*	32.2	Certification of Chief Financial Officer of WEX INC. pursuant to Rule 13a-14(b) promulgated under the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code
	101.INS	XBRL Instance Document
	101.SCH	XBRL Taxonomy Extension Schema Document
	101.CAL	XBRL Taxonomy Calculation Linkbase Document
	101.LAB	XBRL Taxonomy Label Linkbase Document
	101.PRE	XBRL Taxonomy Presentation Linkbase Document
	101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

* These exhibits have been filed with this Quarterly Report on Form 10-Q.

44

EX-10.1

Southern Cross WEX 2015-1 Trust - Receivables Acquisition and Servicing Agreement

Dated            28 April    2015

WEX Australia Pty Ltd (ABN 68 005 970 570) (“PrincipalSeller”, “Servicer”, “Seller”, and “Class B Facility Provider”)

WEX Fuel Cards Australia Ltd (ABN 33 008 962 132) (“Seller”)

The Bank of Tokyo-Mitsubishi UFJ, Ltd. (ABN 75 103 418 882) (“Manager”)

Perpetual Corporate Trust Limited (ABN 99 000 341 533) in its capacity as trustee of the Southern Cross WEX 2015-1 Trust (“Buyer”)

The Bank of Tokyo-Mitsubishi UFJ, Ltd., Sydney Branch (ABN 75 103 418 882) (“Class A Facility Provider”)

King & Wood Mallesons

Level 61

Governor Phillip Tower

1 Farrer Place

Sydney NSW 2000

T +61 2 9296 2000

F +61 2 9296 3999

DX 113 Sydney

www.kwm.com

Ref: PS/JK/AH

Southern Cross WEX 2015-1 Trust - Receivables Acquisition and Servicing Agreement

Contents

Details1

General terms4

1Sale and purchase facility    4

1.1Sale and purchase    4

1.2No obligation    4

1.3Appointment of Agent    4

1.4Authorisation    4

1.5Acceptance    5

1.6Reliance    5

1.7No ownership by Servicer and Seller    5

1.8No assumption of obligations by the Buyer    5

1.9Substitution Period    5

2Offer to sell    6

2.1Sale Notice    6

2.2Offer constituted by Sale Notice    6

2.3Revocation of Notice    7

2.4Deemed representation    7

3Acceptance of offer to sell    7

3.1Acceptance of offer    7

3.2Effect of acceptance    7

3.3Purchase Price    7

3.4Monthly rebalancing    8

ࣩ King & Wood Mallesons 12168846_15 Southern Cross WEX 2015-1 Trust - Receivables Acquisition and Servicing Agreement i

4Conditions precedent    9

4.1Conditions to giving Sale Notice    9

4.2Further conditions    9

4.3Benefit of conditions    9

5Appointment of Servicer    9

5.1Appointment    9

5.2Acceptance by Servicer    9

5.3Delegation by Servicer    9

5.4Servicing Fee    10

5.5Delegation    10

6Adjustments    10

7Application of Collections    10

7.1Servicer and Seller to hold Collections on trust for Buyer    10

7.2Collection duties    11

7.3Segregation and remittance of funds    11

7.4Amortisation Events    11

7.5Records of Servicer    12

8Reporting    12

8.1Monthly Receivables Report and Receivables List    12

8.2Daily Receivables Report    12

8.3Computer access    12

8.4Information on Debtors    13

9Relevant Receivables    13

9.1Request    13

ࣩ King & Wood Mallesons 12168846_15 Southern Cross WEX 2015-1 Trust - Receivables Acquisition and Servicing Agreement ii

9.2Purchased Ineligible Receivable    13

10Repurchase option    13

10.1Request    13

10.2Acceptance    13

10.3Payment    14

10.4Permitted disposal    14

11Call option    14

11.1Request    14

11.2Extinguishment    14

11.3Other matters    14

11.4Payment    15

12Undertakings    15

12.1General undertakings    15

12.2Negative covenants    19

13Servicer’s undertakings    20

14Change of Servicer    22

14.1Retirement    22

14.2Removal    22

14.3Obligations of retiring Servicer and Successor Servicer    22

14.4If a Successor Servicer is appointed/Notice to Debtors    22

14.5Authorisation    23

14.6No other action    24

15Manager    24

15.1Role of Manager    24

ࣩ King & Wood Mallesons 12168846_15 Southern Cross WEX 2015-1 Trust - Receivables Acquisition and Servicing Agreement iii

15.2Exoneration    24

16Representations and warranties    24

16.1Representations and warranties by Seller and Servicer    24

16.2Continuation of representations and warranties    27

16.3Reliance    27

16.4Representations and warranties by Manager and Buyer    27

17Manner of payments    28

18Withholding tax    29

19Costs and indemnities    29

19.1What the Sellers and Servicers agrees to pay    29

19.2Indemnity from Seller and Servicer    30

19.3Items included in loss, liability and Costs    32

19.4Payment of third party losses    32

19.5Currency conversion on judgment debt    32

19.6No GST gross up for Supply of Purchased Receivables    32

20Interest on overdue amounts    32

20.1Obligation to pay    32

20.2Compounding    33

20.3Interest following judgment    33

21Limited recourse    33

21.1Buyer’s Liability General    33

21.2Buyer’s Liability to Manager    33

22Acknowledgment of Supplementary Terms Notice    33

23Amortisation Events    33

23.1Amortisation Events    33

ࣩ King & Wood Mallesons 12168846_15 Southern Cross WEX 2015-1 Trust - Receivables Acquisition and Servicing Agreement iv

23.2Consequences of Amortisation Events    34

24Title Perfection Event    34

24.1Title Perfection Event    34

24.2Consequences of Title Perfection Event    35

25Assignment    35

26Change of law    36

26.1Notice of change of law    36

26.2Termination after change of law    36

27Notices    36

27.1Form    36

27.2Delivery    36

27.3When effective    36

27.4Deemed receipt – postal    37

27.5Deemed receipt – fax    37

27.6Deemed receipt – email    37

27.7Deemed receipt – general    37

27.8Change in details    37

27.9Exception to email    37

28General    37

28.1Application to Transaction Documents    37

28.2Prompt performance    37

28.3Consents    37

28.4Certificates    38

28.5Set-off    38

28.6Discretion in exercising rights    38

ࣩ King & Wood Mallesons 12168846_15 Southern Cross WEX 2015-1 Trust - Receivables Acquisition and Servicing Agreement v

28.7Partial exercising of rights    38

28.8No liability for loss    38

28.9Conflict of interest    38

28.10Remedies cumulative    38

28.11Indemnities    38

28.12Rights and obligations are unaffected    38

28.13Inconsistent law    39

28.14Supervening legislation    39

28.15Variation and waiver    39

28.16Confidentiality    39

28.17Further steps    40

28.18Consideration    40

28.19Counterparts    40

28.20Applicable law    40

28.21Serving documents    40

28.22Rights and obligations surviving termination    40

29GST    41

29.1Consideration GST exclusive    41

29.2Payment of GST    41

29.3Reimbursements    41

29.4Interpretation    41

30Interpretation    41

30.1Terms defined in the Supplementary Terms Notice    41

30.2Definitions and interpretation    41

30.3Incorporation of terms    60

ࣩ King & Wood Mallesons 12168846_15 Southern Cross WEX 2015-1 Trust - Receivables Acquisition and Servicing Agreement vi

Schedule 1Conditions Precedent    61

Schedule 2Sale Notice    63

Schedule 3Eligible Receivable    67

Schedule 4Power of Attorney    71

Schedule 5Form of Monthly Receivables Report    74

Schedule 6Form of Daily Receivables Report    75

Schedule 7Form of Receivables Contract[s]    76

Schedule 8Credit and Collection Policy    77

Signing page78

ࣩ King & Wood Mallesons 12168846_15 Southern Cross WEX 2015-1 Trust - Receivables Acquisition and Servicing Agreement vii

Southern Cross WEX 2015-1 Trust - Receivables Acquisition and Servicing Agreement

ࣩ King & Wood Mallesons 12168846_15 Southern Cross WEX 2015-1 Trust - Receivables Acquisition and Servicing Agreement 1

Details

Interpretation – definitions are at the end of the General terms

Parties	Principal Seller, Servicer, Seller, Class B Facility Provider, Seller,Manager, Buyer and Class A Facility Provider
Principal Seller, Servicer, Seller and Class B Facility Provider	Name	WEX Australia Pty Ltd
	ABN	68 005 970 570
	Address	Level 3 293 Camberwell Road Camberwell VIC 3124
	Place of Incorporation	Australia
	Fax	61 3 9274 9130
	Telephone	61 3 9274 9100
	Attention	Chief Financial Officer
Seller	Name	WEX Fuel Cards Australia Ltd
	ABN	33 008 962 132
	Address	Level 3 293 Camberwell Road Camberwell VIC 3124
	Place of Incorporation	Australia
	Fax	61 3 9274 9130
	Telephone	61 3 9274 9100
	Attention	Chief Financial Officer
Manager	Name	The Bank of Tokyo-Mitsubishi UFJ, Ltd.
	ABN	75 103 418 882
	Address	Level 25 The Gateway 1 Macquarie Place Sydney NSW 2000
	Place of Incorporation	Japan
	Fax	61 2 9247 8322
	Telephone	61 2 9296 1224
	Attention	Manager
Buyer	Name	Perpetual Corporate Trust Limited

ࣩ King & Wood Mallesons 12168846_15 Southern Cross WEX 2015-1 Trust - Receivables Acquisition and Servicing Agreement 2

	Capacity	In its capacity as trustee of the Southern Cross WEX 2015-1 Trust
	ABN	99 000 341 533
	Address	Level 12 123 Pitt Street Sydney NSW 2000
	Place of Incorporation	Commonwealth of Australia
	Email	SecuritisationOps@perpetual.com.au
	Telephone	61 2 9229 9000
	Attention	Manager, Transaction Management, Capital Markets and Fiduciary Services
Class A Facility Provider	Name	The Bank of Tokyo-Mitsubishi UFJ, Ltd., Sydney Branch
	ABN	75 103 418 882
	Address	Level 25 The Gateway 1 Macquarie Place Sydney NSW 2000
	Fax	61 2 9247 8322
	Telephone	61 2 9296 1224
	Attention	Manager
Recitals	A Each Seller and the Servicer is incorporated as a corporation in the Commonwealth of Australia.
	B   In this transaction, each Seller may sell Receivables and Related Securities to the Buyer.
	C The Buyer will fund the acquisition of such Receivables and Related Securities by issuing Notes (or accepting an increase in the subscription amount in respect of such Notes) or by applying Collections.
Business Day place(s)	Sydney and Melbourne
Governing law	New South Wales
Date of agreement	See Signing page

1.1

General terms

1 Sale and purchase facility

1.2 Sale and purchase

At any time during the Substitution Period, the Principal Seller may give the Sale Notice to the Buyer offering to sell Receivables and Related Securities to the Buyer. The Buyer may purchase those Receivables and Related Securities by accepting the offer contained in that Sale Notice in accordance with this document.

1.3 No obligation

The parties acknowledge that:

(a) no Seller is obliged to offer for sale to the Buyer any Receivables or Related Securities; and

(b) the Buyer is not obliged to accept any offer for sale of any Receivables or Related Securities made by any Seller; and

(c) no contract for the sale or purchase of any interest in any Receivables or Related Securities will arise unless and until the Buyer accepts the offer contained in the Sale Notice in accordance with this document.

This clause applies despite any other clause in this document or any negotiations between the parties before the Sale Notice is given.

1.4 Appointment of Agent

Each Seller appoints the Principal Seller to be its agent for the purpose of:

(a) offering Receivables or Related Securities to the Buyer and for the purposes of acting as agent on behalf of each Seller in connection with the sale of Receivables or Related Securities under this document from the applicable Seller; and

(b) receiving payment of amounts due to that Seller.

1.5 Authorisation

Each Seller authorises the Principal Seller on its behalf to deliver the Sale Notice in respect of each Seller and to receive from the Buyer sums in respect of the Purchase Price of the Receivables and Related Securities. Each Seller irrevocably directs the Buyer to pay all sums in respect of the Purchase Price of the Receivables and Related Securities to the Principal Seller as its agent. Each Seller acknowledges and agrees that payment by the Buyer of the Purchase Price of the Receivables and Related Securities to the Principal Seller discharges the Buyer’s payment obligation to each Seller in respect of those Receivables and Related Securities.

1.6 Acceptance

The Principal Seller accepts its appointment as agent.

1.7 Reliance

The Buyer is entitled to rely:

(a) on each Seller’s execution of this document as confirmation of the Principal Seller’s appointment as its agent with full power to act on its behalf as such under this document; and

(b) on any instructions from the Principal Seller to the Manager as being given on behalf of each Seller without enquiry and without liability.

1.8 No ownership by Servicer and Seller

It is the intention of the parties that:

(a) the assignment of Receivables and Related Securities contemplated by this document will initially constitute a sale of those Receivables and Related Securities from each Seller to the Buyer by way of equitable assignment; and

(b) the beneficial interest in the Purchased Receivables and Purchased Related Securities will not comprise assets of any Seller in the event that any Seller is Insolvent.

1.9 No assumption of obligations by the Buyer

An assignment of Receivables and Related Securities contemplated by this document will not constitute, and is not intended to result in, any assumption by the Buyer of any obligation of the Servicer or any Seller to any Debtor, insurer or any other person in connection with the Receivables or the Related Securities or any document or agreement relating to any of them.

1.10 Substitution Period

(a) The Principal Seller may provide written notice to the Manager requesting that the Substitution Period end on a date specified in that notice, provided that the date specified in the notice is at least 60 days after the date of the notice. The Manager may (but is not obliged to) accept the request by informing the Principal Seller in writing. The Substitution Period will only end on the date requested if the Manager, in its absolute discretion agrees and informs the Principal Seller and Buyer that it has accepted the request.

(b) The Principal Seller may provide written notice to the Manager requesting that the Substitution Period be extended to a date specified in that notice, provided that the date specified is at least 60 days after the date of the notice. The Manager may (but is not obliged to) accept the request by informing the Principal Seller in writing. The Substitution Period will only be extended to the date requested if the Manager, in its absolute discretion agrees and informs the Principal Seller and Buyer that it has accepted the request.

2 Offer to sell

2.1 Sale Notice

(a) If a Seller wishes to offer to sell the Receivables and Related Securities to the Buyer, the Principal Seller must give the Sale Notice to the Buyer (with a copy to the Manager) at least 2 Business Days prior to the Settlement Date.

(b) The Manager must deliver a copy of the Sale Notice received in accordance with paragraph (a) above to the Class A Facility Provider and the Class B Facility Provider at least 2 Business Days prior to the Settlement Date.

(c) The Sale Notice must:

(i) specify the Receivables represented to be Eligible Receivables and Related Securities in existence on the Cut-off Date;

(ii) specify the Receivables (other than Eligible Receivables) and Related Securities in existence on the Cut-off Date; and

(iii) attach such information as may be reasonably requested from time to time by the Manager in relation to those Receivables.

Specification of the information on the Receivables may be provided in the form of an attached computer disk or other electronic medium and in a form approved by the Manager.

(d) If:

(i) the Principal Seller is the same party as the Class B Facility Provider; and

(ii) the Manager is the same party as the Class A Facility Provider,

the Manager is deemed to have delivered a copy of the Sale Notice it receives to each of the Class A Facility Provider and the Class B Facility Provider (in accordance with its obligations under paragraph (a)) at the same time that the Principal Seller gives a copy of the Sale Notice to the Manager under that paragraph (a).

2.2 Offer constituted by Sale Notice

The Sale Notice constitutes offers by each Seller named in it to sell to the Buyer all of each Seller’s right, title and interest in, to and under:

(d) all Receivables and Related Securities of a Seller in existence on the Cut-off Date; and

(e) all Receivables and Related Securities which are Originated by a Seller after the Cut-off Date until the Final Date, with the sale of such Receivables and Related Securities taking effect immediately upon their Origination by a Seller,

for payment of the Purchase Price in accordance with this agreement.

2.3 Revocation of Notice

The Sale Notice is irrevocable once given. However, the offer will lapse automatically if not accepted on or before the Expiry Time.

2.4 Deemed representation

The Sale Notice shall constitute a representation by each Seller named in that Sale Notice that in relation to that Sale Notice all representations and warranties given in clause 16 (“Representations and warranties”) are true and correct on and as of each date described in clause 16 (“Representations and warranties”) and that each of the conditions set out in clause 4 (“Conditions precedent”) is satisfied.

3 Acceptance of offer to sell

3.1 Acceptance of offer

The Buyer may accept the offer contained in the Sale Notice, by and only by the payment by or on behalf of the Buyer to the Principal Seller of the Purchase Price in Cleared Funds in respect of the relevant Receivables specifically listed in the Sale Notice and their Related Securities in accordance with the Transaction Documents.

3.2 Effect of acceptance

The acceptance by the Buyer of the offer contained in the Sale Notice in accordance with clause 3.1 (“Acceptance of offer”) constitutes:

(c) in the case of the Receivables and Related Securities existing on the Cut-off Date, an assignment by each Seller to the Buyer on the relevant Purchase Date of each Seller’s right, title and interest in and to all such Receivables and Related Securities; and

(d) in the case of the Receivables and Related Securities which are Originated by a Seller after the Cut-off Date until the Final Date, an assignment by each Seller to the Buyer of each Seller’s right, title and interest in and to such Receivables and Related Securities from the time of Origination of such Receivables and Related Securities.

3.3 Purchase Price

(a) If the Buyer accepts the offer contained in the Sale Notice in accordance with clause 3.1 (“Acceptance of offer”), the Buyer may pay the Purchase Price for any Receivables Originated after the Cut-off Date by:

(iii) first and provided none of the events listed in clause 4.2 (“Further conditions”) have occurred, applying the Collections (if any) that are available to applied to pay the Purchase Price for Eligible Receivables as contemplated by clause 7.3(c)(i); and

(iv) second, if the Purchase Date is a Payment Date and provided none of the events listed in clause 4.2 (“Further conditions”) have occurred, applying the proceeds of an increase in the Class A Invested Amount (if any) from the Class A Facility Provider to pay the Purchase Price for Eligible Receivables; and

(v) third, applying the proceeds of an increase in the Class B Invested Amount from the Class B Facility Provider in an amount equal to the Required Class B Subscription,

on the day of Origination of such Receivables.

(b) On each Purchase Date, the Class B Facility Provider agrees to fund a subscription in respect of the Class B Notes by increasing the Class B Invested Amount by an amount equal to the Required Class B Subscription in relation to that Purchase Date.

(c) Each Seller irrevocably directs the Buyer to pay to the Class B Facility Provider an amount of the Purchase Price on each Purchase Date equal to the Required Class B Subscription in respect of the applicable Purchase Date.

(d) Each Seller, the Class B Facility Provider and the Buyer agree that:

(i) the Buyer’s obligation to pay the Purchase Price to the Class B Facility Provider up to an amount of the Required Class B Subscription on each Purchase Date in accordance with paragraph (c); and

(ii) the Class B Facility Provider’s obligation to pay the Required Class B Subscription on each Purchase Date to fund the subscription in the Invested Amount of the Class B Notes,

will be netted-off against each other such that the increase in the Class B Invested Amount in an amount equal to the Required Class B Subscription and the payment of the Purchase Price in an amount equal to the Required Class B Subscription will be satisfied without the need for any payments in Cleared Funds.

3.4 Monthly rebalancing

(a) Following the receipt of the Monthly Receivables Report in accordance with clause 8 (“Reporting”) and after giving effect to the required payments contemplated under clause 5.4 of the Supplementary Terms Notice on the immediately following Payment Date, the Manager agrees to calculate the Class A Note Proportion, the Class B Note Proportion and the Excess Class B Note Amount and notify the Buyer, the Principal Seller, the Class A Facility Provider and the Class B Facility Provider of that Class A Note Proportion, that Class B Note Proportion and that Excess Class B Note Amount.

(b) On each Payment Date, the Class A Facility Provider agrees to pay to the Buyer by way of subscription in the Class A Invested Amount an amount equal to the Excess Class B Note Amount calculated under paragraph (a) above in respect of such Payment Date.

(c) The Buyer agrees to apply the subscription proceeds received from the Class A Facility Provider under paragraph (b) above towards repaying the Class B Invested Amount on that Payment Date until the Class B Note Proportion is equal to the Maximum Class B Note Proportion as at that date.

(d) The Buyer directs the Class A Facility Provider to pay any amount payable by the Class A Facility Provider to the Buyer under paragraph (b) above to the Class B Facility Provider. Any such payment by the Class A Facility Provider to the Class B Facility Provider will constitute a discharge of the payment obligation of the Buyer under paragraph (c) above in respect of the corresponding amount.

4 Conditions precedent

4.1 Conditions to giving Sale Notice

The Principal Seller may not give the Buyer the Sale Notice until the Buyer and the Manager have received every item listed in Schedule 1 (“Conditions Precedent”) in form and substance satisfactory to the Manager.

4.2 Further conditions

The Principal Seller must not deliver the Sale Notice and the Class A Facility Provider is not required to provide funding under the Class A Facility Deed on any Payment Date if:

(e) any of the representations and warranties in clause 16 (“Representations and warranties”) is not correct or are misleading on the date on which they are made or repeated;

(f) there is a subsisting breach by any Seller or Servicer of any of their respective obligations under a Transaction Document;

(g) any Related Security offered for sale does not relate to a Receivable being offered for sale;

(h) a Seller or the Servicer is Insolvent; or

(i) an Amortisation Event or Potential Amortisation Event is subsisting.

4.3 Benefit of conditions

Each condition in this clause 4 is for the sole benefit of the Buyer and may only be waived by it or confirmed as acceptable, acting on the instructions of the Manager.

5 Appointment of Servicer

5.1 Appointment

The Buyer, at the direction of the Manager, appoints the Servicer to act as its agent to undertake the administration, servicing and collection of the Purchased Receivables and Purchased Related Securities in accordance with this document.

5.2 Acceptance by Servicer

The Servicer agrees to act as the agent of the Buyer in accordance with this document.

5.3 Delegation by Servicer

The Servicer may not without the prior consent of the Buyer (acting on the instructions of the Manager) (such consent not to be unreasonably withheld or delayed), delegate or sub-contract the performance of any of its rights or obligations as the Servicer under this document.

5.4 Servicing Fee

The Servicer is not entitled to a fee for performing its functions and duties in respect of the Transaction Documents unless otherwise agreed between the Servicer and the Manager from time to time.

5.5 Delegation

The Servicer remains responsible for all of its obligations under the Transaction Documents notwithstanding any delegation under clause 5.3 (“Delegation by Servicer”).

6 Adjustments

Within 2 Business Days of a Seller becoming aware of any Adjustment, that Seller must provide to the Buyer (with a copy to the Manager) a written notice stating:

(e) the amount of the Adjustment; and

(f) the details of the Adjustment.

7 Application of Collections

7.1 Servicer and Seller to hold Collections on trust for Buyer

The Buyer agrees to pay to the Servicer and each Seller (together, the “Seller Account Trustee”) collectively the sum of $10 on the date of this document to constitute the initial Trust Fund.

The Seller Account Trustee agrees to hold the Trust Fund on trust for the Buyer and the Sellers in accordance with this clause 7.1.

The Seller Account Trustee holds:

(c) the Non-Seller Account Trust Fund on trust for the Buyer;

(d) X% of the Seller Account Trust Fund on trust for the Buyer; and

(e) Y% of the Seller Account Trust Fund on trust for the Sellers,

where, at any time:

X = that portion (expressed as a percentage) of the total sum held in the Seller Accounts at that time equal to the amount of Collections deposited to (and not withdrawn from) it; and

Y = 1-X (expressed as a percentage).

The Seller Account Trustee has the power to apply and must only apply the Buyer’s share of the Trust Fund (as described in clauses 7.1(a) and 7.1(b)) from time to time in accordance with this document and the Supplementary Terms Notice.

The Seller Account Trustee has the power to apply and must only apply the Sellers’ share of the Trust Fund (as described in clause 7.1(c)) from time to time in accordance with any instructions which the Principal Seller may give to the Seller Account Trustee from time to time.

The Servicer and each Seller must deposit any amounts retained or applied by it otherwise than in accordance with the Transaction Documents as soon as practicable and in any event within one Business Day of such retention or application.

7.2 Collection duties

Unless otherwise agreed between the Servicer and the Manager in respect of a Debtor, the Servicer must, after each Purchase Date in respect of a Purchased Receivable, ensure that the Debtor makes all payments in respect of the Purchased Receivable into the relevant Seller Account unless and until the Purchased Receivable becomes a Purchased Ineligible Receivable for the purposes of the Transaction Documents. Each Seller must ensure that the relevant Seller Account is opened prior to any purchase of Receivables under this document.

Any agreement made as contemplated above may be terminated at any time by the Servicer or the Manager giving notice to the other party.

7.3 Segregation and remittance of funds

Subject to clause 7.4 (“Amortisation Events”), unless otherwise directed by the Buyer (acting on the instructions of the Manager):

(a) each Seller and the Servicer agree to remit the funds constituting Collections physically held or controlled by that Seller or the Servicer to the relevant Seller Account by the close of banking business on the day of receipt or recovery by the Servicer or Seller of such Collections (or if received after 3.30pm on a day, by close of banking business on the immediately following Business Day);

(b) by 2.00pm Melbourne time on each Business Day, each Seller and the Servicer must remit to the Collections Account:

(i) Collections received by the Sellers and the Servicer on the immediately preceding day in an aggregate amount, if any, equal to the Collections Account Shortfall Amount as at that day; and

(ii) an aggregate amount equal to the Net Collections as at that day; and

(c) any amount of Collections not required to be transferred by a Seller or the Servicer to the Collections Account in accordance with paragraph (b) above will be applied:

(i) first, as a deemed payment of the Purchase Price (if any) payable by the Buyer under clause 3.3(a)(i) (“Purchase Price”) on that day; and

(ii) second, to reduce the Class B Invested Amount on the relevant day provided that the Class B Invested Amount is not reduced to an amount less than the Allowable Class B Amount .

7.4 Amortisation Events

If an Amortisation Event or Potential Amortisation Event is subsisting on any day during a Collection Period, on that day and each subsequent day during that Collection Period:

(c) the Buyer (acting on the instructions of the Manager) may by notice to the Servicer, the Principal Seller and the Debtors in respect of Purchased Receivables or any other relevant person, require changes to the arrangements relating to Collections as may be specified in that notice including, without limitation, a change to the payment instructions given to Debtors with regard to Purchased Receivables. Such notice will override any contrary provision in this document. The Servicer and each Seller must comply with any such notice; and

(d) if no instructions are given by the Manager for the purposes of paragraph (a), the Servicer and each Seller agree to remit all funds into the Collections Account by 4.00pm on the Business Day following the receipt of such Collections.

7.5 Records of Servicer

The Servicer agrees to make necessary bookkeeping entries on the Servicer’s records as to amounts paid into the Seller Account which relate to Collections.

8 Reporting

8.1 Monthly Receivables Report and Receivables List

The Servicer must give to the Manager and the Buyer on or before each Reporting Date:

(c) a completed Monthly Receivables Report in respect of the relevant Collection Period; and

(d) a Receivables List in respect of the Purchased Receivables as at the last day of the immediately preceding Collection Period.

8.2 Daily Receivables Report

The Servicer must give to the Manager and the Buyer a Daily Receivables Report by 11.30am Melbourne time on each Business Day in respect of the Period up to close of business the immediately preceding Business Day.

8.3 Computer access

If an Amortisation Event or a Potential Amortisation Event has occurred and is subsisting, each Seller must, upon receiving reasonable notice from the Buyer or the Manager, give the Buyer and the Manager access to the computer records of that Seller sufficient to enable the Buyer and the Manager to download onto its own computer system all information relating to the Purchased Receivables so as to ensure that such information is sufficient so that the Buyer and the Manager obtains as a result at least all of the following information in respect of each Purchased Receivable:

(e) the contact details of the relevant Debtor including the Debtor’s name, address and telephone number;

(f) the payment record of the relevant Debtor;

(g) the principal amount outstanding and the Outstanding Amount of it at that date;

(h) its commencement date (being the date on which the Receivable became due by the Debtor to the applicable Seller in respect of it);

(i) its due date for final payment; and

(j) all other information reasonably requested by the Buyer or the Manager.

8.4 Information on Debtors

Following a reasonable request from the Buyer (acting on the instructions of the Manager), each Seller and the Servicer must promptly give to the Buyer (with a copy to the Manager) such information as they have in their possession, or may reasonably obtain, on any Debtors specified by the Buyer (acting on the instructions of the Manager), subject to any applicable law or statutory duties of each Seller and the Servicer which each Seller and the Servicer are unable to contract out of with the relevant Debtors.

9 Relevant Receivables

9.1 Request

The Buyer (acting on the direction of the Manager) may request, by notice to the Principal Seller, that the Class B Facility Provider deposit an amount equal to the Outstanding Amount of any or all Relevant Receivables to the Collections Account on the Payment Date immediately following that request. The Class B Facility Provider agrees to comply with any such request. Any such deposit will be applied as a further subscription of the Invested Amount in respect of the Class B Notes and will be applied as Collections but will not form part of any calculation of Net Collections.

9.2 Purchased Ineligible Receivable

If a request has been made in respect of a Relevant Receivable in accordance with clause 9.1 (“Request”), then immediately on receipt by the Buyer of the Outstanding Amount of a Relevant Receivable, such Relevant Receivable will be deemed from that point forward to be a Purchased Ineligible Receivable.

10 Repurchase option

10.1 Request

The Principal Seller may, on any Reporting Date, request, by notice to the Buyer (with a copy to the Manager), that the Buyer sell back to a Seller all of the Buyer’s right, title, benefit and interest (present and future) in, to, under or derived from a Purchased Receivable which is not an Eligible Receivable on the immediately following Payment Date.

10.2 Acceptance

If the Buyer, acting on the instructions of the Manager accepts such request, by notice to the Principal Seller:

(a) the Principal Seller must deposit an amount equal to the Outstanding Amount of the relevant Purchased Receivable into the Collections Account for application as Collections;

(b) upon deposit of such amount into the Collections Account, all of the Buyer’s right, title, benefit and interest (present and future) in, to, under or derived from the relevant Purchased Receivable will be assigned to the relevant Seller and the relevant Purchased Receivable will cease to be a Purchased Receivable; and

(c) the Buyer agrees to take all steps reasonably required to perfect the transfer of the Buyer’s title in the relevant Purchased Receivables to each applicable Seller that originated those Purchased Receivables.

10.3 Payment

The Principal Seller must pay to, or reimburse, the Buyer on demand for all costs and expenses (including, without limitation, Taxes) arising out of or incurred in connection with a repurchase made under this clause 10 including:

(a) any legal costs and expenses incurred by the Buyer (charged at the usual commercial rates of the relevant legal services provider); and

(b) any “break costs” which are payable in accordance with clause 19.3 (“Items included in loss, liability and Costs”).

10.4 Permitted disposal

The dealings contemplated in this clause 10 shall constitute a Permitted Disposal as contemplated under the General Security Agreement.

11 Call option

11.1 Request

Following the occurrence of a Call Option Event, the Principal Seller (on behalf of the Sellers) agrees to deposit an amount equal to:

(d) the aggregate amount payable to all parties (other than a WEX Entity) under clause 5.4 (“Payments prior to the enforcement of the Charge”) of the Supplementary Terms Notice on the immediately following Payment Date; less

(e) ignoring for these purposes the amount (if any) deposited under paragraph (a) above, the balance of the Collections Account,

into the Collections Account no later than the Business Day immediately prior to the immediately following Payment Date.

11.2 Extinguishment

Immediately on receipt by the Buyer of the total outstanding principal amount of all of the Purchased Receivables in accordance with clause 11.1 (“Request”), all of the Buyer’s right, title and interest in and to and beneficial ownership of any such Purchased Receivables and any related Purchased Related Securities is extinguished. If the Buyer holds full legal and beneficial interest in the Purchased Receivables, the Buyer agrees to take all steps reasonably required to perfect the transfer of the Buyer’s title in the Purchased Receivables to each applicable Seller that originated such Purchased Receivables. The dealings contemplated in this clause 11 shall constitute a Permitted Disposal as defined under the General Security Agreement.

11.3 Other matters

In connection with each extinguishment which occurs under clause 11.2 (“Extinguishment”):

(a) the Buyer represents and warrants that it has not created any Encumbrance over the Purchased Receivables (other than as contemplated by the Transaction Documents) or disposed of its interest in the Purchased Receivables; and

(b) the Buyer is not liable to any Seller for or in respect of any claim, suit, proceeding, loss, damage, cost or expense which that Seller may suffer or incur for any reason (including any negligence of the Buyer or the Manager or any other person) in respect of the Purchased Receivables or the transfer of title to it, from all of which each Seller releases the Buyer, other than as a result of a breach of the Buyer’s representations and warranties under paragraph (a).

11.4 Payment

The Principal Seller must pay to, or reimburse, the Buyer on demand for all costs and expenses (including, without limitation, Taxes) arising out of or incurred in connection with a redesignation or extinguishment made under this clause 11 including:

(a) any legal costs and expenses incurred by the Buyer (charged at the usual commercial rates of the relevant legal services provider); and

(b) any “break costs” which are payable in accordance with clause 19.3 (“Items included in loss, liability and Costs”).

12 Undertakings

12.1 General undertakings

Unless in any particular case the Buyer (acting on the instructions of the Manager) provides its written consent to the contrary, each Seller and the Servicer must:

(c) (annual accounts) give its Financial Report for each financial year to the Manager within 3 months after the end of that financial year; and

(d) (half yearly accounts) give its Financial Report for the first half of each financial year to the Manager within 3 months after the end of that financial half year; and

(e) (Wex Australia Holdings Pty Ltd accounts) give a copy of Wex Australia Holdings Pty Ltd’s audited Financial Report for each financial year to the Manager within 4 months after the end of that financial year; and

(f) (other information) within 5 Business Days after the request of the Buyer (acting on the instructions of the Manager), (or such longer period as the Buyer (acting on the instructions of the Manager) approves, such approval not to be unreasonably withheld), provide any other information that the Buyer or Manager may reasonably require about the Purchased Receivables or Purchased Related Securities or any Receivables or Related Securities which are being offered for sale by the Sellers in accordance with this document; and

(g) (debtor default) upon request of the Buyer or the Manager, promptly inform the Buyer and the Manager upon it becoming aware that any Debtor ceases to be an Eligible Debtor or is in default under a Receivables Contract or is the subject of an event which, with the giving of notice, lapse of time or fulfilment of any condition, would be likely to become a default under a Receivables Contract; and

(h) (documents and records) subject to that Seller’s or Servicer’s duty of confidentiality owed to the related Debtors under law, deliver to the Buyer (with a copy to the Manager) all documents, instruments and records which evidence or relate to the Purchased Receivables which are required in order to protect the interest of the Buyer in the Purchased Receivables and Purchased Related Securities or to satisfy a request made to the Buyer by

(i) a Debtor;

(ii) a party to a Transaction Document; or

(iii) any governmental, banking or taxation authority of competent jurisdiction.

For the avoidance of doubt the obligations under this clause are in addition and without prejudice to the obligations of the Servicer under clause 13(d); and

(i) (notify certain events) if an Amortisation Event or Potential Amortisation Event occurs, following its actual awareness of such events, promptly notify the Buyer (with a copy to the Manager) giving full details of the event and any step taken or proposed to remedy it;and

(j) (proper accounts)

(i) keep proper books of account and other Records which:

(A) give a true and fair view of the financial condition and state of affairs of it; and

(B) accurately record all details relating to Purchased Receivables, related Receivables Contracts and Purchased Related Securities;

(ii) ensure that the Financial Reports furnished by it under the Transaction Documents are prepared in accordance with the Accounting Standards; and

(iii) provide the Manager with at least 6 months prior notice of any application of the Servicer to the Australian Taxation Office to change the financial year that entity; and

(k) (incorrect representation or warranty) notify the Buyer and the Manager immediately if any representation or warranty made by it or on its behalf in connection with a Transaction Document is found to have been materially incorrect or materially misleading when made; and

(l) (compliance with Transaction Documents) comply in all respects with all of its obligations under the Transaction Documents; and

(m) (compliance with law) comply in all material respects with all of its obligations under all applicable laws, rules, regulations and orders with respect to it and with respect to all Purchased Receivables and Purchased Related Securities provided that in the case of applicable laws, rules, regulations and orders applicable to it other than in respect of all Purchased Receivables and Purchased Related Securities, it shall not be required to so comply in such circumstances where:

(i) such obligations or the applicability of such laws, rules, regulations or orders is being contested in good faith by appropriate proceedings diligently conducted; or

(ii) the failure to comply could not reasonably be expected to result in a Material Adverse Event; and

(n) (pay Taxes) pay all Taxes that relate to the Purchased Receivables and their Related Securities, and immediately notify the Buyer and the Manager if any such Taxes are not paid when due or if it contests its liability to any Taxes except any Taxes which are being contested in good faith; and

(o) (Credit and Collection Policy) ensure:

(i) that before it implements any material change in or material amendment to its Credit and Collection Policy (other than as necessary to comply with applicable law), each Seller and the Servicer must provide 30 days prior written notice to the Manager before the amendment is implemented, provided that each Seller and the Servicer must also obtain the prior written approval of the Manager for any amendment to its Credit and Collection Policy if an Amortisation Event or Potential Amortisation Event has occurred and is subsisting;

(ii) that it complies in all material aspects with the Credit and Collection Policy with respect to each Purchased Receivable and any Purchased Related Security, as if it were fully and beneficially entitled to them; and

(iii) that if a change or amendment is made to the Credit and Collection Policy, the Buyer and the Manager are provided with a copy of the revised Credit and Collection Policy promptly after such change or amendment taking effect; and

(p) (conduct of business) in respect of its business that is conducted in Australia, do all things necessary to remain duly incorporated and formed and to maintain all requisite Authorisations to conduct its business in all jurisdictions in which it is required by law to maintain such Authorisations except to the extent that a failure to do so could not reasonably be expected to result in a Material Adverse Event; and

(q) (corporate existence) ensure and maintain its corporate existence; and

(r) (systems) maintain systems in place in relation to Purchased Receivables that are capable of providing the information to which the Buyer is entitled under this document and use all reasonable endeavours to maintain such systems in working order; and

(s) (access and audit) permit the Buyer, the Manager and any of its agents, officers, representatives and auditors to enter and attend its offices on reasonable notice during normal office hours for the purposes of:

(i) examining and investigating the operations of each Seller and Servicer including, but not limited to, the origination, credit and collection policies, practices and procedures relating to Receivables;

(ii) auditing and monitoring compliance with the Transaction Documents and the Credit and Collection Policy and the performance of the Purchased Receivables and Purchased Related Securities (in each case in the manner determined by the Manager), including to the maximum extent permitted by law, to examine and make and take with them copies of all books of account, records and documents (including computerised information) relating to the Purchased Receivables and Purchased Related Securities; and

(iii) checking that all documents and records in respect of any Purchased Receivable and Purchased Related Security and computer printouts of Purchased Receivables and Purchased Related Securities, records or other information as the Buyer may reasonably require from time to time for that purpose are held in accordance with the requirements of clause 13(j),

provided that unless an Amortisation Event or a Potential Amortisation Event has occurred and is subsisting, any such access and audit is restricted to once in each twelve month period. The Sellers jointly and severally agree to pay the costs of any such audit within seven Business Days of being invoiced; and

(t) (further assurances) execute all documents and perform any act, matter or thing necessary to:

(i) protect and enforce, or more fully evidence each Purchase and the Buyer’s interest in each Purchased Receivable and Purchased Related Security; and

(ii) protect and enforce (in any way whatsoever) the Buyer’s interest in any Collections referable to a Purchased Receivable and each Purchased Related Security,

in each case to the fullest extent permitted by the terms of that Purchased Receivable and, if so required by the Buyer following the occurrence of a Title Perfection Event (acting on the instructions of the Manager) where the Buyer (acting on the instructions of the Manager) considers it necessary to protect its interests, give notice of the Buyer’s ownership of the Purchased Receivables and Purchased Related Securities to the relevant Debtor; and

(u) (perform obligations) perform at its expense all of the covenants and obligations imposed on it under the terms of each Purchased Receivable and Purchased Related Security; and

(v) (Receivables Contracts) ensure that all Records and Receivables Contracts relating to Purchased Receivables and all Purchased Related Securities held in its custody are held securely by it or on its behalf and are accessible; and

(w) (Monthly Receivables Report) deliver each Monthly Receivables Report required to be delivered to the Buyer and the Manager by it in accordance with clause 8.1 (“Monthly Receivables Report”); and

(x) (Daily Receivables Report) deliver each Daily Receivables Report required to be delivered by it in accordance with clause 8.2 (“Daily Receivables Report”); and

(y) (other reports) deliver any report (other than a Monthly Receivables Report and a Daily Receivables Report) relating to the Purchased Receivables or Purchased Related Securities required to be delivered to the Buyer and Manager by it under this document within a reasonable time (and in any case, within 5 Business Days or such later date that may be agreed by the Buyer and the Manager) after the date that report is due; and

(z) (waiving break costs) not waive any obligation of a Debtor to pay any break costs owing under any Receivables Contract (except in accordance with the Credit and Collection Policy); and

(aa) (tax consolidation) ensure that the WEX GST Group (if formed in accordance with the form requirements set out in item 17 of Schedule 1 (“Conditions Precedent”)) is not amended or terminated unless the Manager provides written consent (such consent not to be unreasonably withheld or delayed); and

(bb) (assignment of Insurance Policies) procure QBE’s execution of the Full Proceeds Assignments by a date no later than the Payment Date falling in June 2015.

12.2 Negative covenants

Unless the Buyer (acting on the instructions of the Manager) provides its written consent to the contrary, each Seller or the Servicer must not:

(c) (no Encumbrances, disposal) except as otherwise provided in the Transaction Documents, sell, assign or otherwise dispose of, or create or allow to exist any Encumbrance upon or with respect to, any Purchased Receivable or any Purchased Related Security, or assign any right to receive income in respect of that Purchased Receivable or any Purchased Related Security;

(d) (not vary Receivable) extend, amend or otherwise modify the terms or conditions of a Purchased Receivable or Purchased Related Security in any material respect;

(e) (Receivables Contract) document a Receivable under a Receivables Contract materially different to the forms contained in Schedule 7 (“Form of Receivables Contract[s]”) to this document;

(f) (no action) take any action which may:

(i) diminish, waive, release, disclaim, concede or estop any Seller’s rights in a Purchased Receivable or Purchased Related Security (except in accordance with the Credit and Collection Policy); or

(ii) permit the Debtor to avoid, reduce or delay the performance by the Debtor of its covenants and obligations under the terms of a Purchased Receivable and Purchased Related Security (except in accordance with the Credit and Collection Policy);

(g) (no other business) engage in any business other than the origination of Receivables and Related Securities and the transactions contemplated by this document and Transaction Documents where to do so would give rise to or result in a Material Adverse Event;

(h) (no merger) merge with or into or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions), all or substantially all of its assets (whether now owned or hereafter acquired), or acquire all or substantially all of the assets or capital stock or other ownership interest of any person, other than as contemplated by this document and the Transaction Documents where to do so would give rise to or result in a Material Adverse Event;

(i) (no amendments to constitution) amend or delete any provision of its constitution where to do so would give rise to or result in a Material Adverse Event; or

(j) (no dealings with Seller Account) agree to, or do any of the following:

(i) sell or dispose ofthe Seller Account;

(ii) create or allow to exist an Encumbrance in connection with the Seller Account (other than in respect of customary bank fees for an account in the nature of the Seller Account);

(iii) waive any of the Servicer’s rights or release any person from its obligations in connection with the Seller Account;

(iv) cause the operating procedures of the Seller Account to be varied, repudiated, rescinded, terminated or rendered void, voidable or unenforceable;

(v) abandon, settle, compromise or discontinue or become nonsuited in respect of proceedings against any person (other than the Buyer) in respect of any right of the Servicer in connection with the Seller Account; or

(vi) deal in any other way with the Seller Account, this document or any interest in them, or allow any interest in them to arise or be varied.

(k) (no facilities) enter into or allow to exist any facility under which an account bank may exercise set-off or similar rights against the credit balance of a Seller Account (other than in respect of customary bank fees for an account in the nature of the Seller Account).

13 Servicer’s undertakings

The Servicer agrees to:

(l) (collect and enforce Receivables) promptly, diligently and with reasonable care take all actions as may be necessary to collect and enforce the Buyer’s respective rights and interests in each Purchased Receivable, Purchased Related Security and Collections in accordance with the standards of a responsible and prudent servicer of similar assets, this document, applicable laws and the Credit and Collection Policy, including the collection of any interest on overdue amounts owing in accordance with the terms of such Purchased Receivables;

(m) (defence) do all things that are necessary to defend any claim which questions the enforceability of a Purchased Receivable, Purchased Related Security or a related Receivables Contract or which questions the ownership or interest of the Buyer in any of them as equitable owner. This clause does not apply to any Purchased Ineligible Receivables;

(n) (directions) following the occurrence of an Amortisation Event or a Potential Amortisation Event, comply with any lawful direction of the Buyer (acting on the instructions of the Manager) given in respect of any Purchased Receivable, Purchased Related Security or a related Receivables Contract;

(o) (accounts and records) keep accurate accounts and records of transactions relating to the Purchased Receivables and Purchased Related Securities;

(p) (notification of claims) notify the Buyer, the Manager and each Seller and furnish any details of any material claim, dispute or action of which the Servicer is aware, involving the Purchased Receivables or Purchased Related Securities;

(q) (tagging) ensure that the Purchased Receivables are identified in the Servicer’s systems as sold to the Buyer and (in each case) tagged as “sold” so as to enable the Purchased Receivables to be distinguished from any other Receivables;

(r) (systems) without limiting the effect of paragraph (d) above, maintain systems in place in relation to Purchased Receivables that are capable of providing:

(iv) the information to which the Buyer or Manager is entitled under this document;

(v) records in respect of the Purchased Receivables that are separate from the Servicer’s other accounts and records,

and use all reasonable endeavours to maintain such systems in working order and permit the Buyer and Manager and its representatives upon 10 Business Days written notice to enter under the direct supervision of the Servicer upon the Servicer’s premises to:

(vi) inspect and satisfy itself that the systems are in place, maintained in working order and are capable of providing the information to which the Buyer is entitled under this document; and

(vii) examine and make copies and extracts from all records in connection with the Purchased Receivables and Purchased Related Securities;

(s) (procedures) maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records in the event of their destruction), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Purchased Receivables (including, without limitation, records in all material respects to permit the identification at any time of all Collections and of Adjustments to each existing Purchased Receivable);

(t) (pay Taxes) pay all Taxes that relate to Purchased Receivables and Purchased Related Securities, except any Taxes which are being contested in good faith, and immediately notify the Buyer and Manager if any such Taxes are not paid when due or if it contests its liability to any Taxes;

(u) (marking and segregation of records) ensure that at all times all Receivables Contracts, records, documents and other data in respect of each Purchased Receivable and Purchased Related Securities that are in the Servicer’s possession are suitably separated and identified as sold to the Buyer; and

(v) (encumbrances, disposal) ensure it does not sell, assign or otherwise dispose of, or create or allow to exist any Security Interest over any Purchased Receivables or Purchased Related Security, except as otherwise provided in the Transaction Documents. If the Servicer (in any capacity) becomes aware that any Purchased Receivable or Purchased Related Security becomes subject to a Security Interest not permitted by the Transaction Documents after the relevant Purchase Date, the Servicer (in any capacity) must in the case of a Security Interest created by a Seller of its interest in any Purchased Receivable or Purchased Related Security immediately, repurchase the related Purchased Receivable and Purchased Related Security from the Buyer by paying to the Buyer an amount of cash equal to the outstanding principal amount of such Purchased Receivable and Purchased Related Security. Upon receipt of such payment, the entire right, title and interest of the Buyer in that Purchased Receivable and Purchased Related Security will be re-assigned to the applicable Seller.

The Servicer has no obligation under this paragraph, to the extent an act or omission of the Buyer results in a Receivable becoming subject to a Security Interest.

14 Change of Servicer

14.1 Retirement

The Servicer may retire by giving the Buyer and Manager 60 Business Days’ notice of its intention to do so, specifying the date it proposes the retirement to take effect (being a date no earlier than when a Successor Servicer is appointed).

14.2 Removal

The Buyer (acting on the instructions of the Manager), with immediate effect, may end the appointment of the Servicer and appoint a Successor Servicer on reasonable terms and conditions if a Title Perfection Event occurs.

14.3 Obligations of retiring Servicer and Successor Servicer

When a Successor Servicer is appointed, the retiring Servicer is discharged from any further obligation as Servicer under this document, but not from any other obligation that party has incurred in a capacity other than as Servicer. This discharge does not prejudice any accrued right or obligation under the Transaction Documents of any party up to the date of that retirement. The Successor Servicer and each other party to the Transaction Documents have the same rights and obligations among themselves as they would have had if the Successor Servicer had been a party to the Transaction Documents at the dates of those documents.

14.4 If a Successor Servicer is appointed/Notice to Debtors

If the Buyer appoints a Successor Servicer in accordance with this document, or a Title Perfection Event is subsisting, then:

(a) if the Buyer (acting on the instructions of the Manager) asks, each Seller must (and if a Seller fails to do so promptly, the Buyer may in the name of that Seller or otherwise) at its expense, give notice in such form and at such time as the Buyer (acting on the instructions of the Manager) may reasonably require:

(i) if a Title Perfection Event is subsisting, of the Buyer’s ownership of the Purchased Receivables and Purchased Related Securities to each relevant Debtor and direct that payments be made directly to any person nominated by the Buyer (acting on the instructions of the Manager); and

(ii) if a Title Perfection Event is not subsisting, of changes to the arrangements relating to Collections as may be specified in that notice including, without limitation, a change to the payment instructions given to Debtors with regard to Purchased Receivables. The Manager and Buyer acknowledge that any such notice must not indicate that the applicable Seller has sold its interest in the Purchased Receivables and Purchased Related Securities; and

(b) each of the Servicer and each Seller must as soon as practicable:

(iii) collect all of the documents, instruments and other records (including computer software) which evidence the Purchased Receivables and Purchased Related Securities or any payments made in respect of them or which are otherwise necessary to evidence and collect and enforce remedies in respect of such Purchased Receivables and Purchased Related Securities, and provide access to the records and the computer software (on such terms as to confidentiality and security as the Servicer and Seller (as the case may be) may reasonably specify) to the Successor Servicer at the Servicer’s premises; and

(iv) segregate all cash, cheques and other instruments received by it from time to time constituting Collections (if any) in a manner acceptable to the Buyer (acting on the instructions of the Manager) and the Successor Servicer (acting reasonably) and must promptly (and in any event no later than 1 Business Day after receipt) upon receipt remit all cash, cheques and instruments duly endorsed or with duly executed instruments of transfer to the Successor Servicer; and

(v) on reasonable notice and during normal office hours, permit the Successor Servicer or the Buyer or the Manager or all to have access to all premises of each Seller and access to all computer equipment of each Seller necessary to enable the things referred to in paragraph (i) above to be done; and

(c) each Seller grants to the Buyer and the Manager an irrevocable licence to enter upon all premises on reasonable notice and during normal office hours, and access all Records and computer systems to the extent required to exercise the rights under clause 14.5 (“Authorisation”) with the right to sub-licence such licence to any Successor Servicer.

14.5 Authorisation

Without limiting the power of attorney contained in Schedule 4 (“Power of Attorney”), if a Title Perfection Event has occurred and is subsisting, or a Successor Servicer has been appointed, each of the Servicer and each Seller authorises the Buyer and the Manager and appoints each of them severally as attorneys of the Servicer and each Seller to do anything, in its name and on its behalf, necessary to provide the notices referred to in clause 14.4 (“If a Successor Servicer is appointed/Notice to Debtors”) or to collect all amounts due under all Purchased Receivables and Purchased Related Securities including, without limitation, endorsing any promissory notes and other instruments representing Collections and enforcing such Purchased Receivables and Purchased Related Securities in accordance with the Credit and Collection Policy.

14.6 No other action

Each of the Buyer and the Manager agree not to take any steps to notify any Debtors of its interest in the Purchased Receivables or otherwise perfect its interest in the Purchased Receivables other than as expressly permitted by this document.

15 Manager

15.1 Role of Manager

If the Buyer so directs, any rights, obligations and duties of the Buyer under this document may be exercised, performed and carried out by the Manager on behalf of the Buyer.

15.2 Exoneration

Neither the Manager nor any of its directors, officers, employees, agents, attorneys or Related Entities is responsible or liable to any person:

(a) because the Buyer does not perform its obligations under the Transaction Documents;

(b) for the financial condition of the Buyer other than to the extent described in the Master Trust Deed;

(c) because any statement, representation or warranty in a Transaction Document given by a party other than the Manager is incorrect or misleading;

(d) for the effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of the Transaction Documents or any document signed or delivered in connection with the Transaction Documents;

(e) for acting or not acting in accordance with the Buyer’s directions, other than any direction from the Buyer which is not properly given in accordance with the Transaction Documents; or

(f) for anything done or not done in accordance with the Transaction Documents by the Manager or its directors, officers, employees, agents, attorneys or Related Entities,

except to the extent that the act or omission results from the fraud, negligence or misconduct by the Manager or a wilful breach by it of its obligations under this document.

16 Representations and warranties

16.1 Representations and warranties by Seller and Servicer

Each Seller and the Servicer represents and warrants (except in relation to matters disclosed to the Buyer and the Manager, which are accepted by the Buyer, acting on the instructions of the Manager in writing) that:

(g) (incorporation and existence) it has been incorporated as a company limited by shares in accordance with the laws of its place of incorporation set out in the Details, is validly existing under those laws and has power and authority to carry on its business as it is now being conducted; and

(h) (power) it has full legal capacity and power to enter into the Transaction Documents to which it is a party and observe its obligations under them; and

(i) (no contravention or exceeding power) the Transaction Documents to which it is a party and the transactions under them which involve it do not contravene its constituent documents (if any) or any law, directive or obligation by which it is bound or to which any of its assets are subject, or cause a limitation on its powers or the powers of its directors to be exceeded; and

(j) (authorisations) it has in full force and effect the authorisations necessary for it to enter into the Transaction Documents to which it is a party, to comply with its obligations and exercise its rights under them and to allow them to be enforced; and

(k) (validity of obligations) its obligations under the Transaction Documents are valid and binding and are enforceable against it in accordance with their terms (subject to principles of equity, the PPSA and law affecting creditors generally); and

(l) (benefit) it benefits by entering into the Transaction Documents to which it is a party; and

(m) (accounts) its most recent audited Financial Report last given to the Buyer and Manager is:

(i) a true and fair statement of its financial position as at the date to which it is prepared, or if it is required to prepare consolidated financial statements, the financial position and performance of the consolidated entity constituted by it and the entities it is required to include in the consolidated financial statements;

(ii) disclose or reflect all its actual and contingent liabilities as at that date; and

(iii) complies with any applicable requirements of the Corporations Act, or, if the Corporations Act does not apply, it complies with any applicable accounting standards.

(n) (transactions in breach of Corporations Act) that no transaction by any Seller in connection with this document constitutes an unfair preference within the meaning of section 588FA, an uncommercial transaction within the meaning of section 588FB, an insolvent transaction within the meaning of section 588FC, an unfair loan within the meaning of section 588FD or a voidable transaction within the meaning of section 588FE of the Corporations Act; and

(o) (solvency) there are no reasonable grounds to suspect that it is unable to pay its debts as and when they become due and payable; and

(p) (not a trustee) it does not enter into any Transaction Documents as trustee; and

(q) (litigation) there is no pending or, to its knowledge, threatened proceeding affecting it or any of its Subsidiaries or any of its assets before a court, Governmental Agency, commission or arbitrator except those in which a decision against it or the Subsidiary (either alone or together with other decisions) would not give rise to or result in a Material Adverse Event; and

(r) (default under law - Material Adverse Event) it is not in breach of a law or obligation affecting its assets in a way which would give rise to or result in a Material Adverse Event; and

(s) (no material change) there has been no change in its financial position since the reporting date to which its Financial Report last given to the Manager was prepared which would give rise to or result in a Material Adverse Event; and

(t) (no material change to consolidated entity) if it is required to prepare consolidated financial statements, there has been no change in the financial position of the consolidated entity constituted by it and the entities it is required to include in the consolidated financial statements since the date to which its most recent Financial Report given to the Buyer and Manager was prepared which has had, or would give rise to or result in, a Material Adverse Event; and

(u) (full disclosure) it has disclosed in writing to the Buyer and Manager all facts relating to the Transaction Documents to which it is a party and all things in connection with them, which are material in the reasonable opinion of that Seller or the Servicer to the assessment of the nature and amount of the risk undertaken by the Buyer in entering into them and doing anything in connection with them; and

(v) (no immunity) neither it nor any of its Related Entities has immunity from the jurisdiction of a court in Australia or from legal process in Australia; and

(w) (no restrictions) it does not lack any authorisation, or capacity, and no event has occurred, which would in any material way limit, restrict or prevent it from carrying out the terms of this document or any other Transaction Document to which it is a party; and

(x) (Event) no Amortisation Event or Potential Amortisation Event continues unremedied; and

(y) (EligibleReceivables) each Receivable offered to the Buyer under clause 2 (“Offer to sell”) that is listed in the Sale Notice or Settlement Notice as an Eligible Receivable is an Eligible Receivable and each Purchased Receivable tagged as an Eligible Receivable is an Eligible Receivable; and

(z) (compliance with laws) at all times from the origination of a Receivable to the date of Purchase by the Buyer, each Seller and Servicer has complied with all laws and regulations in all material respects in relation to the origination and servicing of that Receivable; and

(aa) (offer valid) the offer of Receivables and Related Securities to the Buyer under this document is valid and binding on it; and

(bb) (certification) the certification of documents given by a director of it under Schedule 1 (“Conditions Precedent”) is true and complete; and

(cc) (information) that all information provided by it in accordance with the Transaction Documents to which it is a party is up to date, complete in all material respects and materially accurate and all forecasts provided have been prepared in good faith based on information available to it at the time the forecast is prepared; and

(dd) (software) it owns or is licensed to use any software pursuant to which the Receivables are managed including, without limitation, the software in respect of account, invoice and Debtor details and any software licence does not restrict the Buyer, the Manager or the Servicer from exercising their respective rights under this document; and

(ee) (ranking) its payment obligations under the Transaction Documents to which it is a party rank at least equally with all its other unsecured and unsubordinated payment obligations other than those mandatorily preferred by law; and

(ff) (public records) no instrument, financing statement or entry in a register, or other record relating to any Purchased Receivable or Purchased Related Security is on file or held in the records of any public register, office, authority, or government department or Governmental Agency except those filed in favour of any Seller or Buyer in connection with this document; and

(gg) (National Consumer Credit Protection Laws) no Purchased Receivable or Purchased Related Securities (or any Receivables Contract related to them) nor the creation and existence of the Purchased Receivable or Purchased Related Securities (or any Receivables Contract related to them) are governed or regulated by the National Consumer Credit Protection Laws; and

(hh) (GST Grouping) it is not a member of the WEX GST Group and will only become a member of the WEX GST Group if the WEX GST Group complies with the form requirements set out in item 17 of Schedule 1 (“Conditions Precedent”).

16.2 Continuation of representations and warranties

Each of the representations and warranties set out in clause 16.1 (“Representations and warranties by Seller and Servicer”) are taken to be made by the relevant party on the Cut-off Date, each Reporting Date, each Payment Date, each Purchase Date, the date of each Settlement Notice and the date of the Sale Notice by reference to their then current circumstances.

Each Seller and the Servicer agrees to notify the Buyer and Manager promptly (and in any case within 3 Business Days) if it becomes aware that it cannot repeat any of its representations and warranties under clause 16.1 (“Representations and warranties by Seller and Servicer”) at any time during the term of this document by reference to the then current circumstances. A notification under this clause does not limit any of the Buyer’s or Manager’s rights under this document.

16.3 Reliance

Each Seller and the Servicer each acknowledges that each of the Buyer and Manager has entered into the Transaction Documents in reliance on the representations and warranties in clause 16.1 (“Representations and warranties by Seller and Servicer”).

16.4 Representations and warranties by Manager and Buyer

Each of the Manager and the Buyer represents and warrants (except in relation to matters disclosed to the Principal Seller and the Servicer) that:

(a) (incorporation and existence) it has been incorporated as a company limited by shares in accordance with the laws of its place of incorporation, is validly existing under those laws and has power and authority to carry on its business as it is now being conducted; and

(b) (power) it has full legal capacity and power to enter into the Transaction Documents in respect of the Trust to which it is a party and comply with its obligations under them; and

(c) (no contravention or exceeding power) the Transaction Documents in respect of the Trust and the transactions under them which involve it do not contravene its constituent documents (if any) or any law, directive or obligation by which it is bound or to which any of its assets are subject, or cause a limitation on its powers or the powers of its directors to be exceeded; and

(d) (authorisations) it has in full force and effect the authorisations necessary for it to enter into the Transaction Documents in respect of the Trust to which it is a party, to comply with its obligations and exercise its rights under them and to allow them to be enforced; and

(e) (validity of obligations) its obligations under the Transaction Documents in respect of the Trust are valid and binding and are enforceable against it in accordance with their terms (subject to general principles of equity and laws affecting creditors’ rights generally); and

(f) (benefit) in respect of the Manager only, it benefits by entering into the Transaction Documents to which it is a party; and

(g) (solvency) there are no reasonable grounds to suspect that it is unable to pay its debts as and when they become due and payable; and

(h) (no immunity) neither it nor any of its Related Entities has immunity from the jurisdiction of a court in Australia or from legal process in Australia; and

(i) (no restrictions) in respect of the Manager only, it does not lack any authorisation, or capacity, and no event has occurred, which would in any material way limit, restrict or prevent it from carrying out the terms of this document or any other Transaction Document to which it is a party; and

(j) (GST grouping) in respect of the Buyer only, subject to a valid indirect tax sharing agreement that complies with section 444-90 of Schedule 1 to the Taxation Administration Act 1953 (Cth) being put in place, it will only become a member of the WEX GST Group in its capacity as trustee of the Trust if directed to do so by the Manager.

17 Manner of payments

Each Seller and the Servicer agrees to make payments (including by way of reimbursement) under this document:

(d) on the due date (or, if that is not a Business Day, on the next Business Day);and

(e) not later than 11:00 am in the place for payment (unless otherwise specified); and

(f) in Australian Dollars in Cleared Funds; and

(g) in full without set-off or counterclaim, and without any deduction in respect of Taxes unless such payment is prohibited by law.

18 Withholding tax

If a law requires a Seller or the Servicer (“Payer”) to withhold or deduct any Taxes from a payment to the Buyer or the Manager (“Payee”) so that the recipient of the payment would not actually receive for its own benefit on the due date the full amount provided for under this document or under any other Transaction Document, then:

(a) except in respect of Excluded Taxes and/or FATCA, the Payer will pay such additional amount as is necessary to ensure that the Payee receives and retains (free and clear of any liability in relation to any such withholding or deduction) a net sum equal to what it would have received and retained had no such withholding or deduction been required;

(b) the Payer must make the withholdings or deductions; and

(c) the Payer must pay the full amount deducted to the relevant authority in accordance with applicable law and (if requested by the Payee) deliver the original receipts to the Payee.

Notwithstanding any other clause of this agreement, if the Payer, or any other person from whom payments under this agreement are made, is required to withhold or deduct amounts under or in connection with, or in order to ensure compliance with FATCA, the Payer or that other person shall be permitted to make such withholding or deduction and the Payee will not be permitted to receive any gross up, additional amount or other amount for such withholding or deduction.

19 Costs and indemnities

19.1 What the Sellers and Servicers agrees to pay

Each Seller and the Servicer agrees to pay or reimburse:

(k) the reasonable Costs of the Buyer and the Manager in connection with:

(i) the negotiation, preparation, execution, amendment and registration of and payment of Taxes on, any Transaction; and

(ii) it being satisfied that the conditions precedent have been met; and

(iii) giving and considering consents, waivers, variations, discharges and releases and producing title documents; and

(l) the Costs of the Buyer and the Manager in otherwise acting in connection with the Transaction Documents to which any Seller is a party, in respect of exercising, enforcing or preserving rights (or considering doing so), or doing anything in connection with any enquiry by an authority involving a Seller or the Servicer or any of its Related Entities or the Purchased Receivables; and

(m) Taxes and fees (including registration fees) and fines and penalties in respect of fees paid, or that the Buyer reasonably believes are payable, in connection with any Transaction Document to which any Seller is a party or a payment or receipt or any other transaction contemplated by any Transaction Document to which a Seller or the Servicer is a party. However, a Seller or the Servicer need not pay a fine or penalty in connection with Taxes or fees to the extent that it has placed the Buyer in sufficient Cleared Funds for the Buyer to be able to pay the Taxes or fees by the due date; and

(n) the Buyer for any amount in respect of any GST the Buyer is required to pay in connection with a Purchased Receivable, a Purchased Related Security or in relation to any transaction contemplated under or in connection with this document.

Each Seller and the Servicer agrees to pay amounts due under this clause on demand from the Buyer and the Manager agrees to provide reasonable details of the calculation of the amounts due under this clause,.

19.2 Indemnity from Seller and Servicer

Without limiting any other rights which the Buyer or Manager may have under this document or under applicable law, each Seller and the Servicer (“Indemnifying Parties”) indemnifies the Buyer and the Manager from and against any and all damages, losses, claims, liabilities, costs and expenses awarded against or incurred by it in connection with the Transaction Documents to which a Seller or the Servicer is a party, including, without limitation, any legal fees and expenses incurred by the Buyer and the Manager (charged at the usual commercial rates of the relevant legal services provider) and disbursements including any Taxes or in connection with any Taxes thereon (all of the foregoing being collectively referred to as “Indemnified Amounts”). The Indemnified Amounts include damages, losses, claims, liabilities, costs and expenses of or incurred by the Buyer or Manager in connection with:

(a) the occurrence of any Potential Amortisation Events or Amortisation Events; or

(b) the omission by an Indemnifying Party to make payment or delay in making payment of an amount under this document on the original due date and in the currency required under this document (whether or not any period of grace has expired); or

(c) any other breach by an Indemnifying Party of any term of any Transaction Document or any wrongful or negligent act or omission of an Indemnifying Party; or

(d) the failure to effect a sale to the Buyer of all the Purchased Receivables and Purchased Related Security (other than as a result of the Buyer not paying the Purchase Price); or

(e) any products liability claim, or personal injury or property damage claim, or other similar or related claim or action of whatever nature arising out of or in connection with goods and/or services which are the subject of any Purchased Receivable or Purchased Related Security; or

(f) any dispute, claim, or equity asserted by a Debtor in purported reduction of its obligation in respect of a Purchased Receivable (excluding a Purchased Ineligible Receivable) or any other claim made by a Debtor or provider of any Purchased Related Security in relation to any Purchased Receivable (excluding a Purchased Ineligible Receivable) or Purchased Related Security; or

(g) the Buyer or Manager acting in connection with a Transaction Document in good faith on facsimile or telephone directions purporting to originate from the offices of an Indemnifying Party or to be given by an Authorised Officer of an Indemnifying Party; or

(h) the servicing of Purchased Receivables and Purchased Related Securities or any collection activities conducted by an Indemnifying Party or any of its agents or delegates or any other activity undertaken or omitted by an Indemnifying Party or any of its agents or delegates with respect to any Purchased Receivable and Purchased Related Securities including, without limitation, its maintenance and custody of records with respect to any Purchased Receivable and Purchased Related Securities. No Seller or the Servicer will have any liability under this paragraph for any obligation of a Debtor or a Debtor failing to perform any obligation under any Purchased Receivable or Purchased Related Security and nothing in this paragraph constitutes a guarantee, or similar obligation, by any Seller or any Servicer of any Purchased Receivable, Purchased Related Security; or

(i) any information regarding the Debtors, any contracts, Purchased Receivables and Purchased Related Securities, related records or any other related documents provided by an Indemnifying Party (or any officer or Subsidiary of any of the foregoing) is false or misleading in any material respect or omits any material fact at the time provided to the Buyer or Manager; or

(j) the commingling of Collections by an Indemnifying Party at any time with other funds; or

(k) the failure by an Indemnifying Party to comply with any applicable law, rule or regulation with respect to any Purchased Receivable and Purchased Related Securities, or the non-conformity of any Purchased Receivable or Purchased Related Security with any such applicable law, rule or regulation; or

(l) any Taxes (excluding tax imposed on the overall income of Perpetual Corporate Trust Limited or the Manager) imposed on or in respect of any payment made by an Indemnifying Party to the Buyer or Manager as a result of the enactment, promulgation, issuance, execution or ratification of, or any change in or amendment to, any law or regulation (or in the application or official interpretation of any law or regulation) that occurs on or after the date of this document incurred in connection therewith. If the Buyer or Manager pays any amounts for which an Indemnifying Party has agreed to indemnify the Buyer or Manager under this clause, the Indemnifying Party shall indemnify the Buyer or Manager on demand in full in the currency in which such Taxes are payable together with interest thereon from and including the date of payment at the rate per annum described in clause 20 (“Interest on overdue amounts”); or

(m) the failure to file, or delay in filing or registering any instruments or documents with respect to the Purchased Receivables or Purchased Related Security at any public register, office, authority, or government department or Governmental Agency where it is required to under this document; or

(n) any other liability, loss, cost or expense that the Buyer incurs in connection with the Purchased Receivables or Purchased Related Securities as a result of any action against it in respect of the Relevant Legislation,

except to the extent that such Indemnified Amounts have been incurred as a result of the Buyer’s fraud, negligence or Wilful Default or the Manager’s fraud, negligence or default, as applicable.

19.3 Items included in loss, liability and Costs

Each Indemnifying Party agrees that loss or liability and any Costs in any indemnity under the Transaction Documents may include an amount called “break costs”. These may be calculated by any method the Manager reasonably chooses including by reference to any loss the Buyer incurs because the Buyer terminates arrangements it has made with others in connection with the Transaction Documents.

19.4 Payment of third party losses

Each Indemnifying Party agrees to pay an amount equal to any liability or loss and any Costs of the kind referred to in any indemnity in this clause suffered or incurred by any attorney, employee, officer, agent or contractor of the Buyer or Manager.

19.5 Currency conversion on judgment debt

If a judgment, order or proof of debt for an amount in connection with a Transaction Document is expressed in a currency other than Australian dollars, then each Indemnifying Party indemnifies the Buyer and Manager against:

(a) any difference arising from converting the other currency if the rate of exchange used by the Manager for converting that currency when the Buyer or Manager receives a payment in that currency is less favourable to the Buyer or Manager (whichever is applicable) than the rate of exchange used for the purpose of the judgment, order or acceptance of proof of debt; and

(b) the Costs of conversion.

Each Indemnifying Party agrees to pay amounts due under this indemnity on demand from the Buyer or Manager (whichever is applicable).

19.6 No GST gross up for Supply of Purchased Receivables

The parties agree that:

(a) any amount of money payable by the Buyer to any Seller for any Supply of a Purchased Receivable or a Purchased Related Security is exclusive of GST; and

(b) no Seller is entitled to recover an amount from the Buyer on account of the GST (if any) payable by that Seller on any Supply of a Purchased Receivable or of a Related Security.

For the avoidance of doubt, clause 29 (“GST”) does not apply to the supply of a Purchased Receivable or Purchased Related Security.

20 Interest on overdue amounts

20.1 Obligation to pay

If a Seller or the Servicer does not pay any amount under this document on the due date for payment, the party agrees to pay interest on that amount at the Default Rate. The interest accrues daily from (and including) the due date to (but excluding) the date of actual payment and is calculated on actual days elapsed and a year of 365 days.

Each Seller and the Servicer agree to pay interest under this clause on demand from the Buyer (acting on the instructions of the Manager).

20.2 Compounding

Interest payable under clause 20.1 (“Obligation to pay”) which is not paid when due for payment may be added to the overdue amount by the Buyer (acting on the instructions of the Manager) at intervals which the Buyer (acting on the instructions of the Manager) determines from time to time or, if no determination is made, every month. Interest is payable on the increased overdue amount at the Default Rate in the manner set out in clause 20.1 (“Obligation to pay”).

20.3 Interest following judgment

If a liability becomes merged in a judgment, each Seller and the Servicer agree to pay interest on the amount of that liability as an independent obligation. This interest:

(a) accrues daily from (and including) the date the liability becomes due for payment both before and after the judgment up to (but excluding) the date the liability is paid; and

(b) is calculated at the judgment rate or the Default Rate (whichever is higher).

Each Seller and the Servicer agree to pay interest under this clause on demand from the Buyer (acting on the instructions of the Manager).

21 Limited recourse

21.1 Buyer’s Liability General

Clause 17 (“Indemnity and limitation of liability”) of the Master Trust Deed is incorporated by reference as if set out in full in this document.

21.2 Buyer’s Liability to Manager

Clause 19 (“Limited recourse against Trustee”) of the Security Trust Deed applies to the liability of the Buyer to the Manager under this document.

22 Acknowledgment of Supplementary Terms Notice

The parties acknowledge that the restrictions contained in clause 10 (“No action without consent of Facility Providers”) of the Supplementary Terms Notice apply to this document.

23 Amortisation Events

23.1 Amortisation Events

Each of the following is an Amortisation Event:

(c) (non-payment) any Seller or the Servicer does not pay within 2 Business Days any amount payable by it in connection with this document (including any amounts required to be remitted to the Collections Account) in the manner required under that Transaction Document;

(d) (3-MonthlyDefault Ratio) the Average Default Ratio on any Reporting Date exceeds 0.8%;

(e) (3-Monthly Delinquency Ratio) the Average DelinquencyRatio on any Reporting Date exceeds 1.0%;

(f) (3-Monthly Dilution Ratio) the Average Dilution Ratio on any Reporting Date exceeds 0.25%;

(g) (3-Monthly Days Sales Outstanding) the Average Days Sales Outstanding on any Reporting Date exceeds 40 days;

(h) (Class A Note Proportion) the Class A Note Proportion on any date exceeds the Maximum Class A Note Proportion and the Seller has not deposited an amount into the Collections Account in order to decrease the Class A Note Proportion to or below the Maximum Class A Note Proportion by a date no later than 10 Business Days after the date the Class A Note Proportion first exceeded the Maximum Class A Note Proportion;

(i) (Title Perfection Event) a Title Perfection Event occurs;

(j) (Authorisations) any Authorisation necessary to enable any Seller or the Servicer to comply with its obligations under any Transaction Document ceases to be in full force and effect and is not renewed or replaced within 10 Business Days;

(k) (Change in Control) a change in Control of the Guarantor, a Seller or the Servicer occurs;

(l) (Event of Default) an Event of Default occurs;

(m) (Substitution Period) the Substitution Period is ended; and

(n) (Insurance Policy) the Insurance Policy has expired and if the Seller is required to renew the Insurance Policy in accordance with the Annual Review, the Seller has not renewed the Insurance Policy by a date no later than 10 Business Days after the date the Insurance Policy expired, and the Seller has not provided a copy of the renewed Insurance Policy to the Manager by a date no later than 5 Business Days after the date the Insurance Policy was renewed.

23.2 Consequences of Amortisation Events

If an Amortisation Event occurs, then the Buyer (acting on the instructions of the Manager) may do any one or more of the following:

(c) cease to make Purchases under this document; and

(d) exercise any other rights available to it in this document or the other Transaction Documents.

24 Title Perfection Event

24.1 Title Perfection Event

Each of the following is a Title Perfection Event:

(e) (Downgrade Event)a Downgrade Event occurs and the Servicer and the Manager are unable to reach agreement as to the consequences of that Downgrade Event within 30 Business Days after the day the Downgrade Event first occurred;

(f) (Insolvency) a Seller or Servicer becomes Insolvent; or

(g) (non-payment) a Seller or Servicer does not pay within 2 Business Days any amount payable by it in connection with this document (including any amounts required to be remitted to the Collections Account) in the manner required under that Transaction Document;

(h) (non-compliance with other obligations) a Seller or Servicer does not comply with any other obligation under any Transaction Document and such breach results in a Material Adverse Event, if the non-compliance can be remedied in the opinion of the Buyer (acting on the instructions of the Manager), does not remedy the non-compliance within 20 Business Days, or such longer period as determined by the Buyer (acting on the instructions of the Manager); or

(i) (incorrect representation or warranty) a representation or warranty made by or for, or taken to have been made by or for a Seller or Servicer in connection with a Transaction Document is found to have been incorrect or misleading when made, or when taken to have been made and such breach results in a Material Adverse Event and, if the non-compliance can be remedied in the opinion of the Buyer (acting on the instructions of the Manager), is not remedied within 30 Business Days of notice in writing by the Manager to that Seller or Servicer; or

(j) (reporting) the Servicer fails to prepare and submit to the Trust Manager in a timely fashion any information so required under the Transaction Documents and such failure will have a Material Adverse Event and, if capable of remedy, is not remedied within 5 Business Days of notice delivered to the Servicer by the Buyer or the Manager.

24.2 Consequences of Title Perfection Event

If a Title Perfection Event occurs, then the Buyer (acting on the instructions of the Manager) may do any one or more of the following:

(a) require each Seller and the Servicer to immediately pay to the Buyer all Collections and other amount previously collected on behalf of the Buyer which have not been accounted for under clause 7 (“Application of Collections”) or otherwise in accordance with this document and all other Amounts Owing in respect of it;

(b) terminate the appointment of any or all of the Sellers and Servicers under this document;

(c) give notices to the Debtors and take the other actions contemplated by clause 14.4 (“If a Successor Servicer is appointed/Notice to Debtors”); and

(d) exercise any other rights available to it in this document or the other Transaction Documents.

25 Assignment

None of any Seller or (subject to clause 14 (“Change of Servicer”)) the Servicer may assign or otherwise deal with any of its rights under any Transaction Document or allow any interest in them to arise or be varied, in each case without the consent of each other party to this document.

26 Change of law

26.1 Notice of change of law

If:

(a) a law or a directive or request (whether or not having the force of law) of any Governmental Agency not in effect at the date of this document; or

(b) an amendment after the date of this document to, or a change after the date of this document in the interpretation or application of, a law or a directive or request (whether or not having the force of law) of a Governmental Agency,

makes or will make it illegal in any jurisdiction for the Buyer to perform its obligations under the Transaction Documents, the Buyer (acting on the instructions of the Manager) may give notice (a “Change of Law Notice”) to the Principal Seller that it considers that this has happened or that it will happen.

26.2 Termination after change of law

Unless the Buyer (acting on the instructions of the Manager) and the Principal Seller agree otherwise, this document will terminate upon the earlier of the date that is 120 days after the giving of a Change of Law Notice and the date that the illegality takes effect.

27 Notices

27.1 Form

Unless expressly stated otherwise in the Transaction Documents, all notices, certificates, consents, approvals, waivers and other communications in connection with that Transaction Document must be in writing, signed by an Authorised Officer of the sender and marked for attention as set out or referred to in the Details or, if the recipient has notified otherwise, marked for attention in the way last notified.

27.2 Delivery

They must be:

(a) left at the address set out or referred to in the Details; or

(b) sent by prepaid post (airmail, if appropriate) to the address set out or referred to in the Details; or

(c) sent by fax to the fax number set out or referred to in the Details; or

(d) sent by email to the email address (if any) set out or referred to in the Details.

However, if the intended recipient has notified a changed postal or email address or changed fax number, then the communication must be to that address or number.

27.3 When effective

They take effect from the time they are received unless a later time is specified in them.

27.4 Deemed receipt – postal

If sent by post, they are taken to be received three days after posting (or seven days after posting if sent to or from a place outside of the country of the sender of them).

27.5 Deemed receipt – fax

If sent by fax and received in legible form, they are taken to be received at the time shown in the transmission report as the time that the whole fax was sent.

27.6 Deemed receipt – email

If sent by email and received in readable form, they are taken to be received at the time shown in the email as the time that the email was received.

27.7 Deemed receipt – general

Despite clauses 27.4 (“Deemed receipt – postal”), 27.5 (“Deemed receipt – fax”) and 27.6 (“Deemed receipt – email”), if they are received after 5pm in the place of receipt or on a non-Business Day, they are taken to be received at 9am on the next Business Day.

27.8 Change in details

Despite any other provision in this clause 27, at least 5 Business Days prior notice must be given by a party of any change in any matter specified in the Details section of this document.

27.9 Exception to email

Unless the body of an email and/or an attachment to an email (as applicable) is signed by an Authorised Officer, no notice, certificate, consent, approval, waiver or other communication in connection with a Transaction Document will be effective if it is sent to or received by the Manager or the Class A Facility Provider in the form of an email.

28 General

28.1 Application to Transaction Documents

If anything in this clause is inconsistent with a provision in another Transaction Document, then the provision in the other Transaction Document prevails for the purposes of that Transaction Document.

28.2 Prompt performance

If a Transaction Document specifies when a party agrees to perform an obligation, the party agrees to perform it by the time specified. Each party agrees to perform all other obligations promptly.

28.3 Consents

Each party agrees to comply with all conditions in any consent any other party gives in connection with a Transaction Document.

28.4 Certificates

A party may give any other party a certificate about an amount payable or other matter in connection with a Transaction Document. The certificate is evidence of the amount or matter, unless it is proved to be incorrect.

28.5 Set-off

The Buyer (acting on the instructions of the Manager) may set off any amount due for payment by the Buyer to another party against any amount due for payment by that other party to the Buyer under any Transaction Document.

Each of the Principal Seller, the Servicer, each Seller and the Servicer waive all rights of set-off against the Buyer.

28.6 Discretion in exercising rights

Each party may exercise a right or remedy or give or refuse its consent under a Transaction Document in any way it considers appropriate (including by imposing conditions).

28.7 Partial exercising of rights

If a party does not exercise a right or remedy under a Transaction Document fully or at a given time, the party may still exercise it later.

28.8 No liability for loss

A party is not liable for loss caused by the exercise or attempted exercise of, failure to exercise, or delay in exercising, a right or remedy under a Transaction Document.

28.9 Conflict of interest

A party’s rights and remedies under any Transaction Document may be exercised even if this involves a conflict of duty or the party has a personal interest in their exercise.

28.10 Remedies cumulative

The rights and remedies of a party under any Transaction Document are in addition to other rights and remedies given by law independently of the Transaction Document.

28.11 Indemnities

Any indemnity in a Transaction Document is a continuing obligation, independent of the party’s other obligations under that Transaction Document and continues after the Transaction Document ends. It is not necessary for a party to incur expense or make payment before enforcing a right of indemnity under a Transaction Document.

28.12 Rights and obligations are unaffected

Rights given to a party under a Transaction Document and any other party’s liabilities under it are not affected by anything which might otherwise affect them at law.

28.13 Inconsistent law

To the extent permitted by law, each Transaction Document prevails to the extent it is inconsistent with any law.

28.14 Supervening legislation

Any present or future legislation which operates to vary the obligations of a party in connection with a Transaction Document with the result that any other party’s rights, powers or remedies are adversely affected (including by way of delay or postponement) is excluded except to the extent that its exclusion is prohibited or rendered ineffective by law.

28.15 Variation and waiver

A provision of a Transaction Document, or right created under it, may not be waived or varied except in writing signed by the party or parties to be bound.

28.16 Confidentiality

Each party agrees not to disclose information provided by any other party that is not publicly available (including the existence of or contents of any Transaction Document) except:

(a) in connection with any proceedings arising out of or in connection with this document or any other Transaction Document or the preservation or maintenance of its rights thereunder;

(b) if required to do so by an order of a court of competent jurisdiction whether in pursuance of any procedure for discovering documents or otherwise;

(c) pursuant to any law or regulation or requirement of any Governmental Agency in accordance with which that party is required to act;

(d) to any governmental, banking or taxation authority of competent jurisdiction;

(e) to its auditors or legal or other professional advisers or any applicable rating agency;

(f) with the consent of the party who provided the information; or

(g) as required by any law or stock exchange.

Each party consents to disclosures made in accordance with this clause.

Each party indemnifies the provider of such information for any losses (including any third party legal costs) on a full indemnity basis which arise as a result of such party’s breach of this clause 28.16. Nothing in this document prohibits a Seller or the Servicer to this document making a general statement that it has entered into an arrangement whereby it sells certain trade receivables to a third party.

28.17 Further steps

Each of the Principal Seller, each Seller and the Servicer agree to do anything the Buyer (acting on the instructions of the Manager) asks (such as obtaining consents, signing and producing documents and getting documents completed and signed) to the extent necessary:

(a) to bind the Principal Seller, each Seller and the Servicer and any other person intended to be bound under the Transaction Documents to which a Seller and the Servicer are expressed to be parties; or

(b) to enable the Buyer to register any power of attorney in this document.

28.18 Consideration

Each of the Principal Seller, each Seller and the Servicer acknowledges entering into this document and incurring obligations and giving rights under this document for valuable consideration received from the Buyer and the Manager.

28.19 Counterparts

This document may consist of a number of copies, each signed by one or more parties to the agreement. If so, the signed copies are treated as comprising one document.

28.20 Applicable law

Each Transaction Document is governed by the law in force in the place specified in the Details and parties submit to the non-exclusive jurisdiction of the courts of that place.

28.21 Serving documents

Without preventing any other method of service, any document in a court action may be served on a party by being delivered to or left at that party’s address for service of notices under clause 27 (“Notices”).

28.22 Rights and obligations surviving termination

The following rights and obligations will continue and survive termination of this document:

(a) the rights and remedies with respect to any breach of any representation, warranty, undertaking or covenant made by a party in or pursuant to this document;

(b) the obligations of the Principal Seller, each Seller and the Servicer under the Transaction Documents to assist the Manager and the Buyer in protecting the Buyer’s interest in any Collections, Purchased Receivables and Purchased Related Securities;

(c) the obligations of the Principal Seller, each Seller and the Servicer to remit any Collections to the Buyer; and

(d) the indemnification and payment provisions of this document.

29 GST

29.1 Consideration GST exclusive

Unless expressly stated otherwise in this document, all amounts payable or consideration to be provided under this document are exclusive of GST.

29.2 Payment of GST

If GST is payable on any supply made under this document, for which the consideration is not expressly stated to include GST, the recipient agrees to pay to the supplier an additional amount equal to the GST at the same time that the consideration for the supply is to be provided. However:

(a) the recipient need not pay the additional amount until the supplier gives the recipient a tax invoice or an adjustment note; and

(b) if an adjustment event arises in respect of the supply, the additional amount will be adjusted to reflect the adjustment event and the recipient or the supplier (as the case may be) must make any payments necessary to reflect the adjustment.

29.3 Reimbursements

If a party is required under this document to indemnify another party or pay or reimburse costs of another party, that party agrees to pay:

(a) the relevant amount less any input tax credits to which the other party (or to which the representative member for a GST group of which the other party is a member) is entitled; and

(b) if the indemnity or payment or reimbursement is subject to GST, an amount equal to that GST, in accordance with clause29.2 (“Payment of GST”).

29.4 Interpretation

All expressions used in this clause 29 which are defined in the GST law have the meanings given to them in the GST law. GST law has the same meaning it has in the GST Act.

30 Interpretation

30.1 Terms defined in the Supplementary Terms Notice

A term which has a defined meaning in the Supplementary Terms Notice (including by incorporation) has the same meaning when used in this document unless it is expressly defined in this document, in which case the meaning in this document prevails.

30.2 Definitions and interpretation

Acceptable Jurisdiction means the jurisdiction of any State of Australia or the Australian Capital Territory or the Northern Territory.

Accounting Standards means:

(a) accounting standards as that term is defined in the Corporations Act;

(b) the requirements of the Corporations Act in relation to the preparation and content of financial reports;

(c) if and to the extent that any matter is not covered by the accounting standards or requirements referred to in paragraphs (a) or (b), other relevant accounting standards and generally accepted accounting principles applied from time to time in Australia for a business similar to the Principal Seller, the Servicer and each Seller; and

(d) in respect of half-yearly Financial Reports furnished in accordance with clause 12.1(h)(ii) (“General undertakings – proper accounts”), US Generally Accepted Accounting Principles.

Adjustment means a reduction or cancellation in the amount paid or payable by any Debtor in respect of any or all Purchased Receivables (other than any Collections) by reason of any set off, counterclaim, defences, billing errors, discount or rebate or payment dispute, the operation of any retention of title clause, or any other event (other than, in the case of any such other event, a partial or total default by a Debtor, the discharge in bankruptcy of the Debtor, insolvency or other financial inability of a Debtor or arising due to an act of the Buyer or the Manager) which results in that Debtor paying or being liable to pay less than the Outstanding Amount in relation to the Purchased Receivables.

Aggregate Sales means, for a specified period, the sum of the principal amount of all Purchased Receivables Originated by Sellers for that period.

Allowable Class B Amount means, on any date, an amount equal to A x B, where:

A    is the Maximum Class B Note Proportion; and

B     is the Eligible Pool Balance on that date.

Annual Review means a credit review conducted by the Manager and the Class A Facility Provider on or about the expiry date of each Insurance Policy to determine whether the Manager and the Class A Facility Provider will require the Seller to maintain insurance policies for the next 12 months. In exercising this discretion, the Manager and the Class A Facility Provider will have regard to such matters as it considers appropriate including (but not limited to) the credit risk of the Seller and the Receivables. In any event, the Manager must act reasonably and in good faith.

Amortisation Events means any of the events specified in clause 23.1 (“Amortisation Events”).

Amounts Owing means in respect of a party, all amounts then due for payment or which will or may become due for payment or which remain unpaid, by the party to the Buyer in connection with the Transaction Documents:

(a) irrespective of the capacity in which the party became liable to the amount concerned;

(b) whether the party is liable as principal debtor, as surety or otherwise;

(c) whether the party is liable alone, or together with another person; and

(d) irrespective of the capacity in which the Buyer became entitled to the amount concerned.

Authorisation means any authorisation, approval, consent, licence, permit, franchise, permission, filing, registration, resolution, direction, declaration or exemption from, by or with a Governmental Agency.

Authorised Officer has the meaning given to that term in the Security Trust Deed.

Average Day Sales Outstanding means, on a Reporting Date, an amount (expressed as a percentage) equal to A ÷ B, where:

A is the aggregate of the Day Sales Outstanding for each of the 3 immediately preceding Collection Periods (or where there have not been 3 immediately preceding Collection Periods, calculated as determined by the Manager using prior historical information); and

B is 3.

Average Default Ratio means, on a Reporting Date, an amount (expressed as a percentage) equal to A ÷ B, where:

A is the aggregate of the Current Default Ratio for each of the 3 immediately preceding Collection Periods (or where there have not been 3 immediately preceding Collection Periods, calculated as determined by the Manager using prior historical information); and

B is 3.

Average Delinquency Ratio means, on a Reporting Date, an amount (expressed as a percentage) equal to A ÷ B, where:

A is the aggregate of the Delinquency Ratio for each of the 3 immediately preceding Collection Periods (or where there have not been 3 immediately preceding Collection Periods, calculated as determined by the Manager using prior historical information); and

B is 3.

Average Dilution Ratio means, on a Reporting Date, an amount (expressed as a percentage) equal to A ÷ B, where:

A is the aggregate of the Dilution Ratio for each of the 3 immediately preceding Collection Periods (or where there have not been 3 immediately preceding Collection Periods, calculated as determined by the Manager using prior historical information); and

B is 3.

Average Sales means, on a Reporting Date, an amount equal to A ÷ B, where:

A is the aggregate Aggregate Sales for each of the 3 immediately preceding Collection Periods (or where there have not been 3 immediately preceding Collection Periods, calculated as determined by the Manager using prior historical information); and

B is 3.

Base Rate means the Bank Bill Rate as defined in the Class A Facility Deed and determined in respect of an interest period of one month.

Business Day means a day on which commercial banks are open for business in the place or places set out in the Details (not being a Saturday, Sunday or public holiday in that place).

Buyer means the person so described in the Details.

Call Option Event occurs if the Principal Seller gives a written notice to the Manager stating that it intends to reacquire the Purchased Receivables:

(a) on any day following the end of the Substitution Period; or

(b) during the Substitution Period if the following occurs:

(i) the outstanding principal amount of all Purchased Eligible Receivables is less than or equal to 10% of the Class A Commitment; or

(ii) the Invested Amount of all Class A Notes is equal to zero.

Carrying Cost Reserve Percentage means, on a Reporting Date, an amount (expressed as a percentage) equal to (A x B) ÷ C, where:

A is the aggregate of the Senior Expenses Ratio and the Stressed Senior Note Margin in each case as at that Reporting Date;

B is the Liquidation Period as at that Reporting Date; and

C is 12.

Class A Commitment has the meaning given to the term Commitment in the Class A Facility Deed.

Class A Facility Deed means the deed entitled “Southern Cross WEX 2015-1 Trust Class A Facility Deed” dated on or about the date of this document between the Buyer, the Manager and the Class A Facility Provider.

Class A Facility Principal Outstanding has the meaning given to it in the Class A Facility Deed.

Class A Facility Provider means the person so described in the Details.

Class A Note Proportion means, on any date, an amount (expressed as a percentage) equal to A ÷ B, where:

A is the Class A Facility Principal Outstanding; and

B is the Eligible Pool Balance,

in each case as at that date.

Class A Unutilised Commitment has the meaning given to the term Unutilised Commitment in the Class A Facility Deed.

Class B Facility Deed means the deed entitled “Southern Cross WEX 2015-1 Trust Class B Facility Deed” dated on or about the date of this document between the Buyer, the Manager and the Class B Facility Provider.

Class B Facility Principal Outstanding has the meaning given to it in the Class B Facility Deed.

Class B Facility Provider means the person so described in the Details.

Class B Note Proportion means, on any date, an amount (expressed as a percentage) equal to A – B, where:

A    is 1; and

B    is the Class A Note Proportion as at that date.

Cleared Funds means immediately available funds, so that if they are paid to a recipient:

(a) no further confirmation is required to vest the money in the recipient; and

(b) the property of the recipient in the funds cannot be revoked by any person; and

(c) no further action or lapse of time is required to enable the recipient to pay those funds away.

Code means the United States of America Internal Revenue Code of 1986.

Collections means, in respect of any Purchased Receivable and any Purchased Related Security, all amounts (including any cash collections, finance charges, interest, late payment charges, recoveries and insurance collections but excluding establishment fees) which are received by the Principal Seller, the Servicer or any Seller either:

(a) from or on behalf of Debtors in payment of amounts owed in respect of that Purchased Receivable or any Purchased Related Security; or

(b) under or in relation to a Purchased Related Security,

(whether in the form of wire transfer, cash, cheque, draft or other instrument regardless of where received) together with:

(a) any amounts received under clause 9.1 (“Request”); and

(b) any amounts paid by the Principal Seller, the Servicer or any Seller in respect of Purchased Receivables and Purchased Related Securities under this document.

Collections Account means the account of the Buyer so defined in the General Security Agreement.

Collections Account Shortfall Amount means, on any day, an amount equal to the greater of (a) zero, and (b) the Required Collections Account Balance on that day less the balance of the Collections Account on that day.

Control of a corporation includes the direct or indirect power to directly or indirectly:

(a) direct the management or policies of the corporation; or

(b) control the membership of the board of directors,

whether or not the power has statutory, legal or equitable force or is based on statutory, legal or equitable rights, and whether or not it arises by means of trusts, agreements, arrangements, understandings, practices, the ownership of any interest in shares or stock of that corporation or otherwise.

Corporations Act means the law established under the Corporations Act 2001 (Cth) and includes the Corporations Regulations made under that Act.

Costs includes costs, charges and expenses, including those incurred in connection with advisers.

Credit and Collection Policy means the Principal Seller’s, the Servicer’s and the Sellers’ customary policies, practices and procedures relating to Receivables attached as Schedule 8 (“Credit and Collection Policy”) to this document and as amended or replaced from time to time in accordance with clause 12.1(f) including, whether or not included in Schedule 8 (“Credit and Collection Policy”), such security procedures or policies relating to the Sellers’ and Servicer’s maintenance and storage of Receivables Contracts (in hard copy or electronic form) and related records.

Current Default Ratio means, on a Reporting Date, an amount (expressed as a percentage) equal to A ÷ B, where:

A is the aggregate outstanding principal amount of all Purchased Receivables which first become Defaulted Purchased Receivables during the immediately preceding Collection Period; and

B is the Aggregate Sales for the 4^th Collection Period prior to (but excluding) the immediately preceding Collection Period (or where there have not been 4 immediately preceding Collection Periods, calculated as determined by the Manager using prior historical information).

Cut-off Date means the date specified by the Principal Seller in the Sale Notice.

Daily Receivables Report means a report which:

(a) is in the form of Schedule 6 (“Form of Daily Receivables Report”) (or in any other form as agreed between the Buyer and the Servicer from time to time);

(b) is completed and contains all required information as at the date it is given; and

(c) is signed by an Authorised Officer of the Servicer.

Days Sales Outstanding means, on a Reporting Date, an amount equal to (A ÷ B) x C, where:

A is the aggregate outstanding principal amount of all Purchased Receivables as at the end of the immediately preceding Collection Period;

B is the Average Sales in respect of the immediately preceding Collection Period; and

C    is 30.

Debtor means a person obliged to make payment under, or who is indebted under, a Receivable including any guarantor of it.

Default Rate means the rate then applying for a bill of exchange accepted by an Australian bank with a tenor of 30 days on the due date for payment plus 2% per annum. The Default Rate will be determined at the end of each monthly period.

Defaulted Purchased Receivable means each Defaulted Receivable that is a Purchased Receivable.

Defaulted Receivable means each Receivable in respect of which any of the following events or matters have occurred:

(a) the Servicer or the Seller has written off the Receivable in accordance with the Credit and Collection Policy;

(b) the Servicer or the Seller should have (in the opinion of the Manager), but has not, written off the Receivable in accordance with the Credit and Collection Policy;

(c) the underlying Debtor is Insolvent; or

(d) the Receivable remains unpaid or undischarged in whole or in part for a period of 90 days or more (inclusive) after the due date for payment or discharge.

Delinquent Purchased Receivable means each Delinquent Receivable that is a Purchased Receivable.

Delinquency Ratio means, on a Reporting Date, an amount (expressed as a percentage) equal to A ÷ B, where:

A is the aggregate outstanding principal amount of all Delinquent Purchased Receivables as at the last day of the immediately preceding Collection Period; and

B    is the Aggregate Sales for the immediately preceding Collection Period.

Delinquent Receivable means each Receivable which:

(a) remains unpaid or undischarged in whole or in part for between 60 days and 89 days (inclusive, in each case) after the due date for payment or discharge; and

(b) which is not a Defaulted Receivable.

Details means the section of this document headed “Details”.

Deviation means, on a Reporting Date, an amount equal to A – B, where:

A    is the Dilution Spike; and

B    is the Expected Dilution Ratio,

in each case as at that Reporting Date.

Dilution Horizon means, on a Reporting Date, each of the 2 immediately preceding Collection Periods (or where there has not been 2 immediately preceding Collection Periods, calculated as determined by the Manager using prior historical information).

Dilution Horizon Ratio means, on a Reporting Date, an amount equal to A ÷ B, where:

A is the Dilution Horizon Sales in respect of the immediately preceding Collection Period; and

B is the Eligible Pool Balance on the last day of the immediately preceding Collection Period.

Dilution Horizon Sales means, on a Reporting Date, the Aggregate Sales for the applicable Dilution Horizon.

Dilution Ratio means, on a Reporting Date, an amount (expressed as a percentage) equal to A ÷ B, where:

A is the aggregate of all Adjustments in the immediately preceding Collection Period; and

B is the Dilution Horizon Sales in respect of the immediately preceding Collection Period.

Dilution Reserve Percentage means, on a Reporting Date, an amount (expressed as a percentage) equal to ((A x B) + C) x D, where:

A is the Stress Factor;

B is the Expected Dilution Ratio;

C is the Volatility Component; and

D    is the Dilution Horizon Ratio,

in each case as at that Reporting Date provided, the Dilution Reserve Percentage must be not less than an amount equal to the Expected Dilution Ratio on that Reporting Date multiplied by the Dilution Horizon Ratio.

Dilution Spike means, on a Reporting Date, an amount equal to the highest Dilution Ratio over the 12 immediately preceding Collection Periods (or where there have not been 12 previous Collection Periods, calculated as determined by the Manager using prior historical information).

Downgrade Event means the long term credit rating assigned to the Performance Guarantor is:

(a) B- or lower as assigned by Standard & Poor’s; and

(b) B1 or lower as assigned by Moody’s,

provided that:

(c) if Standard & Poor’s or Moody’s cease to assign a long term credit rating to the Performance Guarantor, a Downgrade Event will occur if either (a) or (b) occurs (as the case may be); and

(d) if Standard & Poor’s and Moody’s cease to assign a long term credit rating to the Performance Guarantor, a Downgrade Event will occur.

Dynamic Reserve Floor means, on a Reporting Date, an amount (expressed as a percentage) equal to A + (B x C) + D, where:

A    is 12%;

B    is the Expected Dilution Ratio;

C    is the Dilution Horizon Ratio; and

D    is the Carrying Cost Reserve Percentage,

in each case as at that Reporting Date.

Dynamic Reserve Percentage means, on a Reporting Date, the higher of:

(a) the Dynamic Reserve Floor; and

(b) the aggregate of:

(i) the Loss Reserve Percentage;

(ii) the Dilution Reserve Percentage; and

(iii) the Carrying Cost Reserve Percentage,

in each case as at that Reporting Date.

Eligible Debtor means a Debtor who:

(a) is not a Subsidiary or employee of a WEX Entity;

(b) to the best of the applicable Seller’s actual knowledge, is able to pay amounts owing under the relevant Receivable;

(c) is not Insolvent; and

(d) has its most recent billing address in an Acceptable Jurisdiction.

Eligible Pool Balance means, on any date, an amount equal to A – B + C – D, where:

A is the aggregate outstanding principal amount of all Purchased Receivables as at such date which were Eligible Receivables as at the purchase date of those Receivables;

B is the aggregate outstanding principal amount of all Delinquent Purchased Receivables and Defaulted Purchased Receivables as at such date;

C is the then balance of the Collections Account less an amount equal to the Required Collections Account Balance; and

D is the aggregate Excess Concentration Amount for all Debtors.

Eligible Receivable means a Receivable which satisfies the requirements set out in Schedule 3 (“Eligible Receivable”) to this document.

Encumbrance means any:

(a) Security Interest; or

(b) right of set-off, assignment of income, garnishee order or monetary claim; or

(c) notice under section 218 or 255 of the Income Tax Assessment Act 1936 (Cwlth) or under section 260-5 of the Taxation Administration Act 1953 (Cwlth); or; or

(d) right that a person (other than the registered proprietor) has to remove something from land (known as a profit à prendre), easement, public right of way, restrictive or positive covenant, lease, or licence to use or occupy; or

(e) equity, (including, without limitation, any trust whether actual, implied or constructive not otherwise covered in paragraph (a) above), interest or writ of execution.

Excess Concentration Amount means, on any date and in respect of a Debtor, the greater of (a) zero and (b) an amount equal to A – (B x C), where:

A is the aggregate outstanding principal amount of the Eligible Receivables in respect of that Debtor;

B is:

(a) in respect of the first Collection Period, the Purchase Price for the Eligible Receivables specified in the Sale Notice; and

(b) in respect of all subsequent Collection Periods, the Eligible Pool Balance as at the last day of the preceding Collection Period; and

C    is 2%.

Excess Class B Note Amount means, on any Payment Date, the lesser of:

(a) the Class A Unutilised Commitment as at such date; and

(b) the amount that the aggregate Class B Invested Amount would need to be reduced by so that the Class B Note Proportion as at the end of the most recent Collection Period is equal to or less than the Maximum Class B Note Proportion.

Excluded Tax means:

(a) any Tax imposed as a result of the Payee not carrying on a business at or through a permanent establishment in Australia;

(b) any Tax required to be withheld or deducted as a result of the Payee not supplying the Payer with an appropriate Australian tax file number, (if applicable) Australian business number or proof of an exemption from a requirement to provide such details; and

(c) any Taxes required to be withheld or deducted pursuant to a notice or direction issued by the Commissioner of Taxation under section 255 of the Tax Act or section 260-5 of Schedule 1 to the Taxation Administration Act 1953 of the Commonwealth of Australia or any similar law.

Expected Dilution Ratio means, on a Reporting Date, an amount (expressed as a percentage) equal to A ÷ B, where:

A is the aggregate of the Dilution Ratio for each of the 12 immediately preceding Collection Periods (or where there have not been 12 preceding Collection Periods, calculated as determined by the Manager using prior historical information); and

B is 12.

Expiry Time means the close of business which is 20 Business Days after the date of the Sale Notice.

FATCA means sections 1471 through to 1474 of the Code or any consolidation, amendment, re-enactment or replacement of those provisions and including any regulations or official interpretations issued, agreements (including, without limitation, intergovernmental agreements) entered into or non-United States laws enacted with respect thereto.

Final Date means the date on which the Invested Amount of the Class A Notes is reduced to zero.

Financial Report means a financial report consisting of:

(a) financial statements; and

(b) any notes to those financial statements; and

(c) any directors’ declaration about the financial statements and notes,

together with any reports (including any directors’ reports) attached to any of those documents or intended to be read with any of them and any other information necessary to give a true and fair view.

Full Proceeds Assignment means the documents entitled “Full Proceeds Assignment” dated on or about the date of this document between QBE and:

(a) WEX Australia; and

(b) WEX Fuel (as applicable),

in respect of the Insurance Policies.

Future Receivable has the meaning given to it in the Sale Notice.

Governmental Agency means any governmental, semi-governmental, administrative, fiscal, judicial or quasi-judicial body, department, commission, authority, tribunal, agency or entity.

Gross Up Factor means, on a Reporting Date, an amount equal to A ÷ B, where:

A    is the Dilution Spike as at that Reporting Date; and

B    is the Expected Dilution Ratio as at that Reporting Date.

GST means any goods and services tax, value added tax, retail turnover tax or similar tax payable, imposed, levied, collected, withheld or assessed by any governmental agency and includes any interest, expenses, fine, penalty or other charge payable or claimed in respect thereof.

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cwlth).

Indemnified Amounts has the meaning given to that term in clause 19.2 (“Indemnity from Seller and Servicer”).

Indemnifying Parties has the meaning given to that term in clause 19.2 (“Indemnity from Seller and Servicer”).

Ineligible Receivable means a Receivable which is not an Eligible Receivable at the relevant Purchase Date.

Initial Receivable has the meaning given to it in the Sale Notice.

A person is Insolvent:

(a) if in relation to a body corporate:

(i) it is (or states that it is) an insolvent under administration or insolvent (each as defined in the Corporations Act); or

(ii) it is in liquidation, in provisional liquidation, under administration or wound up or has had a Controller appointed to its property; or

(iii) it is subject to any arrangement, assignment, moratorium or composition, protected from creditors under any statute or dissolved (in each case, other than to carry out a reconstruction or amalgamation while solvent on terms approved by the Buyer); or

(iv) an application or order has been made (and, in the case of an application, it is not stayed, withdrawn or dismissed within 30 days), resolution passed, proposal put forward, or any other action taken, in each case in connection with that person, which is preparatory to or could result in any of (i), (ii) or (iii) above; or

(v) it is taken (under section 459F(1) of the Corporations Act) to have failed to comply with a statutory demand; or

(vi) it is the subject of an event described in section 459(C)(2)(b) or section 585 of the Corporations Act (or it makes a statement from which the Buyer reasonably deduces it is so subject); or

(vii) it is otherwise unable to pay its debts when they fall due; or

(viii) something having a substantially similar effect to (a)(i) to (vii) happens in connection with that person under the law of any jurisdiction; and

(b) in relation to a person which is not a body corporate, upon the happening of any of the following events:

(i) the death, mental incapacity or bankruptcy of the person or the appointment of a receiver, Buyer or other official in respect of all or any part of the assets of the person;

(ii) such person has a security granted by them enforced against them;

(iii) the person is otherwise unable to pay its debts when they fall due; or

(iv) anything analogous to or having a substantially similar effect to the event referred to above happens under the law of any applicable jurisdiction.

Insurance Policy means:

(a) QBE Insurance (Australia) Limited (“QBE”) policy number AU-49179 dated 20 February 2015 between QBE, WEX Australia t/as Motorpass and WEX Fuel t/as Motorcharge;

(b) QBE policy number AV-48424 dated 20 February 2015 between QBE, WEX Australia and WEX Fuel; and

(c) any other insurance policies required by an Annual Review.

Interest Period has the meaning given to it in the Class A Facility Deed.

Liquidation Period means, on a Reporting Date, an amount equal to (A x B) ÷ C, where:

A is the Days Sales Outstanding as at that Reporting Date;

B is 2; and

C is 30.

Loss Horizon means, on a Reporting Date, the 4 immediately preceding Collection Periods (or where there have not been 4 immediately preceding Collection Periods, calculated as determined by the Manager using prior historical information).

Loss Horizon Ratio means, on a Reporting Date, an amount (expressed as a percentage) equal to A ÷ B, where:

A is the Loss Horizon Sales in respect of the immediately preceding Collection Period; and

B is the Eligible Pool Balance on the last day of the immediately preceding Collection Period.

Loss Horizon Sales means, on a Reporting Date, the Aggregate Sales for the applicable Loss Horizon.

Loss Ratio means, on a Reporting Date, an amount equal to the highest Average Default Ratio over the 12 immediately preceding Collection Periods (or where there have not been 12 immediately preceding Collection Periods, calculated as determined by the Manager using prior historical information).

Loss Reserve Percentage means, on a Reporting Date, an amount (expressed as a percentage) equal to A x B x C, where:

A    is the Stress Factor;

B    is the Loss Ratio; and

C    is Loss Horizon Ratio,

in each case as at that Reporting Date.

Manager means the person so described in the Details.

Margin means:

(a) in respect of the Class A Notes, 0.85%; and

(b) in respect of the Class B Notes, 2.00%.

Master Trust Deed means the deed entitled “Southern Cross Trusts Master Trust Deed” between the Buyer and the Manager dated 14 September 2006.

Material Adverse Event means something which materially adversely affects:

(a) the material ability of the Principal Seller, a Seller or a Servicer to comply with its material obligations under any Transaction Document; or

(b) the material rights of the Buyer under a Transaction Document.

Maximum Class A Note Proportion means, on any date, an amount (expressed as a percentage) equal to A – B, where:

A    is 1; and

B     is the Dynamic Reserve Percentage on that date.

Maximum Class B Note Proportion means, on any date, an amount (expressed as a percentage) equal to A – B, where:

A    is 1; and

B     is the Maximum Class A Note Proportion on that date.

Monthly Receivables Report means a report which:

(a) is in the form of Schedule 5 (“Form of Monthly Receivables Report”) (or in any other form as agreed between the Buyer and the Servicer from time to time);

(b) is completed and contains all required information as at the date it is given; and

(c) is signed by an Authorised Officer of the Servicer.

National Consumer Credit Protection Laws means each of:

(a) NCCP;

(b) the National Consumer Credit Protection (Fees) Act 2009 (Cth);

(c) the National Consumer Credit Protection Amendment Act 2010 (Cth);

(d) any acts or other legislation enacted in connection with any of the acts set out in paragraphs (a) to (d) above and any regulations made under any of the acts set out in paragraphs (a) to (d) above;

(e) Division 2 of Part 2 of the Australian Securities and Investments Commission Act 2001, and regulations made for the purpose of that Division, so far as it relates to the obligations of any of the Manager, the Principal Seller, the Servicer, a Seller, the Servicer or the Buyer; and

(f) any other Commonwealth, State or Territory legislation that covers conduct relating to credit activities (whether or not it also covers other conduct), but only in so far as it covers conduct relating to credit activities.

National Credit Code means the National Credit Code set out in Schedule 1 to the NCCP.

NCCPmeans the National Consumer Credit Protection Act 2009 (Cwlth), including the National Credit Code and the National Consumer Credit Protection (Transitional and Consequential Provisions) Act 2009 (Cwlth).

Net Collections means, on any day, the lesser of (a) an amount equal to A – B, and (b) C, but not less than zero, where:

A is the aggregate Collections received by the Sellers and the Servicer on the immediately preceding day after application of clause 7.3(b)(i);

B is an amount equal to the Purchase Price for Eligible Receivables (if any) payable by the Buyer under clause 3.3(a)(i) on that day; and

C is the amount to be remitted to the Collection Account to decrease the Class A Note Proportion until the Class A Note Proportion is equal to or lower than the Maximum Class A Note Proportion,

provided that if, after giving effect to any of the payments contemplated above, any of the events listed in clause 4.2 (“Further conditions”) have occurred, Net Collections means an amount equal to A above.

Non-Seller Account Trust Fund means the balance of the Trust Fund not comprising the Seller Account Trust Fund.

Originate means, in relation to a Receivable, the issue of the invoice or account in respect of that Receivable. Origination and Originated has a corresponding meaning.

Outstanding Amount means, on any date in respect of a Receivable, all amounts, including (but not limited to) the amount of all taxes, fees, finance charges and interest payments, owing under or in connection with that Receivable and which have accrued or are unpaid as at that date.

Payee has the meaning given to that term in clause 18 (“Withholding tax”).

Payer has the meaning given to that term in clause 18 (“Withholding tax”).

Performance Guarantor means WEX Inc.

PotentialAmortisation Events means an event which, with the giving of notice, lapse of time or fulfilment of any condition, would be likely to become an Amortisation Event.

Power of Attorney means each Power of Attorney provided by each Seller in favour of the Buyer in the form contained in Schedule 4 (“Power of Attorney”).

PPSA means:

(a) the Personal Property Securities Act 2009 (Cth) (“PPS Act”)

(b) any regulation made at any time under the PPS Act;

(c) any amendment made at any time to any of the above; or

(d) any amendment made at any time to any other legislation pursuant to instruments referred to in paragraphs (a) to (c) above.

Principal Seller means the person so described in the Details.

Purchase means a purchase by the Buyer of Receivables and Related Securities (if any) in accordance with this document.

Purchase Date means, in respect of a Purchased Receivable, the date that the Purchased Receivable was Purchased being:

(a) in respect of an Initial Receivable listed in the Sale Notice, the Settlement Date; and

(b) in respect of a Future Receivable, the date such Receivable was Originated.

Purchase Price means, in respect of a:

(a) an Initial Receivable, the outstanding principal amount of that Initial Receivable as at the Cut-off Date; and

(b) a Future Receivable, the outstanding principal amount of that Future Receivable on the Purchase Date of that Future Receivable.

Purchased Eligible Receivable means any Receivable which was represented to be an Eligible Receivable on the date that such Receivable was Purchased.

Purchased Ineligible Receivable means any Purchased Receivable other than a Purchased Eligible Receivable.

Purchased Receivable means a Receivable which has been offered for sale by a Seller to the Buyer under clause 2 (“Offer to sell”) and, in respect of which, the Buyer has accepted that offer under clause 3.4(c).

Purchased Related Security means a Related Security which has been offered for sale by a Seller to the Buyer under clause 2 (“Offer to sell”) and, in respect of which, the Buyer has accepted that offer under clause 3.4(c).

QBE means QBE Insurance (Australia) Limited (ACN 003 191 035) trading as QBE Trade Credit.

Receivable means the entire right, title and interest of a Seller under, in or in connection with, any Receivables Contract (including, without limitation, the entire right, title and interest in respect of any financial accommodation provided to the Debtor under, or in connection with that Receivables Contract) and includes, but is not limited to, unless the context otherwise requires:

(a) all documents, files, records, accounts, statements and contracts or other documentary evidence relating to the Receivables Contract;

(b) all payments due from the Debtor in respect of the Receivables Contract whether during its term, upon its completion or as a consequence of its termination (whether that termination occurs in accordance with the terms of the Receivables Contract or as a result of any default or enforcement under it), including any payment under or in connection with any indemnity provided by the Debtor;

(c) all proceeds and collections in respect of the Receivables Contract;

(d) all ancillary rights relating to the Receivables Contract; and

(e) any amounts payable by the Debtor to a Seller on account of GST in connection with a Receivables Contract.

Receivables Contract means all contracts in relation to fuel card funding agreements provided by a Seller.

Receivables List means a list of Receivables which sets out (without limitation) the information required under clause 8.3 (“Computer access”) including (but not limited to) aging and identification of Eligible Receivables and Ineligible Receivables.

Record means, in relation to a Receivable, any document, disc, tape or other material containing data that can be reproduced in visible or audible form which comprises or evidences the Receivables Contract under which that Receivable is owing, books of account with respect to that Receivable and communications with respect to that Receivable, but does not include any Related Security.

Regulationsmeans the National Consumer Credit Protection Regulations 2010 and National Consumer Credit Protection (Transitional and Consequential Provisions) Regulations 2010.

Related Security means, in respect of a Receivable any:

(a) guarantee, indemnity or other assurance (including an insurance policy); or

(b) asset,

which, in each case, secures or otherwise provides for the repayment or payment of an amount owing under the Receivable.

Relevant Legislation means the National Consumer Credit Protection Laws, section 278 of Schedule 2 of the Competition and Consumer Act 2010 (Commonwealth), Divisions 2 and 3 of Part 7 of the Consumer Credit Code of NSW, Victoria, Queensland, Australian Capital Territory, South Australia, Western Australia, Tasmania and the Northern Territory, section 83 of the Consumer Affairs and Fair Trading Act 1990 (Northern Territory), and any other similar legislation.

Relevant Receivable means:

(a) any Purchased Receivable which has had an Adjustment occur in respect of it; and

(b) any Purchased Eligible Receivable which is an Ineligible Receivable or in respect of which a representation made by each Seller or the Servicer under clause 16.1 (“Representations and warranties by Seller and Servicer”) is incorrect or misleading, and if the effect can be remedied in the opinion of the Buyer (acting on the instructions of the Manager), is not remedied within 10 Business Days of notice in writing by the Manager to that Seller or Servicer.

Reporting Date means the 5^th Business Day of each month and/or any other day agreed between the Manager and the Principal Seller and notified by the Manager to the Buyer (or, if such day is not a Business Day, the immediately following Business Day).

Required Class B Subscription means, on any Purchase Date, an amount equal to:

(a) the aggregate Purchase Price of the Receivables being acquired by the Buyer on that Purchase Date; minus

(b) the aggregate amount available to the Buyer under clause 3.3(a)(i) and (ii) (“Purchase Price”) to pay the Purchase Price in Cleared Funds to the Principal Seller on that Purchase Date in accordance with the Transaction Documents.

Required Collections Account Balance means, on any day, an amount equal to the aggregate of the Required Payments to be made on the next two Payment Dates as determined by the Manager.

Required Payments means, the amounts payable under clause 5.4(a) to and including clause 5.4(f) (“Payments prior to the enforcement of the Charge”) of the Supplementary Terms Notice.

Sale Notice means a notice delivered to the Buyer (with a copy to the Manager) by the Principal Seller in, or substantially in, the form of Schedule 2 (“Sale Notice”) offering to sell Receivables and Related Securities to the Buyer.

Security Interest means any mortgage, pledge, lien or charge (whether fixed or floating) encumbrance, financial lease, deferred purchase sale and repurchase, sale or leasehold, or any security interest or preferential interest or arrangement of any kind or any other right of, or arrangement with, any creditor to have or which has the commercial effect of having its claims satisfied in priority to other creditors with, or from the proceeds of, any asset. Without limitation it includes a purchase money security interest, retention of title and a deposit of money by way of security.

Security Trust Deed means the deed entitled “Southern Cross Trusts Security Trust Deed” between the Buyer, the Manager and P.T. Limited (as security trustee) dated 14 September 2006.

Seller means the Principal Seller and each entity identified as a “Seller” in the Details.

Seller Account means the accounts established in the name of a Seller with Eligible Banks, the details of which have been notified to the Manager and the Buyer.

Seller Account Trustee has the meaning given to that term in clause 7.1 (“Servicer and Seller to hold Collections on trust for Buyer”)

Seller Account Trust Fund means that part of the Trust Fund comprising money from time to time held in the Seller Account.

Senior Expenses Ratio means, on a Reporting Date, an amount (expressed as a percentage) equal to (A x B) ÷ C, where:

A    1%;

B is the outstanding principal amount of all Purchased Receivables as at that Reporting Date; and

C    is the Eligible Pool Balance as at that Reporting Date.

Servicer means the person so described in the Details and any other person appointed under clause 14 (“Change of Servicer”) to service, administer and collect the Purchased Receivables and Purchased Related Securities.

Settlement Date means, in respect of the Sale Notice, the date specified by the Principal Seller in the Sale Notice, being at least 2 Business Days after the receipt by the Manager of the Sale Notice subject to the Modified Following Business Day Convention.

Settlement Notice means the statement to be provided by the Servicer in accordance with clause 3.4 (“Monthly rebalancing”).

Step-up Margin means 1.3%.

Stress Factor means 2.5.

Stress Margin means 1.0%.

Stressed Senior Note Margin means an amount (expressed as a percentage) equal to A + B + C, where:

A    is the Base Rate;

B    is the Step-up Margin; and

C    is the Stress Margin.

Subsidiary of an entity means another entity which:

(a) is a subsidiary of the first entity within the meaning of the Corporations Act; or

(b) is part of the consolidated entity constituted by the first entity and the entities it is required to include in the consolidated financial statements it prepares, or would be if the first entity was required to prepare consolidated financial statements

Substitution Period means the period from and including the date of this document to, but excluding, the earlier of:

(a) 15 April 2016 (or such date agreed between the Manager and the Principal Seller in accordance with clause 1.9 (“Substitution Period”));

(b) the occurrence of an Amortisation Event; and

(c) any date notified by the Manager to the Principal Seller for these purposes.

Successor Servicer means the person appointed to act as successor servicer under clause 14.2 (“Removal”).

Supplementary Terms Notice means the deed entitled “Southern Cross WEX 2015-1 Trust Supplementary Terms Notice” dated on or about the date of this document between, amongst others, the Buyer and the Manager.

Supply has the meaning given to it in the GST Act.

Taxable Supply has the meaning given to it in the GST Act.

Taxes means taxes, levies, imposts, charges and duties (including stamp and transaction duties and any goods and services or similar tax) imposed by any authority together with any related interest, penalties, fines and expenses in connection with them except if imposed on the net income of the Buyer.

Title Perfection Event means any of the events specified in clause 24 (“Title Perfection Event”).

Trust Fund means, in respect of the trust established under clause 7.1 (“Servicer and Seller to hold Collections on trust for Buyer”), each amount held by each Seller Account Trustee under clause 7.1 (“Servicer and Seller to hold Collections on trust for Buyer”), including, without limitation:

(a) the sum of $10 settled on each Seller Account Trustee under clause 7.1 (“Servicer and Seller to hold Collections on trust for Buyer”);

(b) all funds deposited into each Seller Account; and

(c) all Collections not referred to in paragraph (b) held, received or recovered by each Seller Account Trustee, together with any other property and benefits which each Seller Account Trustee receives, has vested in it or otherwise acquires to hold on trust for the Buyer.

Volatility Component means, on any day, an amount equal to A x B, where:

A is the Deviation; and

B is the Gross Up Factor.

WEX Australia means WEX Australia Pty Ltd (ABN 68 005 970 570).

Wex Entity means the Performance Guarantor and each Subsidiary of the Performance Guarantor.

WEX Fuel means WEX Fuel Cards Australia Ltd (ABN 33 008 962 132).

Wilful Default means, in respect of the Buyer, any wilful failure to comply with or wilful breach of any of its obligations under this document, other than a wilful failure or wilful breach which:

(a) is in accordance with a lawful court order or direction or otherwise required by law; or

(b) in respect of the Buyer, is in accordance with an instruction or direction from the Manager in respect of the Trust; or

(c) subject to paragraph (b) of this definition, arose as a result of a breach by a person other than the Buyer or the Manager or any other person contemplated by this document and performance of the action (or non performance of which gave rise to such breach) is a precondition to the Buyer or the Manager performing its obligations under this document.

Write-Offs means those Purchased Receivables:

(a) which have been, or should be, written off as incapable of collection in accordance with the Credit and Collection Policy or accounting standards (irrespective of whether the relevant Seller has actually written off the Purchased Receivable in its own accounts); or

(b) the relevant Seller has written off as incapable of collection.

30.3 Incorporation of terms

Clauses 25.2 (“Reference to certain general terms”) to clause 25.4 (“Headings”) (inclusive) of the Security Trust Deed apply to this document.

EXECUTED as an agreement

Schedule 1 Conditions Precedent

Conditions to Sale Notice

• Each item must be in form and substance satisfactory to the Buyer (acting on the instructions of the Manager).

• Certification is to be by a director or secretary of the relevant party that the item is true and complete as to the date no earlier than the date of this document.

	Item	Form	Required for
1	Constitution	Certified copy	Each Seller and the Servicer
2	Certificate of registration/incorporation	Certified copy	Each Seller and the Servicer
3	Extract of minutes of a meeting of the entity’s board of directors which evidences the resolutions: (a) authorising the signing and delivery of the Transaction Documents to which the entity is a party and the observance of obligations under those documents; and (b) appointing Authorised Officers of the entity; and (c) which acknowledge that the Transaction Documents (to which the entity is a party) will benefit that entity.	Certified copy	Each Seller and the Servicer
4	Specimen signature of each Authorised Officer of the entity	Original	Each Seller and the Servicer
5	This document fully signed	Original	All parties
6	Each other Transaction Document: (a) fully signed; (b) evidence of stamping (if applicable); (c) evidence of registration (if applicable); and (c) any related documents.	Original	All parties
7	A Power of Attorney in the form of Schedule 4 (“Power of Attorney”)	2 Original copies	Each Seller
8	Legal opinion from Maddocks (Sellers’ Australian counsel)	Original	All parties
9	Legal opinion from WilmerHale (Sellers’ US counsel)	Original	All parties
10	Legal opinion from Minter Ellison (the Buyer’s counsel)	Original	The Buyer, the Security Trustee, the Manager and the Class A Facility Provider
11	Tax opinion from King & Wood Mallesons (the Class A Facility Provider’s counsel)	Original	The Buyer, the Security Trustee, the Manager and the Class A Facility Provider
12	Sellers’ most recent Financial Report	Copy	Each Seller
13	Credit and Collection Policy	Certified copy	Each Seller
14	Form of Receivables Contract	Copy	Each Seller
15	The Corporate Charge Card Issuers Policy with Policy Numbers AV-49179 and AV-48424 each dated 20 February 2015	Copy	The Buyer and the Manager
17	Evidence of the Buyer becoming a member of the WEX GST Group with effect from the date of the creation of the Trust. The WEX GST Group must comply with section 444-90 of Schedule 1 to the Taxation Administration Act 1953 (Cth)	Certified copy	The Manager
18	Evidence of appointment of a process agent for the Guarantor	Certified copy	The Buyer and the Manager

Schedule 2 Sale Notice

To Perpetual Corporate Trust Limited (ABN 99 000 341 533) in its capacity as trustee of the Southern Cross WEX 2015-1 Trust

Level 12
123 Pitt Street
Sydney NSW 2000

(“Buyer”)

Copy:    The Bank of Tokyo-Mitsubishi UFJ, Ltd.

Level 25
The Gateway
1 Macquarie Place
Sydney NSW 2000

(“Manager”)

From:    WEX Australia Pty Ltd

Level 3

293 Camberwell Road

Camberwell VIC 3124

(“PrincipalSeller”)

Date:    [●]

Dear Sirs

Receivables Acquisition and Servicing Agreement

The Principal Seller refers to the Receivables Acquisition and Servicing Agreement dated [●] 2015 between, amongst others, the Principal Seller, the Buyer and others (“RASA”).

1Definitions and Interpretation

1.1Definitions

Terms defined in the RASA shall have the same meaning in this Sale Notice unless the context otherwise requires except that:

Cut-off Date means [•].

Future Receivables means all of each Seller’s right, title, benefit and interest (present and future) in, to, under or derived from:

(a) all the Receivables which are Originated by each Seller after the Cut-off Date;

(b) any Receivables Contract under which a Receivable referred to in paragraph (a) is provided;

(c) any Related Security that relates to those Receivables; and

(d) all collections, proceeds and other monetary rights under or derived from those Receivables and Related Securities.

Initial Receivables means all of each Seller’s right, title, benefit and interest (present and future) in, to, under or derived from:

(a) all the Receivables, which are described or specified in the Receivables List or which are otherwise owned by a Seller as at the date of this Notice;

(b) any Receivables Contract under which a Receivable referred to in paragraph (a) is provided;

(c) any Related Security that relates to those Receivables; and

(d) all collections, proceeds and other monetary rights under or derived from those Receivables and Related Securities.

Offered Receivables means all Initial Receivables and all Future Receivables.

Purchase Price means a total of $[ó], consisting of:

(a) $[ó] for Eligible Receivables; and

(b) $[ó] for Ineligible Receivables.

Receivables List means the list [attached to this notice/provided in data file form with this notice/provided by email] on the [day immediately prior to the] date of this notice which sets out, among other things, which Initial Receivables are Eligible Receivables and which Initial Receivables are Ineligible Receivables.

Settlement Date means [•].

A reference to any clause is a reference to that clause in this Sale Notice.

1.2Interpretation

The provisions of the RASA will apply to any contract formed if the offer contained in this Sale Notice is accepted.

2Sale Notice

This is a Sale Notice pursuant to clause 2 of the RASA.

3Offer

Subject to the terms and conditions of this Sale Notice, each of [ó] and [ó] (each a “Seller”), as legal and beneficial owner of the Offered Receivables Originated by it, offers to sell and assign those Offered Receivables to the Buyer. The Principal Seller represents and warrants to the Buyer and the Manager that the Initial Receivables listed in [describe where those Receivables are listed] as “Eligible Receivables” are Eligible Receivables and will continue to be Eligible Receivables on the Settlement Date.

4Acceptance

(a) The offer in paragraph 3 is irrevocable during the period up to and including the Expiry Time.

(b) The Buyer may accept the offer contained in this Sale Notice on the Settlement Date by, and only by, the payment by the Buyer to the Principal Seller (or as the Principal Seller directs) of the Purchase Price for the Initial Receivables, subject to paragraph 4(d), immediately available funds to the following bank account (or as otherwise directed by the Principal Seller):

[●]

(c) Notwithstanding:

(i) satisfaction of all relevant conditions precedent set out in the RASA; or

(ii) any negotiations undertaken between a Seller and the Buyer prior to the Buyer accepting the offer contained in this Notice,

the Buyer is not obliged to accept the offer contained in this Notice and no contract for the sale or purchase of any Offered Receivables will arise unless and until the Buyer accepts the offer contained in this Notice in accordance with this clause.

(d) The Buyer may accept the offer in this Sale Notice by paying an amount equal to the:

(i) Class A Note Proportion multiplied by the Eligible Pool Balance, in Cleared Funds; and

(ii) the balance of the Purchase Price by issuing the Class B Notes to the Principal Seller in accordance with clause 3.3 (“Purchase Price”) of the RASA.

(e) The offer contained in this Sale Notice may only be accepted in relation to all the Offered Receivables offered under this Sale Notice.

5Acknowledgment

Each Seller acknowledges, agrees and confirms to the Buyer and the Manager that:

(a) the RASA is a valid and binding obligation of that Seller enforceable in accordance with its terms and subject to laws affecting creditors’ rights and to general principles of equity;

(b) each Seller repeats the representations and warranties made by it in the RASA in so far as they apply to the Offered Receivables and with reference to the facts and circumstances existing as at the date of this Sale Notice;

(c) the description of the Offered Receivables in the Receivables List is true and correct in every respect and each Offered Receivable listed in [ ] is an Eligible Receivable;

(d) no Amortisation Event or Potential Amortisation Event is subsisting as at the date of this Sale Notice nor, if the offer contained in this Sale Notice is accepted, will there be any Amortisation Event subsisting at the date the offer is accepted nor will any Amortisation Event result from the offer or the transfer of the Offered Receivables;

(e) if the Buyer accepts the offer contained in this Sale Notice, immediately following that acceptance the Class A Note Proportion would not exceed the Maximum Class A Note Proportion on the relevant date; and

(f) all necessary Authorisations for the offer contained in this Sale Notice and the transfer of the Offered Receivables have been taken, or as the case may be, obtained.

6Governing Law

This Notice is governed by the laws of New South Wales.

IN WITNESS the Principal Seller has executed this Notice.

EXECUTED by [ ] in accordance with section 127(1) of the Corporations Act 2001 (Cwlth) by authority of its directors: Signature of director Name of director (block letters) ) ) ) ) ) ) ) ) ) ) ) Signature of director/company secretary* *delete whichever is not applicable Name of director/company secretary* (block letters) *delete whichever is not applicable

Schedule 3 Eligible Receivable

A Receivable is an EligibleReceivable if it satisfies all of the following criteria:

1 (Originated by Seller) the Receivable was originated by a Seller; and

2 (Australian contracts) the Receivable was originated in Australia and is denominated in Australian dollars; and

3 (Eligible Debtor) the Debtor in respect of a Receivable is an Eligible Debtor; and

4 (Receivables Contract) the Receivable is created under a Receivables Contract which:

(a) fully complies with all applicable laws and which is in full force and effect and which constitutes legal, valid and binding obligations of the Debtor enforceable by a Seller in accordance with its terms; and

(b) is governed by the laws of an Australian state or territory; and

(c) is not subject to any contract or other right of set-off exercisable by the Debtor (other than mandatory set-off under the Corporations Act); and

5 (Able to be dealt with) the Receivable is freely capable of being dealt with by the relevant Seller or the Servicer as contemplated under this document; and

6 (Compliance with Credit and Collection Policy) the Receivable, the relevant Receivables Contract and the Related Securities and the creation of them comply in all material respects with the Credit and Collection Policy; and

7 (No Encumbrance) the Receivable is free of any Encumbrance; and

8 (Binding Obligation) the Receivable, to the relevant Seller’s actual knowledge, is a genuine, legal, valid and binding payment obligation in writing of the related Debtor, and enforceable against the Debtor in accordance with its terms (subject, as to enforceability, to applicable insolvency or similar laws affecting creditors’ rights generally and equitable principles of general application); and

9 (No Withholding Tax) the Receivable is not subject to any withholding taxes; and

10 (Not a Delinquent Receivable, a Defaulted Receivable or a Write-Off) the Receivable is not a Delinquent Receivable, Write-Off or a Defaulted Receivable; and

11 (Ownership) immediately prior to assigning the Receivable and each Related Security, the relevant Seller is the sole owner of the Receivable and any related contracts and has the full right to transfer and assign the Receivable and any related contracts and rights to the Buyer; and

12 (No Waiver) neither the Receivable nor any provision of the relevant Receivables Contract has been waived; and

13 (No Amendment) no provision of the Receivables Contract has been amended, altered or modified in any material respect; and

14 (No Releases) the Debtor has not been released from any of its obligations under the Receivable by the relevant Seller; and

15 (No Defences) there is no right of rescission, set-off, counterclaim, or defence that has been asserted or threatened with respect to the Receivable and there is no other unresolved dispute arising between the Debtor or the relevant Seller in connection with the Receivable; and

16 (Location of Files) all Records relating to the Receivable are securely held, either at the offices of the relevant Seller or the Servicer or in a secure storage facility acceptable to the Manager, and are complete, accurate, up to date and in full compliance with all applicable laws and this document and are capable of being separated from Receivables not sold by the applicable Seller under this document; and

17 (Other Data) the information relating to the Receivable provided by the relevant Seller is true and correct, and no selection procedures adverse to the Buyer were utilised in selecting the Receivable; and

18 (Eligible Related Securities) the Receivable relates only to Related Securities which:

(a) are freely capable of being dealt with by the relevant Seller or the Servicer as contemplated under this document; and

(b) satisfy all the material requirements of the Credit and Collection Policy; and

(c) are free of any Encumbrance (other than those in connection with that Receivable or any Related Security under paragraph (c) of the definition of Encumbrance); and

(d) are valid, binding and enforceable in accordance with its terms (subject, as to enforceability, to applicable insolvency or similar laws affecting creditors’ rights generally and equitable principles of general application); and

(e) were entered into by the applicable Seller in its ordinary course of business in compliance with all the applicable laws; and

19 (Compliance with laws) the Receivable is originated by the relevant Seller in its ordinary course of business and:

(a) in compliance with all laws the breach of which would cause the Buyer (as an equitable or legal assignee of the Receivable) to be liable for that breach in its personal capacity; and

(b) in material compliance with all other applicable laws; and

20 (NCCP) the Receivable, Receivables Contract and Related Securities and the creation of them are not governed or regulated by the National Consumer Credit Protection Laws); and

21 (No Adjustment) as at the relevant Purchase Date, the Receivable has not been and is not subject to an Adjustment; and

22 (No rescheduling) as at the Purchase Date, the Receivable has not been rescheduled, reduced, waived, re-aged, restructured, refinanced or modified; and

23 (Contracts in Force) except to the extent of any pre-payment, it and each Related Security has not been satisfied, subordinated, rescinded, cancelled or terminated nor will any agreement have been executed that will have the effect of satisfying, subordinating, rescinding, cancelling or terminating it or its Related Securities; and

24 (No default):

(a) the Debtor has been approved for the contract according to the relevant Seller’s usual lending policies and procedures; and

(b) no payment by the Debtor has been or is more than 30 days past due; and

(c) no continuing condition subsists that, with the giving of notice or the lapse of time (or both) would constitute a default, breach, violation, or event permitting termination or cancellation under the terms of the Receivables or any Related Security; and

25 (Debtor not Insolvent) on origination and otherwise to the relevant Seller’s or the Servicer’s actual knowledge, the Debtor is not Insolvent, nor have they been in the previous three years or at origination; and

26 (No proceedings) to the relevant Servicer’s (in any capacity) or the relevant Seller’s actual knowledge there are no proceedings or investigations pending or threatened before any governmental authority:

(a) asserting the invalidity of the Receivable or any Related Security;

(b) claiming that the related Debtor is Insolvent;

(c) seeking payment under the Receivable; or

(d) seeking any determination or ruling that might materially and adversely affect the validity or enforceability of the Receivable or any Related Security; and

27 (Assignment without Consent) the assignment of it to the Buyer does not require the consent of the Debtor; and

28 (Valid Assignment) the transfer of the Receivable and each Related Security constitutes a legal, valid, binding and enforceable assignment of all rights of the relevant Seller to the Buyer; and

29 (One Original) the Servicer holds an original Receivables Contract in respect of the relevant Receivable and, if the original Receivables Contract is not in a hard copy form, it must be in an electronic form and the following conditions must be met for the period of currency and any mandatory retention period of the Receivables Contract:

(a) either the printout of the Receivables Contract maintained only in electronic form or the electronic form itself is admissible in legal proceedings;

(b) the original Receivables Contract has been captured into an electronic record system and remains accessible, authentic, reliable and useable; and

(c) the Servicer (in any capacity) has created and continues to maintain a set of security procedures or controls to protect the original Receivables Contract in its electronic form against tampering or loss

which is in the possession of the Servicer and it and the Related Security represent the entire agreement entered into between the Servicer (in any capacity) and the related Debtor in respect of that Receivable; and

30 (Form of contracts) the form of each relevant Receivables Contract and the terms and conditions of each such contract are in the form as provided to the Buyer and Manager by the Servicer on or prior to the date of this document or as agreed from time to time between the Manager and the Principal Seller; and

31 (Payment)at least one payment has been made in full by the Debtor under the relevant Receivables Contract.

Schedule 4 Power of Attorney

Power of Attorney

Date:

Parties: [ ] (ABN [ ]) its registered office at [ ] (“Principal”).

1 The Principal appoints Perpetual Corporate Trust Limited in its capacity as trustee of the Southern Cross WEX 2015-1 Trust (“Buyer”) and each Authorised Officer of each of the Buyer under this power of attorney (“Attorneys”) jointly and each of them severally to be its attorneys.

2 Unless the contrary intention appears, words used in this power of attorney which are not defined, have the meaning given to them in the Receivables Acquisition and Servicing Agreement (“RASA”) between the Principal, the Buyer and certain other parties dated on or about the date of this power of attorney.

3 The Attorneys may do in the Principal’s name and on the Principal’s behalf and in any jurisdiction everything which is in the opinion of the Buyer necessary:

(a) to execute and deliver any documents or perform any act, matter or thing necessary to protect and enforce all the Buyer’s interest in the Purchased Receivables and the Purchased Related Securities and to execute and give any notice to a Debtor of the Buyer’s interest in the Purchased Receivables and the Purchased Related Securities;

(b) to institute, proceed with, defend or compromise any legal proceedings against or with any person in relation to any Purchased Receivable or Purchased Related Security or in the manner permitted by the Credit and Collection Policy;

(c) to demand, collect and receive from any person any moneys payable, owing or due to the Principal under or in relation to any Purchased Receivable or Purchased Related Security in the manner required by this document or the Credit and Collection Policy and apply those moneys in accordance with the RASA; and

(d) perform any other material act, matter or thing reasonably necessary or desirable under the RASA to preserve the rights of the Buyer in relation to the Purchased Receivables and Purchased Related Securities,

but nothing in this power of attorney shall have the effect of delegating a power which cannot be delegated.

4 To further secure the interest of the Buyer in the Purchased Receivables and Purchased Related Securities the Principal declares that this power of attorney is:

(a) given for valuable consideration;

(b) irrevocable from the date of this power of attorney without the prior written consent of the Buyer; and

(c) is granted to secure the proprietary interest of the Buyer in the Purchased Receivables and Purchased Related Securities being its beneficial ownership in those Purchased Receivables and Purchased Related Securities.

The Principal declares that all acts, matters and things done by the Attorneys in exercising powers under this power of attorney will be as good and valid as if they had been done by the Principal, and agrees to ratify and confirm whatever any of them may do in exercising powers under this power of attorney.

5 The Principal grants to the Attorney or its nominee an irrevocable licence to enter upon the premises of the Principal during normal business hours on any Business Day to enable the Attorney or its nominee to exercise its rights under this power of attorney.

6 The Principal indemnifies each of the Attorneys against liability, loss, costs, charges or expenses arising from the exercise of powers under this power of attorney.

7 The Principal declares that a person (including, but not limited to, a firm, body corporate, unincorporated association or authority) who deals with any of the Attorneys in good faith may accept a written statement signed by any of the Attorneys to the effect that this power of attorney has not been revoked as conclusive evidence of that fact.

8 The Principal declares that the Principal and a person (including, but not limited to, a substitute or assign) claiming under the Principal are bound by anything the Attorneys do in exercising powers under this power of attorney.

9 An Attorney may exercise the powers of the Attorneys under this power of attorney even if the Attorney benefits from the exercise of that power.

10 An Attorney may exercise the powers of the Attorneys under this power of attorney in the name of the Principal or in the name of the Attorney and as the act of the Principal.

11 An Attorney may, at any time, appoint or remove any substitute or delegate or sub-attorney and in this power of attorney, “Attorney” includes a substitute attorney appointed under this clause.

12 The exercise by an Attorney of any power under this power of attorney does not connote:

(a) a warranty, express or implied, on the part of the Attorney, as to:

(i) the Attorney's authority to exercise the power; or

(ii) the validity of this power of attorney; or

(b) an assumption of personal liability by the Attorney in exercising the power.

13 The Principal must do all things necessary to ensure the registration and stamping of this power of attorney in all jurisdictions in which it must be registered and stamped to ensure its enforceability and validity for the purposes of this power of attorney.

14 This power of attorney is governed by the law in force in New South Wales.

15 Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales and courts of appeal from them. Each party waives any right it has to object to an action being brought in those courts including, without limitation, by claiming that the action has been brought in an inconvenient forum or that those courts do not have jurisdiction.

EXECUTED as a deed

EXECUTED by [ ] in accordance with section 127(1) of the Corporations Act 2001 (Cwlth) by authority of its directors Signature of director Name of director (block letters) ) ) ) ) ) ) ) ) ) ) Signature of director Name of director

Schedule 5 Form of Monthly Receivables Report

Schedule 6 Form of Daily Receivables Report

Schedule 7 Form of Receivables Contract[s]

Schedule 8 Credit and Collection Policy

ࣩ King & Wood Mallesons 12168846_15 Southern Cross WEX 2015-1 Trust - Receivables Acquisition and Servicing Agreement 3

ࣩ King & Wood Mallesons 12168846_15 Southern Cross WEX 2015-1 Trust - Receivables Acquisition and Servicing Agreement 28 July 2015 4

Signing page

DATED:          28 April   2015

EXECUTED by WEX AUSTRALIA PTY LTD in accordance with section 127(1) of the Corporations Act 2001 (Cwlth) by authority of its directors /s/ Gregory Drumm Signature of director GREGORY DRUMM Name of director (block letters) ) ) ) ) ) ) ) ) ) ) ) ) ) /s/ Guy Steel Signature of company secretary GUY STEEL Name of company secretary

EXECUTED by WEX FUEL CARDS AUSTRALIA LTD in accordance with section 127(1) of the Corporations Act 2001 (Cwlth) by authority of its directors /s/ Gregory Drumm Signature of director GREGORY DRUMM Name of director (block letters) ) ) ) ) ) ) ) ) ) ) ) ) ) /s/ Guy Steel Signature of company secretary GUY STEEL Name of company secretary

SIGNED by EUGENE ONG as attorney for THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. under power of attorney dated 14 July 2014 in the presence of: /s/ Ronald Lee Signature of witness RONALD LEE Name of witness (block letters) ) ) ) ) ) ) ) ) ) ) ) ) ) ) /s/Eugene Ong By executing this document the attorney states that the attorney has received no notice of revocation of the power of attorney

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SIGNED by as attorneys for PERPETUAL CORPORATE TRUST LIMITED (in its capacity as trustee of the Southern Cross WEX 2015-1Trust) under power of attorney dated 16 September 2014 in the presence of: /s/ Eugene Tee Signature of witness EUGENE TEE Name of witness (block letters) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) /s/ Manish Sarat Manish Sarat Manager By executing this document the attorney states that the attorney has received no notice of revocation of the power of attorney /s/ Hagbarth Strom Hagbarth Strom Senior Transaction Manager By executing this document the attorney states that the attorney has received no notice of revocation of the power of attorney

SIGNED, SEALED AND DELIVERED by EUGENE ONG as attorney for THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., SYDNEY BRANCH under power of attorney dated 14 July 2014 in the presence of: /s/ Ronald Lee Signature of witness RONALD LEE Name of witness (block letters) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) /s/ Eugene Ong By executing this document the attorney states that the attorney has received no notice of revocation of the power of attorney

ࣩ King & Wood Mallesons 12168846_15 Southern Cross WEX 2015-1 Trust - Receivables Acquisition and Servicing Agreement 28 July 2015 6

EX-10.2

Southern Cross WEX 2015-1 Trust - Guarantee and Indemnity

Dated                    28 April 2015

WEX Inc. (“Guarantor”)

Perpetual Corporate Trust Limited (ABN 99 000 341 533) (“Trustee”)

King & Wood Mallesons

Level 61

Governor Phillip Tower

1 Farrer Place

Sydney NSW 2000

Australia

T +61 2 9296 2000

F +61 2 9296 3999

DX 113 Sydney

www.kwm.com

Details    1

General terms    2

1 Interpretation    2

1.1 Terms defined in the Receivables Acquisition and Servicing Agreement    2

1.2 Definitions    2

1.3 References to certain general terms    5

1.4 Number    6

1.5 Headings    6

2 Guarantee and indemnity    6

2.1 Consideration    6

2.2 Guarantee    6

2.3 Indemnity    6

2.4 Acknowledgement    7

3 Interest    7

3.1 Obligation to pay interest    7

3.2 Compounding    7

3.3 Interest following judgment    7

4 Extent of guarantee and indemnity    8

4.1 Nature of guarantee    8

4.2 Variations and replacements    8

5 Reinstatement of rights    8

6 Rights of the Trustee are protected    8

7 No merger    9

8 Guarantor’s rights    10

8.1 Guarantor’s rights are suspended    10

8.2 Guarantor’s right of proof limited    10

9 Power of attorney    10

9.1 Appointment of attorneys    10

9.2 Attorneys’ powers    11

9.3 Application of insolvency dividends    11

10 General undertakings    11

11 Representations and warranties    11

11.1 Representations and warranties    11

11.2 Repetition of representations and warranties    12

11.3 Reliance    12

12 Payments    12

12.1 Manner of payment    12

12.2 Currency of payment    12

13 Withholding tax    13

14 Costs and indemnities    13

14.1 What the Guarantor agrees to pay    13

14.2 Indemnity    14

14.3 Items included in loss, liability and Costs    14

14.4 Currency conversion on judgment debt    14

14.5 Payment for Guarantor’s obligations    14

15 Application of payments    14

15.1 Application of money    14

15.2 Order of payment    14

15.3 Suspense account    15

15.4 Remaining money    15

15.5 Credit from date of receipt    15

16 Dealing with interests    15

17 Notices and other communications    15

17.1 Form - all communications    15

17.2 Delivery    15

17.3 When effective    16

17.4 Deemed receipt – postal    16

17.5 Deemed receipt – fax    16

17.6 Receipt – email    16

17.7 Deemed receipt – general    16

17.8 Change in details    16

18 General    16

18.1 Prompt performance    16

18.2 Consents    16

18.3 Certificates    16

18.4 Set-off    16

18.5 Discretion in exercising rights    17

18.6 Partial exercising of rights    17

18.7 Trustee’s capacity and limitation of liability    17

18.8 No liability for loss    17

18.9 Conflict of interest    17

18.10 Remedies cumulative    17

18.11 Indemnities    17

18.12 Inconsistent law    17

18.13 Supervening legislation    17

18.14 Time of the essence    18

18.15 Variation and waiver    18

18.16 Confidentiality    18

18.17 Further steps    18

18.18 Each signatory bound    18

18.19 Counterparts    19

18.20 Governing law    19

18.21 Serving documents    19

18.22 Service of Process    19

Signing page    20

Details

	Parties	Guarantor and Trustee
	Guarantor	Name	WEX Inc., a Delaware Corporation
		Tax ID	01-0526993
		Address	225 Gorham Road South Portland Maine United States of America 04106
		Fax	1 207 523 7107
		Attention	Chief Financial Officer or Treasurer
	Trustee	Name	Perpetual Corporate Trust Limited in its capacity as trustee of the Southern Cross WEX 2015-1 Trust
		ABN	99 000 341 533
		Address	Level 12 Angel Place 123 Pitt Street Sydney NSW 2000
		Email	SecuritisationOps@perpetual.com.au
		Attention	Manager, Transaction Management, Capital Markets Fiduciary Services
Date of guarantee and indemnity		See Signing page

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General terms

1 Interpretation

1.1 Terms defined in the Receivables Acquisition and Servicing Agreement

Except to the extent to which words and phrases are otherwise defined in this document, words and phrases defined in, or defined in another document and incorporated by reference in, the Receivables Acquisition and Servicing Agreement shall bear the same meaning in this document. In the event of any inconsistency between a definition in this document and a definition in the Receivables Acquisition and Servicing Agreement, the definitions in this document will prevail.

1.2 Definitions

These meanings apply unless the contrary intention appears:

Accountable Taxes means any Taxes (except if imposed on, or calculated having regard to, the net income of the Trustee) imposed by a Relevant Country other than those which would not be required to be deducted or withheld by the Guarantor if the Trustee provided the Guarantor with any of its name, address, registration number or similar details or any relevant tax exemption or similar details.

ASIC means the Australian Securities and Investments Commission.

Attorneymeans each attorney appointed by the Guarantor under clause 9 (“Power of attorney”).

Authorised Officer means:

(a) in the case of the Trustee, a director or secretary, or an officer whose title contains the word “director”, “chief”, “head”, “president” or “manager” or a person performing the functions of any of them, or any other person nominated by the Trustee as an Authorised Officer for the purposes of this guarantee and indemnity; and

(b) in the case of the Guarantor, a director or secretary or any other person appointed by the Guarantor to act as an Authorised Officer under this guarantee and indemnity.

Code means the United States of America Internal Revenue Code of 1986.

Controller has the meaning it has in the Corporations Act.

Costsincludes charges and expenses, including those incurred in connection with advisers.

Credit Agreement means the document entitled “Second Amended and Restated Credit Agreement” dated 22 August 2014 between, amongst others, the Guarantor and Bank of America, N.A.

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Details means the section of this guarantee and indemnity headed “Details”.

Encumbrance means any:

(a) security for the payment of money or performance of obligations, including a mortgage, charge, lien, pledge, trust, power or title retention or flawed deposit arrangement and any “security interest” as defined in sections 12(1) or (2) of the Personal Property Securities Act 2009 (Cwlth); or

(b) right, interest or arrangement which has the effect of giving another person a preference, priority or advantage over creditors including any right of set-off; or

(c) right that a person (other than the owner) has to remove something from land (known as a profit à prendre), easement, public right of way, restrictive or positive covenant, lease, or licence to use or occupy; or

(d) third party right or interest or any right arising as a consequence of the enforcement of a judgment,

or any agreement to create any of them or allow them to exist.

FATCA means sections 1471 through to 1474 of the Code or any consolidation, amendment, re-enactment or replacement of those provisions and including any regulations or official interpretations issued, agreements (including, without limitation, intergovernmental agreements) entered into or non-United States laws enacted with respect thereto.

Financial Report means a financial report consisting of:

(a) financial statements; and

(b) any notes to those financial statements; and

(c) any directors’ declaration about the financial statements and notes,

together with any reports (including any directors’ reports) attached to any of those documents or intended to be read with any of them.

Guaranteed Obligations means the obligations of each WEX Entity whether alone or jointly, or jointly and individually, and whether as a principal or as a surety under or in connection the Transaction Documents.

This definition applies:

(i) irrespective of the capacity in which the Trustee became entitled to any amount or obligation concerned;

(ii) irrespective of the capacity in which any WEX Entity became liable in respect of any amount or obligation concerned;

(iii) whether any WEX Entity is liable as principal debtor, as surety, or otherwise;

(iv) whether any WEX Entity is liable alone, or together with another person;

(v) even if any WEX Entity owes an amount or obligation to the Trustee because it was assigned to the Trustee, whether or not:

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(A) the assignment was before, at the same time as, or after the date of this document; or

(B) any WEX Entity consented to or was aware of the assignment; or

(C) the assigned amount or obligation was secured; and

(vi) even if this deed was assigned to the Trustee, whether or not:

(A) any WEX Entity consented to or was aware of the assignment; or

(B) any of the Guaranteed Obligations were the subject of this guarantee unsecured.

Guarantor means the person or persons so described in the Details. If there are, at any time, more than one, then Guarantor means each of them individually and every two or more of them jointly.

A body corporate is Insolvent if:

(a) in respect of the Guarantor, any event set out in article 8.01 (f) and (g) (“Events of Default”) (inclusive) of the Credit Agreement occurs in respect of it or its assets; and

(b) in any other case:

(i) it is (or states that it is) an insolvent under administration or insolvent (each as defined in the Corporations Act); or

(ii) it is in liquidation, in provisional liquidation, under administration or wound up or has had a Controller appointed to its property; or

(iii) it is subject to any arrangement, assignment, moratorium or composition, protected from creditors under any statute or dissolved (in each case, other than to carry out a reconstruction or amalgamation while solvent on terms approved by the Buyer); or

(iv) an application or order has been made (and, in the case of an application, it is not stayed, withdrawn or dismissed within 30 days), resolution passed, proposal put forward, or any other action taken, in each case in connection with that person, which is preparatory to or could result in any of (a), (b) or (c) above; or

(v) it is taken (under section 459F(1) of the Corporations Act) to have failed to comply with a statutory demand; or

(vi) it is the subject of an event described in section 459(C)(2)(b) or section 585 of the Corporations Act (or it makes a statement from which the Buyer reasonably deduces it is so subject); or

(vii) it is otherwise unable to pay its debts when they fall due; or

(viii) something having a substantially similar effect to (a) to (g) happens in connection with that person under the law of any jurisdiction.

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Material Adverse Effect means a material adverse effect on:

(a) the Guarantor’s or any WEX Entity’s ability to comply with its obligations under any Transaction Document; or

(b) the Trustee’s rights and remedies under any Transaction Document; or

(c) the business or financial condition of the Guarantor or any WEX Entity.

Receivables Acquisition and Servicing Agreement means the document entitled “Southern Cross WEX 2015-1 Trust - Receivables Acquisition and Servicing Agreement” dated after the date of this document, between amongst others, each WEX Entity, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Sydney Branch and the Trustee.

Related Entity has the meaning it has in the Corporations Act.

Relevant Country means any country, or political sub‑division of one or more countries, or any federation or association of countries in which the Guarantor is either incorporated or is resident or domiciled for any tax purpose or in which the Guarantor carries on business or owns or leases property or from which, or through which, any payment under this guarantee and indemnity is made.

Taxes means taxes, levies, imposts, charges and duties imposed by any authority (including stamp and transaction duties) together with any related interest, penalties, fines and expenses in connection with them, except if imposed on, or calculated having regard to, the net income of the Trustee.

Trustee means the person or persons so described in the Details and includes their successors and assigns.

WEX Entity means each ofeach of WEX Australia Pty Ltd (ABN 68 005 970 570) and WEX Fuel Cards Australia Ltd (ABN 33 008 962 132)

1.3 References to certain general terms

Unless the contrary intention appears, in this guarantee and indemnity:

(a) a reference to a group of persons is a reference to any two or more of them jointly and to each of them individually;

(b) an agreement, representation or warranty in favour of two or more persons is for the benefit of them jointly and each of them individually;

(c) an agreement, representation or warranty by two or more persons binds them jointly and each of them individually but an agreement, representation or warranty by the Trustee binds the Trustee individually only;

(d) a reference to any thing (including an amount) is a reference to the whole and each part of it;

(e) a reference to a document (including this guarantee and indemnity) includes any variation or replacement of it;

(f) the word “law” includes common law, principles of equity, and laws made by parliament (and laws made by parliament include State, Territory and Commonwealth laws and regulations and other instruments under them, and consolidations, amendments, re-enactments or replacements of any of them);

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(g) a reference to accounting standards is a reference to the accounting standards as defined in the Corporations Act and a reference to an accounting term is a reference to that term as it is used in those accounting standards, or, if not inconsistent with those standards, in accounting principles and practices generally accepted in Australia;

(h) a reference to Australian dollars, Australian Dollars, dollars, A$ or $ is a reference to the lawful currency of the Commonwealth of Australia;

(i) the word “person” includes an individual, a firm, a body corporate, an unincorporated association and an authority;

(j) a reference to a particular person includes the person’s executors, administrators, successors, substitutes (including persons taking by novation) and assigns;

(k) the words “including”, “for example” or “such as” when introducing an example, do not limit the meaning of the words to which the example relates to that example or examples of a similar kind; and

(l) a reference to the Corporations Act is a reference to the Corporations Act 2001 (Cwlth).

1.4 Number

The singular includes the plural and vice versa.

1.5 Headings

Headings (including those in brackets at the beginning of paragraphs) are for convenience only and do not affect the interpretation of this guarantee and indemnity.

2 Guarantee and indemnity

2.1 Consideration

The Guarantor acknowledges that the Trustee is acting in reliance on the Guarantor incurring obligations and giving rights under this guarantee and indemnity.

2.2 Guarantee

The Guarantor unconditionally and irrevocably guarantees the performance to the Trustee of the Guaranteed Obligations. If any WEX Entity does not perform the Guaranteed Obligations on time and in accordance with the Transaction Documents then the Guarantor agrees to procure the performance of the Guaranteed Obligations to the Trustee on demand from the Trustee. A demand may be made at any time and from time to time and whether or not the Trustee has first made demand on any WEX Entity.

2.3 Indemnity

The Guarantor indemnifies the Trustee against any liability or loss arising, and any Costs it suffers or incurs:

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(a) if any WEX Entity does not, or is unable to, perform the Guaranteed Obligations in accordance with the Transaction Documents; or

(b) if an obligation any WEX Entity would otherwise have to perform the Guaranteed Obligations is found to be void, voidable or unenforceable,; or

(c) if an obligation the Guarantor would otherwise have under clause 2.2 (“Guarantee”) is found to be void, voidable or unenforceable; or

(d) if the Trustee is obliged, or agrees, to pay an amount to a trustee in bankruptcy or liquidator (of the Guarantor or any WEX Entity) in connection with a payment by the Guarantor or any WEX Entity (for example, the Trustee may have to, or may agree to, pay interest on the amount); or

(e) if the Guarantor defaults under this guarantee and indemnity; or

(f) in connection with any person exercising, or not exercising, rights under this guarantee and indemnity.

The Guarantor agrees to pay amounts due under this indemnity on demand from the Trustee.

2.4 Acknowledgement

The Guarantor acknowledges that it is responsible for making itself aware of the financial position of any WEX Entity and any other person who, at any time, guarantees performance of the Guaranteed Obligations.

3 Interest

3.1 Obligation to pay interest

The Guarantor agrees to pay interest on any amount under this guarantee and indemnity (other than under clause 2.2 (“Guarantee”)) which is not paid on the due date for payment.

The interest accrues daily from (and including) the due date to (but excluding) the date of actual payment and is calculated on actual days elapsed and a year of 365 days. The rate of interest applying to each daily balance is the Default Rate.

The Guarantor agrees to pay interest under this clause on demand from the Trustee.

3.2 Compounding

Interest payable under clause 3.1 (“Obligation to pay interest”) which is not paid when due for payment may be added to the overdue amount by the Trustee at intervals which the Trustee determines from time to time or, if no determination is made, every 30 days. Interest is payable on the increased overdue amount at the Default Rate in the manner set out in clause 3.1 (“Obligation to pay interest”).

3.3 Interest following judgment

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If a liability becomes merged in a judgment, the Guarantor agrees to pay interest on the amount of that liability as an independent obligation. This interest:

(a) accrues daily from (and including) the date the liability becomes due for payment both before and after the judgment up to (but excluding) the date the liability is paid; and

(b) is calculated at the judgment rate or the Default Rate (whichever is higher).

The Guarantor agrees to pay interest under this clause on demand from the Trustee.

4 Extent of guarantee and indemnity

4.1 Nature of guarantee

Each of the guarantee in clause 2.2 (“Guarantee”) and the indemnity in clause 2.3 (“Indemnity”) is a continuing obligation despite any intervening payment, settlement or other thing and extends to all of the Guaranteed Obligations. The Guarantor waives any right it has of first requiring the Trustee to commence proceedings or enforce any other right against any WEX Entity or any other person before claiming from the Guarantor under this guarantee and indemnity.

4.2 Variations and replacements

(c) The Guarantor acknowledges that Transaction Documents may be varied or replaced from time to time.

(d) The Guarantor confirms that the Guaranteed Obligations includes any obligations as varied or replaced. The Guarantor confirms that this applies regardless of:

(i) how the Transaction Documents are varied or replaced; and

(ii) the reasons for the variation or replacement; and

(iii) whether the Guaranteed Obligations are more onerous as a result of the variation or replacement.

This clause does not limit clause 6 (“Rights of the Trustee are protected”).

5 Reinstatement of rights

Under law relating to insolvency, a person may claim that a transaction (including a payment) in connection with this guarantee and indemnity or the Guaranteed Obligations is void or voidable. If a claim is made and upheld, conceded or compromised, then:

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(e) the Trustee is immediately entitled as against the Guarantor to the rights in respect of the Guaranteed Obligations to which it was entitled immediately before the transaction; and

(f) on request from the Trustee, the Guarantor agrees to do anything (including signing any document) to restore to the Trustee any Encumbrance (including this guarantee and indemnity) held by it from the Guarantor immediately before the transaction.

The Guarantor’s obligations under this clause are continuing obligations, independent of the Guarantor’s other obligations under this guarantee and indemnity and continue after this guarantee and indemnity ends.

6 Rights of the Trustee are protected

Rights given to the Trustee under this guarantee and indemnity, and the Guarantor’s liabilities under it, are not affected by any act or omission or any other thing which might otherwise affect them under law or otherwise. For example, those rights and liabilities are not affected by:

(a) any act or omission:

(i) varying or replacing in any way and for any reason any agreement or arrangement under which the Guaranteed Obligations is expressed to be owing (such as by adding, replacing or changing the purpose of a facility, increasing a facility limit or extending the term of a facility including in connection with a restructuring or refinancing of the Guaranteed Obligations);

(ii) releasing any WEX Entity or giving any WEX Entity a concession (such as more time to pay);

(iii) releasing any person who gives a guarantee or indemnity in connection with any of any WEX Entity’s obligations;

(iv) releasing, losing the benefit of, or not obtaining any Encumbrance or negotiable instrument;

(v) by which a person becomes a Guarantor after the date of this guarantee and indemnity;

(vi) by which the obligations of any person who guarantees any of any WEX Entity’s obligations (including under this guarantee and indemnity) may not be enforceable;

(vii) by which any person who was intended to guarantee any of any WEX Entity’s obligations does not do so, or does not do so effectively;

(viii) by which a person who is a co-surety or co-indemnifier for performance of the Guaranteed Obligations is discharged under an agreement or by operation of law;

(ix) by which any Encumbrance which could be registered is not registered;

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(b) a person dealing in any way with an Encumbrance, guarantee, indemnity, judgment or negotiable instrument;

(c) the insolvency of any person including the Guarantor or any WEX Entity;

(d) changes in the membership, name or business of any person;

(e) any WEX Entity opening an account with them;

(f) acquiescence or delay by the Trustee or any other person; or

(g) an assignment of rights in connection with the Guaranteed Obligations.

7 No merger

This guarantee and indemnity does not merge with or adversely affect, and is not adversely affected by, any of the following:

(a) any other guarantee, indemnity, or Encumbrance, or other right or remedy to which the Trustee is entitled; or

(b) a judgment which the Trustee obtains against the Guarantor, any WEX Entity or any other person in connection with the Guaranteed Obligations.

The Trustee may still exercise its rights under this guarantee and indemnity as well as under the judgment, Encumbrance or right or remedy.

8 Guarantor’s rights

8.1 Guarantor’s rights are suspended

As long as there is any Guaranteed Obligations (or any other amounts secured by any Encumbrance that secures amounts including the Guaranteed Obligations), the Guarantor may not, without the Trustee’s consent:

(a) reduce its liability under this guarantee and indemnity by claiming that it or any WEX Entity or any other person has a right of set-off or counterclaim against the Trustee. For the avoidance of doubt this clause does not affect the Buyer’s and the Class B Facility Provider’s rights to net off amounts pursuant to clause 3.3(d) (“Purchase Price”) of the Receivables Acquisition and Servicing Agreement; or

(b) exercise any legal right to claim to be entitled to the benefit of another guarantee, indemnity, or Encumbrance that secures amounts including the Guaranteed Obligations or any other amount payable under this guarantee and indemnity (for example, the Guarantor may not try to enforce or require the enforcement of any Encumbrance the Trustee has taken that secures amounts including the Guaranteed Obligations) other than under the Transaction Documents; or

(c) claim an amount from any WEX Entity, or another guarantor of the Guaranteed Obligations (including a person who has signed this

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guarantee and indemnity as a “Guarantor”), under a right of indemnity or contribution with respect to the Guaranteed Obligations other than under the Transaction Documents; or

(d) claim an amount in the Insolvency of any WEX Entity or of another guarantor of the Guaranteed Obligations (including a person who has signed this guarantee and indemnity as a “Guarantor”) with respect to the Guaranteed Obligations other than under the Transaction Documents.

This clause continues after this guarantee and indemnity ends.

8.2 Guarantor’s right of proof limited

The Guarantor agrees not to exercise a right of proof against any WEX Entity in respect of its rights under this document after an event occurs relating to the Insolvency of any WEX Entity or another guarantor of the Guaranteed Obligations (including a person who has signed this guarantee and indemnity as a “Guarantor”) independently of any attorney appointed under this guarantee and indemnity.

9 Power of attorney

9.1 Appointment of attorneys

The Guarantor irrevocably appoints the Trustee and each of its Authorised Officers individually as its attorney and agrees to formally approve all action taken by an attorney under clause 9.2 (“Attorneys’ powers”).

9.2 Attorneys’ powers

Each attorney may:

(a) do anything which the Guarantor may lawfully do to exercise its right of proof after an event relating to Insolvency occurs in respect of any WEX Entity or any other guarantor of any WEX Entity’s obligations but only in connection with a matter connected with its rights as “Guarantor” under this guarantee and indemnity. (These things may be done in the Guarantor’s name or the attorney’s name and they include signing and delivering documents, taking part in legal proceedings and receiving any dividend arising out of the right of proof.); and

(b) delegate its powers (including this power) and may revoke a delegation; and

(c) exercise its powers even if this involves a conflict of duty and even if it has a personal interest in doing so.

9.3 Application of insolvency dividends

The attorney need not account to the Guarantor for any dividend received on exercising the right of proof under clause 9.2(a) (“Attorneys’ powers”) except to the extent that any dividend remains after the Trustee has received all of the Guaranteed Obligations and all other amounts payable under this guarantee and indemnity.

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10 General undertakings

The Guarantor agrees to obtain, renew on time and comply with the terms of each authorisation necessary to enter into this guarantee and indemnity, observe obligations under it and allow it to be enforced.

11 Representations and warranties

11.1 Representations and warranties

The Guarantor represents and warrants (except in relation to matters disclosed to the Trustee and accepted by the Trustee in writing) that:

(a) (incorporation and existence) it has been incorporated in accordance with the laws of its place of incorporation, is validly existing under those laws and has power and authority to carry on its business as it is now being conducted; and

(b) (power) it has power to enter into this guarantee and indemnity and comply with its obligations under it; and

(c) (no contravention or exceeding power) this guarantee and indemnity and the transactions under it which involve it do not contravene its constituent documents (if any) or any law or obligation by which it is bound or to which any of its assets are subject or cause a limitation on its powers (or, to the extent applicable, the powers of its directors) to be exceeded; and

(d) (authorisations) it has in full force and effect the authorisations necessary for it to enter into this guarantee and indemnity, to comply with its obligations and exercise its rights under it, and allow it to be enforced; and

(e) (validity of obligations) its obligations under this guarantee and indemnity are valid and binding and are enforceable against it in accordance with its terms subject to principles of equity, insolvency laws and laws affecting creditors generally; and

(f) (benefit) it benefits by entering into this guarantee and indemnity; and

(g) (solvency) there are no reasonable grounds to suspect that it is unable to pay its debts as and when they become due and payable; and

(h) (not a trustee)it does not enter into any Transaction Document as trustee; and

(i) (litigation) to the best of its knowledge and belief, there is no pending or threatened proceeding affecting it or any of its assets before a court, authority, commission or arbitrator in which a decision against it (either alone or together with other decisions) would have a Material Adverse Effect; and

(j) (default under law - Material Adverse Effect) it is not in breach of a law or obligation affecting its assets in a way which would have, a Material Adverse Effect; and

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(k) (no immunity) neither it nor any of its Subsidiaries has immunity from the jurisdiction of a court or from legal process.

11.2 Repetition of representations and warranties

The representations and warranties in this clause 11 are taken to be made (by reference to the then current circumstances) on each date on which the Trustee provides financial accommodation to any WEX Entity.

11.3 Reliance

The Guarantor acknowledges that the Trustee has entered into the Transaction Documents to which it is a party in reliance on the representations and warranties in this clause 11.

12 Payments

12.1 Manner of payment

The Guarantor agrees to make payments under this guarantee and indemnity:

(a) in full without set‑off or counterclaim and without any deduction in respect of Taxes unless prohibited by law; and

(b) if the payment relates to the Guaranteed Obligations, in the currency in which the payment is due, and otherwise in Australian dollars in immediately available funds.

12.2 Currency of payment

The Guarantor waives any right it has in any jurisdiction to pay an amount other than in the currency in which it is due. However, if the Trustee receives an amount in a currency other than that in which it is due:

(a) it may convert the amount received into the due currency (even though it may be necessary to convert through a third currency to do so) on the day and at such rates (including spot rate, same day value rate or value tomorrow rate) as it reasonably considers appropriate. It may deduct its usual Costs in connection with the conversion; and

(b) the Guarantor satisfies its obligation to pay in the due currency only to the extent of the amount of the due currency obtained from the conversion after deducting the Costs of the conversion.

13 Withholding tax

If a law requires the Guarantor to deduct an amount in respect of Taxes, or for or on account of FATCA, from a payment under any Transaction Document such that the Trustee would not actually receive on the due date the full amount provided for under the Transaction Document, then:

(c) the Guarantor agrees to deduct the amount for the Taxes, or for or on account of FATCA, (and any further deduction applicable to any further payment due under clause 13(c) (“Withholding tax”) below); and

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(d) the Guarantor agrees to pay the amount deducted to the relevant authority in accordance with applicable law and give the original receipts to the Trustee; and

(e) if the amount deducted is in respect of Accountable Taxes (excluding, for the avoidance of doubt, any amount deducted or withheld for or on account of FATCA), the Guarantor agrees to pay an additional amount so that, after making the deduction and further deductions applicable to additional amounts payable under this clause, the Trustee is entitled to receive (at the time the payment is due) the amount it would have received if no deductions had been required.

14 Costs and indemnities

14.1 What the Guarantor agrees to pay

The Guarantor agrees to pay or reimburse the Trustee on demand for:

(a) the Trustee’s reasonable Costs in connection with:

(i) the negotiation, preparation, execution, registration of, and payment of Taxes on, this guarantee and indemnity; and

(ii) the general on-going administration of this guarantee and indemnity (including giving and considering consents, waivers and releases); and

(b) the Trustee’s Costs in otherwise acting in connection with this guarantee and indemnity, such as exercising, enforcing or preserving rights (or considering doing so), or doing anything in connection with any enquiry by any authority involving the Guarantor or any of its Related Entities; and

(c) Taxes and fees (including registration fees) and fines and penalties in respect of fees paid, or that the Trustee reasonably believes are payable, in connection with this guarantee and indemnity or a payment or receipt or any other transaction contemplated by this guarantee and indemnity. However, the Guarantor need not pay a fine or penalty in connection with Taxes or fees to the extent that it has placed the Trustee in sufficient cleared funds for the Trustee to be able to pay the Taxes or fees by the due date.

14.2 Indemnity

The Guarantor indemnifies the Trustee against any liability or loss arising from, and any reasonable Costs incurred in connection with, the payment, omission to make payment or delay in making payment of an amount referred to in clause 14.1 (“What the Guarantor agrees to pay”). The Guarantor agrees to pay amounts due under this indemnity on demand from the Trustee.

14.3 Items included in loss, liability and Costs

The Guarantor agrees that:

(a) the Costs referred to in clause 14.1 (“What the Guarantor agrees to pay”) and the liability or loss and any Costs referred to in clause 14.2 (“Indemnity”), include legal Costs in accordance with any written

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agreement as to legal costs (whether or not the Guarantor is a party to the agreement) or, if no agreement, on whichever is the higher of a full indemnity basis or solicitor and own client basis;

(b) the Costs referred to in clauses 14.1(a) and 14.1(b) (“What the Guarantor agrees to pay”) include those paid, or that the Trustee reasonably believes are payable, to persons engaged by the Trustee in connection with this guarantee and indemnity (such as consultants).

14.4 Currency conversion on judgment debt

If a judgment, order or proof of debt for an amount in connection with this guarantee and indemnity is expressed in a currency other than the currency in which the amount is due under this guarantee and indemnity, then the Guarantor indemnifies the Trustee against:

(a) any difference arising from converting the other currency if the rate of exchange used by the Trustee under clause 12.2 (“Currency of payment”) for converting currency when it receives a payment in the other currency is less favourable to the Trustee than the rate of exchange used for the purpose of the judgment, order or acceptance of proof of debt; and

(b) the Costs of conversion.

14.5 Payment for Guarantor’s obligations

The Guarantor agrees to pay for anything that it agrees to do under this guarantee and indemnity.

15 Application of payments

15.1 Application of money

The Trustee may apply money paid by any WEX Entity, or the Guarantor or otherwise towards satisfaction of the Guaranteed Obligations and other money payable under this guarantee and indemnity in the manner it sees fit.

15.2 Order of payment

The Trustee may use money received under this guarantee and indemnity towards paying any part of the Guaranteed Obligations the Trustee chooses. This applies even if that part only falls due after the Trustee gives a notice of demand.

15.3 Suspense account

The Trustee may place in a suspense account any payment it receives from the Guarantor until the termination of the Trust in accordance with the Master Trust Deed and need not apply any such payment towards satisfying the Guaranteed Obligations or other money payable under this guarantee and indemnity.

15.4 Remaining money

The Trustee agrees to pay any money remaining after the Guaranteed Obligations is paid either to the Guarantor (which the Trustee may do by

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paying it into an account in the Guarantor’s name) or to another person entitled to it. In doing so, it does not incur any liability to the Guarantor. The Trustee does not pay the Guarantor interest on any money remaining after the Guaranteed Obligations are satisfied.

15.5 Credit from date of receipt

The Guarantor is only credited with money from the date the Trustee actually receives it.

16 Dealing with interests

The Trustee may assign or otherwise deal with its rights under this guarantee and indemnity in any way it considers appropriate. If the Trustee does this, it must promptly notify the Guarantor and the Guarantor may not claim against any assignee (or any other person who has an interest in this guarantee and indemnity) any right of set-off or other rights the Guarantor has against the Trustee.

17 Notices and other communications

17.1 Form - all communications

Unless expressly stated otherwise in this guarantee and indemnity, all notices, certificates, consents, approvals, waivers and other communications in connection with this guarantee and indemnity must be in writing, signed by the sender (if an individual) or an Authorised Officer of the sender (except in the case of email) and marked for the attention of the person identified in the Details or, if the recipient has notified otherwise, then marked for attention in the way last notified.

17.2 Delivery

Communications must be:

(a) left at the address set out or referred to in the Details; or

(b) sent by prepaid ordinary post (airmail, if appropriate) to the address set out or referred to in the Details; or

(c) sent by fax to the fax number set out or referred to in the Details; or

(d) sent by email to the email address set out or referred to in the Details.

However, if the intended recipient has notified a changed postal or email address or fax number, then communications must be to that address or number.

17.3 When effective

Communications take effect from the time they are received or taken to be received under clauses 17.4 (“Deemed receipt - postal”) to 17.6 (“Deemed receipt - general”) (whichever happens first) unless a later time is specified.

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17.4 Deemed receipt – postal

If sent by post, they are taken to be received three days after posting (or seven days after posting if sent to or from a place outside of the country of the sender of them).

17.5 Deemed receipt – fax

If sent by fax and received in legible form, they are taken to be received at the time shown in the transmission report as the time that the whole fax was sent.

17.6 Receipt – email

If sent by email, they are taken to be received at the time shown in the email as the time that the email was received, provided they are received in a readable form.

17.7 Deemed receipt – general

Despite clauses 17.4 (“Deemed receipt – postal”),17.5 (“Deemed receipt – fax”) and 17.6 (“Deemed receipt – email”), if they are received after 5pm in the place of receipt or on a non-Business Day, they are taken to be received at 9am on the next Business Day.

17.8 Change in details

Despite any other provision in this clause 17 (“Notices and other communications”), at least 5 Business Days prior notice must be given by a party of any change in any matter specified in the Details section of this agreement.

18 General

18.1 Prompt performance

If this guarantee and indemnity specifies when the Guarantor agrees to perform an obligation, the Guarantor agrees to perform it by the time specified. The Guarantor agrees to perform all other obligations promptly.

18.2 Consents

The Guarantor agrees to comply with all conditions in any consent the Trustee gives in connection with this guarantee and indemnity.

18.3 Certificates

The Trustee may give the Guarantor a certificate about an amount payable or other matter in connection with this guarantee and indemnity. The certificate is sufficient evidence of the amount or matter, unless it is proved to be incorrect.

18.4 Set-off

Following the occurrence of an Amortisation Event, the Trustee may set off any amount owing by the Trustee to the Guarantor (whether or not due

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for payment) against any amount due for payment by the Guarantor to the Trustee under this guarantee and indemnity.

The Trustee may do anything necessary to effect any set-off under this clause (including varying the date for payment of any amount owing by the Trustee to the Guarantor and making currency exchanges). This clause applies despite any other agreement between the Guarantor and the Trustee.

18.5 Discretion in exercising rights

The Trustee may exercise a right or remedy or give or refuse its consent in any way it considers appropriate (including by imposing conditions), unless this guarantee and indemnity expressly states otherwise.

18.6 Partial exercising of rights

If the Trustee does not exercise a right or remedy fully or at a given time, the Trustee may still exercise it later.

18.7 Trustee’s capacity and limitation of liability

Clause 17 (“Indemnity and limitation of liability”) of the Master Trust Deed applies to this document as if it were fully set out in this document with all necessary consequential amendments.

18.8 No liability for loss

The Trustee is not liable for loss caused by the exercise or attempted exercise of, failure to exercise, or delay in exercising, a right or remedy.

18.9 Conflict of interest

The Trustee’s rights and remedies under this guarantee and indemnity may be exercised even if this involves a conflict of duty or the Trustee has a personal interest in their exercise.

18.10 Remedies cumulative

The Trustee’s rights and remedies under this guarantee and indemnity are in addition to other rights and remedies given by law independently of this guarantee and indemnity.

18.11 Indemnities

The indemnities in this guarantee and indemnity are continuing obligations, independent of the Guarantor’s other obligations under this guarantee and indemnity. It is not necessary for the Trustee to incur expense or make payment before enforcing a right of indemnity under this guarantee and indemnity.

18.12 Inconsistent law

To the extent permitted by law, this guarantee and indemnity prevails to the extent it is inconsistent with any law.

18.13 Supervening legislation

Any present or future legislation which operates to vary the obligations of the Guarantor in connection with this guarantee and indemnity with the

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result that the Trustee’s rights, powers or remedies are adversely affected (including by way of delay or postponement) is excluded except to the extent that its exclusion is prohibited or rendered ineffective by law.

18.14 Time of the essence

Time is of the essence in this guarantee and indemnity in respect of an obligation of the Guarantor to pay money.

18.15 Variation and waiver

Unless this guarantee and indemnity expressly states otherwise, a provision of this guarantee and indemnity, or right created under it, may not be waived or varied except in writing signed by the party or parties to be bound.

18.16 Confidentiality

Each party agrees not to disclose information provided by any other party that is not publicly available except:

(a) in connection with any person exercising rights or dealing with rights or obligations under this guarantee and indemnity (including in connection with preparatory steps such as negotiating with any potential assignee of the Trustee’s rights or other person who is considering contracting with the Trustee in connection with this guarantee and indemnity, provided that the potential assignee agrees to keep such information confidential); or

(b) to officers, employees, legal and other advisers and auditors of the Trustee or the Guarantor; or

(c) to any party to this guarantee and indemnity or any Related Entity of any party to this guarantee and indemnity, provided the recipient agrees to act consistently with this clause; or

(d) with the consent of the party who provided the information (such consent not to be unreasonably withheld); or

(e) as required by any law or stock exchange.

Each party consents to disclosures made in accordance with this clause.

18.17 Further steps

The Guarantor agrees to do anything the Trustee asks (such as obtaining consents, signing and producing documents, producing receipts and getting documents completed and signed) to the extent necessary:

(a) to bind the Guarantor and any other person intended to be bound under this guarantee and indemnity; or

(b) to enable the Trustee to register the power of attorney in clause 9 (“Power of attorney”) or a similar power.

18.18 Each signatory bound

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This guarantee and indemnity binds each person who signs as Guarantor even if another person who was intended to sign does not sign it or is not bound by it.

18.19 Counterparts

This guarantee and indemnity may consist of a number of copies, each signed by one or more parties to the guarantee and indemnity. If so, the signed copies are treated as making up the one document.

18.20 Governing law

This guarantee and indemnity is governed by the law in force in the State of New South Wales. The Guarantor and the Trustee submit to the non-exclusive jurisdiction of the courts of that place.

18.21 Serving documents

Without preventing any other method of service, any document in a court action may be served on a party being delivered to or left at that party’s address for service of notices under clause 17.2 (“Delivery”).

18.22 Service of Process

The Guarantor irrevocably appoints WEX Australia Pty Ltd presently of Level 3, 293 Camberwell Road, Camberwell, Victoria 3124 as its agent to receive, for its and on its behalf, service of process in any proceedings in the State of New South Wales. Such service shall be deemed completed on delivery to such process agent (whether or not it is forwarded to and received by the Guarantor). If for any reason such process agent ceases to be able to act as such or no longer has an address in the State of New South Wales the Guarantor irrevocably agrees to appoint a substitute process agent acceptable to the Trustee, and to deliver to the Trustee a copy of the new agent’s acceptance or appointment, within 30 days.

EXECUTED as a deed

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Signing page

DATED:          28 April 2015

Guarantor

WEX INC., a Delaware corporation

By:     /s/ Steve Elder

Name:     Steve Elder

Title:    SVP & CFO

Trustee

SIGNED, SEALED AND DELIVERED by and as attorneys for PERPETUAL CORPORATE TRUST LIMITED under power of attorney dated 16 September 2014 in the presence of: /s/ Marion Gowing Signature of witness MARION GOWING Name of witness (block letters) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) /s/ Manish Sarat Manish Sarat Manager By executing this agreement the attorney states that the attorney has received no notice of revocation of the power of attorney /s/ Hagbarth Strom Hagbarth Strom Senior Transaction Manager By executing this agreement the attorney states that the attorney has received no notice of revocation of the power of attorney

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EX-10.3

Southern Cross WEX 2015-1 Trust General Security Agreement

Dated 28 April 2015

Perpetual Corporate Trust Limited (ABN 99 000 341 533) (“Grantor”)

P.T. Limited (ABN 67 004 454 666) (“Secured Party”)

King & Wood Mallesons

Level 61

Governor Phillip Tower

1 Farrer Place

Sydney NSW 2000

Australia

T +61 2 9296 2000

F +61 2 9296 3999

DX 113 Sydney

www.kwm.com

Ref: PS/JK/AH

Details1

General terms2

1Interpretation    2

1.1Terms defined in Security Trust Deed    2

1.2Definitions    2

1.3Other interpretation provisions    7

1.4Designation    7

1.5Variations and replacements    7

Part 2 Standard Terms8

2Grantor must pay the Secured Money    8

3Security    8

3.1Security Interest    8

3.2Consideration    8

3.3Secured Money    8

3.4Limited recourse    8

3.5Limitation of liability of Secured Party    8

4Dealings - such as selling or granting other Encumbrances    8

4.1Restricted dealings    8

4.2Permitted dealings    9

4.3Revolving Assets    9

4.4Conversion to Revolving Assets    9

4.5Where the law allows for creation of Encumbrance without consent    9

5Other Encumbrances    10

5.1Priority agreement    10

5.2Amount secured by other Encumbrance    10

5.3Obligations under other Encumbrance    10

5.4Secured Party may rely on third party certificates    10

6Bank Account    10

6.1Opening of Bank Accounts    10

6.2Operation of Bank Accounts    10

6.3Notice to Depositee after an Event of Default    10

7GST    11

8Application of payments    11

8.1Application of money    11

8.2Suspense account    12

8.3Credit from date of receipt    12

9Default    12

9.1Grantor to ensure no Event of Default    12

9.2Secured Party’s powers on default    12

9.3Order of enforcement    12

10Exclusion of time periods    13

10.1No notice required unless mandatory    13

10.2Mandatory notice period    13

11Receivers    13

11.1Terms of appointment of Receiver    13

11.2More than one Receiver    13

11.3Receiver is Grantor’s agent    13

11.4Receiver’s powers    14

12Disposal of the Collateral is final    14

13Power of attorney    14

13.1Appointment    14

13.2Powers    14

14Reinstatement of rights    15

15Statutory powers and notices    15

15.1Exclusion of PPSA provisions    15

15.2Exercise of rights by Secured Party    15

15.3No notice required unless mandatory    16

16General    16

16.1Counterparts    16

16.2Governing law and jurisdiction    16

16.3Serving documents    16

16.4Directions of Manager    16

16.5Confidentiality    17

Signing page18

Details

Parties	Grantor and Secured Party
Grantor	Name	Perpetual Corporate Trust Limited in its capacity as trustee of the Southern Cross WEX 2015-1 Trust
	ABN	99 000 341 533
	Address	Level 12 Angel Place 123 Pitt Street Sydney NSW 2000
	Telephone	61 2 9229 9000
	Email	SecuritisationOps@perpetual.com.au
	Attention	Manager, Transaction Management, Capital Markets Fiduciary Services
Secured Party	Name	P.T. Limited in its capacity as trustee of the Southern Cross WEX 2015-1 Security Trust
	ABN	67 004 454 666
	Address	Level 12 Angel Place 123 Pitt Street Sydney NSW 2000
	Telephone	61 2 9229 9000
	Email	SecuritisationOps@perpetual.com.au
	Attention	Manager, Transaction Management, Capital Markets Fiduciary Services
Date of document	See Signing page

General terms

1 Interpretation

1.1 Terms defined in Security Trust Deed

A term which has a defined meaning in theSecurity Trust Deed has the same meaning when used in this document unless it is expressly defined in this document, in which case the meaning in this document applies.

1.2 Definitions

These meanings apply unless the contrary intention appears:

Attorneymeans each attorney appointed by the Grantor under clause 13 (“Power of attorney”).

Class A Facility Deed means the deed entitled “Southern Cross WEX 2015-1 Trust Class A Facility Deed” dated on or about the date of this document between the Grantor and certain other parties.

Class A Facility Provider has the meaning given to that term under the Class A Facility Deed and includes the holder of a Class A Note.

Class A Note has the meaning given to that term under the Class A Facility Deed.

Class B Facility Deed means the deed entitled “Southern Cross WEX 2015-1 Trust Class B Facility Deed” dated on or about the date of this document between the Grantor and certain other parties.

Class B Facility Provider has the meaning given to that term under the Class B Facility Deed and includes the holder of a Class B Note.

Class B Note has the meaning given to that term under the Class B Facility Deed.

Collateral means the Trust Assets.

Collections Account means the account opened with the Depositee in the name of the Grantor and designated by the Grantor as the collections account for the Trust.

Control Event means:

(a) in respect of any Collateral that is, or would have been, a Revolving Asset:

(i) the Grantor breaches, or attempts to breach, clause 4.1 (“Restricted dealings”) in respect of the Collateral or takes any step which would result in it doing so; or

(ii) a person takes a step (including signing a notice or direction) which may result in Taxes, or an amount owing to an authority, ranking ahead of this security; or

(iii) the Secured Party gives a notice to the Grantor that the Collateral is not a Revolving Asset. (However, the Secured Party may only give a notice if an Event of Default is continuing); or

(b) in respect of all Collateral that is or would have been a Revolving Asset:

(i) a voluntary administrator, liquidator or provisional liquidator is appointed in respect of the Grantor or the winding up of the Grantor begins; or

(ii) a Controller is appointed to any of the Grantor’s property; or

(iii) something having a substantially similar effect to paragraph (i) or (ii) happens under any law.

Corporations Act means the Corporations Act 2001 (Cwlth).

Depositee means the financial institution at which the Collections Account is opened.

Details means the section of this document headed “Details”.

Encumbrance means any:

(a) security for the payment of money or performance of obligations, including a mortgage, charge, lien, pledge, trust, power or title retention or flawed deposit arrangement and any “security interest” as defined in sections 12(1) or (2) of the PPSA; or

(b) right, interest or arrangement which has the effect of giving another person a preference, priority or advantage over creditors including any right of set-off; or

(c) right that a person (other than the owner) has to remove something from land (known as a profit à prendre), easement, public right of way, restrictive or positive covenant, lease, or licence to use or occupy; or

(d) third party right or interest or any right arising as a consequence of the enforcement of a judgment,

or any agreement to create any of them or allow them to exist.

Grantor means the person so described in the Details.

GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cwlth).

Guarantee means the deed entitled “Southern Cross WEX 2015-1 Trust - Guarantee and Indemnity” dated on or about the date of this document between the Grantor and the Guarantor.

Guarantor means WEX Inc.

Manager means The Bank of Tokyo-Mitsubishi UFJ, Ltd..

Nominated Signatory means a person nominated by the Secured Party as a signatory to the Collections Account.

Permitted Disposal means any disposal permitted by the Transaction Documents.

PPSA means the Personal Property Securities Act 2009 (Cwlth).

Principal Seller means WEX Australia Pty Ltd (ABN 68 005 970 570).

Purchased Receivable has the meaning given to that term in the Receivables Acquisition and Servicing Agreement.

Purchased Related Securities has the meaning given to that term in the Receivables Acquisition and Servicing Agreement.

Receivables Acquisition and Servicing Agreement means the document entitled “Southern Cross WEX 2015-1 Trust - Receivables Acquisition and Servicing Agreement” dated on or about the date of this document between the Principal Seller, each Seller, the Servicer, the Manager, the Grantor and the Class A Facility Provider.

Receiverincludes a receiver or receiver and manager.

Revolving Asset means any Collateral:

(a) which is:

(i) inventory;

(ii) a negotiable instrument;

(iii) book debts; or

(iv) money (including money withdrawn or transferred to a third party from an account of the Grantor with a bank or other financial institution),

but excluding the Purchased Receivables and Purchased Related Securities; and

(b) in relation to which no Control Event has occurred, subject to clause 4.4 (“Conversion to Revolving Assets”).

Secured Creditor means, in respect of the Trust:

(a) the Secured Party (for its own account);

(b) the Manager;

(c) each Noteholder of the Trust;

(d) the Class A Facility Provider;

(e) the Class B Facility Provider; and

(f) any other person so described in the Supplementary Terms Notice.

Secured Moneymeans all amounts that, at any time, for any reason or circumstance in connection with the Transaction Documents (including any transaction in connection with them), whether at law or otherwise, and whether or not of a type within the contemplation of the parties at the date of this document:

(a) are payable, are owing but not currently payable, are contingently owing, or remain unpaid, by the Grantor to any Secured Creditor of the Trust; or

(b) any Secured Creditor of the Trust has advanced or paid on the Grantor’s behalf or at the Grantor’s express or implied request; or

(c) any Secured Creditor of the Trust is liable to pay by reason of any act or omission on the Grantor’s part, or that any Secured Creditor of the Trust has paid or advanced in protecting or maintaining the Collateral or any security interest in this document following an act or omission on the Grantor’s part; or

(d) are reasonably foreseeable as likely, after that time, to fall within any of the above paragraphs.

This definition applies:

(i) irrespective of the capacity in which the Grantor or the Secured Creditor of the Trust became entitled to, or liable in respect of, the amount concerned;

(ii) whether the Grantor or the Secured Creditor of the Trust is liable as principal debtor, as surety, or otherwise;

(iii) whether the Grantor is liable alone, or together with another person;

(iv) even if the Grantor owes an amount or obligation to the Secured Creditor of the Trust because it was assigned to the Secured Creditor, whether or not:

(A) the assignment was before, at the same time as, or after the date of this document; or

(B) the Grantor consented to or was aware of the assignment; or

(C) the assigned obligation was secured before the assignment;

(v) even if this document was assigned to the Secured Creditor of the Trust, whether or not:

(A) the Grantor consented to or was aware of the assignment; or

(B) any of the Secured Money was previously unsecured; or

(vi) whether or not it has a right of indemnity from the Trust Assets of the Trust.

Secured Party means the person so described in the Details.

Security means this document, each other present or future Encumbrance created or entered into as security for the payment of the Secured Money in favour of the Secured Party and each other document which the Grantor and the Secured Party agree is a Security for the purposes of the Security Trust.

Security Trust Deed means the document entitled “Southern Cross Trust Security Trust Deed” dated 14 September 2006 between the Grantor, the Manager and the Secured Party.

Seller means each of WEX Australia Pty Ltd (ABN 68 005 970 570) and WEX Fuel Cards Australia Ltd (ABN 33 008 962 132).

Servicer meansWEX Australia Pty Ltd (ABN 68 005 970 570).

Supplementary Terms Notice means the document titled “Southern Cross WEX 2015-1 Trust Supplementary Terms Notice” dated on or about the date of this document between the Class A Facility Provider, the Class B Facility Provider, the Grantor, the Secured Party, the Manager, the Principal Seller, each Seller and the Servicer.

Title Perfection Event has the meaning given to that term in the Receivables Acquisition and Servicing Agreement.

Transaction Documents means, in respect of the Trust:

(a) the Notice of Creation of Trust and Security Trust;

(b) the Master Trust Deed;

(c) the Security Trust Deed;

(d) the Management Deed;

(e) this document;

(f) the Receivables Acquisition and Servicing Agreement and any Sale Notice for the Trust;

(g) the Guarantee;

(h) the Class A Facility Deed;

(i) the Class B Facility Deed; and

(j) the Supplementary Terms Notice.

Trust refers to the Southern Cross WEX 2015-1 Trust.

Voting Secured Creditor means:

(a) for so long as the Secured Money owing to the Class A Facility Provider is greater than zero or the Class A Facility Provider has any obligation to make any subscription in respect of the Class A Notes under the Class A Facility Deed, the Class A Facility Provider; and

(b) subject to paragraph (c), if the Secured Money owing to the Class A Facility Provider is zero and the Class A Facility Provider does not have any obligation to make any subscriptions in respect of the Class A Notes under the Class A Facility Deed, the Class B Facility Provider; and

(c) if the Secured Money owing to the Class A Facility Provider and the Class B Facility Provider is reduced to zero and the Class A Facility Provider and the Class B Facility Provider do not have any obligation to make any subscriptions in respect of the Class A Notes or Class B Notes under the Class A Facility Deed and the Class B Facility Deed, the remaining Secured Creditors.

1.3 Other interpretation provisions

Clauses 25.2 (“References to certain general terms”) to 25.4 (“Headings”) (inclusive) of the Security Trust Deed apply to this document as if they were fully set out in this document. Unless the contrary intention appears in this document, a reference to “this security” means the security interests created by this document.

1.4 Designation

This document is the “General Security Agreement” for the Trust.

1.5 Variations and replacements

The Grantor acknowledges that the Transaction Documents for the Trust may be varied or replaced from time to time.

The Grantor confirms that the Secured Money includes any amount payable under any Transaction Document for the Trust as varied or replaced. The Grantor confirms that this applies regardless of:

(a) how the Transaction Document is varied or replaced; and

(b) the reasons for the variation or replacement; and

(c) whether the Secured Money decreases or increases or the Transaction Document is otherwise more onerous as a result of the variation or replacement.

Part 2 Standard Terms

2 Grantor must pay the Secured Money

The Grantor agrees to pay the Secured Money in accordance with the terms of the Transaction Documents.

3 Security

3.1 Security Interest

The Grantor grants a security interest in the Collateral to the Secured Party for the purpose of securing payment of the Secured Money. This security interest is a charge. If for any reason it is necessary to determine the nature of this charge, it is a floating charge over Revolving Assets and a fixed charge over all other Collateral.

The Grantor does this as trustee of the Trust.

3.2 Consideration

The Grantor acknowledges granting this security interest and incurring obligations and giving rights under this document for valuable consideration.

3.3 Secured Money

The Grantor agrees to pay the Secured Money in accordance with the terms of the Transaction Documents for the Trust.

3.4 Limited recourse

Clause 17 (“Indemnity and limitation of liability”) of the Master Trust Deed applies to this document as if it was fully set out in this document except that any reference to the “Trustee” is interpreted as a reference to the “Grantor” and any reference to “a Trust” is a reference to “the Trust”.

3.5 Limitation of liability of Secured Party

Clause 7 (“Secured Party indemnity and limitation of liability”) of the Security Trust Deed applies to this document as if it was fully set out in this document except that any reference to the “Secured Party” is interpreted as a reference to the “Secured Party”.

4 Dealings - such as selling or granting other Encumbrances

4.1 Restricted dealings

Unless the Grantor is expressly permitted to do so under the Transaction Documents for the Trust or the Secured Party (at the direction, by Extraordinary Resolution, of the Voting Secured Creditors) consents, the Grantor may not, and may not agree, attempt or take any step to, do any of the following:

(a) create or allow another interest in any Collateral other than any Permitted Encumbrance; or

(b) dispose, or part with possession, of any Collateral, other than any Permitted Disposal.

4.1 Permitted dealings

The Grantor may do any of the following in the ordinary course of the Grantor’s ordinary business unless it is prohibited from doing so by another provision in a Transaction Document:

(c) create or allow another interest in, or dispose or part with possession of, any Collateral which is a Revolving Asset; or

(d) withdraw or transfer money from an account with a bank or other financial institution.

4.2 Revolving Assets

If a Control Event occurs in respect of any Collateral then automatically:

(a) that Collateral is not (and immediately ceases to be) a Revolving Asset; and

(b) any floating charge over that Collateral immediately operates as a fixed charge; and

(c) the Grantor may no longer deal with the Collateral under clause 4.2 (“Permitted dealings”).

4.3 Conversion to Revolving Assets

If any Collateral is not, or ceases to be, a Revolving Asset, and becomes subject to a fixed charge or transfer under this clause, the Secured Party may (at the direction of an Extraordinary Resolution of Voting Secured Creditors) give the Grantor a notice stating that, from a date specified in the notice, the Collateral specified in the notice is a Revolving Asset, or becomes subject to a floating charge or is transferred back to the Grantor. This may occur any number of times.

4.4 Where the law allows for creation of Encumbrance without consent

If a law entitles the Grantor to create another Encumbrance over the Collateral without the consent of the Secured Party, this clause 4 (“Dealings – such as selling or granting other Encumbrances”) does not operate to require the Grantor to obtain the Secured Party’s consent before creating that other Encumbrance. However:

(a) if the Grantor intends to create another Encumbrance, it agrees to notify the Secured Party at least seven days before it proposes to do so; and

(b) if the Secured Party requests an agreement under clause 5.1 (“Priority agreement”) and the Grantor has not complied with that request by the time the Encumbrance is created, financial accommodation need not be made available under any Transaction Document.

This is without prejudice to any other rights the Secured Party may have under the Transaction Documents.

5 Other Encumbrances

5.1 Priority agreement

If the Secured Party asks, the Grantor agrees to obtain an agreement acceptable to the Secured Party regulating priority between this security interest and any other Encumbrance over the Collateral.

5.2 Amount secured by other Encumbrance

The Grantor agrees to ensure that the amount secured under any Encumbrance (other than any Permitted Encumbrance) over the Collateral is not increased without the Secured Party’s consent.

5.3 Obligations under other Encumbrance

The Grantor agrees to comply with all obligations under any other Encumbrance over the Collateral.

5.4 Secured Party may rely on third party certificates

The Secured Party may rely on a certificate from any other person with an Encumbrance over the Collateral as to the amount that is owed to that other person.

6 Bank Account

6.1 Opening of Bank Accounts

The Grantor agrees:

(a) promptly after execution of this document, and at the direction of the Manager, to open the Collections Account, if it has not already been opened; and

(b) the signatories to the Collections Account are to comprise the Nominated Signatories, and the persons nominated by the Grantor (which may include the Grantor). Subject to clause 6.2 (“Operation of Bank Accounts”) and clause 6.3 (“Notice to Depositee after an Event of Default”), the Collections Account may be operated by two signatories nominated by the Grantor only, without any requirement for signature by a Nominated Signatory. The Secured Party agrees that each Nominated Signatory will be removed when there is no longer any Secured Money.

6.2 Operation of Bank Accounts

The Grantor agrees that, if an Event of Default occurs:

(c) the Collections Account may only be operated by two signatories, being two Nominated Signatories, without any requirement for signature by, or for, the Grantor; and

(d) the Secured Party may notify the Grantor that the Grantor is prohibited from making any withdrawals from the Collections Account.

6.3 Notice to Depositee after an Event of Default

If an Event of Default has occurred, the Secured Party may give notice to the Depositee that the Collections Account may be operated by the signature only of two Nominated Signatories without any requirement for a signature by, or for, the Grantor. If this notice is given, the Grantor agrees that the Depositee:

(a) need not enquire whether the Secured Party is in fact entitled to give such a notice; and

(b) is directed by the Grantor to act in accordance with the notice without reference to the Grantor.

The Grantor acknowledges that any direction given under this clause cannot be revoked or varied by the Grantor except with the consent of the Secured Party.

7 GST

(e) Unless expressly stated otherwise in this document, all amounts payable or consideration to be provided under this document are exclusive of GST.

(f) If GST is payable on any supply made under this document, for which the consideration is not expressly stated to include GST, the recipient agrees to pay to the supplier an additional amount equal to the GST at the same time that the consideration for the supply, or the first part of the consideration for the supply (as the case may be), is to be provided. However:

(i) the recipient need not pay the additional amount until the supplier gives the recipient a tax invoice or an adjustment note; and

(ii) if an adjustment event arises in respect of the supply, the additional amount must be adjusted to reflect the adjustment event and the recipient or the supplier (as the case may be) must make any payments necessary to reflect the adjustment; and

(iii) this clause 7 (“GST”) does not apply to the extent that the GST on the supply is payable by the recipient under Division 84 of the GST Act.

(g) If a party is required under this document to indemnify another party or pay or reimburse Costs of another party, the party agrees to pay the relevant amount less any input tax credits to which the other party (or to which the representative member for a GST group of which the other party is a member) is entitled.

(h) A term which has a defined meaning in the GST Law has the same meaning used in this clause 7 (“GST”). GST Law has the same meaning it has in the GST Act.

8 Application of payments

8.1 Application of money

The Secured Party must apply money it receives under this document towards paying the Secured Money in accordance with the order of priority specified in the Security Trust Deed.

8.2 Suspense account

The Secured Party may place in a suspense account any payment it receives from the Grantor for as long as it considers prudent and need not apply it towards satisfying the Secured Money.

8.3 Credit from date of receipt

The Grantor is only credited with money from the date the Secured Party or the person to whom it has directed payment actually receives it (including, where the Secured Party has appointed a Receiver, the date the Receiver pays money to the Secured Party or the person to whom it has directed payment).

9 Default

9.1 Grantor to ensure no Event of Default

The Grantor agrees to ensure that there is no Event of Default in respect of the Trust. The Grantor is not liable in damages for breach of this clause 9.1 (“Grantor to ensure no Event of Default”) (including where the breach is also a breach of another clause and such breach will not of itself constitute fraud, negligence, or wilful default of the Grantor). However, if the Grantor breaches this clause 9.1 (“Grantor to ensure no Event of Default”), the Secured Party may exercise its rights in relation to the Collateral under this document and at law. This does not limit the Grantor’s other liabilities to the Secured Party or any of the Secured Party’s other rights against the Grantor or the Collateral.

9.2 Secured Party’s powers on default

If an Event of Default in respect of the Trustis continuing, subject to the Security Trust Deed, the Secured Party may (or if directed by the Voting Secured Creditors, must) do one or more of the following in addition to anything else the law allows the Secured Party to do as secured party:

(a) sue the Grantor for the Secured Money; and

(b) appoint one or more Receivers to all or any part of the Collateral or its income; and

(c) do anything that a Receiver could do under clause 11.4 (“Receiver’s powers”).

9.3 Order of enforcement

The Secured Party may (at the direction of the Voting Secured Creditors) enforce the Security before it enforces other rights or remedies:

(a) against any other person; or

(b) under another document, such as another Encumbrance.

If the Secured Party has more than one Encumbrance, it may enforce them in any order it chooses.

10 Exclusion of time periods

10.1 No notice required unless mandatory

Neither the Secured Party nor any Receiver need give the Grantor any notice or demand or allow time to elapse before exercising a right under this document or conferred by law (including a right to sell) unless the notice, demand or lapse of time is required by law and cannot be excluded.

10.2 Mandatory notice period

If the law requires that a period of notice must be given or a lapse of time must occur or be permitted before a right under this document or conferred by law may be exercised, then:

(c) when a period of notice or lapse of time is mandatory, that period of notice must be given or that lapse of time must occur or be permitted by the Secured Party; or

(d) when the law provides that a period of notice or lapse of time may be stipulated or fixed by this document, then one day is stipulated and fixed as that period of notice or lapse of time including, if applicable, as the period of notice or lapse of time during which:

(i) an Event of Default in respect of the Trustmust continue before a notice is given or requirement otherwise made for payment of the Secured Money or the observance of other obligations under this document; and

(ii) a notice or request for payment of the Secured Money or the observance of other obligations under this document must remain not complied with before the Secured Party or a Receiver may exercise rights.

11 Receivers

11.1 Terms of appointment of Receiver

In exercising its power to appoint a Receiver, the Secured Party may:

(e) appoint a Receiver to all or any part of the Collateral or its income;

(f) set a Receiver’s remuneration at any figure the Secured Party determines appropriate; and

(g) remove a Receiver and appoint a new or additional Receiver.

11.2 More than one Receiver

If the Secured Party appoints more than one Receiver, the Secured Party may specify whether they may act individually or jointly.

11.3 Receiver is Grantor’s agent

Any Receiver appointed under this document is the Grantor’s agent unless the Secured Party notifies the Grantor that the Receiver is to act as the Secured Party’s agent. The Grantor is solely responsible for anything done, or not done, by a Receiver and for the Receiver’s remuneration and Costs.

11.4 Receiver’s powers

Unless the terms of appointment restrict a Receiver’s powers, the Receiver may do one or more of the following:

(a) sell, transfer or otherwise dispose of the Collateral to which it is appointed or any interest in that Collateral; and

(b) lease or licence the Collateral to which it is appointed or any interest in that Collateral, or deal with any existing lease or licence (including allowing a surrender or variation); and

(c) take or give up possession of the Collateral to which it is appointed as often as it chooses; and

(d) sever, remove and sell fixtures attached to the Collateral to which it is appointed; and

(e) obtain registration of the Collateral in the Secured Party’s or its nominee’s name; and

(f) do anything else the law allows an owner or a Receiver of the Collateral to which it is appointed to do.

12 Disposal of the Collateral is final

The Grantor agrees that if the Secured Party or a Receiver sells, transfers or otherwise disposes of the Collateral:

(a) the Grantor will not challenge the acquirer’s right to acquire the Collateral (including on the ground that the Secured Party or the Receiver was not entitled to dispose of the Collateral or that the Grantor did not receive notice of the intended disposal) and the Grantor will not seek to reclaim that property; and

(b) the person who acquires the Collateral need not check whether the Secured Party or the Receiver has the right to dispose of the Collateral or whether the Secured Party or the Receiver exercises that right properly.

13 Power of attorney

13.1 Appointment

The Grantor irrevocably appoints the Secured Party, each Authorised Officer of the Secured Party, and each Receiver individually as the Grantor’s attorney and agrees to ratify anything an Attorney does under clause 13.2 (“Powers”).

13.2 Powers

If an Event of Default in respect of the Trustis continuing, or the Secured Party reasonably believes that such an Event of Default is continuing, an Attorney may:

(g) do anything which the Grantor can lawfully authorise an attorney to do in connection with this document or the Collateral, or which the Attorney believes is expedient to give effect to any of the Secured Party’s or a Receiver’s rights (these things may be done in the Grantor’s name or the Attorney’s name, and they include signing and delivering documents, transferring, selling or leasing Collateral, transferring, selling or surrendering any lease, lodging or withdrawing caveats and starting, conducting and defending legal proceedings and sending any instructions, messages or communications by which the Collateral can be transferred or otherwise dealt with); and

(h) delegate their powers (including this power) and revoke a delegation; and

(i) exercise their powers even if this involves a conflict of duty or they have a personal interest in doing so.

14 Reinstatement of rights

Under law relating to Insolvency, a person may claim that a transaction (including a payment) in connection with the Secured Money is void or voidable. If a claim is made and upheld, conceded or compromised, then:

(j) the Secured Party is immediately entitled as against the Grantor to the rights in respect of the Secured Money to which it was entitled immediately before the transaction; and

(k) on request from the Secured Party, the Grantor agrees to do anything (including signing any document) to restore to the Secured Party any Encumbrance (including the Security) it held from the Grantor immediately before the transaction.

15 Statutory powers and notices

15.1 Exclusion of PPSA provisions

To the extent the law permits:

(a) for the purposes of sections 115(1) and 115(7) of the PPSA:

(i) the Secured Party need not comply with sections 95, 118, 121(4), 125, 130, 132(3)(d) or 132(4); and

(ii) sections 142 and 143 are excluded;

(b) for the purposes of section 115(7) of the PPSA, the Secured Party need not comply with sections 132 and 137(3);

(c) if the PPSA is amended after the date of this document to permit the Grantor and the Secured Party to agree to not comply with or to exclude other provisions of the PPSA, the Secured Party may notify the Grantor that any of these provisions is excluded, or that the Secured Party need not comply with any of these provisions as notified to the Grantor by the Secured Party; and

(d) the Grantor agrees not to exercise its rights to make any request of the Secured Party under section 275 of the PPSA, to authorise the disclosure of any information under that section or to waive any duty of confidence that would otherwise permit non-disclosure under that section.

15.2 Exercise of rights by Secured Party

If the Secured Party exercises a right, power or remedy in connection with this document, that exercise is taken not to be an exercise of a right, power or remedy under the PPSA unless the Secured Party states otherwise at the time of exercise. However, this clause does not apply to a right, power or remedy which can only be exercised under the PPSA.

15.3 No notice required unless mandatory

To the extent the law permits, the Grantor waives:

(a) its rights to receive any notice that is required by:

(i) any provision of the PPSA (including a notice of a verification statement); or

(ii) any other law before a secured party or Receiver exercises a right, power or remedy; and

(b) any time period that must otherwise lapse under any law before a secured party or Receiver exercises a right, power or remedy.

If the law which requires a period of notice or a lapse of time cannot be excluded, but the law provides that the period of notice or lapse of time may be agreed, that period or lapse is one day or the minimum period the law allows to be agreed (whichever is the longer).

However, nothing in this clause prohibits the Secured Party or any Receiver from giving a notice under the PPSA or any other law.

16 General

16.1 Counterparts

This document may consist of a number of copies, each signed by one or more parties to it. If so, the signed copies are treated as making up the one document.

16.2 Governing law and jurisdiction

This document is governed by the law in force in New South Wales. Each party submits to the non-exclusive jurisdiction of the courts of that place. They waive any right to object to an action being brought in those courts including by claiming that the action has been brought in an inconvenient forum or that those courts do not have jurisdiction.

This clause is for the benefit of the Secured Party only. It does not prevent the Secured Party from bringing an action in any other courts with jurisdiction. To the extent permitted by law, the Secured Party may take concurrent proceedings in any number of jurisdictions.

16.3 Serving documents

Without preventing any other method of service, any document in an action in connection with this document may be served on a party by being delivered to or left at that party’s address for service of notices in accordance with clause 23 of the Security Trust Deed (“Notices and other communications”).

16.4 Directions of Manager

Subject to clause 12.2 (“Trustee must follow Manager’s directions”) of the Master Trust Deed, the Grantor may rely on the directions of the Manager given in accordance with the Management Deed and the Master Trust Deed when exercising rights or complying with obligations under this document.

ࣩ King & Wood Mallesons 12164259_8 Southern Cross WEX 2015-1 Trust General Security Agreement ii

16.5 Confidentiality

Each party agrees not to disclose information provided by any other party that is not publicly available (including the existence or contents of any Transaction Document) except:

(a) to any person in connection with an exercise of rights or a dealing with rights or obligations under this document (including preparatory steps such as negotiating with any potential assignee of the Grantor’s rights or other person who is considering contracting with the Grantor or a Receiver in connection with this document); or

(b) to officers, employees, legal and other advisers and auditors of the Grantor, the Secured Party or a Receiver; or

(c) to any party to this document or any Related Entity of any party to this document, provided the recipient agrees to act consistently with this clause 17.5 (“Confidentiality”); or

(d) with the disclosing party’s consent (not to be unreasonably withheld); or

(e) any disclosure the disclosing party reasonably believes is required by any law or stock exchange (except that this paragraph does not permit the Secured Party to disclose any information under section 275(4) of the PPSA unless section 275(7) of the PPSA applies).

Each party consents to disclosures made in accordance with this clause 17.5 (“Confidentiality”).

EXECUTED as a deed

ࣩ King & Wood Mallesons 12164259_8 Southern Cross WEX 2015-1 Trust General Security Agreement iii

Signing page

DATED:            28 April  2015

SIGNED, SEALED AND DELIVERED by and as attorneys for PERPETUAL CORPORATE TRUST LIMITED under power of attorney dated 16 September 2014 in the presence of: /s/ Eugene Tee Signature of witness Eugene Tee Name of witness ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) /s/ Manish Sarat Manish Sarat Manager By executing this document the attorney states that the attorney has received no notice of revocation of the power of attorney /s/ Hagbarth Strom Hagbarth Strom Senior Transaction Manager By executing this document the attorney states that the attorney has received no notice of revocation of the power of attorney

SIGNED, SEALED AND DELIVERED by and as attorneys for P.T. LIMITED under power of attorney dated 16 September 2014 in the presence of: /s/ Eugene Tee Signature of witness Eugene Tee Name of witness ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) /s/ Manish Sarat Manish Sarat Manager By executing this document the attorney states that the attorney has received no notice of revocation of the power of attorney /s/ Hagbarth Strom Hagbarth Strom Senior Transaction Manager By executing this document the attorney states that the attorney has received no notice of revocation of the power of attorney

ࣩ King & Wood Mallesons 12164259_8 Error! No text of specified style in document. 31 July 2015 iv

EX-10.4

Southern Cross WEX 2015-1 Trust Class A Facility Deed

Dated      28 April 2015

Perpetual Corporate Trust Limited (ABN 99 000 341 533) in its capacity as trustee of the Southern Cross WEX 2015-1 Trust (“Trustee”)

The Bank of Tokyo-Mitsubishi UFJ, Ltd. (ABN 75 103 418 882) (“Manager”)

The Bank of Tokyo-Mitsubishi UFJ, Ltd., Sydney Branch (ABN 75 103 418 882) (“Class A Facility Provider”)

King & Wood Mallesons

Level 61

Governor Phillip Tower

1 Farrer Place

Sydney NSW 2000

Australia

T +61 2 9296 2000

F +61 2 9296 3999

DX 113 Sydney

www.kwm.com

Details1

Part 1 The Facility3

1The Facility and Commitment    3

1.1Class A Facility Provider to subscribe for each Class A Note    3

1.2Maximum accommodation    3

2Utilisation of the Facility    3

2.1Number of issues    3

2.2Requesting issue of Class A Notes    3

2.3Effect of a Drawdown Notice    3

2.4Conditions to all issues    3

2.5Benefit of conditions    4

2.6Use of proceeds    4

3Class A Notes    4

3.1Subscription and issue    4

3.2Trustee’s obligations    5

3.3Excluded issue    5

3.4Transfer of Class A Notes    5

Part 2 Interest, Fees and redemption6

4Interest    6

5Redemption and early redemption    6

5.1Final redemption    6

5.2Early redemption    6

5.3Break Costs    6

5.4Early redemption and the Commitment    6

Part 3 Standard terms7

6Payments    7

6.1Manner of payment    7

6.2Withholding Tax    7

6.3Gross-up    7

6.4Currency of payment    7

6.5Total Amount Owing    8

7Cancellation and Increases    8

7.1Cancellation    8

7.2Increase    8

8Extension of facility    8

8.1Extension    8

8.2Agreement to Extend    8

8.3Condition to extension    8

9Representations and warranties    9

9.1Representations and warranties    9

9.2Repetition of representations and warranties    10

9.3Reliance    10

9.4Representations and warranties    10

10Event of Default    11

11Undertakings    11

11.1Trustee’s specific undertakings    11

11.2Manager specific undertakings    11

12Increased costs    12

12.1Indemnification    12

12.2Possible minimisation    13

13Illegality or impossibility    13

13.1Class A Facility Provider’s right to suspend or cancel    13

13.2Extent and duration    14

13.3Notice requiring early redemption    14

13.4Class A Facility Provider to seek alternative funding method    14

14Acknowledgment of Trust Deed and General Security Agreement    14

14.1Trust Deed and General Security Agreement    14

14.2Bound    14

15Costs and indemnities    15

15.1What Trustee agrees to pay    15

15.2Indemnity    15

15.3Items included in loss, liability and Costs    16

15.4Payment of third party losses    16

15.5Currency conversion on judgment debt    16

16GST    17

16.1Consideration GST exclusive    17

16.2Payment of GST    17

16.3Reimbursements    17

16.4Interpretation    17

17Interest on overdue amounts    17

17.1Compounding    17

17.2Interest following judgment    18

18Obligations in relation to offer or sale of the Class A Notes    18

18.1No disclosure document    18

18.2Restrictions on offer and sales of Class A Notes    18

18.3Class A Facility Providers to observe laws    18

19Dealing with interests    18

19.1No dealing by Trustee    18

19.2Dealings by Class A Facility Provider    19

20Notices    19

20.1Form    19

20.2Delivery    19

20.3When effective    19

20.4Receipt – postal    19

20.5Receipt – fax    19

20.6Receipt – email    20

20.7Receipt – general    20

20.8Waiver of notice period    20

20.9Change of Details    20

20.10Exception to email    20

21General    20

21.1Prompt performance    20

21.2Consents    20

21.3Set-off    20

21.4Discretion in exercising rights    21

21.5Partial exercising of rights    21

21.6No liability for loss    21

21.7Conflict of interest    21

21.8Remedies cumulative    21

21.9Indemnities    21

21.10Rights and obligations are unaffected    21

21.11Inconsistent law    21

21.12Supervening legislation    21

21.13Variation and waiver    22

21.14Confidentiality    22

21.15Further steps    22

21.16Counterparts    22

21.17Governing law    22

21.18Serving documents    23

22Limitation of Liability    23

23Australian Financial Services Licence    23

24Interpretation    23

24.1Definitions    23

24.2Other definitions    26

24.3Interpretation    26

24.4Limitation    26

Schedule 1 - Drawdown Notice (clause 2)    28

Schedule 2 - Transfer of Class A Notes (clause 3.4)30

Signing page34

Details

Interpretation – definitions are at the end of the General terms

Parties	Trustee, Manager and Class A Facility Provider
Trustee	Name	Perpetual Corporate Trust Limited in its capacity as trustee of the Southern Cross WEX 2015-1 Trust
	ABN	99 000 341 533
	Address	Level 12, Angel Place 123 Pitt Street Sydney NSW 2000
	Telephone	61 2 9229 9000
	Email	SecuritisationOps@perpetual.com.au
	Attention	Manager, Transaction Manager, Capital Markets and Fiduciary Services
Manager	Name	The Bank of Tokyo-Mitsubishi UFJ, Ltd.
	ABN	75 103 418 882
	Address	Level 25, The Gateway 1 Macquarie Place Sydney NSW 2000
	Telephone	61 2 9296 1224
	Fax	61 2 9247 8322
	Attention	Manager
Class A Facility Provider	Name	The Bank of Tokyo-Mitsubishi UFJ, Ltd., Sydney Branch
	ABN	75 103 418 882
	Address	Level 25, The Gateway 1 Macquarie Place Sydney NSW 2000
	Telephone	61 2 9296 1224
	Fax	61 2 9247 8322
	Attention	Manager
Facility	Description	364 day revolving facility, subject to extension
	Commitment	A$125 million, as reduced by the total of all cancellations under this document and as increased in accordance with this document.

ࣩ King & Wood Mallesons 12164631_8 Southern Cross WEX 2015-1 Trust Class A Facility Deed 2

	Availability Period	The period from the date of this document to the date which is 364 days after the date of this document subject to any extensions under clause 8.1 (“Extensions”).
	Final Maturity Date	The last day of the Availability Period.
	Interest Rate	Bank Bill Rate plus the Margin.
	Margin	means the margin set out in the Receivables Acquisition and Servicing Agreement.
	Interest Periods (clause 4)	In respect of each Class A Note, the period from and including an Interest Payment Date to, but excluding, the following Interest Payment Date, provided that in respect of the first Interest Period for each Class A Note issued on a Business Day other than an Interest Payment Date, the Interest Period shall be the period from and including the first Drawdown Date of that Class A Note to, but excluding, the immediately following Interest Payment Date.
	Purpose	To fund: (a) the acquisition and continued holding of Receivables by the Trustee; and (b) the investment by the Trustee in Authorised Investments.
	Aggregate minimum issue amount	Minimum A$500,000.
	Early redemption (clause 5)	Full and partial redemptions are permitted under clause 5.2 (“Early redemption”).
Governing law	New South Wales
Date of deed	See Signing page

Part 1 The Facility

1 The Facility and Commitment

1.1 Class A Facility Provider to subscribe for each Class A Note

The Class A Facility Provider agrees to provide the financial accommodation as required under this document by subscribing for each Class A Note to be issued by the Trustee under the Transaction Documents and agreeing to fund increases in the Invested Amount of an existing Class A Note.

1.2 Maximum accommodation

The Class A Facility Provider agrees to ensure that the Class A Facility Principal Outstanding does not exceed the Commitment.

2 Utilisation of the Facility

2.1 Number of issues

The Trustee need not use the Facility. However, if the Facility is used, the Facility may only be used by the issue of one or more Class A Notes or by increasing the Invested Amount of an existing Class A Note.

2.2 Requesting issue of Class A Notes

If the Manager determines that the Class A Facility Provider will be required to fund a Drawdown in accordance with the Transaction Documents, the Class A Facility Provider will give a Drawdown Notice to the Manager and the Trustee not less than 2 Business Days’ prior to the proposed Drawdown Date.

2.3 Effect of a Drawdown Notice

A Drawdown Notice is effective when both the Manager and the Trustee actually receive it in legible form. An effective Drawdown Notice is irrevocable.

2.4 Conditions to all issues

The Class A Facility Provider need not fund a Drawdown unless:

(a) the Drawdown is to be made during the Availability Period; and

(b) the Utilised Commitment for the Facility after funding such Drawdown would not be greater than the Commitment; and

(c) the Manager has confirmed that the security interests created under the Transaction Documents remain perfected under the PPSA. For the avoidance of doubt, the Manager is entitled to rely on a legal opinion from its counsel for the purposes of making such confirmation; and

(d) the Manager has confirmed that the representations and warranties in clause 9 (“Representations and warranties”) and in the Drawdown Notice and the statements in the Drawdown Notice are correct and not misleading at the date of the Drawdown Notice and at the Drawdown Date; and

(e) the Manager has confirmed that no Amortisation Event, Potential Amortisation Event or Event of Default in respect of the Trust continues unremedied, or would result from the accommodation being provided;and

(f) the Class A Facility Provider has received all other documents and other information it reasonably requests; and

(g) immediately following the Drawdown, the Class A Note Proportion is not greater than the Maximum Class A Note Proportion; and

(h) the proposed Drawdown Date is a Payment Date.

2.5 Benefit of conditions

Each condition to subscription is for the sole benefit of the Class A Facility Provider and may be waived by the Class A Facility Provider.

2.6 Use of proceeds

The Trustee must apply the proceeds of each issue of Class A Notes in accordance with clause 3.3(a)(ii) (“Purchase Price”) or 3.4(c) (“Monthly rebalancing”) of the Receivables Acquisition and Servicing Agreement (as applicable).

3 Class A Notes

3.1 Subscription and issue

Subject to clause 2.4 (“Conditions to all issues”), each of the Class A Facility Provider, the Manager and the Trustee agree that on each Drawdown Date:

(a) the Class A Facility Provider will fund a Drawdown by providing the proposed amount specified in the relevant Drawdown Notice;

(b) the Manager will notify the Trustee of the initial Invested Amount of the Class A Notes to be issued or the increase in the Invested Amount of the Class A Notes (as applicable); and

(c) the Trustee will:

(i) in the case of the first Drawdown, issue to the Class A Facility Provider, one or more Class A Notes which has an initial Invested Amount equal to; and

(ii) in respect of any other Drawdown:

(A) unless paragraph (B) applies, increase the Invested Amount of an existing Class A Note issued to the Class A Facility Provider by an amount equal to; or

(B) if requested by the Class A Facility Provider in the Drawdown Notice, issue to the Class A Facility Provider one or more Class A Notes which have an initial Invested Amount equal to,

the proposed amount specified in the relevant Drawdown Notice.

Each Class A Note is issued on the conditions set out in the Supplementary Terms Notice and this document by the Trustee entering each Class A Note in the Class A Note Register.

3.2 Trustee’s obligations

On receipt of any payment from the Class A Facility Provider in accordance with a Drawdown Notice under this clause 3 (“Class A Notes”), the Trustee must issue the Class A Notes or make the increase in the Invested Amount of existing Class A Notes referred to in clause 3.1 (“Subscription and issue”) by entering the applicable details in the Class A Note Register.

3.3 Excluded issue

The Class A Facility Provider must ensure that the Class A Notes issued are only issued, or any increase to the Invested Amount of existing Class A Notes is made, in a manner which does not require disclosure to investors under Part 6D.2 of the Corporations Act or Chapter 7 of the Corporations Act and is otherwise in accordance with all applicable laws.

3.4 Transfer of Class A Notes

All transfers of a Class A Note are regulated by, and subject to the provisions in, Schedule 2 (“Transfer of Class A Notes”) of this document.

Part 2 Interest, Fees and redemption

4 Interest

The Trustee agrees to pay interest on each Class A Note for each of its Interest Periods at the Interest Rate. Interest:

(a) accrues daily for each Class A Note at the Interest Rate at the first day of the Interest Period on the Class A Facility Principal Outstanding for that Class A Note on the relevant day from (and including) the first day of an Interest Period to (but excluding) the last day of the Interest Period; and

(b) is payable in arrears on each Interest Payment Date; and

(c) is calculated on actual days elapsed and a year of 365 days.

5 Redemption and early redemption

5.1 Final redemption

Subject to clause 5.2 (“Early redemption”), the Trustee agrees to redeem each Class A Note issued by it on the Final Maturity Date.

5.2 Early redemption

The Trustee must apply all amounts available to it to repay the Invested Amount of the Class A Notes in accordance with the Transaction Documents.

5.3 Break Costs

If the Class A Notes are redeemed in whole or part on a date other than the Final Maturity Date, the Trustee agrees to pay to the Class A Facility Provider any applicable Break Costs in addition to any other amounts payable by it.

5.4 Early redemption and the Commitment

The Commitment is not reduced by the amount of any early redemption of any of the Class A Notes.

Part 3 Standard terms

6 Payments

6.1 Manner of payment

Despite any other provision of a Transaction Document in respect of the Trust, the Trustee agrees to make payments (including by way of reimbursement) under this document or any Class A Note:

(a) on the due date (or, if that is not a Business Day, as modified in accordance with the Modified Following Business Day Convention unless that day falls after the Final Maturity Date, in which case, on the previous Business Day);and

(b) not later than 2:00pm in the place for payment; and

(c) in Australian dollars in immediately available funds; and

(d) in full without set-off or counterclaim, and without any withholding or deduction in respect of Taxes unless such withholding or deduction is required by law.

6.2 Withholding Tax

If a law requires the Trustee to withhold or deduct an amount in respect of Taxes, or for or on account of FATCA, from a payment in respect of a Class A Note, the Trustee agrees to withhold or deduct the amount and pay that amount to the relevant Governmental Agency.

6.3 Gross-up

If the Trustee is required by law to make any withholding or deduction for or on account of Tax (excluding FATCA) or otherwise on any payment under the Class A Notes, it will pay to the Class A Facility Provider such additional amounts as are necessary to ensure that the Class A Facility Provider receives and retains (free and clear of any liability in relation to any such withholding or deduction) a net sum equal to what it would have received and retained had no such withholding or deduction been required. However, the Trustee is not required to pay such additional amounts in respect of an Excluded Tax.

Notwithstanding any other clause of this Class A Facility Deed, if the Trustee, or any other person through whom payments on the Class A Notes are made, is required to withhold or deduct amounts under or in connection with, or in order to ensure compliance with FATCA, the Trustee or that other person shall be permitted to make such withholding or deduction and the Class A Facility Provider will not be permitted to receive any gross up, additional amount or other amount for such withholding or deduction.

6.4 Currency of payment

The Trustee waives any right it has in any jurisdiction to pay an amount other than in the currency in which it is due. However, if the Class A Facility Provider receives an amount in a currency other than that in which it is due:

(a) it may convert the amount received into the due currency (even though it may be necessary to convert through a third currency to do so) on the day and at such rates (including spot rate, same day value rate or value tomorrow rate) as it reasonably considers appropriate. It may deduct its usual Costs in connection with the conversion; and

(b) the Trustee satisfies its obligation to pay in the due currency only to the extent of the amount of the due currency obtained from the conversion after deducting the Costs of the conversion.

6.5 Total Amount Owing

Subject to the provisions of any Transaction Document in respect of the Trust, the Trustee agrees to pay the Amount Owing on the Final Maturity Date under this document.

7 Cancellation and Increases

7.1 Cancellation

The Class A Facility Provider may cancel the Unutilised Commitment in whole or in part by notifying the Trustee on or before the second Business Day before the cancellation is to take effect. A partial cancellation must be at least A$500,000 and a whole multiple of A$50,000. Once given, the notice is irrevocable. The Commitment reduces by the amount of any cancellation.

7.2 Increase

The Class A Facility Provider may increase the Commitment by notice to the Trustee. The Commitment and the Unutilised Commitment are increased by such agreed amount.

8 Extension of facility

8.1 Extension

Subject to clause 8.3 (“Condition to extension”), on or prior to a Renewal Date, the Class A Facility Provider may consider whether it is prepared to extend the then Availability Period beyond the end of the last day of the current Availability Period. The Class A Facility Provider must inform the Trustee of its willingness to extend the then current Availability Period and of the new Renewal Date by no later than 4.00 p.m. (Sydney time) on the day 30 days prior to the Renewal Date (or such other period as requested by the Class A Facility Provider).

8.2 Agreement to Extend

If the Class A Facility Provider extends the Availability Period in accordance with clause 8.1 (“Extension”), then the term of the Facility is extended with effect only from the Renewal Date and the end of the Availability Period on that Renewal Date becomes the date which is 364 days after (but not including) that Renewal Date or such other period as may be agreed.

8.3 Condition to extension

The Class A Facility Provider may not extend the then Availability Period if the Class B Facility Provider has notified the Trustee that it does not wish to extend the then Availability Period (under and as defined in the Class B Facility Deed). For the avoidance of doubt, if the Availability Period of the Class B Facility is not extended in accordance with clause 8 (“Extension of Facility”) of the Class B Facility Deed, any communication made by the Class A Facility Provider in accordance with clause 8.1 (“Extension”) is deemed not to have been made.

9 Representations and warranties

9.1 Representations and warranties

Each of the Trustee (other than in respect of paragraphs (g), (h), (n) and (p)) and the Manager (other than in respect of paragraph (o) and (r)) represents and warrants (except in relation to matters disclosed to the Class A Facility Provider and accepted by the Class A Facility Provider in writing) that:

(c) (incorporation and existence) it has been incorporated as a company limited by shares in accordance with the laws of its place of incorporation, is validly existing under those laws and has power and authority to carry on its business as it is now being conducted; and

(d) (power) it has power to enter into the Transaction Documents in respect of the Trust to which it is a party and comply with its obligations under them; and

(e) (no contravention or exceeding power) the Transaction Documents in respect of the Trust and the transactions under them which involve it do not contravene its constituent documents (if any) or any law or obligation by which it is bound or to which any of its assets are subject, or cause a limitation on its powers or the powers of its directors to be exceeded; and

(f) (authorisations) it has in full force and effect the authorisations necessary for it to enter into the Transaction Documents in respect of the Trust to which it is a party, to comply with its obligations and exercise its rights under them and to allow them to be enforced; and

(g) (validity of obligations) its obligations under the Transaction Documents in respect of the Trust are valid and binding and are enforceable against it in accordance with their terms (subject to stamping, registration, general principles of equity, the PPSA and laws affecting creditors’ rights generally); and

(h) (benefit) it benefits by entering into the Transaction Documents in respect of the Trust to which it is a party; and

(i) (litigation) there is no pending or threatened proceeding affecting it or any of their assets before a court, authority, commission or arbitrator except those in which a decision against it (either alone or together with other decisions) would be insignificant; and

(j) (default under law - Material Adverse Event) it is not in breach of a law or obligation affecting any of them, the business carried on by them, or their assets in a way which is, or is likely to have, a material adverse effect on its business, assets or financial condition; and

(k) (no immunity) it has no immunity from the jurisdiction of a court or from legal process; and

(l) (Encumbrance) it has taken no action to create any Encumbrance (other than those created under or contemplated by the Transaction Documents); and

(m) (Event of Default) in the case of the Trustee, so far as the Trustee is aware, no Event of Default in respect of the Trust has occurred and is subsisting; and

(n) (representations true) each of its representations and warranties contained in any Transaction Document in respect of the Trust is true and correct when made or repeated or regarded as made or repeated; and

(o) (no Insolvency) either in its personal capacity or as trustee of the Trust, it is not Insolvent; and

(p) (Taxes) it has complied with all laws relating to Tax in all applicable jurisdictions and it has paid all Taxes due and payable by it other than Contested Taxes; and

(q) (vesting) the Trust has not been terminated and the Security Trust in respect of the Trust has not been terminated; and

(r) (removal) no steps have been taken to remove the Manager; and

(s) (subsisting breach) to its knowledge, there is no subsisting breach of its material obligations under this document or any Transaction Document in relation to the Trust; and

(t) (sole trustee) it is the sole trustee of the Trust.

9.2 Repetition of representations and warranties

The representations and warranties in this clause 9 (“Representations and warranties”) are taken to be also made (by reference to the then current circumstances) on the date each Drawdown Notice is given by the Class A Facility Provider to the Trustee and each Drawdown Date.

9.3 Reliance

Each of the Trustee and the Manager acknowledges that the Class A Facility Provider has entered into the Transaction Documents in reliance on the representations and warranties in this clause 9.

9.4 Representations and warranties

The Class A Facility Provider represents and warrants (except in relation to matters disclosed to the Manager and accepted by the Manager in writing) that:

(a) (incorporation and existence) it has been incorporated as a company limited by shares in accordance with the laws of its place of incorporation, is validly existing under those laws and has power and authority to carry on its business as it is now being conducted; and

(b) (power) it has power to enter into the Transaction Documents in respect of the Trust to which it is a party and comply with its obligations under them; and

(c) (no contravention or exceeding power) the Transaction Documents in respect of the Trust and the transactions under them which involve it do not contravene its constituent documents (if any) or any law or obligation by which it is bound or to which any of its assets are subject, or cause a limitation on its powers or the powers of its directors to be exceeded; and

(d) (authorisations) it has in full force and effect the authorisations necessary for it to enter into the Transaction Documents in respect of the Trust to which it is a party, to comply with its obligations and exercise its rights under them and to allow them to be enforced; and

(e) (validity of obligations) its obligations under the Transaction Documents in respect of the Trust are valid and binding and are enforceable against it in accordance with their terms (subject to general principles of equity and laws affecting creditors’ rights generally).

10 Event of Default

If an Event of Default occurs, then the Class A Facility Provider may declare at any time by notice to the Trustee, the Security Trustee and the Manager that:

(a) an amount equal to the Amount Owing is either:

(i) payable on demand; or

(ii) immediately due for payment;

(b) the Class A Facility Provider’s obligations specified in the notice are terminated.

The Class A Facility Provider may make either or both of these declarations. The making of either of them gives immediate effect to its provisions.

11 Undertakings

11.1 Trustee’s specific undertakings

Without limiting the obligations of the Trustee under the Transaction Documents in respect of the Trust, for such time that an amount is outstanding under this document, the Trustee undertakes to comply with, perform, observe and enforce all the obligations on its part contained in this document and the Transaction Documents which relate to the Trust.

11.2 Manager specific undertakings

The Manager undertakes to:

(f) (comply with obligations) comply with, perform, observe and enforce all the obligations on its part contained in this document and the Transaction Documents which relate to the Trust;

(g) (Event of Default etc) notify the Class A Facility Provider and the Trustee promptly of full details of an Amortisation Event, a Potential Event of Default or an Event of Default, each, where applicable, in respect of the Trust, of which it is aware or otherwise of an event of which it is aware with the giving of notice, lapse of time or fulfilment of any condition will become such an Event of Default or an Amortisation Event in respect of the Trust, and the steps taken by it to remedy any such event;

(h) (notify breach) promptly notify the Class A Facility Provider and the Trustee of a breach of, or a change in, the status of the representations and warranties set out in clause 9 (“Representations and warranties”);

(i) (reporting) provide to the Class A Facility Provider in a form and on the date agreed between the Manager and the Class A Facility Provider (such date to occur no more frequently than calendar monthly), such reports as may reasonably be required by the Class A Facility Provider from time to time in respect of the Trust;

(j) (amendments) without the consent of the Class A Facility Provider, not amend, vary or alter, or consent to any amendment, variation or alteration of any Transaction Document in respect of the Trust;

(k) (timely payment) manage the cash flow of the Trustee in respect of the Trust such that sufficient income will be available to the Trustee to make timely payment of interest due under this document and such that the Trustee will be able to meet its obligations to repay the Amount Owing on the Final Maturity Date;

(l) (certification) deliver a certificate to the Class A Facility Provider and the Trustee, from time to time stating that there is no subsisting Event of Default or specifying the details of any such Event of Default;

(m) (withhold consent) withhold its consent or approval to any matter or thing which under the Transaction Documents in relation to the Trust requires such consent or approval, or which is prohibited, without the prior written consent of the Class A Facility Provider and no such action will be effective in the absence of such consent;

(n) (obligations to act) where the Transaction Documents in relation to the Trust requires the Manager to act (including as to the exercise of any discretion or power, the making of any determination, the formation of any opinion or the granting of any consent) :

(i) request instructions or directions from Class A Facility Provider as to how it should act; and

(ii) act in accordance with any instructions or directions of the Class A Facility Provider and take all action necessary to comply with any such instructions or directions,

unless to do so would be unlawful, would cause any party to breach a term of a Transaction Document in respect of the Trust or would affect the Trustee’s right of indemnity out of the Trust Assets;

(o) (other borrowings) not, without the consent of the Class A Facility Provider direct the Trustee to have any other borrowings except as expressly contemplated by the Transaction Documents in relation to the Trust; and

(p) (Trust) perform its management duties in respect of the Trust in accordance with the Management Deed and the standards of a reasonably prudent manager of equivalent trusts in the market place.

12 Increased costs

12.1 Indemnification

The Trustee agrees to indemnify the Class A Facility Provider on demand for any cost incurred by or on behalf of the Class A Facility Provider if the Class A Facility Provider reasonably determines that:

(q) a Directive, or change in Directive, in either case applying for the first time after the date of this document; or

(r) a change in a Directive’s interpretation or administration by an authority after the date of this document; or

(s) compliance by the Class A Facility Provider with any such Directive, changed Directive or changed interpretation or administration,

directly or indirectly:

(t) increases the cost of the Facility to the Class A Facility Provider; or

(u) reduces any amount received or receivable by, or the effective return to, the Class A Facility Provider, in connection with the Facility; or

(v) reduces the return on capital allocated to the Facility, or the overall return on capital of the Class A Facility Provider.

In this clause 12.1, a reference to a Directive does not include a Directive imposing or changing the basis of a Tax on the overall net income of the Class A Facility Provider or any other entity.

Indemnification need not be in the form of a lump sum and may be demanded as a series of payments.

Any demand under this clause 12.1is to be made by the Class A Facility Provider.

If a Class A Facility Provider makes a demand under this clause 12.1, it agrees to provide the Trustee and the Manager with reasonably detailed calculations showing how the amount demanded has been ascertained. However, nothing in this clause obliges the Class A Facility Provider to provide details of its business or tax affairs which it considers in good faith to be confidential. In calculating such amounts the Class A Facility Provider may use averaging and attribution methods or any other methods it considers appropriate to determine the relevant amount provided such methods are reasonable in the circumstances.

12.2 Possible minimisation

The Trustee agrees to compensate the Class A Facility Provider whether or not the increase or reduction could have been avoided. However, if the Trustee or the Manager asks, the Class A Facility Provider agrees to consider ways of minimising any increase or reduction.

13 Illegality or impossibility

13.1 Class A Facility Provider’s right to suspend or cancel

This clause 13 applies if the Class A Facility Provider determines that any event occurs, including without limitation:

(a) a change in a Directive; or

(b) a change in the interpretation or administration of a Directive by an authority; or

(c) a Directive,

applying for the first time after the date of this document, which makes it (or will make it) illegal or impossible in practice for the Class A Facility Provider to fund, provide, or continue to fund or provide, financial accommodation under this document. In these circumstances, the Class A Facility Provider by giving a notice to the Trustee and Manager, may suspend or cancel some or all of its obligations under this document as indicated in the notice.

13.2 Extent and duration

The suspension or cancellation:

(a) must apply only to the extent necessary to avoid the illegality or impossibility; and

(b) in the case of suspension, may continue only for so long as the illegality or impossibility continues.

13.3 Notice requiring early redemption

If the illegality or impossibility relates to the funding of the Class A Notes, the Class A Facility Provider by giving a notice to the Trustee and the Manager, may require early redemption of all or part of the Class A Notes and interest accrued on such Class A Notes. The Trustee agrees to repay the amount specified on the first Interest Payment Date which is on or after 20 Business Days after receiving the notice (or, if earlier, on the date the illegality or impossibility arises).

13.4 Class A Facility Provider to seek alternative funding method

If a notice is given pursuant to clause 13.3 (“Notice requiring early redemption”),then the Class A Facility Provider agrees to use reasonable endeavours for a period of 20 Business Days to make the relevant financial accommodation available by some alternative means (including changing its lending office to another then existing lending office or making the financial accommodation available through a Related Entity of the Class A Facility Provider).

14 Acknowledgment of Trust Deed and General Security Agreement

14.1 Trust Deed and General Security Agreement

The parties acknowledge and agree that the Trustee and the Manager in exercising their powers and discretions under this document, and in performing their obligations under this document, must act in accordance with their duties and obligations under the Master Trust Deed, the Supplementary Terms Notice in respect of the Trust and the General Security Agreement in respect of the Trust and may exercise such powers and discretions as provided in the Master Trust Deed, the Supplementary Terms Notice in respect of the Trust and the General Security Agreement in respect of the Trust and (without limitation) in forming any opinion may obtain and act upon the advice of persons who are not parties to this document in accordance with (in the case of the Trustee) clause 16 (“Delegation and reliance on advice”) of the Master Trust Deed and (in the case of the Manager) clause 4 (“Delegation and reliance on advice”) of the Management Deed.

14.2 Bound

The parties acknowledge that they are bound by the terms of the Master Trust Deed, the Supplementary Terms Notice in respect of the Trust, the Security Trust Deed and the General Security Agreement in respect of the Trust.

15 Costs and indemnities

15.1 What Trustee agrees to pay

The Trustee agrees to pay or reimburse:

(a) the reasonable Costs of the Class A Facility Provider in connection with:

(i) the negotiation, preparation, execution and registration of and payment of Taxes on, any Transaction Document in respect of the Trust; and

(ii) it being satisfied that conditions to issue and funding each Drawdown have been met; and

(iii) giving and considering consents, waivers, variations, discharges and releases and producing title documents; and

(b) the Costs of the Class A Facility Provider in otherwise acting in connection with the Transaction Documents in respect of the Trust, such as exercising, enforcing or preserving rights (or considering doing so) including any Costs incurred in the evaluation of any matter of material concern to the Class A Facility Provider, or doing anything in connection with any enquiry by an authority involving the Trustee, the Manager or the Class A Facility Provider (in the case of the Class A Facility Provider, where such enquiry is connected with the transactions contemplated by this document or the Transaction Documents in relation to the Trust); and

(c) Taxes and fees (including registration fees) and fines and penalties in respect of fees paid, or that the Class A Facility Provider reasonably believes are payable, in connection with any Transaction Document in respect of the Trust or a payment or receipt or any other transaction contemplated by any Transaction Document in respect of the Trust. However, the Trustee need not pay a fine or penalty in connection with Taxes or fees to the extent that it has placed the Class A Facility Provider in sufficient cleared funds for the Class A Facility Provider to be able to pay the Taxes or fees by the due date.

The Trustee (and in respect of (b), the Manager) agrees to pay amounts due under this clause on demand from the Class A Facility Provider.

15.2 Indemnity

The Trustee indemnifies the Class A Facility Provider against any liability or loss arising from, and any Costs incurred in connection with:

(a) financial accommodation requested under a Transaction Document in respect of the Trust not being provided in accordance with the request for any reason except default of the Class A Facility Provider; or

(b) the Class A Facility Provider acting in connection with a Transaction Document in respect of the Trust in good faith on faxes purporting to originate from the offices of the Trustee or to be given by an Authorised Officer of the Trustee; or

(c) an Amortisation Event or an Event of Default in respect of the Trust; or

(d) the Class A Facility Provider exercising or attempting to exercise a right or remedy in connection with a Transaction Document in respect of the Trust after an Amortisation Event or an Event of Default in respect of the Trust; or

(e) the Trustee or the Manager breaching any of its obligations to any person under any Transaction Document or making any incorrect representation or warranty to any person under a Transaction Document in relation to the Trust; or

(f) the Class A Facility Provider receiving payments of principal or interest on a day other than an Interest Payment Date for any reason.

The Trustee agrees to pay amounts due under this indemnity on demand from the Class A Facility Provider.

15.3 Items included in loss, liability and Costs

The Trustee agrees that:

(a) the Costs referred to in clause 15.1 (“What Trustee agrees to pay”), and the liability, loss or Costs referred to in clause 15.2 (“Indemnity”), include legal Costs in accordance with any written agreement as to legal costs (whether or not the Trustee is a party to that agreement) or, if no agreement, on whichever is the higher of a full indemnity basis or solicitor and own client basis and rating agency fees; and

(b) the Costs referred to in clause 15.1(a) and 15.1(b) (“What Trustee agrees to pay”) include those paid, or that the Class A Facility Provider reasonably believes are payable, to persons engaged by the Class A Facility Provider in connection with the Transaction Documents in respect of the Trust (such as consultants); and

(c) loss or liability and any Costs in any indemnity under the Transaction Documents in respect of the Trust may include Break Costs. If the Class A Facility Provider makes a demand for Break Costs under this document, it agrees to provide the Trustee and the Manager with reasonably detailed calculations showing how the amount demanded has been ascertained.

15.4 Payment of third party losses

The Trustee agrees to pay an amount equal to any liability or loss and any Costs of the kind referred to in clause 15.2 (“Indemnity”) suffered or incurred by:

(a) any attorney appointed by the Trustee under this document; or

(b) any employee, officer, agent or contractor of the Class A Facility Provider.

15.5 Currency conversion on judgment debt

If a judgment, order or proof of debt for an amount in connection with a Transaction Document in respect of the Trust is expressed in a currency other than that in which the amount is due under the Transaction Document in respect of the Trust, then the Trustee indemnifies the Class A Facility Provider against:

(a) any difference arising from converting the other currency if the rate of exchange used by the Class A Facility Provider under clause 6.4 (“Currency of payment”) for converting currency when it receives a payment in the other currency is less favourable to the Class A Facility Provider than the rate of exchange used for the purpose of the judgment, order or acceptance of proof of debt; and

(b) the Costs of conversion.

The Trustee agrees to pay amounts due under this indemnity on demand from the Class A Facility Provider.

16 GST

16.1 Consideration GST exclusive

Unless expressly stated otherwise in this document, all amounts payable or consideration to be provided under this document are exclusive of GST.

16.2 Payment of GST

If GST is payable on any supply made under this document, for which the consideration is not expressly stated to include GST, the recipient agrees to pay to the supplier an additional amount equal to the GST at the same time that the consideration for the supply is to be provided. However:

(d) the recipient need not pay the additional amount until the supplier gives the recipient a tax invoice or an adjustment note; and

(e) if an adjustment event arises in respect of the supply, the additional amount will be adjusted to reflect the adjustment event and the recipient or the supplier (as the case may be) must make any payments necessary to reflect the adjustment.

16.3 Reimbursements

If a party is required under this document to indemnify another party or pay or reimburse costs of another party, that party agrees to pay:

(c) the relevant amount less any input tax credits to which the other party (or to which the representative member for a GST group of which the other party is a member) is entitled; and

(d) if the indemnity or payment or reimbursement is subject to GST, an amount equal to that GST, in accordance with clause 16.2 (“Payment of GST”).

16.4 Interpretation

All expressions used in this clause 16 (“GST”) which are defined in the GST Law have the meanings given to them in the GST Law. GST Law has the same meaning it has in the GST Act.

17 Interest on overdue amounts

17.1 Compounding

Any interest in connection with this document in relation to the Class A Notes which is not paid when due for payment may be added to the overdue amount by the Class A Facility Provider at intervals which the Class A Facility Provider determines from time to time or, if no determination is made, every 30 days. Interest is payable on any amount which is overdue for payment (including any amounts of interest added to the overdue amount in accordance with the previous clause) at a rate equal to the Interest Rate plus 2% per annum in the manner set out in clause 4 (“Interest”).

17.2 Interest following judgment

If a liability becomes merged in a judgment, the Trustee agrees to pay interest on the amount of that liability as an independent obligation. This interest:

(e) accrues daily from (and including) the date the liability becomes due for payment both before and after the judgment up to (but excluding) the date the liability is paid; and

(f) is calculated at the judgment rate or the Interest Rate (whichever is higher).

The Trustee agrees to pay interest under this clause on demand from the Class A Facility Provider.

18 Obligations in relation to offer or sale of the Class A Notes

18.1 No disclosure document

The Class A Facility Provider acknowledges that no disclosure document in relation to any Class A Note has been lodged with the Australian Securities and Investments Commission.

18.2 Restrictions on offer and sales of Class A Notes

The Class A Facility Provider agrees that it will not:

(c) directly or indirectly offer, sell or transfer any Class A Note or distribute any disclosure document, prospectus, circular, advertisement or other offering material relating to any Class A Note in any jurisdiction except under circumstances that will result in compliance with the laws of that jurisdiction; or

(d) make any offer or invitation for the sale or transfer of any Class A Note in Australia unless such offer or invitation does not require disclosure to investors under Part 6D.2 or Chapter 7 of the Corporations Act; or

(e) circulate or issue a disclosure document, prospectus or other offering material relating to any Class A Note in Australia which requires lodging under Chapter 6D or Chapter 7 of the Corporations Act.

18.3 Class A Facility Providers to observe laws

The Class A Facility Provider agrees to comply with laws in any jurisdiction in which it may subscribe for, offer, sell or transfer any Class A Note. Neither the Trustee nor the Manager has any responsibility for obtaining any authorisations the Class A Facility Provider requires in connection with the subscription, offer, sale or transfer of any Class A Note.

19 Dealing with interests

19.1 No dealing by Trustee

The Trustee may not assign or otherwise deal with its rights under any Transaction Document in respect of the Trust or allow any interest in them to arise or be varied, in each case, without the Class A Facility Provider’s consent other than as expressly contemplated by the Transaction Documents in respect of the Trust.

19.2 Dealings by Class A Facility Provider

Subject to clause 3.4 (“Transfer of Class A Notes”), the Class A Facility Provider may deal with its rights under the Transaction Documents in respect of the Trust (including by assignment or participation) without the consent of any other person.

20 Notices

20.1 Form

Unless expressly stated otherwise in the Transaction Documents in respect of the Trust, all notices, certificates, consents, approvals, waivers and other communications in connection with this document in respect of the Trust must be in writing, signed by an Authorised Officer of the sender and marked for attention as set out or referred to in the Details or, if the recipient has notified otherwise, marked for attention in the way last notified.

20.2 Delivery

They must be:

(a) left at the address set out or referred to in the Details; or

(b) sent by prepaid post (airmail, if appropriate) to the address set out or referred to in the Details; or

(c) sent by fax to the fax number set out or referred to in the Details; or

(d) sent by email to the email address set out or referred to in the Details.

However, if the intended recipient has notified a changed postal or email address or changed fax number, then the communication must be to that address or number.

20.3 When effective

They take effect from the time they are received unless a later time is specified in them.

20.4 Receipt – postal

If sent by post, they are taken to be received three Business Days after posting (or seven Business Days after posting if sent to or from a place outside Australia).

20.5 Receipt – fax

If sent by fax, they are taken to be received at the time shown in the transmission report as the time that the whole fax was sent, provided they are received in legible form.

20.6 Receipt – email

If sent by email, they are taken to be received at the time shown in the email as the time that the email was received, provided they are received in a readable form.

20.7 Receipt – general

Despite clauses 20.4 (“Receipt – postal”), 20.5 (“Receipt – fax”) and 20.6 (“Receipt – email”), if they are received after 5:00pm in the place of receipt or on a non-Business Day, they are taken to be received at 9:00am on the next Business Day.

20.8 Waiver of notice period

The Class A Facility Provider may waive a period of notice required to be given by the Trustee or Manager under this document.

20.9 Change of Details

Each of the parties agree to give to every other party to this document, at least 5 Business Days’ notice of a change to their Details.

20.10 Exception to email

Unless the body of an email and/or an attachment to an email (as applicable) is signed by an Authorised Officer, no notice, certificate, consent, approval, waiver or other communication in connection with this document in respect of the Trust will be effective if it is sent to or received by the Manager or the Class A Facility Provider in the form of an email.

21 General

21.1 Prompt performance

(e) If a Transaction Document in respect of the Trust specifies when the Trustee or Manager agrees to perform an obligation, the Trustee and Manager agree to perform it by the time specified; and

(f) The Trustee and Manager agree to perform all other obligations promptly.

21.2 Consents

The Trustee and Manager acknowledge that any consent the Class A Facility Provider gives to them in connection with a Transaction Document in respect of the Trust may be subject to conditions.

21.3 Set-off

No party (“First Party”) may set off any amount due for payment by the First Party to another party to this document (“Second Party”), against any amount due for payment by the Second Party to the First Party under the Transaction Documents in respect of the Trust at any time.

21.4 Discretion in exercising rights

The Class A Facility Provider may exercise a right or remedy or give or refuse its consent under a Transaction Document in respect of the Trust in any way it considers appropriate (including by imposing conditions).

21.5 Partial exercising of rights

If the Class A Facility Provider does not exercise a right or remedy under a Transaction Document in respect of the Trust fully or at a given time, the Class A Facility Provider may still exercise it later.

21.6 No liability for loss

The Class A Facility Provider is not liable for loss caused by the exercise or attempted exercise of, failure to exercise, or delay in exercising, a right or remedy under a Transaction Document in respect of the Trust.

21.7 Conflict of interest

Each of the Class A Facility Provider’s rights and remedies under any Transaction Document in respect of the Trust may be exercised even if this involves a conflict of duty or the Class A Facility Provider has a personal interest in their exercise.

21.8 Remedies cumulative

The rights and remedies of the Class A Facility Provider under any Transaction Document in respect of the Trust are in addition to other rights and remedies given by law independently of the Transaction Document in respect of the Trust.

21.9 Indemnities

Any indemnity in a Transaction Document is a continuing obligation, independent of the Trustee’s other obligations under that Transaction Document in respect of the Trust and continues after the Transaction Document in respect of the Trust ends. It is not necessary for the Class A Facility Provider to incur expense or make payment before enforcing a right of indemnity under a Transaction Document in respect of the Trust.

21.10 Rights and obligations are unaffected

Rights given to the Class A Facility Provider under a Transaction Document in respect of the Trust and the Trustee’s and Manager’s liabilities under it are not affected by anything which might otherwise affect them at law.

21.11 Inconsistent law

To the extent permitted by law, each Transaction Document in respect of the Trust prevails to the extent it is inconsistent with any law.

21.12 Supervening legislation

Any present or future legislation which operates to vary the obligations of the Trustee or the Manager in connection with a Transaction Document in respect of the Trust with the result that the Class A Facility Provider’s rights, powers or remedies are adversely affected (including by way of delay or postponement) is excluded except to the extent that its exclusion is prohibited or rendered ineffective by law.

21.13 Variation and waiver

A provision of a Transaction Document in respect of the Trust, or right created under it, may not be waived or varied except in writing signed by the party or parties to be bound.

21.14 Confidentiality

Each party agrees not to disclose information provided by any other party that is not publicly available (including the existence of or contents of any Transaction Document in respect of the Trust) except:

(a) to any person in connection with an exercise of rights or a dealing with rights or obligations under a Transaction Document in respect of the Trust; or

(b) to officers, employees, legal and other advisers and auditors of the Class A Facility Provider in respect of the Trust; or

(c) to any party to this document or any Related Entity of any party to this document, provided the recipient agrees to act consistently with this clause 21.14; or

(d) with the consent of the party who provided the information (such consent not to be unreasonably withheld); or

(e) to any rating agency of any Trust; or

(f) any disclosure the disclosing party reasonably believes is required by any law or stock exchange (except that this paragraph does not permit a party to disclose any information under section 275(4) of the PPSA unless section 275(7) of the PPSA applies).

Each party consents to disclosures made in accordance with this clause 21.14.

21.15 Further steps

The Trustee and Manager agree to do anything the Class A Facility Provider reasonably asks (such as obtaining consents, signing and producing documents and getting documents completed and signed):

(a) to bind the Trustee and Manager and any other person intended to be bound under the Transaction Documents in respect of the Trust; or

(b) to show whether the Trustee and Manager are complying with this document.

21.16 Counterparts

This document may consist of a number of copies, each signed by one or more parties to the agreement. If so, the signed copies are treated as making up the one document.

21.17 Governing law

This document is governed by the law in force in the place specified in the Details and each party submits to the non-exclusive jurisdiction of the courts of that place.

21.18 Serving documents

Without preventing any other method of service, any document in a court action may be served on a party by being delivered to or left at that party’s address for service of notices under clause 20 (“Notices”).

22 Limitation of Liability

Clause 17 (“Indemnity and limitation of liability”) of the Master Trust Deed is incorporated into this document as if it was set out in full in this document with any necessary amendments to clause references and references to applicable documents.

23 Australian Financial Services Licence

As at the date of this document, Perpetual Trustee Company Limited (ABN 42 000 001 007) has obtained an Australian Financial Services Licence under Part 7.6 of the Corporations Act (Australian Financial Services Licence Number 236643). As at the date of this document, Perpetual Trustee Company Limited (ABN 42 000 001 007) has appointed Perpetual Corporate Trust Limited (ABN 99 000 341 533) to act as its authorised representative under that licence (Authorised Representative Number 266799).

24 Interpretation

24.1 Definitions

These meanings apply unless the contrary intention appears:

Advance means the initial Invested Amount of a Class A Note subscribed for by the Class A Facility Provider or the increase in the Invested Amount of an existing Class A Note in accordance with a Drawdown Notice.

Amount Owing means, at any time for the Class A Facility Provider, the total of all amounts which are then due for payment, or which will or may become due for payment, in connection with this document and the Class A Notes (including transactions in connection with them) to the Class A Facility Provider.

Availability Period has the meaning given to such term in the Details.

Bank Bill Rate means, for an Interest Period, the average bid rate for Bills having a tenor closest to the Interest Period as displayed on the “BBSW” page of the Reuters Monitor System on the first day of that Interest Period.

However, if the average bid rate for that tenor:

(a) is not displayed by 10:30 am on that day; or

(b) is displayed but the Manager determines that there is an obvious error in that rate; or

(c) is otherwise not available,

then Bank Bill Rate means the rate determined by the Manager in good faith at approximately 10:30 am on that day, having regard, to the extent possible, to the rates otherwise bid for Bills of that tenor at or around that time (including any displayed on the “BBSY” page of the Reuters Monitor System).

Bill has the meaning it has in the Bills of Exchange Act 1909 (Cwlth) and a reference to the acceptance of a Bill is to be interpreted in accordance with that Act.

Break Costs means an amount, reasonably determined by the Class A Facility Provider and notified to the Manager prior to any applicable prepayment, equal to any loss, cost or liability incurred by the Class A Facility Provider because of the termination of arrangements it has made with others to fund (or to maintain its funding of) financial accommodation under the Transaction Documents or the loss of interest which the Class A Facility Provider may suffer by reinvesting the proceeds of any prepayment until the following Interest Payment Date.

Class A Facility Principal Outstanding means, at any time, the aggregate outstanding principal amount of all Advances at that time.

Class A Facility Provider means the person so described in the Details.

Class A Note means each note issued in accordance with this document and the Supplementary Terms Notice:

(a) issued for a subscription price of 100% of its principal amount under this document and the Supplementary Terms Notice, and

(b) designated as a Class A Note in the Supplementary Terms Notice.

Class A Note Proportion has the meaning given to that term in the Receivables Acquisition and Servicing Agreement.

Class A Note Register means the Note Register established and maintained by the Trustee in respect of the Class A Notes in accordance with the Master Trust Deed.

Class B Facility Deed means the deed entitled “Southern Cross WEX 2015-1 Trust Class B Facility Deed” dated on or about the date of this document between the Trustee, the Manager and WEX Australia Pty Ltd.

Class B Facility Principal Outstanding has the meaning given to that term under the Class B Facility Deed.

Code means the United States of America Internal Revenue Code of 1986.

Commitment means the amount set out as such in the Details as reduced by the total of all cancellations and increased by all increases in accordance with this document.

Contested Tax means a Tax payable by the Trustee in respect of the Trust constituted pursuant to this document where the Trustee:

(a) in good faith, and in accordance with proper procedures, is contesting its liability to pay that Tax; and

(b) is not required by applicable law to pay that Tax prior to contesting its liability to pay that Tax; and

(c) has satisfied the Class A Facility Provider that it has set aside sufficient reserves of liquid assets in respect of the Trust to pay that Tax and any fine, penalty or interest payable if the contest is unsuccessful.

Costs includes costs, charges and expenses, including those incurred in connection with advisers.

Details means the section of this document headed “Details”.

Directive means:

(a) a law; or

(b) a treaty, an official directive, request, guideline or policy (whether or not having the force of law) of any governmental agency.

Drawdown means, in respect of a Class A Note, each financial accommodation provided by:

(a) the issuance of that Class A Note to the Class A Facility Provider; and

(b) by increasing the Invested Amount of that Class A Note.

Drawdown Date means the date on which a Drawdown is or is to be made.

Drawdown Notice means a completed notice containing the information and representations and warranties set out in Schedule 1 (“Drawdown Notice(clause 2)”).

Excluded Tax means:

(a) any Tax required to be withheld or deducted as a result of the Class A Facility Provider not subscribing for or holding the Notes in carrying on a business at or through a permanent establishment in Australia;

(b) any Tax required to be withheld or deducted as a result of the Class A Facility Provider not supplying the Trustee with an appropriate Australian tax file number, (if applicable) Australian business number or proof of an exemption from a requirement to provide such details; and

(c) any Taxes required to be withheld or deducted pursuant to a notice or direction issued by the Commissioner of Taxation under section 255 of the Tax Act or section 260-5 of Schedule 1 to the Taxation Administration Act 1953 of the Commonwealth of Australia or any similar law.

Facility means the facility offered under this document.

FATCA means sections 1471 through to 1474 of the Code or any consolidation, amendment, re-enactment or replacement of those provisions and including any regulations or official interpretations issued, agreements (including, without limitation, intergovernmental agreements) entered into or non-United States laws enacted with respect thereto.

Final Maturity Date means the final maturity date set out in the Details, but if that is not a Business Day, then the preceding Business Day as extended by agreement in writing by the parties to this document.

General Security Agreement means the document entitled “Southern Cross WEX 2015-1 Trust General Security Agreement” entered into between the Trustee and the Security Trustee dated on or about the date of this document.

Governmental Agency has the meaning given to that term in the Receivables Acquisition and Servicing Agreement.

Interest Payment Date means each Payment Date.

Interest Period has the meaning given to that term in the Details.

Interest Rate has the meaning given to that term in the Details.

Manager means the person so described in the Details.

Margin has the meaning given to that term in the Details.

Maximum Class A Note Proportion has the meaning given to that term in the Receivables Acquisition and Servicing Agreement.

Renewal Date means, on any day, the last day of the then current Availability Period.

Security Trust Deed means the deed entitled “Southern Cross Trust Security Trust Deed” between the Trustee, the Manager and the Security Trustee, dated 14 September 2006.

Supplementary Terms Notice means the deed entitled “Supplementary Terms Notice - Southern Cross WEX 2015-1 Trust” between, amongst others, the Trustee, WEX Australia Pty Ltd, the Manager and the Security Trustee, dated on or about the date of this document.

Taxes means taxes, levies, imposts, charges and duties (including withholding tax, approved issuer levy, stamp and transaction duties) together with any related interest, penalties, fines and expenses payable in connection with them, except if imposed on or calculated having regard to, the net income of the Class A Facility Provider.

Trust means the Southern Cross WEX 2015-1 Trust.

Trustee means the person so described in the Details.

Unutilised Commitment means, at any time, the Commitment at that time less the Class A Facility Principal Outstanding at that time.

UtilisedCommitment means, at any time, the Class A Facility Principal Outstanding at that time.

24.2 Other definitions

Unless otherwise defined in this document, words and phrases defined in Security Trust Deed or the Supplementary Terms Notice have the same meaning in this document, with references to “this document” being construed as references to this document. In the event of an inconsistency between a definition in the Security Trust Deed or the Supplementary Terms Notice and this document, the definition in this document prevails. In the event of any inconsistency between a definition in the Supplementary Terms Notice and a definition in the Security Trust Deed, the definition in the Supplementary Terms Notice will prevail.

24.3 Interpretation

Clauses 25.2 (“References to certain general terms”) to 25.4 (“Headings”) (inclusive) of the Security Trust Deed are deemed to be incorporated in this document as if set out in full in it.

24.4 Limitation

The rights and obligations of the parties under this document relate only to the Trust. The Class A Facility Provider has no obligation under this document to provide financial accommodation to the Trust in respect of any other Trust established under the Master Trust Deed.

EXECUTED as a deed

Schedule 1 - Drawdown Notice (clause 2)

To: Perpetual Corporate Trust Limited as trustee of the Southern Cross WEX 2015-1 Trust

Level 12

123 Pitt Street

Sydney NSW 2000

(“Trustee”)

And: The Bank of Tokyo-Mitsubishi UFJ, Ltd.

Level 25

The Gateway

1 Macquarie Place

Sydney NSW 2000

(“Manager”)

[Date]

Dear Sirs

Drawdown Notice - Southern Cross WEX 2015-1 Trust Class A Facility Deed between the Trustee, The Bank of Tokyo-Mitsubishi UFJ, Ltd. (“Manager” and “Class A Facility Provider”) dated [                  ] (“Class A Facility Deed”)

Under clause 2.2 (“Requesting issue of Class A Notes”) of the Class A Facility Deed, the Class A Facility Provider gives notice as follows.¹  

Issue under Facility

The Class A Facility Provider wants to provide a Drawdown in accordance with clause [3.1(b)(i) / 3.1(b)(ii)(A) / 3.1(b)(ii)(B)] (“Subscription and issue”) under the Facility.

• The proposed Drawdown Date is [ ]².

• The aggregate amount of the proposed Drawdown is A$[      ]³.

• The proceeds of the Drawdown is to be paid to:

Account number: [                        ]

Account name: [                        ]

Bank: [                        ]

Branch: [                        ]

BSB: [                        ]

The Class A Facility Provider confirms to the Trustee and the Manager that the conditions precedent contained in the Class A Facility Deed are to its satisfaction.

Clause 24 (“Interpretation”) of the Class A Facility Deed applies to this notice as if it was fully set out in this notice as if any references to “this document” were references to “this notice”.

........................................

[Name of person] being

an Authorised Officer of

Class A Facility Provider

Instructions for completion

1 All items must be completed for the relevant Facility.

2 Must be the relevant Payment Date, which must be a Business Day within the Availability Period.

3 Must be at least A$[ ].

Schedule 2 - Transfer of Class A Notes (clause 3.4)

1 Form of transfer

All transfers of a Class A Note must be in writing in the form of the transfer as agreed between the Trustee (at the direction of the Manager) and the Class A Facility Provider (“Transfer Form”).

2 Execution of transfer

Every Transfer Form must be duly completed, duly stamped (if applicable), executed by the transferor and the transferee and delivered to the Trustee. The transferor is deemed to remain the Noteholder for all purposes until the name of the transferee is entered into the Class A Note Register.

3 Restrictions on transfer

A Noteholder is only entitled to transfer a Class A Note if:

(a) the amount payable by the proposed transferee in relation to the relevant Class A Note is A$500,000 or more or if the offer or invitation to the offer or invitation to the proposed transferee by the Noteholder in relation to the Class A Note does not require disclosure to investors in accordance with Part 6D.2 or Chapter 7 of the Corporations Act;

(b) the offer or invitation is not made to a person who is a “retail client” within the meaning of section 761G of the Corporations Act;

(c) the offer or invitation giving rise to the transfer does not constitute an offer or invitation to the public for the purposes of Section 82 of the Corporations Act;

(d) the transfer would not cause the Trustee to withhold any amounts of tax in respect of interest payments under the relevant Class A Notes; and

(e) the transfer would not otherwise breach any restriction on transfer of the Class A Note contained in the Security Trust Deed, any Transaction Document or any applicable law.

4 Trustee may refuse to register

The Trustee may refuse to register any Transfer Form:

(a) if it is not duly completed, executed and stamped (if necessary); or

(b) if it contravenes or fails to comply with the terms of this document; or

(c) if the transfer would result in a contravention of or failure to observe the provisions of a law of a state or territory of the Commonwealth of Australia, or of the Commonwealth of Australia.

The Trustee is not bound to give any reason for refusing to register any Transfer Form and its decision is final, conclusive and binding. If the Trustee refuses to register a Transfer Form, it must, as soon as practicable following that refusal, send to the relevant Noteholder and to the party seeking to take the transfer of the Class A Note notice of that refusal. The Trustee has no obligation to enquire whether a transfer of a Class A Note complies with the restrictions in this document.

5 Registration of transferee

Subject to the terms of this schedule, the Trustee must upon receipt of a Transfer Form register the transferee in the Register. No fee is to be charged for the registration of any Transfer Form.

6 No transfer if Class A Note Register closed

The Trustee may refuse to register any Transfer Form for such period as the Class A Note Register is closed for any reason or any purpose.

7 Rights and obligations of transferee

The Class A Notes are negotiable. A transferee of a Class A Note pursuant to this document has the following rights and obligations from the time of registration:

(a) all those rights which the transferor previously had; and

(b) all those obligations of the Noteholder as provided by this document as if the transferee was originally a party to it.

8 When transfer effective

Subject to refusal by the Trustee to register a transfer of a Class A Note under this clause, and subject to condition 9 (“Transfer Form received when Register closed”), a Transfer Form is deemed for the purposes of this document to take effect and be registered from the beginning of the Business Day on which the Transfer Form was received by the Trustee, except that if a Transfer Form is received by the Trustee after 3:30 pm in Sydney, the Transfer Form is deemed not to be effective until the next Business Day (when the Class A Note Register is open) following its receipt by the Trustee.

9 Transfer Form received when Register closed

If a Transfer Form is received by the Trustee during any period when the Class A Note Register is closed under this document, or on any day which is not a Business Day, the Transfer Form is deemed to be effective and registered (subject to refusal by the Trustee to register a transfer) from the beginning of the first Business Day on which the Class A Note Register is re-opened.

10 Payments to transferee

Subject to this document, upon entry of a transferee in the Class A Note Register, the transferee is ipso facto entitled to receive any payments then due or which become due to the Noteholder and the Trustee is discharged for any such payment made to the transferee and, without limiting the foregoing, whether or not the entitlement to payment wholly or partly arose or accrued prior to the transfer, except that where a transfer is received after the closure of the Class A Note Register as referred to in this document for the purpose of determining entitlements to interest or principal, but prior to the date upon which that interest or principal is due to be paid in respect of a Class A Note, then that interest and principal must be paid to the transferor and not the transferee.

11 Marked transfers

The Trustee must, unless the parties otherwise agree, provide marking services in the manner set out in this clause at the Trustee’s offices or the offices of a third party appointed pursuant to this document in Sydney. If the Trustee or a third party is requested by a Noteholder to mark a Transfer Form, the Trustee or the third party must so mark the Transfer Form. Until a period of 90 days (or such other period as determined by the Trustee and the Trustee) has elapsed from the date any Transfer Form is so marked, the Trustee or any third party must not register any Transfer Form in respect of the Class A Note except that marked Transfer Form.

12 Reliance on documents

The Trustee is entitled to accept and assume the authenticity and genuineness of any Transfer Form or any other document unless the Trustee has reasonable grounds to believe that it has not been duly executed. The Trustee is not bound to enquire into the authenticity or genuineness of any Transfer Form or other document, nor incurs any liability for registering any Transfer Form which is subsequently discovered to be a forgery or otherwise defective, unless the Trustee had actual notice of such forgery or defect at the time of registration of such Transfer Form.

13 Specimen signatures

The Trustee may (but need not) require a Noteholder to submit specimen signatures (and, in the case of a corporation, may require those signatures to be authenticated by a secretary or director of the Noteholder) of persons authorised to execute Transfer Forms on behalf of the Noteholder and is entitled to assume (until notified to the contrary) that such authority has not been revoked.

14 Persons entitled on transmission

If a Noteholder dies, the Trustee will recognise only the survivor or survivors (where the deceased was a joint Noteholder) or the administrators (in all other cases) as having any title to the Class A Note registered in the name of the deceased.

15 Registration on transmission

A person who becomes entitled to a Class A Note (and gives evidence of that entitlement to the Trustee in a form satisfactory to the Trustee) because of the death, insolvency, bankruptcy, insanity or other disability of a Noteholder is entitled to be registered as the Noteholder or to nominate some other person to be registered as the Noteholder.

16 Notice of election

To effect a registration under condition 15 (“Registration on transmission”), the person must give a written notice to the Trustee requesting the registration. If a Class A Note is to be registered in the name of a nominee of the person, the person must also execute a transfer of the Class A Note to the nominee. All the provisions of this document relating to the registration of transfers apply to such a notice or transfer as if it were a transfer executed by a Noteholder.

17 Rights of transmittee prior to registration

A person who becomes entitled to the Class A Note because of the death, insolvency, bankruptcy, insanity or other disability of a Noteholder is entitled to receive and may give a discharge for all money payable in respect of the relevant Class A Note.

ࣩ King & Wood Mallesons 12164631_8 Southern Cross WEX 2015-1 Trust Class A Facility Deed 3

ࣩ King & Wood Mallesons 12164631_8 Southern Cross WEX 2015-1 Trust Class A Facility Deed 31 July 2015 4

Signing page

DATED:     28 April 2015

Manager

SIGNED, SEALED AND DELIVERED by Eugene Ong as attorney for THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. under power of attorney dated 14 July 2014 in the presence of:  /s/Ronald Lee Signature of witness RONALD LEE Name of witness (block letters) ) ) ) ) ) ) ) ) ) ) ) ) ) ) /s/Eugene Ong By executing this document the attorney states that the attorney has received no notice of revocation of the power of attorney

Class A Facility Provider

SIGNED, SEALED AND DELIVERED by Eugene Ong as attorney for THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., SYDNEY BRANCH under power of attorney dated 14 July 2014 in the presence of: /s/Ronald Lee Signature of witness RONALD LEE Name of witness (block letters) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) /s/Eugene Ong By executing this document the attorney states that the attorney has received no notice of revocation of the power of attorney

ࣩ King & Wood Mallesons 12164631_8 Southern Cross WEX 2015-1 Trust Class A Facility Deed 31 July 2015 5

Trustee

SIGNED, SEALED AND DELIVERED by as attorney for PERPETUAL CORPORATE TRUST LIMITED (in its capacity as trustee of the Southern Cross WEX 2015-1 Trust) under power of attorney dated 16 September 2014 in the presence of: /s/ Eugene Tee Signature of witness EUGENE TEE Name of witness (block letters) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) /s/ Manish Sarat Manish Sarat Manager By executing this document the attorney states that the attorney has received no notice of revocation of the power of attorney /s/Hagbarth Strom Hagbarth Strom Senior Transaction Manager By executing this document the attorney states that the attorney has received no notice of revocation of the power of attorney

ࣩ King & Wood Mallesons 12164631_8 Southern Cross WEX 2015-1 Trust Class A Facility Deed 31 July 2015 6

EX-10.5

Southern Cross WEX 2015-1 Trust Class B Facility Deed

Dated      28 April 2015

Perpetual Corporate Trust Limited (ABN 99 000 341 533) in its capacity as trustee of the Southern Cross WEX 2015-1 Trust (“Trustee”)

The Bank of Tokyo-Mitsubishi UFJ, Ltd. (ABN 75 103 418 882) (“Manager”)

WEX Australia Pty Ltd (ABN 68 005 970 570) (“Class B Facility Provider”)

King & Wood Mallesons

Level 61

Governor Phillip Tower

1 Farrer Place

Sydney NSW 2000

Australia

T +61 2 9296 2000

F +61 2 9296 3999

DX 113 Sydney

www.kwm.com

Details1

Part 1 The Facility3

1The Facility    3

2Utilisation of the Facility    3

2.1Number of issues    3

2.2Requesting issue of Class B Notes    3

2.3Conditions to all issues    3

2.4Benefit of conditions    3

3Class B Notes    3

3.1Subscription and issue    3

3.2Trustee’s obligations    4

3.3Excluded issue    4

3.4Transfer of Class B Notes    4

Part 2 Interest, Fees and redemption5

4Interest    5

5Redemption and early redemption    5

5.1Final redemption    5

5.2Early redemption    5

Part 3 Standard terms6

6Payments    6

6.1Manner of payment    6

6.2Withholding Tax    6

6.3Gross-up    6

6.4Currency of payment    6

6.5Total Amount Owing    7

7Extension of facility    7

7.1Extension    7

7.2Agreement to Extend    7

8Representations and warranties    7

8.1Representations and warranties    7

8.2Repetition of representations and warranties    9

8.3Reliance    9

8.4Representations and warranties    9

9Event of Default    9

10Undertakings    10

10.1Trustee’s specific undertakings    10

10.2Manager specific undertakings    10

10.3Class B Facility Provider undertaking    11

11Increased costs    11

11.1Indemnification    11

11.2Possible minimisation    12

12Illegality or impossibility    12

12.1Class B Facility Provider’s right to suspend or cancel    12

12.2Extent and duration    13

12.3Notice requiring early redemption    13

12.4Class B Facility Provider to seek alternative funding method    13

13Acknowledgment of Trust Deed and General Security Agreement    13

13.1Trust Deed and General Security Agreement    13

13.2Bound    13

14GST    14

14.1Consideration GST exclusive    14

14.2Payment of GST    14

14.3Reimbursements    14

14.4Interpretation    14

15Interest on overdue amounts    14

15.1Compounding    14

15.2Interest following judgment    14

16Obligations in relation to offer or sale of the Class B Notes    15

16.1No disclosure document    15

16.2Restrictions on offer and sales of Class B Notes    15

16.3Class B Facility Providers to observe laws    15

17Dealing with interests    15

17.1No dealing by Trustee    15

17.2Dealings by Class B Facility Provider    16

18Notices    16

18.1Form    16

18.2Delivery    16

18.3When effective    16

18.4Receipt – postal    16

18.5Receipt – fax    16

18.6Receipt – email    16

18.7Receipt - general    17

18.8Waiver of notice period    17

18.9Change of Details    17

18.10Exception to email    17

19General    17

19.1Prompt performance    17

19.2Consents    17

19.3Set-off    17

19.4Discretion in exercising rights    17

19.5Partial exercising of rights    17

19.6No liability for loss    18

19.7Conflict of interest    18

19.8Remedies cumulative    18

19.9Indemnities    18

19.10Rights and obligations are unaffected    18

19.11Inconsistent law    18

19.12Supervening legislation    18

19.13Variation and waiver    18

19.14Confidentiality    18

19.15Further steps    19

19.16Counterparts    19

19.17Governing law    19

19.18Serving documents    19

20Limitation of Liability    19

21Australian Financial Services Licence    20

22Interpretation    20

22.1Definitions    20

22.2Other definitions    23

22.3Interpretation    23

22.4Limitation    23

Schedule 1 - Transfer of Class B Notes (clause 3.4)24

Signing page28

Southern Cross WEX 2015-1 Trust Class B Facility Deed

ࣩ King & Wood Mallesons 12164703_10 Southern Cross WEX 2015-1 Trust Class B Facility Deed 1

Details

Interpretation – definitions are at the end of the General terms

Parties	Trustee, Manager and Class B Facility Provider
Trustee	Name	Perpetual Corporate Trust Limited in its capacity as trustee of the Southern Cross WEX 2015-1 Trust
	ABN	99 000 341 533
	Address	Level 12, Angel Place 123 Pitt Street Sydney NSW 2000
	Telephone	02 9229 9000
	Email	SecuritisationOps@perpetual.com.au
	Attention	Manager, Transaction Manager, Capital Markets Fiduciary Services
Manager	Name	The Bank of Tokyo-Mitsubishi UFJ, Ltd.
	ABN	75 103 418 882
	Address	Level 25, The Gateway 1 Macquarie Place Sydney NSW 2000
	Telephone	61 2 9296 1224
	Fax	61 2 9247 8322
	Attention	Manager
Class B Facility Provider	Name	WEX Australia Pty Ltd
	ABN	68 005 970 570
	Address	Level 3 293 Camberwell Road Camberwell VIC 3124
	Telephone	61 3 9274 9100
	Fax	61 3 9274 9130
	Attention	Chief Financial Officer
Facility	Description	364 day revolving facility, subject to extension
	Availability Period	The period from the date of this document to the date which is 364 days after the date of this document subject to any extensions under clause 8.1 (“Extensions”).
	Final Maturity Date	The last day of the Availability Period.

ࣩ King & Wood Mallesons 12164703_10 Southern Cross WEX 2015-1 Trust Class B Facility Deed 2

	Interest Rate	Bank Bill Rate plus the Margin.
	Margin	means the margin set out in the Receivables Acquisition and Servicing Agreement.
	Interest Periods (clause 4)	In respect of each Class B Note, the period from and including an Interest Payment Date to, but excluding, the following Interest Payment Date, provided that in respect of the first Interest Period for each Class B Note issued on a Business Day other than an Interest Payment Date, the Interest Period shall be the period from and including the first Drawdown Date of that Class B Note to, but excluding, the immediately following Interest Payment Date.
	Purpose	To fund: (a) the acquisition and continued holding of Receivables by the Trustee; and (b) the investment by the Trustee in Authorised Investments.
	Aggregate minimum issue amount	Minimum A$500,000.
	Early redemption (clause 5)	Full and partial redemptions are permitted under clause 5.2 (“Early redemption”).
Governing law	New South Wales
Date of deed	See Signing page

Part 1 The Facility

1 The Facility

The Class B Facility Provider agrees to provide the financial accommodation as required under this document by subscribing for each Class B Note to be issued by the Trustee under the Supplementary Terms Notice and this document and agreeing to fund increases in the Invested Amount of an existing Class B Note.

2 Utilisation of the Facility

2.1 Number of issues

The Trustee need not use the Facility. However, if the Facility is used, the Facility may only be used by the issue of one or more Class B Notes or by increasing the Invested Amount of an existing Class B Note.

2.2 Requesting issue of Class B Notes

If the Trustee, as Buyer under the Receivables Acquisition and Servicing Agreement, has been requested to acquire Receivables under the Receivables Acquisition and Servicing Agreement and the Manager has directed the Buyer to accept that offer in accordance with clause 3.1 (“Acceptance of offer”) of the Receivables Acquisition and Servicing Agreement, the Class B Facility Provider will agree to provide funding in respect of the Class B Notes as contemplated by the Receivables Acquisition and Servicing Agreement.

2.3 Conditions to all issues

The Class B Facility Provider need not fund a Drawdown unless the Drawdown is to be made during the Availability Period.

2.4 Benefit of conditions

Each condition to subscription is for the sole benefit of the Class B Facility Provider and may be waived by the Class B Facility Provider.

3 Class B Notes

3.1 Subscription and issue

Subject to clause 2.3 (“Conditions to all issues”), each of the Class B Facility Provider, the Manager and the Trustee agree that:

(a) the Class B Facility Provider will fund a Drawdown on each Drawdown Date by providing the proposed amount as contemplated by the Receivables Acquisition and Servicing Agreement;

(b) in the case of the first Drawdown, the Manager will notify the Trustee of the initial Invested Amount of the Class B Notes to be issued; and

(c) on each Payment Date, the Manager will notify the Trustee of the Invested Amount of the Class B Notes after giving effect to all increases or decreases in such Invested Amount on such date;

(d) the Trustee will:

(i) in the case of the first Drawdown, issue to the Class B Facility Provider on the first Drawdown Date, one or more Class B Notes which have an initial Invested Amount equal to; and

(ii) in respect of any other Drawdown:

(A) unless paragraph (B) applies, increase the Invested Amount of an existing Class B Note issued to the Class B Facility Provider by an amount equal to; or

(B) if requested by the Class B Facility Provider, issue to the Class B Facility Provider one or more Class B Notes which have an initial Invested Amount equal to,

the proposed amount as contemplated by the Receivables Acquisition and Servicing Agreement on the relevant Drawdown Date.

Each Class B Note is issued on the conditions set out in the Supplementary Terms Notice and this document by the Trustee entering each Class B Note in the Class B Note Register.

3.2 Trustee’s obligations

On receipt of any payment from the Class B Facility Provider in accordance with this clause 3 (“Class B Notes”), the Trustee must issue the Class B Notes or make the increase in the Invested Amount of the existing Class B Notes referred to in clause 3.1 (“Subscription and issue”) by entering the applicable details in the Class B Note Register.

3.3 Excluded issue

The Class B Facility Provider must ensure that the Class B Notes issued are only issued, or any increase to the Invested Amount of existing Class B Notes is made, in a manner which does not require disclosure to investors under Part 6D.2 of the Corporations Act or Chapter 7 of the Corporations Act and is otherwise in accordance with all applicable laws.

3.4 Transfer of Class B Notes

All transfers of a Class B Note are regulated by, and subject to, clause 10.3 (“Class B Facility Provider undertaking”) and Schedule 1 (“Transfer of Class B Notes”) of this document.

Part 2 Interest, Fees and redemption

4 Interest

The Trustee agrees to pay interest on each Class B Note for each of its Interest Periods at the Interest Rate. Interest:

(a) accrues daily for each Class B Note at the Interest Rate at the first day of the Interest Period on the Class B Facility Principal Outstanding for that Class B Note on the relevant day from (and including) the first day of an Interest Period to (but excluding) the last day of the Interest Period; and

(b) is payable in arrears on each Interest Payment Date; and

(c) is calculated on actual days elapsed and a year of 365 days.

5 Redemption and early redemption

5.1 Final redemption

Subject to clause 5.2 (“Early redemption”), the Trustee agrees to redeem each Class B Note issued by it on the Final Maturity Date.

5.2 Early redemption

If the Class B Notes are redeemed on a date other than the Final Maturity Date, the Trustee agrees to pay any applicable Break Costs.

Part 3 Standard terms

6 Payments

6.1 Manner of payment

Despite any other provision of a Transaction Document in respect of the Trust, the Trustee agrees to make payments (including by way of reimbursement) under this document or any Class B Note:

(a) on the due date (or, if that is not a Business Day, as modified in accordance with the Modified Following Business Day Convention unless that day falls after the Final Maturity Date, in which case, on the previous Business Day);and

(b) not later than 1:00pm in the place for payment; and

(c) in Australian dollars in immediately available funds; and

(d) in full without set-off or counterclaim, and without any withholding or deduction in respect of Taxes unless such withholding or deduction is required by law.

6.2 Withholding Tax

If a law requires the Trustee to withhold or deduct an amount in respect of Taxes, or for or on account of FATCA, from a payment in respect of a Class B Note, the Trustee agrees to withhold or deduct the amount and pay that amount to the relevant Governmental Agency.

6.3 Gross-up

If the Trustee is required by law to make any withholding or deduction for or on account of Tax (excluding FATCA) or otherwise on any payment under the Class B Notes, it will pay to the Class B Facility Provider such additional amounts as are necessary to ensure that the Class B Facility Provider receives and retains (free and clear of any liability in relation to any such withholding or deduction) a net sum equal to what it would have received and retained had no such withholding or deduction been required. However, the Trustee is not required to pay such additional amounts in respect of an Excluded Tax.

Notwithstanding any other clause of this Class B Facility Deed, if the Trustee, or any other person through whom payments on the Class B Notes are made, is required to withhold or deduct amounts under or in connection with, or in order to ensure compliance with FATCA, the Trustee or that other person shall be permitted to make such withholding or deduction and the Class B Facility Provider will not be permitted to receive any gross up, additional amount or other amount for such withholding or deduction.

6.4 Currency of payment

The Trustee waives any right it has in any jurisdiction to pay an amount other than in the currency in which it is due. However, if the Class B Facility Provider receives an amount in a currency other than that in which it is due:

(a) it may convert the amount received into the due currency (even though it may be necessary to convert through a third currency to do so) on the day and at such rates (including spot rate, same day value rate or value tomorrow rate) as it reasonably considers appropriate. It may deduct its usual Costs in connection with the conversion; and

(b) the Trustee satisfies its obligation to pay in the due currency only to the extent of the amount of the due currency obtained from the conversion after deducting the Costs of the conversion.

6.5 Total Amount Owing

Subject to the provisions of any Transaction Document in respect of the Trust, the Trustee agrees to pay the Amount Owing on the Final Maturity Date under this document.

7 Extension of facility

7.1 Extension

Unless the Class B Facility Provider provides the Trustee with notice in writing that it does not wish to extend the Availability Period, the Availability Period will automatically renew in accordance with clause 7.2 (“Agreement to Extend”). The Class B Facility Provider must inform the Trustee of that it does not wish to extend the then current Availability Period by no later than 4.00 p.m. (Sydney time) on the day 60 days prior to the Renewal Date (or such other period as requested by the Class B Facility Provider).

7.2 Agreement to Extend

Unless the Class B Facility Provider provides the Trustee with written notice that it does not wish to extend the Availability Period in accordance with clause 7.1 (“Extension”), then the term of the Facility is extended automatically with effect only from and including the Renewal Date and the end of the Availability Period on that Renewal Date becomes the date which is 364 days after (but not including) that Renewal Date or such other period as may be agreed.

8 Representations and warranties

8.1 Representations and warranties

Each of the Trustee (other than in respect of paragraphs (g), (h), (n) and (p)) and the Manager (other than in respect of paragraph (o) and (r)) represents and warrants (except in relation to matters disclosed to the Class B Facility Provider and accepted by the Class B Facility Provider in writing) that:

(a) (incorporation and existence) it has been incorporated as a company limited by shares in accordance with the laws of its place of incorporation, is validly existing under those laws and has power and authority to carry on its business as it is now being conducted; and

(b) (power) it has power to enter into the Transaction Documents in respect of the Trust to which it is a party and comply with its obligations under them; and

(c) (no contravention or exceeding power) the Transaction Documents in respect of the Trust and the transactions under them which involve it do not contravene its constituent documents (if any) or any law or obligation by which it is bound or to which any of its assets are subject, or cause a limitation on its powers or the powers of its directors to be exceeded; and

(d) (authorisations) it has in full force and effect the authorisations necessary for it to enter into the Transaction Documents in respect of the Trust to which it is a party, to comply with its obligations and exercise its rights under them and to allow them to be enforced; and

(e) (validity of obligations) its obligations under the Transaction Documents in respect of the Trust are valid and binding and are enforceable against it in accordance with their terms (subject to general principles of equity, the PPSA, registration, stamping and laws affecting creditors’ rights generally); and

(f) (benefit) it benefits by entering into the Transaction Documents in respect of the Trust to which it is a party; and

(g) (litigation) there is no pending or threatened proceeding affecting it or any of their assets before a court, authority, commission or arbitrator except those in which a decision against it (either alone or together with other decisions) would be insignificant; and

(h) (default under law - Material Adverse Event) it is not in breach of a law or obligation affecting any of them, the business carried on by them, or their assets in a way which is, or is likely to have, a material adverse effect on its business, assets or financial condition; and

(i) (no immunity) it has no immunity from the jurisdiction of a court or from legal process; and

(j) (Encumbrance) it has taken no action to create any Encumbrance (other than those created under or contemplated by the Transaction Documents); and

(k) (Event of Default) in the case of the Trustee, so far as the Trustee is aware, no Event of Default in respect of the Trust has occurred and is subsisting; and

(l) (representations true) each of its representations and warranties contained in any Transaction Document in respect of the Trust is true and correct when made or repeated or regarded as made or repeated; and

(m) (no Insolvency) either in its personal capacity or as trustee of the Trust, it is not Insolvent; and

(n) (Taxes) it has complied with all laws relating to Tax in all applicable jurisdictions and it has paid all Taxes due and payable by it other than Contested Taxes; and

(o) (vesting) the Trust has not been terminated and the Security Trust in respect of the Trust has not been terminated; and

(p) (removal) no steps have been taken to remove the Manager; and

(q) (subsisting breach) to its knowledge, there is no subsisting breach of its material obligations under this document or any Transaction Document in relation to the Trust; and

(r) (sole trustee) it is the sole trustee of the Trust.

8.2 Repetition of representations and warranties

The representations and warranties in this clause 8 (“Representations and warranties”) are taken to be also made (by reference to the then current circumstances) on the date each Drawdown Date.

8.3 Reliance

Each of the Trustee and the Manager acknowledges that the Class B Facility Provider has entered into the Transaction Documents in reliance on the representations and warranties in this clause 8.

8.4 Representations and warranties

The Class B Facility Provider represents and warrants (except in relation to matters disclosed to the Manager and accepted by the Manager in writing) that:

(a) (incorporation and existence) it has been incorporated as a company limited by shares in accordance with the laws of its place of incorporation, is validly existing under those laws and has power and authority to carry on its business as it is now being conducted; and

(b) (power) it has power to enter into the Transaction Documents in respect of the Trust to which it is a party and comply with its obligations under them; and

(c) (no contravention or exceeding power) the Transaction Documents in respect of the Trust and the transactions under them which involve it do not contravene its constituent documents (if any) or any law or obligation by which it is bound or to which any of its assets are subject, or cause a limitation on its powers or the powers of its directors to be exceeded; and

(d) (authorisations) it has in full force and effect the authorisations necessary for it to enter into the Transaction Documents in respect of the Trust to which it is a party, to comply with its obligations and exercise its rights under them and to allow them to be enforced; and

(e) (validity of obligations) its obligations under the Transaction Documents in respect of the Trust are valid and binding and are enforceable against it in accordance with their terms (subject to general principles of equity and laws affecting creditors’ rights generally).

9 Event of Default

If:

(c) an Event of Default occurs; and

(d)

(i) the Class A Facility Provider has declared that the Secured Money owing to it is payable on demand or immediately due for payment;

(ii) the Class A Facility Provider as Voting Secured Creditor has directed the Security Trustee to enforce the Charge; or

(iii) the Class A Facility Provider has provided its prior written consent,

then the Class B Facility Provider may declare at any time, by notice to the Trustee, the Security Trustee and the Manager that:

(e) an amount equal to the Amount Owing is either:

(i) payable on demand; or

(ii) immediately due for payment;

(f) the Class B Facility Provider’s obligations specified in the notice are terminated.

The Class B Facility Provider may make either or both of these declarations. The making of either of them gives immediate effect to its provisions.

10 Undertakings

10.1 Trustee’s specific undertakings

Without limiting the obligations of the Trustee under the Transaction Documents in respect of the Trust, for such time that an amount is outstanding under this document, the Trustee undertakes to comply with, perform, observe and enforce all the obligations on its part contained in this document and the Transaction Documents which relate to the Trust.

10.2 Manager specific undertakings

The Manager undertakes to:

(f) (comply with obligations) comply with, perform, observe and enforce all the obligations on its part contained in this document and the Transaction Documents which relate to the Trust;

(g) (Event of Default etc) notify the Class B Facility Provider and the Trustee promptly of full details of an Amortisation Event, a Potential Event of Default or an Event of Default, each, where applicable, in respect of the Trust, of which it is aware or otherwise of an event of which it is aware with the giving of notice, lapse of time or fulfilment of any condition will become such an Event of Default or an Amortisation Event in respect of the Trust, and the steps taken by it to remedy any such event;

(h) (notify breach) promptly notify the Class B Facility Provider and the Trustee of a breach of, or a change in, the status of the representations and warranties set out in clause 8 (“Representations and warranties”);

(i) (reporting) provide to the Class B Facility Provider in a form and on the date agreed between the Manager and the Class B Facility Provider (such date to occur no more frequently than calendar monthly), such reports as may reasonably be required by the Class B Facility Provider from time to time in respect of the Trust;

(j) (amendments) without the consent of the Class B Facility Provider, not amend, vary or alter, or consent to any amendment, variation or alteration of any Transaction Document in respect of the Trust;

(k) (timely payment) manage the cash flow of the Trustee in respect of the Trust such that sufficient income will be available to the Trustee to make timely payment of interest due under this document and such that the Trustee will be able to meet its obligations to repay the Amount Owing on the Final Maturity Date;

(l) (certification) deliver a certificate to the Class B Facility Provider and the Trustee, from time to time stating that there is no subsisting Event of Default or specifying the details of any such Event of Default; and

(m) (withhold consent) withhold its consent or approval to any matter or thing which under the Transaction Documents in relation to the Trust requires such consent or approval, or which is prohibited, without the prior written consent of the Class B Facility Provider and no such action will be effective in the absence of such consent;

(n) (obligations to act) where the Transaction Documents in relation to the Trust requires the Manager to act (including as to the exercise of any discretion or power, the making of any determination, the formation of any opinion or the granting of any consent):

(i) request instructions or directions from Class B Facility Provider as to how it should act; and

(ii) act in accordance with any instructions or directions of the Class B Facility Provider and take all action necessary to comply with any such instructions or directions,

unless to do so would be unlawful, would cause any party to breach a term of a Transaction Document in respect of the Trust or would affect the Trustee’s right of indemnity out of the Trust Assets;

(o) (other borrowings) not, without the consent of the Class B Facility Provider direct the Trustee to have any other borrowings except as expressly contemplated by the Transaction Documents in relation to the Trust; and

(p) (Trust) perform its management duties in respect of the Trust in accordance with the Management Deed and the standards of a reasonably prudent manager of equivalent trusts in the market place.

10.3 Class B Facility Provider undertaking

The Class B Facility Provider undertakes thatit will not transfer the Class B Notes without the consent of the Manager.

11 Increased costs

11.1 Indemnification

The Trustee agrees to indemnify the Class B Facility Provider on demand for any cost incurred by or on behalf of the Class B Facility Provider if the Class B Facility Provider reasonably determines that:

(q) a Directive, or change in Directive, in either case applying for the first time after the date of this document; or

(r) a change in a Directive’s interpretation or administration by an authority after the date of this document; or

(s) compliance by the Class B Facility Provider with any such Directive, changed Directive or changed interpretation or administration,

directly or indirectly:

(t) increases the cost of the Facility to the Class B Facility Provider; or

(u) reduces any amount received or receivable by, or the effective return to, the Class B Facility Provider, in connection with the Facility; or

(v) reduces the return on capital allocated to the Facility, or the overall return on capital of the Class B Facility Provider.

In this clause 11.1 (“Indemnification”), a reference to a Directive does not include a Directive imposing or changing the basis of a Tax on the overall net income of the Class B Facility Provider or any other entity.

Indemnification need not be in the form of a lump sum and may be demanded as a series of payments.

Any demand under this clause 11.1 (“Indemnification”)is to be made by the Class B Facility Provider.

If a Class B Facility Provider makes a demand under this clause 11.1 (“Indemnification”), it agrees to provide the Trustee and the Manager with reasonably detailed calculations showing how the amount demanded has been ascertained. However, nothing in this clause obliges the Class B Facility Provider to provide details of its business or tax affairs which it considers in good faith to be confidential. In calculating such amounts the Class B Facility Provider may use averaging and attribution methods or any other methods it considers appropriate to determine the relevant amount provided such methods are reasonable in the circumstances.

11.2 Possible minimisation

The Trustee agrees to compensate the Class B Facility Provider whether or not the increase or reduction could have been avoided. However, if the Trustee or the Manager asks, the Class B Facility Provider agrees to consider ways of minimising any increase or reduction.

12 Illegality or impossibility

12.1 Class B Facility Provider’s right to suspend or cancel

This clause 12 (“Illegality or impossibility”) applies if the Class B Facility Provider determines that any event occurs, including without limitation:

(a) a change in a Directive; or

(b) a change in the interpretation or administration of a Directive by an authority; or

(c) a Directive,

applying for the first time after the date of this document, which makes it (or will make it) illegal or impossible in practice for the Class B Facility Provider to fund, provide, or continue to fund or provide, financial accommodation under this document. In these circumstances, the Class B Facility Provider by giving a notice to the Trustee and Manager, may suspend or cancel some or all of its obligations under this document as indicated in the notice.

12.2 Extent and duration

The suspension or cancellation:

(a) must apply only to the extent necessary to avoid the illegality or impossibility; and

(b) in the case of suspension, may continue only for so long as the illegality or impossibility continues.

12.3 Notice requiring early redemption

If the illegality or impossibility relates to the funding of the Class B Notes, the Class B Facility Provider by giving a notice to the Trustee and the Manager, may require early redemption of all or part of the Class B Notes and interest accrued on such Class B Notes. The Trustee agrees to repay the amount specified on the first Interest Payment Date which is on or after 20 Business Days after receiving the notice (or, if earlier, on the date the illegality or impossibility arises).

12.4 Class B Facility Provider to seek alternative funding method

If a notice is given pursuant to clause 12.3 (“Notice requiring early redemption”),then the Class B Facility Provider agrees to use reasonable endeavours for a period of 20 Business Days to make the relevant financial accommodation available by some alternative means (including changing its lending office to another then existing lending office or making the financial accommodation available through a Related Entity of the Class B Facility Provider).

13 Acknowledgment of Trust Deed and General Security Agreement

13.1 Trust Deed and General Security Agreement

The parties acknowledge and agree that the Trustee and the Manager in exercising their powers and discretions under this document, and in performing their obligations under this document, must act in accordance with their duties and obligations under the Master Trust Deed, the Supplementary Terms Notice in respect of the Trust and the General Security Agreement in respect of the Trust and may exercise such powers and discretions as provided in the Master Trust Deed, the Supplementary Terms Notice in respect of the Trust and the General Security Agreement in respect of the Trust and (without limitation) in forming any opinion may obtain and act upon the advice of persons who are not parties to this document in accordance with (in the case of the Trustee) clause 16 (“Delegation and reliance on advice”) of the Master Trust Deed and (in the case of the Manager) clause 4 (“Delegation and reliance on advice”) of the Management Deed.

13.2 Bound

The parties acknowledge that they are bound by the terms of the Master Trust Deed, the Supplementary Terms Notice in respect of the Trust, the Security Trust Deed and the General Security Agreement in respect of the Trust.

14 GST

14.1 Consideration GST exclusive

Unless expressly stated otherwise in this document, all amounts payable or consideration to be provided under this document are exclusive of GST.

14.2 Payment of GST

If GST is payable on any supply made under this document, for which the consideration is not expressly stated to include GST, the recipient agrees to pay to the supplier an additional amount equal to the GST at the same time that the consideration for the supply is to be provided. However:

(a) the recipient need not pay the additional amount until the supplier gives the recipient a tax invoice or an adjustment note; and

(b) if an adjustment event arises in respect of the supply, the additional amount will be adjusted to reflect the adjustment event and the recipient or the supplier (as the case may be) must make any payments necessary to reflect the adjustment.

14.3 Reimbursements

If a party is required under this document to indemnify another party or pay or reimburse costs of another party, that party agrees to pay:

(a) the relevant amount less any input tax credits to which the other party (or to which the representative member for a GST group of which the other party is a member) is entitled; and

(b) if the indemnity or payment or reimbursement is subject to GST, an amount equal to that GST, in accordance with clause 16.2 (“Payment of GST”).

14.4 Interpretation

All expressions used in this clause 16 (“GST”) which are defined in the GST Law have the meanings given to them in the GST law. GST law has the same meaning it has in the GST Act.

15 Interest on overdue amounts

15.1 Compounding

Any interest in connection with this document in relation to the Class B Notes which is not paid when due for payment may be added to the overdue amount by the Class B Facility Provider at intervals which the Class B Facility Provider determines from time to time or, if no determination is made, every 30 days. Interest is payable on any amount which is overdue for payment (including any amounts of interest added to the overdue amount in accordance with the previous clause) at a rate equal to the Interest Rate plus 2% per annum in the manner set out in clause 4 (“Interest”).

15.2 Interest following judgment

If a liability becomes merged in a judgment, the Trustee agrees to pay interest on the amount of that liability as an independent obligation. This interest:

(c) accrues daily from (and including) the date the liability becomes due for payment both before and after the judgment up to (but excluding) the date the liability is paid; and

(d) is calculated at the judgment rate or the Interest Rate (whichever is higher).

The Trustee agrees to pay interest under this clause on demand from the Class B Facility Provider.

16 Obligations in relation to offer or sale of the Class B Notes

16.1 No disclosure document

The Class B Facility Provider acknowledges that no disclosure document in relation to any Class B Note has been lodged with the Australian Securities and Investments Commission.

16.2 Restrictions on offer and sales of Class B Notes

The Class B Facility Provider agrees that it will not:

(a) directly or indirectly offer, sell or transfer any Class B Note or distribute any disclosure document, prospectus, circular, advertisement or other offering material relating to any Class B Note in any jurisdiction except under circumstances that will result in compliance with the laws of that jurisdiction; or

(b) make any offer or invitation for the sale or transfer of any Class B Note in Australia unless such offer or invitation does not require disclosure to investors under Part 6D.2 or Chapter 7 of the Corporations Act; or

(c) circulate or issue a disclosure document, prospectus or other offering material relating to any Class B Note in Australia which requires lodging under Chapter 6D or Chapter 7 of the Corporations Act.

16.3 Class B Facility Providers to observe laws

The Class B Facility Provider agrees to comply with laws in any jurisdiction in which it may subscribe for, offer, sell or transfer any Class B Note. Neither the Trustee nor the Manager has any responsibility for obtaining any authorisations the Class B Facility Provider requires in connection with the subscription, offer, sale or transfer of any Class B Note.

17 Dealing with interests

17.1 No dealing by Trustee

The Trustee may not assign or otherwise deal with its rights under any Transaction Document in respect of the Trust or allow any interest in them to arise or be varied, in each case, without the Class B Facility Provider’s consent other than as expressly contemplated by the Transaction Documents in respect of the Trust.

17.2 Dealings by Class B Facility Provider

Subject to clause 3.4 (“Transfer of Class B Notes”) and clause 10.3 (“Class B Facility Provider Undertaking”),the Class B Facility Provider may deal with its rights under the Transaction Documents in respect of the Trust (including by assignment or participation) without the consent of any other person.

18 Notices

18.1 Form

Unless expressly stated otherwise in the Transaction Documents in respect of the Trust, all notices, certificates, consents, approvals, waivers and other communications in connection with this document in respect of the Trust must be in writing, signed by an Authorised Officer of the sender and marked for attention as set out or referred to in the Details or, if the recipient has notified otherwise, marked for attention in the way last notified.

18.2 Delivery

They must be:

(a) left at the address set out or referred to in the Details; or

(b) sent by prepaid post (airmail, if appropriate) to the address set out or referred to in the Details; or

(c) sent by fax to the fax number set out or referred to in the Details; or

(d) sent by email to the email address set out or referred to in the Details.

However, if the intended recipient has notified a changed postal or email address or changed fax number, then the communication must be to that address or number.

18.3 When effective

They take effect from the time they are received unless a later time is specified in them.

18.4 Receipt – postal

If sent by post, they are taken to be received three Business Days after posting (or seven Business Days after posting if sent to or from a place outside Australia).

18.5 Receipt – fax

If sent by fax, they are taken to be received at the time shown in the transmission report as the time that the whole fax was sent, provided they are received in legible form.

18.6 Receipt – email

If sent by email, they are taken to be received at the time shown in the email as the time that the email was received, provided they are received in a readable form.

18.7 Receipt - general

Despite clauses 18.4 (“Receipt – postal”), 18.5 (“Receipt – fax”) and 18.6 (“Receipt – email”), if they are received after 5:00pm in the place of receipt or on a non-Business Day, they are taken to be received at 9:00am on the next Business Day.

18.8 Waiver of notice period

The Class B Facility Provider may waive a period of notice required to be given by the Trustee or Manager under this document.

18.9 Change of Details

Each of the parties agree to give to every other party to this document, at least 5 Business Days’ notice of a change to their Details.

18.10 Exception to email

Unless the body of an email and/or an attachment to an email (as applicable) is signed by an Authorised Officer, no notice, certificate, consent, approval, waiver or other communication in connection with this document in respect of the Trust will be effective if it is sent to or received by the Manager in the form of an email.

19 General

19.1 Prompt performance

(e) If a Transaction Document in respect of the Trust specifies when the Trustee or Manager agrees to perform an obligation, the Trustee and Manager agree to perform it by the time specified; and

(f) The Trustee and Manager agree to perform all other obligations promptly.

19.2 Consents

The Trustee and Manager acknowledge that any consent the Class B Facility Provider gives to them in connection with a Transaction Document in respect of the Trust may be subject to conditions.

19.3 Set-off

No party (“First Party”) may set off any amount due for payment by the First Party to another party to this document (“Second Party”), against any amount due for payment by the Second Party to the First Party under the Transaction Documents in respect of the Trust at any time.

19.4 Discretion in exercising rights

The Class B Facility Provider may exercise a right or remedy or give or refuse its consent under a Transaction Document in respect of the Trust in any way it considers appropriate (including by imposing conditions).

19.5 Partial exercising of rights

If the Class B Facility Provider does not exercise a right or remedy under a Transaction Document in respect of the Trust fully or at a given time, the Class B Facility Provider may still exercise it later.

19.6 No liability for loss

The Class B Facility Provider is not liable for loss caused by the exercise or attempted exercise of, failure to exercise, or delay in exercising, a right or remedy under a Transaction Document in respect of the Trust.

19.7 Conflict of interest

Each of the Class B Facility Provider’s rights and remedies under any Transaction Document in respect of the Trust may be exercised even if this involves a conflict of duty or the Class B Facility Provider has a personal interest in their exercise.

19.8 Remedies cumulative

The rights and remedies of the Class B Facility Provider under any Transaction Document in respect of the Trust are in addition to other rights and remedies given by law independently of the Transaction Document in respect of the Trust.

19.9 Indemnities

Any indemnity in a Transaction Document is a continuing obligation, independent of the Trustee’s other obligations under that Transaction Document in respect of the Trust and continues after the Transaction Document in respect of the Trust ends. It is not necessary for the Class B Facility Provider to incur expense or make payment before enforcing a right of indemnity under a Transaction Document in respect of the Trust.

19.10 Rights and obligations are unaffected

Rights given to the Class B Facility Provider under a Transaction Document in respect of the Trust and the Trustee’s and Manager’s liabilities under it are not affected by anything which might otherwise affect them at law.

19.11 Inconsistent law

To the extent permitted by law, each Transaction Document in respect of the Trust prevails to the extent it is inconsistent with any law.

19.12 Supervening legislation

Any present or future legislation which operates to vary the obligations of the Trustee or the Manager in connection with a Transaction Document in respect of the Trust with the result that the Class B Facility Provider’s rights, powers or remedies are adversely affected (including by way of delay or postponement) is excluded except to the extent that its exclusion is prohibited or rendered ineffective by law.

19.13 Variation and waiver

A provision of a Transaction Document in respect of the Trust, or right created under it, may not be waived or varied except in writing signed by the party or parties to be bound.

19.14 Confidentiality

Each party agrees not to disclose information provided by any other party that is not publicly available (including the existence of or contents of any Transaction Document in respect of the Trust) except:

(a) to any person in connection with an exercise of rights or a dealing with rights or obligations under a Transaction Document in respect of the Trust; or

(b) to officers, employees, legal and other advisers and auditors of the Class B Facility Provider in respect of the Trust; or

(c) to any party to this document or any Related Entity of any party to this document, provided the recipient agrees to act consistently with this clause 19.14; or

(d) with the consent of the party who provided the information (such consent not to be unreasonably withheld); or

(e) to any rating agency of any Trust; or

(f) any disclosure the disclosing party reasonably believes is required by any law or stock exchange (except that this paragraph does not permit a party to disclose any information under section 275(4) of the PPSA unless section 275(7) of the PPSA applies).

Each party consents to disclosures made in accordance with this clause 19.14.

19.15 Further steps

The Trustee and Manager agree to do anything the Class B Facility Provider reasonably asks (such as obtaining consents, signing and producing documents and getting documents completed and signed):

(a) to bind the Trustee and Manager and any other person intended to be bound under the Transaction Documents in respect of the Trust; or

(b) to show whether the Trustee and Manager are complying with this document.

19.16 Counterparts

This document may consist of a number of copies, each signed by one or more parties to the agreement. If so, the signed copies are treated as making up the one document.

19.17 Governing law

This document is governed by the law in force in the place specified in the Details and each party submits to the non-exclusive jurisdiction of the courts of that place.

19.18 Serving documents

Without preventing any other method of service, any document in a court action may be served on a party by being delivered to or left at that party’s address for service of notices under clause 18 (“Notices”).

20 Limitation of Liability

Clause 17 (“Indemnity and limitation of liability”) of the Master Trust Deed is incorporated into this document as if it was set out in full in this document with any necessary amendments to clause references and references to applicable documents.

21 Australian Financial Services Licence

As at the date of this document, Perpetual Trustee Company Limited (ABN 42 000 001 007) has obtained an Australian Financial Services Licence under Part 7.6 of the Corporations Act (Australian Financial Services Licence Number 236643). As at the date of this document, Perpetual Trustee Company Limited (ABN 42 000 001 007) has appointed Perpetual Corporate Trust Limited (ABN 99 000 341 533) to act as its authorised representative under that licence (Authorised Representative Number 266799).

22 Interpretation

22.1 Definitions

These meanings apply unless the contrary intention appears:

Advance means the initial Invested Amount of a Class B Note subscribed for by the Class B Facility Provider or the increase in the Invested Amount of an existing Class B Note in accordance with this deed.

Amount Owing means, at any time for the Class B Facility Provider, the total of all amounts which are then due for payment, or which will or may become due for payment, in connection with this document and the Class B Notes (including transactions in connection with them) to the Class B Facility Provider.

Availability Period has the meaning given to such term in the Details.

Bank Bill Rate means, for an Interest Period, the average bid rate for Bills having a tenor closest to the Interest Period as displayed on the “BBSW” page of the Reuters Monitor System on the first day of that Interest Period.

However, if the average bid rate for that tenor:

(a) is not displayed by 10:30 am on that day; or

(b) is displayed but the Manager determines that there is an obvious error in that rate; or

(c) is otherwise not available,

then Bank Bill Rate means the rate determined by the Manager in good faith at approximately 10:30 am on that day, having regard, to the extent possible, to the rates otherwise bid for Bills of that tenor at or around that time (including any displayed on the “BBSY” page of the Reuters Monitor System).

Bill has the meaning it has in the Bills of Exchange Act 1909 (Cwlth) and a reference to the acceptance of a Bill is to be interpreted in accordance with that Act.

Break Costs means an amount, reasonably determined by the Class B Facility Provider and notified to the Manager prior to any applicable prepayment, equal to any loss, cost or liability incurred by the Class B Facility Provider because of the termination of arrangements it has made with others to fund (or to maintain its funding of) financial accommodation under the Transaction Documents or the loss of interest which the Class B Facility Provider may suffer by reinvesting the proceeds of any prepayment until the following Interest Payment Date.

Buyer has the meaning given to that term in the Receivables Acquisition and Servicing Agreement.

Class A Facility Deed means the deed entitled “Southern Cross WEX 2015-1 Trust Class A Facility Deed” dated on or about the date of this document between the Trustee, the Manager and The Bank of Tokyo-Mitsubishi UFJ, Ltd., Sydney Branch.

Class A Facility Principal Outstanding has the meaning given to that term under the Class A Facility Deed.

Class B Facility Principal Outstanding means, at any time, the aggregate outstanding principal amount of all Advances at that time.

Class B Facility Provider means the person so described in the Details.

Class B Note means each note issued in accordance with this document and the Supplementary Terms Notice:

(a) issued for a subscription price of 100% of its principal amount under this document and the Supplementary Terms Notice, and

(b) designated as a Class B Note in the Supplementary Terms Notice.

Class B Note Register means the Note Register established and maintained by the Trustee in respect of the Class B Notes in accordance with the Master Trust Deed.

Code means the United States of America Internal Revenue Code of 1986.

Contested Tax means a Tax payable by the Trustee in respect of the Trust constituted pursuant to this document where the Trustee:

(a) in good faith, and in accordance with proper procedures, is contesting its liability to pay that Tax; and

(b) is not required by applicable law to pay that Tax prior to contesting its liability to pay that Tax; and

(c) has satisfied the Class B Facility Provider that it has set aside sufficient reserves of liquid assets in respect of the Trust to pay that Tax and any fine, penalty or interest payable if the contest is unsuccessful.

Costs includes costs, charges and expenses, including those incurred in connection with advisers.

Details means the section of this document headed “Details”.

Directive means:

(a) a law; or

(b) a treaty, an official directive, request, guideline or policy (whether or not having the force of law) of any governmental agency.

Drawdown means, in respect of a Class B Note, each financial accommodation provided by:

(a) the issuance of that Class B Note to the Class B Facility Provider; and

(b) by increasing the Invested Amount of that Class B Note.

Drawdown Date means the date on which a Drawdown is or is to be made.

Excluded Tax means:

(a) any Tax required to be withheld or deducted as a result of the Class B Facility Provider not subscribing for or holding the Notes in carrying on a business at or through a permanent establishment in Australia;

(b) any Tax required to be withheld or deducted as a result of the Class B Facility Provider not supplying the Trustee with an appropriate Australian tax file number, (if applicable) Australian business number or proof of an exemption from a requirement to provide such details; and

(c) any Taxes required to be withheld or deducted pursuant to a notice or direction issued by the Commissioner of Taxation under section 255 of the Tax Act or section 260-5 of Schedule 1 to the Taxation Administration Act 1953 of the Commonwealth of Australia or any similar law.

Facility means the facility offered under this document.

FATCA means sections 1471 through to 1474 of the Code or any consolidation, amendment, re-enactment or replacement of those provisions and including any regulations or official interpretations issued, agreements (including, without limitation, intergovernmental agreements) entered into or non-United States laws enacted with respect thereto.

Final Maturity Date means the final maturity date set out in the Details, but if that is not a Business Day, then the preceding Business Day as extended by agreement in writing by the parties to this document.

General Security Agreement means the document entitled “Southern Cross WEX 2015-1 Trust General Security Agreement” entered into between the Trustee and the Security Trustee dated on or about the date of this document.

Governmental Agency has the meaning given to that term in the Receivables Acquisition and Servicing Agreement.

Interest Payment Date means each Payment Date.

Interest Period has the meaning given to that term in the Details.

Interest Rate has the meaning given to that term in the Details.

Manager means the person so described in the Details.

Margin has the meaning given to that term in the Details.

Renewal Date means, on any day, the last day of the then current Availability Period.

Security Trust Deed means the deed entitled “Southern Cross Trust Security Trust Deed” between the Trustee, the Manager and the Security Trustee, dated 14 September 2006.

Supplementary Terms Notice means the deed entitled “Supplementary Terms Notice - Southern Cross WEX 2015-1 Trust” between, amongst others, the Trustee, the Manager, the Security Trustee and WEX Australia Pty Ltd, dated on or about the date of this document.

Taxes means taxes, levies, imposts, charges and duties (including withholding tax, approved issuer levy, stamp and transaction duties) together with any related interest, penalties, fines and expenses payable in connection with them, except if imposed on or calculated having regard to, the net income of the Class B Facility Provider.

Trust means the Southern Cross WEX 2015-1 Trust.

Trustee means the person so described in the Details.

22.2 Other definitions

Unless otherwise defined in this document, words and phrases defined in Security Trust Deed or the Supplementary Terms Notice have the same meaning in this document, with references to “this document” being construed as references to this document. In the event of an inconsistency between a definition in the Security Trust Deed, the Supplementary Terms Notice and this document, the definition in this document prevails. In the event of any inconsistency between a definition in the Supplementary Terms Notice and a definition in the Security Trust Deed, the definition in the Supplementary Terms Notice will prevail.

22.3 Interpretation

Clauses 25.2 (“References to certain general terms”) to 25.4 (“Headings”) (inclusive) of the Security Trust Deed are deemed to be incorporated in this document as if set out in full in it.

22.4 Limitation

The rights and obligations of the parties under this document relate only to the Trust. The Class B Facility Provider has no obligation under this document to provide financial accommodation to the Trust in respect of any other Trust established under the Master Trust Deed.

EXECUTED as a deed

Schedule 1 - Transfer of Class B Notes (clause 3.4)

1 Form of transfer

All transfers of a Class B Note must be in writing in the form of the transfer as agreed between the Trustee (at the direction of the Manager) and the Class B Facility Provider (“Transfer Form”).

2 Execution of transfer

Every Transfer Form must be duly completed, duly stamped (if applicable), executed by the transferor and the transferee and delivered to the Trustee. The transferor is deemed to remain the Noteholder for all purposes until the name of the transferee is entered into the Class B Note Register.

3 Restrictions on transfer

A Noteholder is only entitled to transfer a Class B Note if:

(a) the amount payable by the proposed transferee in relation to the relevant Class B Note is A$500,000 or more or if the offer or invitation to the offer or invitation to the proposed transferee by the Noteholder in relation to the Class B Note does not require disclosure to investors in accordance with Part 6D.2 or Chapter 7 of the Corporations Act;

(b) the offer or invitation is not made to a person who is a “retail client” within the meaning of section 761G of the Corporations Act;

(c) the offer or invitation giving rise to the transfer does not constitute an offer or invitation to the public for the purposes of Section 82 of the Corporations Act;

(d) the transfer would not cause the Trustee to withhold any amounts of tax in respect of interest payments under the relevant Class B Notes; and

(e) the transfer would not otherwise breach any restriction on transfer of the Class B Note contained in the Security Trust Deed, any Transaction Document or any applicable law.

4 Trustee may refuse to register

The Trustee may refuse to register any Transfer Form:

(a) if it is not duly completed, executed and stamped (if necessary); or

(b) if it contravenes or fails to comply with the terms of this document; or

(c) if the transfer would result in a contravention of or failure to observe the provisions of a law of a state or territory of the Commonwealth of Australia, or of the Commonwealth of Australia.

The Trustee is not bound to give any reason for refusing to register any Transfer Form and its decision is final, conclusive and binding. If the Trustee refuses to register a Transfer Form, it must, as soon as practicable following that refusal, send to the relevant Noteholder and to the party seeking to take the transfer of the Class B Note notice of that refusal. The Trustee has no obligation to enquire whether a transfer of a Class B Note complies with the restrictions in this document.

5 Registration of transferee

Subject to the terms of this schedule, the Trustee must upon receipt of a Transfer Form register the transferee in the Register. No fee is to be charged for the registration of any Transfer Form.

6 No transfer if Class B Note Register closed

The Trustee may refuse to register any Transfer Form for such period as the Class B Note Register is closed for any reason or any purpose.

7 Rights and obligations of transferee

The Class B Notes are negotiable. A transferee of a Class B Note pursuant to this document has the following rights and obligations from the time of registration:

(a) all those rights which the transferor previously had; and

(b) all those obligations of the Noteholder as provided by this document as if the transferee was originally a party to it.

8 When transfer effective

Subject to refusal by the Trustee to register a transfer of a Class B Note under this clause, and subject to condition 9 (“Transfer Form received when Register closed”), a Transfer Form is deemed for the purposes of this document to take effect and be registered from the beginning of the Business Day on which the Transfer Form was received by the Trustee, except that if a Transfer Form is received by the Trustee after 3:30 pm in Sydney, the Transfer Form is deemed not to be effective until the next Business Day (when the Class B Note Register is open) following its receipt by the Trustee.

9 Transfer Form received when Register closed

If a Transfer Form is received by the Trustee during any period when the Class B Note Register is closed under this document, or on any day which is not a Business Day, the Transfer Form is deemed to be effective and registered (subject to refusal by the Trustee to register a transfer) from the beginning of the first Business Day on which the Class B Note Register is re-opened.

10 Payments to transferee

Subject to this document, upon entry of a transferee in the Class B Note Register, the transferee is ipso facto entitled to receive any payments then due or which become due to the Noteholder and the Trustee is discharged for any such payment made to the transferee and, without limiting the foregoing, whether or not the entitlement to payment wholly or partly arose or accrued prior to the transfer, except that where a transfer is received after the closure of the Class B Note Register as referred to in this document for the purpose of determining entitlements to interest or principal, but prior to the date upon which that interest or principal is due to be paid in respect of a Class B Note, then that interest and principal must be paid to the transferor and not the transferee.

11 Marked transfers

The Trustee must, unless the parties otherwise agree, provide marking services in the manner set out in this clause at the Trustee’s offices or the offices of a third party appointed pursuant to this document in Sydney. If the Trustee or a third party is requested by a Noteholder to mark a Transfer Form, the Trustee or the third party must so mark the Transfer Form. Until a period of 90 days (or such other period as determined by the Trustee and the Trustee) has elapsed from the date any Transfer Form is so marked, the Trustee or any third party must not register any Transfer Form in respect of the Class B Note except that marked Transfer Form.

12 Reliance on documents

The Trustee is entitled to accept and assume the authenticity and genuineness of any Transfer Form or any other document unless the Trustee has reasonable grounds to believe that it has not been duly executed. The Trustee is not bound to enquire into the authenticity or genuineness of any Transfer Form or other document, nor incurs any liability for registering any Transfer Form which is subsequently discovered to be a forgery or otherwise defective, unless the Trustee had actual notice of such forgery or defect at the time of registration of such Transfer Form.

13 Specimen signatures

The Trustee may (but need not) require a Noteholder to submit specimen signatures (and, in the case of a corporation, may require those signatures to be authenticated by a secretary or director of the Noteholder) of persons authorised to execute Transfer Forms on behalf of the Noteholder and is entitled to assume (until notified to the contrary) that such authority has not been revoked.

14 Persons entitled on transmission

If a Noteholder dies, the Trustee will recognise only the survivor or survivors (where the deceased was a joint Noteholder) or the administrators (in all other cases) as having any title to the Class B Note registered in the name of the deceased.

15 Registration on transmission

A person who becomes entitled to a Class B Note (and gives evidence of that entitlement to the Trustee in a form satisfactory to the Trustee) because of the death, insolvency, bankruptcy, insanity or other disability of a Noteholder is entitled to be registered as the Noteholder or to nominate some other person to be registered as the Noteholder.

16 Notice of election

To effect a registration under condition 15 (“Registration on transmission”), the person must give a written notice to the Trustee requesting the registration. If a Class B Note is to be registered in the name of a nominee of the person, the person must also execute a transfer of the Class B Note to the nominee. All the provisions of this document relating to the registration of transfers apply to such a notice or transfer as if it were a transfer executed by a Noteholder.

17 Rights of transmittee prior to registration

A person who becomes entitled to the Class B Note because of the death, insolvency, bankruptcy, insanity or other disability of a Noteholder is entitled to receive and may give a discharge for all money payable in respect of the relevant Class B Note.

ࣩ King & Wood Mallesons 12164703_10 Southern Cross WEX 2015-1 Trust Class B Facility Deed 3

ࣩ King & Wood Mallesons 12164703_10 Southern Cross WEX 2015-1 Trust Class B Facility Deed 31 July 2015 4

Signing page

DATED:           28 April 2015

Manager

SIGNED, SEALED AND DELIVERED by Eugene Ong as attorney for THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. under power of attorney dated 14 July 2014 in the presence of: /s/ Ronald Lee Signature of witness RONALD LEE Name of witness (block letters) ) ) ) ) ) ) ) ) ) ) ) ) ) ) /s/Eugene Ong By executing this document the attorney states that the attorney has received no notice of revocation of the power of attorney

Class B Facility Provider

EXECUTED by WEX AUSTRALIA PTY LTD in accordance with section 127(1) of the Corporations Act 2001 (Cwlth) by authority of its directors: /s/ Gregory Drumm Signature of director GREGORY DRUMM Name of director (block letters) ) ) ) ) ) ) ) ) ) ) ) ) /s/ Guy Steel Signature of company secretary* GUY STEEL Name of company secretary* (block letters)

ࣩ King & Wood Mallesons 12164703_10 Southern Cross WEX 2015-1 Trust Class B Facility Deed 31 July 2015 5

Southern Cross WEX 2015-1 Trust Class B Facility Deed

Trustee

SIGNED, SEALED AND DELIVERED by as attorney for PERPETUAL CORPORATE TRUST LIMITED (in its capacity as trustee of the Southern Cross WEX 2015-1 Trust) under power of attorney dated 16 September 2014 in the presence of: /s/ Eugene Tee Signature of witness EUGENE TEE Name of witness (block letters) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) /s/ Manish Sarat Manish Sarat Manager By executing this document the attorney states that the attorney has received no notice of revocation of the power of attorney /s/ Hagbarth Strom Hagbarth Strom Senior Transaction Manager By executing this document the attorney states that the attorney has received no notice of revocation of the power of attorney

ࣩ King & Wood Mallesons 12164703_10 Southern Cross WEX 2015-1 Trust Class B Facility Deed 6

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Melissa D. Smith, certify that:

1. I have reviewed this quarterly report on Form 10-Q of WEX Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 31, 2015

/s/ Melissa D. Smith

Melissa D. Smith

Chief Executive Officer and President

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Steven A. Elder, certify that:

1. I have reviewed this quarterly report on Form 10-Q of WEX Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 31, 2015

/s/ Steven A. Elder

Steven A. Elder

Senior Vice President and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of WEX Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Melissa D. Smith, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Melissa D. Smith

Melissa D. Smith

Chief Executive Officer and President

July 31, 2015

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of WEX Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Steven A. Elder, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Steven A. Elder

Steven A. Elder

Senior Vice President and Chief Financial Officer

(Principal accounting and principal financial officer)

July 31, 2015

XML

Basis of Presentation - Additional Information (Details) - USD ($)	Jun. 30, 2015	Aug. 30, 2012
Unik [Member]
Debt Instrument [Line Items]
Percent of ownership interest acquired	51.00%	51.00%
Senior Notes [Member]
Debt Instrument [Line Items]
Debt instrument, aggregate principal amount	$ 400,000,000
Debt instrument, interest rate	4.75%

XML

Derivative Instruments Derivative Instruments - Fuel Derivate Program (Details) - Price Risk Derivative [Member]	Jun. 30, 2015
Third Quarter 2015 [Member]
Derivative [Line Items]
Fuel price sensitive derivative instrument heading percentage	0.60
Fourth Quarter 2015 [Member]
Derivative [Line Items]
Fuel price sensitive derivative instrument heading percentage	0.40
First Quarter 2016 [Member]
Derivative [Line Items]
Fuel price sensitive derivative instrument heading percentage	0.20
After First Quarter 2016 [Member]
Derivative [Line Items]
Fuel price sensitive derivative instrument heading percentage	0

XML

Goodwill and Other Intangible Assets - Changes In Goodwill (Detail) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Dec. 31, 2014
Goodwill [Roll Forward]
Gross goodwill, January 1, 2015	$ 1,134,279
Impact of foreign currency translation	(14,967)
Disposal of certain assets	(12,533)
Gross goodwill, June 30, 2015	1,106,779
Accumulated impairment, June 30, 2015	(17,508)
Net goodwill, June 30, 2015	1,089,271	$ 1,117,149
Fleet Payment Solutions Segment [Member]
Goodwill [Roll Forward]
Gross goodwill, January 1, 2015	759,855
Impact of foreign currency translation	(13,409)
Disposal of certain assets	(147)
Gross goodwill, June 30, 2015	746,299
Accumulated impairment, June 30, 2015	(1,337)
Net goodwill, June 30, 2015	744,962
Other Payment Solutions Segment [Member]
Goodwill [Roll Forward]
Gross goodwill, January 1, 2015	374,424
Impact of foreign currency translation	(1,558)
Disposal of certain assets	(12,386)
Gross goodwill, June 30, 2015	360,480
Accumulated impairment, June 30, 2015	(16,171)
Net goodwill, June 30, 2015	$ 344,309

XML

Segment Information - Additional Information (Detail) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015 USD ($)	Jun. 30, 2014 USD ($)	Jun. 30, 2015 USD ($) Segment	Jun. 30, 2014 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments | Segment			2
Revenues	$ 213,653	$ 201,581	$ 415,938	$ 383,649
Evolution1 [Member]
Segment Reporting Information [Line Items]
Revenues			$ 48,860

XML

Derivative Instruments - Put and Call Option Contracts (Detail) gal in Thousands		6 Months Ended
		Jun. 30, 2015 gal
Derivative [Line Items]
Total fuel price derivative instruments, gallons	[1]	23,725
Unleaded Fuel [Member]
Derivative [Line Items]
Total fuel price derivative instruments, gallons	[1]	15,868
Diesel [Member]
Derivative [Line Items]
Total fuel price derivative instruments, gallons	[1]	7,857

[1] The settlement of the put and call option contracts is based upon the New York Mercantile Exchange’s New York Harbor Reformulated Gasoline Blendstock for Oxygenate Blending and the U.S. Department of Energy’s weekly retail on-highway diesel fuel price for the month.

XML

Reserves for Credit Losses - Additional Information (Detail) - customer	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Concentration Risk [Line Items]
Trade receivable payments period	30 days
Days past due when receivables are generally written off	150 days
Percentage of trade accounts receivables less than 60 days past due	98.00%	99.00%
Customer Concentration Risk [Member] | Accounts Receivable [Member]
Concentration Risk [Line Items]
Concentration risk, number of customers	0
Concentration risk, percentage	7.00%

XML

Derivative Instruments (Tables)

6 Months Ended

Jun. 30, 2015

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Put and Call Option Contracts

As of June 30, 2015, the Company had the following put and call option contracts related to the Company's commodity fuel price derivatives, which are not designated as hedging contracts and settle on a monthly basis:

	Aggregate Notional Amount (gallons) (a)
Fuel price derivative instruments – unleaded fuel
Option contracts settling July 2015 – March 2016	15,868
Fuel price derivative instruments – diesel
Option contracts settling July 2015 – March 2016	7,857
Total fuel price derivative instruments	23,725

^(a)  The settlement of the put and call option contracts is based upon the New York Mercantile Exchange’s New York Harbor Reformulated Gasoline Blendstock for Oxygenate Blending and the U.S. Department of Energy’s weekly retail on-highway diesel fuel price for the month.

Schedule of Forward and Spot Contracts related to Foreign Exchange Contracts

As of June 30, 2015, the Company had the following forward and spot contracts related to its foreign currency exchange contracts, which are not designated as hedging contracts and settle at various dates within approximately 40 days:

	Aggregate Notional Amount ($)
Foreign currency exchange contracts	383,788

Location and Amounts of Derivative Fair Values in Condensed Consolidated Balance Sheets

The following table presents information on the location and amounts of derivative fair values in the unaudited condensed consolidated balance sheets:

Derivatives Classified as Assets

Derivatives Classified as Liabilities

June 30, 2015

December 31, 2014

June 30, 2015

December 31, 2014

Derivatives Not Designated as Hedging Instruments

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Commodity contracts

Fuel price derivatives, at fair value

$

16,668

Fuel price derivatives, at fair value

$

40,969

Fuel price derivatives, at fair value

$

—

Fuel price derivatives, at fair value

$

—

Foreign currency exchange contracts

Other assets

$

—

Other assets

$

—

Other liabilities

$

1,433

Other liabilities

$

—

Location and Amounts of Derivative Gains and Losses in Condensed Consolidated Statements of Income

The following table presents information on the location and amounts of derivative gains and losses in the unaudited condensed consolidated statements of income:

		Amount of Gain or (Loss) Recognized in Income on  Derivative
Derivatives Not Designated as Hedging Instruments	Location of Gain or (Loss) Recognized in	Three months ended June 30,						Six months ended  June 30,
	Income on Derivative	2015			2014			2015			2014
Commodity contracts	Net realized and unrealized loss on fuel price derivatives	$	(6,000	)	$	(7,561	)	$	(3,251	)	$	(5,716	)
Foreign currency exchange contracts	Net foreign currency (loss) gain	$	(5,838	)	$	(1,284	)	21,967			$	(1,284	)

XML

Derivative Instruments - Forward and Spot Contracts on Foreign Currency Exchange Contracts (Details) - Jun. 30, 2015 - Foreign Currency Exchange Contract [Member] - Derivatives Not Designated as Hedging Instruments [Member] - USD ($) $ in Thousands	Total
Derivatives, Fair Value [Line Items]
Derivative, Higher Remaining Maturity Range	40 days
Aggregate Notional Amount	$ 383,788

XML

Segment Information - Reportable Segment Results (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Segment Reporting Disclosure [Line Items]
Total Revenues	$ 213,653	$ 201,581	$ 415,938	$ 383,649
Adjusted Pre-Tax Income before NCI	75,916	82,335	146,883	146,248
Operating Segments [Member]
Segment Reporting Disclosure [Line Items]
Total Revenues	213,653	201,581	415,938	383,649
Operating Interest Expense	1,357	1,599	2,936	2,887
Depreciation and Amortization	8,743	6,846	17,971	13,577
Adjusted Pre-Tax Income before NCI	75,916	82,335	146,883	146,248
Operating Segments [Member] | Fleet payment solutions [Member]
Segment Reporting Disclosure [Line Items]
Total Revenues	135,520	145,828	264,010	281,263
Operating Interest Expense	421	586	1,161	1,110
Depreciation and Amortization	6,975	6,436	14,433	12,813
Adjusted Pre-Tax Income before NCI	49,490	57,621	94,774	105,328
Operating Segments [Member] | Other payment solutions [Member]
Segment Reporting Disclosure [Line Items]
Total Revenues	78,133	55,753	151,928	102,386
Operating Interest Expense	936	1,013	1,775	1,777
Depreciation and Amortization	1,768	410	3,538	764
Adjusted Pre-Tax Income before NCI	$ 26,426	$ 24,714	$ 52,109	$ 40,920

XML

Segment Information

6 Months Ended

Jun. 30, 2015

Segment Reporting [Abstract]

Segment Information

16. Segment Information

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer. The operating segments are reviewed separately because each operating segment represents a strategic business unit that generally offers different products and serves different markets. The operating segments are aggregated into the two reportable segments as described below.

The Company’s chief operating decision maker evaluates the operating results of the Company’s operating and reportable segments based upon revenues and adjusted pre-tax income before NCI which adjusts income before income taxes to exclude fair value changes of fuel price derivative instruments, net foreign currency gains and losses, the amortization of acquired intangible assets, the expense associated with stock-based compensation, acquisition related expenses and adjustments, the net impact of tax rate changes on the Company’s deferred tax asset and related changes in the tax-receivable agreement, deferred loan costs associated with the extinguishment of debt, certain non-cash asset impairment charges, gains on the extinguishment of a portion of the tax receivable agreement, restructuring charges, gain or losses on divestitures and adjustments attributable to non-controlling interests.

The Company operates in two reportable segments, Fleet Payment Solutions and Other Payment Solutions. The Fleet Payment Solutions segment provides customers with payment and transaction processing services specifically designed for the needs of vehicle fleet customers. This segment also provides information management services to these fleet customers. The Other Payment Solutions segment provides customers with a payment processing solution for their corporate purchasing and transaction monitoring needs. Revenue in this segment is derived from our corporate purchase cards and virtual and prepaid card products. The corporate purchase card products are used by businesses to facilitate purchases of products and to utilize the Company’s information management capabilities. The results of operations for Evolution1 are presented in the Company's Other Payment Solutions segment. Evolution1 contributed net revenues of approximately $48,860 and are not significant to the adjusted pre-tax income before NCI. Management is currently evaluating its internal reporting structure and is in the process of determining the impact of the changes on the Company’s segment and goodwill reporting.

Net realized and unrealized losses on derivative instruments are allocated to the Fleet Payment Solutions segment in the computation of segment results for internal evaluation purposes. Total assets are not allocated to the segments.

Beginning in the second quarter of 2015, adjusted net income attributable to WEX Inc. excludes net foreign currency gains and losses. For comparative purposes, adjusted net income attributable to WEX Inc. for the prior periods has been adjusted to reflect the exclusion of net foreign currency gains and losses and differs from the figure previously reported due to this adjustment. Management believes this information is useful to investors to facilitate comparison of operating results and better identify trends in our businesses.

The following table presents the Company’s reportable segment results on an adjusted pre-tax net income before NCI basis for the three months ended June 30, 2015 and 2014:

	Total Revenues		Operating Interest Expense		Depreciation and Amortization		Adjusted Pre-Tax Income before NCI
Three months ended June 30, 2015
Fleet payment solutions	$	135,520	$	421	$	6,975	$	49,490
Other payment solutions	78,133		936		1,768		26,426
Total	$	213,653	$	1,357	$	8,743	$	75,916
Three months ended June 30, 2014
Fleet payment solutions	$	145,828	$	586	$	6,436	$	57,621
Other payment solutions	55,753		1,013		410		24,714
Total	$	201,581	$	1,599	$	6,846	$	82,335

The following table presents the Company’s reportable segment results on an adjusted pre-tax net income before NCI basis for the six months ended June 30, 2015 and 2014:

	Total  Revenues		Operating  Interest Expense		Depreciation and  Amortization		Adjusted Pre-Tax Income before NCI
Six months ended June 30, 2015
Fleet payment solutions	$	264,010	$	1,161	$	14,433	$	94,774
Other payment solutions	151,928		1,775		3,538		52,109
Total	$	415,938	$	2,936	$	17,971	$	146,883
Six months Ended June 30, 2014
Fleet payment solutions	$	281,263	$	1,110	$	12,813	$	105,328
Other payment solutions	102,386		1,777		764		40,920
Total	$	383,649	$	2,887	$	13,577	$	146,248

The following table reconciles adjusted pre-tax income before NCI to income before income taxes:

	Three months ended  June 30,						Six months ended  June 30,
	2015			2014			2015			2014
Adjusted pre-tax income before NCI	$	75,916		$	82,335		$	146,883		$	146,248
Unrealized loss on fuel price derivatives	(14,956		)	(4,896		)	(24,301		)	(2,073		)
Net foreign currency (loss) gain	(2,161		)	1,238			(6,537		)	2,271
Amortization of acquired intangible assets	(12,016		)	(8,330		)	(24,175		)	(16,617		)
Stock-based compensation	(3,942		)	(3,117		)	(7,160		)	(5,540		)
Expenses and adjustments related to acquisitions	—			(500		)	—			(500		)
Restructuring	—			—			(8,559		)	—
Gain on divestitures	—			—			1,215			—
Income before income taxes	$	42,841		$	66,730		$	77,366		$	123,789

XML

Goodwill and Other Intangible Assets - Changes in Intangible Assets (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Definite-lived intangible assets
Net Carrying Amount, January 1, 2015			$ 480,918
Amortization	$ (12,016)	$ (8,330)	(24,175)	$ (16,617)
Net Carrying Amount, June 30, 2015	445,606		445,606
Indefinite-lived intangible assets
Net Carrying Amount, January 1, 2015			497,297
Disposals			(3,216)
Impact of foreign currency translation			(8,179)
Net Carrying Amount, June 30, 2015	461,727		461,727
Trademarks and trade names [Member]
Definite-lived intangible assets
Disposals			0
Indefinite-lived intangible assets
Net Carrying Amount, January 1, 2015			16,379
Impact of foreign currency translation			(258)
Net Carrying Amount, June 30, 2015	16,121		16,121
Acquired software and developed technology [Member]
Definite-lived intangible assets
Net Carrying Amount, January 1, 2015			119,509
Amortization			(5,758)
Disposals			0
Impact of foreign currency translation			(1,597)
Net Carrying Amount, June 30, 2015	112,154		112,154
Customer Relationships [Member]
Definite-lived intangible assets
Net Carrying Amount, January 1, 2015			309,450
Amortization			(15,390)
Disposals			(2,329)
Impact of foreign currency translation			(3,389)
Net Carrying Amount, June 30, 2015	288,342		288,342
Licensing agreements [Member]
Definite-lived intangible assets
Net Carrying Amount, January 1, 2015			35,341
Amortization			(2,128)
Disposals			(164)
Impact of foreign currency translation			(2,934)
Net Carrying Amount, June 30, 2015	30,115		30,115
Patent [Member]
Definite-lived intangible assets
Net Carrying Amount, January 1, 2015			1,245
Amortization			(309)
Disposals			0
Impact of foreign currency translation			117
Net Carrying Amount, June 30, 2015	1,053		1,053
Trade names [Member]
Definite-lived intangible assets
Net Carrying Amount, January 1, 2015			15,373
Amortization			(590)
Disposals			(723)
Impact of foreign currency translation			(118)
Net Carrying Amount, June 30, 2015	$ 13,942		$ 13,942

XML

Business Acquisitions - Summary of Evolution1 Acquisition (Details) - USD ($) $ in Thousands		Jul. 16, 2014	Jun. 30, 2015	Dec. 31, 2014
Less:
Recorded goodwill			$ 1,089,271	$ 1,117,149
Evolution1 [Member]
Business Acquisition [Line Items]
Consideration paid (net of cash acquired)		$ 532,174
Less:
Accounts receivable		8,418
Accounts payable		(175)
Deferred tax liabilities, net		(68,768)
Other tangible assets and liabilities, net		(3,712)
Recorded goodwill		296,511
Acquired software and developed technology [Member] | Evolution1 [Member]
Less:
Finite-lived intangible assets	[1]	$ 70,000
Weighted average life		6 years 4 months 24 days
Customer Relationships [Member] | Evolution1 [Member]
Less:
Finite-lived intangible assets	[2]	$ 211,000
Weighted average life		9 years 8 months 12 days
Trademarks and trade names [Member] | Evolution1 [Member]
Less:
Finite-lived intangible assets	[3]	$ 7,900
Indefinite-lived intangible assets	[4]	$ 11,000
Weighted average life		9 years 10 months 24 days

[1] Weighted average life – 6.4 years.

[2] Weighted average life – 9.7 years.

[3] Weighted average life – 9.9 years.

[4] Indefinite-lived

XML

Restructuring Restructuring (Tables)

6 Months Ended

Jun. 30, 2015

Restructuring and Related Activities [Abstract]

Restructuring and Related Costs

The following table presents the Company’s restructuring charges for the six months ended June 30, 2015:

	Accrual Balance at December 31, 2014		Restructuring Charges	Reserve Release	Cash Paid	Impact of foreign currency translation		Accrual Balance at June 30, 2015
2015 Restructuring:
Employee separation costs	$	—	8,559	—	—	$	263	$	8,822

XML

Goodwill and Other Intangible Assets - Other Intangible Assets (Detail) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Other Intangible Assets [Line Items]
Gross Carrying Amount, Definite-lived intangible assets	$ 583,021	$ 600,609
Accumulated Amortization, Definite-lived intangible assets	(137,415)	(119,691)
Net Carrying Amount, Definite-lived intangible assets	445,606	480,918
Other intangible assets, net	461,727	497,297
Acquired software and developed technology [Member]
Other Intangible Assets [Line Items]
Gross Carrying Amount, Definite-lived intangible assets	148,481	150,458
Accumulated Amortization, Definite-lived intangible assets	(36,327)	(30,949)
Net Carrying Amount, Definite-lived intangible assets	112,154	119,509
Customer Relationships [Member]
Other Intangible Assets [Line Items]
Gross Carrying Amount, Definite-lived intangible assets	382,723	393,942
Accumulated Amortization, Definite-lived intangible assets	(94,381)	(84,492)
Net Carrying Amount, Definite-lived intangible assets	288,342	309,450
Licensing agreements [Member]
Other Intangible Assets [Line Items]
Gross Carrying Amount, Definite-lived intangible assets	32,590	35,726
Accumulated Amortization, Definite-lived intangible assets	(2,475)	(385)
Net Carrying Amount, Definite-lived intangible assets	30,115	35,341
Patent [Member]
Other Intangible Assets [Line Items]
Gross Carrying Amount, Definite-lived intangible assets	2,552	2,697
Accumulated Amortization, Definite-lived intangible assets	(1,499)	(1,452)
Net Carrying Amount, Definite-lived intangible assets	1,053	1,245
Trademarks and trade names [Member]
Other Intangible Assets [Line Items]
Gross Carrying Amount, Definite-lived intangible assets	16,675	17,786
Accumulated Amortization, Definite-lived intangible assets	(2,733)	(2,413)
Net Carrying Amount, Definite-lived intangible assets	13,942	15,373
Net Carrying Amount, Indefinite-lived intangible assets	$ 16,121	$ 16,379

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Non-controlling interests - Schedules of Non-controlling Interest (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Reconcilliation of Redeemable Noncontrolling Interest [Roll Forward]
Balance, beginning of period	$ 13,647	$ 19,338	$ 16,590	$ 18,729
Net gain (loss) attributable to redeemable non-controlling interest	670	(82)	659	(249)
Currency translation adjustment	675	476	(2,257)	1,252
Ending balance	14,992	19,732	14,992	19,732
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Balance, beginning of period			17,396
Net loss attributable to non-controlling interest	(92)	(484)	(2,404)	(946)
Ending balance	13,165		13,165
WEX Europe Services [Member]
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Balance, beginning of period	13,644	228	17,396	519
Non-controlling interest investment	0	1,033	0	1,033
Net loss attributable to non-controlling interest	(762)	(402)	(3,063)	(697)
Currency translation adjustment	283	0	(1,168)	(4)
Ending balance	$ 13,165	$ 859	$ 13,165	$ 859

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Fair Value - Assets and Liabilities Measured at Fair Value and Related Hierarchy Levels (Detail) - USD ($) $ in Thousands		Jun. 30, 2015		Dec. 31, 2014
Fair Value Measurements [Line Items]
Total available-for-sale securities		$ 18,672		$ 18,940
Executive deferred compensation plan trust		6,124	[1]	5,927	[2]
Total fuel price derivatives		16,668		40,969
Mortgage-backed securities [Member]
Fair Value Measurements [Line Items]
Total available-for-sale securities		665		810
Asset-backed securities [Member]
Fair Value Measurements [Line Items]
Total available-for-sale securities		996		1,165
Municipal bonds [Member]
Fair Value Measurements [Line Items]
Total available-for-sale securities		488		554
Equity securities [Member]
Fair Value Measurements [Line Items]
Total available-for-sale securities		16,523		16,411
Fuel price derivatives – unleaded fuel [Member]
Fair Value Measurements [Line Items]
Total fuel price derivatives		10,590	[3]	29,120	[4]
Fuel price derivatives – diesel [Member]
Fair Value Measurements [Line Items]
Total fuel price derivatives		6,078	[3]	11,849	[4]
Forward Contracts [Member]
Fair Value Measurements [Line Items]
Foreign currency exchange contracts	[1]	1,433
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Fair Value Measurements [Line Items]
Total available-for-sale securities		16,523		16,411
Executive deferred compensation plan trust		6,124	[1]	5,927	[2]
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Equity securities [Member]
Fair Value Measurements [Line Items]
Total available-for-sale securities		16,523		16,411
Significant Other Observable Inputs (Level 2) [Member]
Fair Value Measurements [Line Items]
Total available-for-sale securities		2,149		2,529
Total fuel price derivatives		10,590		29,120
Significant Other Observable Inputs (Level 2) [Member] | Mortgage-backed securities [Member]
Fair Value Measurements [Line Items]
Total available-for-sale securities		665		810
Significant Other Observable Inputs (Level 2) [Member] | Asset-backed securities [Member]
Fair Value Measurements [Line Items]
Total available-for-sale securities		996		1,165
Significant Other Observable Inputs (Level 2) [Member] | Municipal bonds [Member]
Fair Value Measurements [Line Items]
Total available-for-sale securities		488		554
Significant Other Observable Inputs (Level 2) [Member] | Fuel price derivatives – unleaded fuel [Member]
Fair Value Measurements [Line Items]
Total fuel price derivatives		10,590	[3]	29,120	[4]
Significant Other Observable Inputs (Level 3) [Member]
Fair Value Measurements [Line Items]
Total fuel price derivatives		6,078		11,849
Significant Other Observable Inputs (Level 3) [Member] | Fuel price derivatives – diesel [Member]
Fair Value Measurements [Line Items]
Total fuel price derivatives		$ 6,078	[3]	$ 11,849	[4]

[1] The fair value of these instruments is recorded in Other assets.

[2] The fair value of these instruments is recorded in Other assets.

[3] The balance sheet presentation combines unleaded fuel and diesel fuel positions.

[4] The balance sheet presentation combines unleaded fuel and diesel fuel positions.

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Reserves for Credit Losses - Related to Accounts Receivable (Detail) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Allowance for Doubtful Accounts Receivable [Roll Forward]
Balance, beginning of period	$ 13,919	$ 10,396
Provision for credit losses	7,897	15,893
Charge-offs	(15,019)	(17,515)
Recoveries of amounts previously charged-off	2,931	3,644
Currency translation	(63)	119
Balance, end of period	$ 9,665	$ 12,537

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Cash flows from operating activities
Net income	$ 46,433	$ 78,929
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Fair value change of fuel price derivatives	24,301	2,073
Stock-based compensation	7,160	5,540
Depreciation, amortization and impairment	43,687	31,383
Gain on divestiture	(1,215)	0
Deferred taxes	9,026	14,631
Foreign currency remeasurement	24,460	0
Restructuring charge	8,567	0
Provision for credit losses	7,897	15,893
Loss on disposal of property, equipment and capitalized software	119	338
Changes in operating assets and liabilities:
Accounts receivable	(244,537)	(499,349)
Other assets	(32,769)	(4,647)
Accounts payable	177,671	181,664
Accrued expenses	(19,133)	7,289
Income taxes	10,130	(2,707)
Other liabilities	(3,661)	350
Amounts due under tax receivable agreement	(5,121)	(4,749)
Net cash provided by (used for) operating activities	53,015	(173,362)
Cash flows from investing activities
Purchases of property, equipment and capitalized software	(27,701)	(22,604)
Purchases of available-for-sale securities	(174)	(2,654)
Maturities of available-for-sale securities	364	166
Proceeds from divestitures	17,265	0
Net cash used for investing activities	(10,246)	(25,092)
Cash flows from financing activities
Excess tax benefits from equity instrument share-based payment arrangements	653	1,232
Repurchase of share-based awards to satisfy tax withholdings	(2,371)	(3,375)
Proceeds from stock option exercises	24	158
Net change in deposits	(73,079)	162,442
Net change in borrowed federal funds	50,500	0
Other debt	(482)	22,262
Net activity on 2014 revolving credit facility	(168,829)	0
Net change in securitized debt	90,382	0
Net activity on term loan	(13,750)	(7,500)
Purchase of shares of treasury stock	(22,011)	(19,765)
Net cash (used for) provided by financing activities	(138,963)	155,454
Effect of exchange rate changes on cash and cash equivalents	(4,237)	537
Net change in cash and cash equivalents	(100,431)	(42,463)
Cash and cash equivalents, beginning of period	284,763	361,486
Cash and cash equivalents, end of period	184,332	319,023
Supplemental cash flow information
Interest paid	25,391	16,822
Income taxes paid	$ 11,309	$ 32,115

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Fair Value - Reconciliation of Beginning and Ending Balances for Assets (Liabilities) Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs (Level Three) (Detail) - Fuel price derivatives – diesel [Member] - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2015		Jun. 30, 2014		Jun. 30, 2015	Jun. 30, 2014
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 10,261		$ (623)		$ 11,848	$ (2,142)
Included in earnings	(4,183)	[1]	(1,302)	[1]	(5,770)	217
Included in other comprehensive income	0		0		0	0
Ending balance	$ 6,078		$ (1,925)		$ 6,078	$ (1,925)

[1] Gains and losses (realized and unrealized) associated with fuel price derivatives, included in earnings for the three months ended June 30, 2015 and 2014, are reported in net realized and unrealized losses on fuel price derivatives on the unaudited condensed consolidated statements of income.

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Business Acquisitions - Pro Forma Results of Operations of Evolution1 (Details) - Jun. 30, 2014 - Evolution1 [Member] - USD ($) $ / shares in Units, $ in Thousands	Total	Total
Business Acquisition [Line Items]
Revenue	$ 222,741	$ 428,011
Net income attributable to WEX Inc.	$ 37,180	$ 71,317
Pro forma net income attributable to WEX Inc. per common share:
Net income per share – basic (in usd per share)	$ 0.96	$ 1.83
Net income per share – diluted (in usd per share)	$ 0.95	$ 1.83

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Sale of Subsidiary and Assets (Tables)

6 Months Ended

Jun. 30, 2015

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures

The following is a summary of the allocation of the assets and liabilities sold:

Consideration received	$	49,664
Less:
Expenses associated with the sale	1,340
Accounts receivable	48,699
Accounts payable	(53,001		)
Other tangible assets and liabilities, net	828
Customer relationships	3,727
Trademarks and trade name	1,444
Goodwill	19,137
Gain on sale	$	27,490

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Business Acquisitions (Tables)

6 Months Ended

Jun. 30, 2015

Business Combinations [Abstract]

Schedule of Business Acquisitions, by Acquisition

The following is a summary of the preliminary allocation of the purchase price to the assets and liabilities acquired:

Consideration paid (net of cash acquired and consideration receivable)	$	379,458
Less:
Accounts receivable	303,376
Other tangible assets and liabilities, net	(8,365		)
Licensing agreements(a)	36,605
Customer relationships(b)	7,346
Recorded goodwill	$	40,496

^(a)  Weighted average life – 4.6 years.

^(b)  Weighted average life – 7.2 years.

The following is a summary of the allocation of the purchase price to the assets and liabilities acquired:

Consideration paid (net of cash acquired)	$	532,174
Less:
Accounts receivable	8,418
Accounts payable	(175		)
Deferred tax liabilities, net	(68,768		)
Other tangible assets and liabilities, net	(3,712		)
Acquired software and developed technology(a)	70,000
Customer relationships(b)	211,000
Trade name(c)	7,900
Trade name(d)	11,000
Recorded goodwill	$	296,511

^(a)  Weighted average life – 6.4 years.

^(b)  Weighted average life – 9.7 years.

^(c)  Weighted average life – 9.9 years.

^(d)  Indefinite-lived

The following is a summary of the preliminary allocation of the purchase price to the assets and liabilities acquired:

Consideration paid (net of cash acquired and consideration receivable)	$	379,458
Less:
Accounts receivable	303,376
Other tangible assets and liabilities, net	(8,365		)
Licensing agreements(a)	36,605
Customer relationships(b)	7,346
Recorded goodwill	$	40,496

^(a)  Weighted average life – 4.6 years.

^(b)  Weighted average life – 7.2 years.

Business Acquisition, Pro Forma Information

The following represents unaudited pro forma operational results as if Evolution1 had been included in the Company’s unaudited condensed consolidated statements of operations as of the beginning of the fiscal periods ended:

	Three Months Ended  June 30, 2014		Six months Ended  June 30, 2014
Revenue	$	222,741	$	428,011
Net income attributable to WEX Inc.	$	37,180	$	71,317
Pro forma net income attributable to WEX Inc. per common share:
Net income per share – basic	$	0.96	$	1.83
Net income per share – diluted	$	0.95	$	1.83

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Derivative Instruments - Put and Call Option Contracts (Phantom) (Detail)		6 Months Ended
		Jun. 30, 2015
Minimum [Member] | Unleaded Fuel [Member]
Derivative [Line Items]
Derivative settlement date	[1]	2015-07
Minimum [Member] | Diesel [Member]
Derivative [Line Items]
Derivative settlement date	[1]	2015-07
Maximum [Member] | Unleaded Fuel [Member]
Derivative [Line Items]
Derivative settlement date	[1]	2016-03
Maximum [Member] | Diesel [Member]
Derivative [Line Items]
Derivative settlement date	[1]	2016-03

[1] The settlement of the put and call option contracts is based upon the New York Mercantile Exchange’s New York Harbor Reformulated Gasoline Blendstock for Oxygenate Blending and the U.S. Department of Energy’s weekly retail on-highway diesel fuel price for the month.

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Sale of Subsidiary and Assets - Additional Information (Details) - USD ($) $ in Thousands			3 Months Ended		6 Months Ended
	Jan. 07, 2015	Jul. 29, 2014	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain on divestitures			$ 0	$ 0	$ 1,215	$ 0
Rapid! Paycard [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of subsidiary	$ 20,000
Gain on divestitures	$ 1,215
Pacific Pride [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of subsidiary		$ 49,664
Gain on divestitures		$ 27,490

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Reserves for Credit Losses (Tables)

6 Months Ended

Jun. 30, 2015

Receivables [Abstract]

Changes in Reserves for Credit Losses Related to Accounts Receivable

The following table presents changes in reserves for credit losses related to accounts receivable:

	Six months ended June 30,
	2015			2014
Balance, beginning of period	$	13,919		$	10,396
Provision for credit losses	7,897			15,893
Charge-offs	(15,019		)	(17,515		)
Recoveries of amounts previously charged-off	2,931			3,644
Currency translation	(63		)	119
Balance, end of period	$	9,665		$	12,537

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Goodwill and Other Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Changes in Goodwill

The changes in goodwill during the first six months of 2015 were as follows:

	Fleet Payment Solutions Segment			Other Payment Solutions Segment			Total
Gross goodwill, January 1, 2015	$	759,855		$	374,424		$	1,134,279
Impact of foreign currency translation	(13,409		)	(1,558		)	(14,967		)
Disposal of certain assets	(147		)	(12,386		)	(12,533		)
Gross goodwill, June 30, 2015	746,299			360,480			1,106,779
Accumulated impairment, June 30, 2015	(1,337		)	(16,171		)	(17,508		)
Net goodwill, June 30, 2015	$	744,962		$	344,309		$	1,089,271

Changes in Other Intangible Assets

The changes in other intangible assets during the first six months of 2015 were as follows:

	Net Carrying Amount, January 1, 2015		Amortization			Disposals			Impact of foreign currency translation			Net Carrying Amount, June 30, 2015
Definite-lived intangible assets
Acquired software and developed technology	$	119,509	$	(5,758	)	$	—		$	(1,597	)	$	112,154
Customer relationships	309,450		(15,390		)	(2,329		)	(3,389		)	288,342
Licensing agreements	35,341		(2,128		)	(164		)	(2,934		)	30,115
Patent	1,245		(309		)	—			117			1,053
Trade names	15,373		(590		)	(723		)	(118		)	13,942
Indefinite-lived intangible assets
Trademarks and trade names	16,379		—			—			(258		)	16,121
Total	$	497,297	$	(24,175	)	$	(3,216	)	$	(8,179	)	$	461,727

Estimated Amortization Expense Related to Definite Lived Intangible Assets

The following table presents the estimated amortization expense related to the definite-lived intangible assets listed above for the remainder of 2015 and for each of the five succeeding fiscal years:

Remaining 2015	$	24,190
2016	$	47,760
2017	$	47,406
2018	$	43,946
2019	$	40,623
2020	$	37,201

Other Intangible Assets

Other intangible assets, net consist of the following:

	June 30, 2015							December 31, 2014
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Definite-lived intangible assets
Acquired software and developed technology	$	148,481	$	(36,327	)	$	112,154	$	150,458	$	(30,949	)	$	119,509
Customer relationships	382,723		(94,381		)	288,342		393,942		(84,492		)	309,450
Licensing agreements	32,590		(2,475		)	30,115		35,726		(385		)	35,341
Patent	2,552		(1,499		)	1,053		2,697		(1,452		)	1,245
Trademarks and trade names	16,675		(2,733		)	13,942		17,786		(2,413		)	15,373
	$	583,021	$	(137,415	)	445,606		$	600,609	$	(119,691	)	480,918
Indefinite-lived intangible assets
Trademarks and trade names						16,121							16,379
Total						$	461,727						$	497,297

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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Statement of Stockholders' Equity [Abstract]
Changes in available-for-sale securities, tax effect	$ (29)	$ 131

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Earnings per Share (Tables)

6 Months Ended

Jun. 30, 2015

Earnings Per Share [Abstract]

Reconciliation of Income and Share Data Used in Basic and Diluted Earnings Per Share Computations

The following is a reconciliation of the income and share data used in the basic and diluted earnings per share computations for the three and six months ended June 30, 2015 and 2014:

	Three months ended  June 30,				Six months ended  June 30,
	2015		2014		2015		2014
Net earnings attributable to WEX Inc. available for common stockholders – Basic and Diluted	$	26,492	$	43,333	$	48,837	$	79,875
Weighted average common shares outstanding – Basic	38,739		38,856		38,798		38,911
Unvested restricted stock units	43		68		65		96
Stock options	17		22		17		24
Weighted average common shares outstanding – Diluted	38,799		38,946		38,880		39,031

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Business Acquisitions - Additional Information (Detail)		3 Months Ended		5 Months Ended	6 Months Ended
	Jul. 16, 2014 USD ($)	Dec. 31, 2014 USD ($)	Sep. 30, 2014 USD ($)	Dec. 01, 2014 USD ($) Country	Jun. 30, 2015 USD ($)
ESSO Portfolio [Member]
Business Acquisition [Line Items]
Percent of ownership interest acquired				75.00%
Consideration paid (net of cash acquired)			$ 80,000,000	$ 379,458,000
Number of countries the purchased fleet fuel card program operates | Country				9
Increase (decrease) in goodwill		$ 405,000
Increase (decrease) in accounts receivable		(2,000)
Increase (decrease) in licensing agreements intangible asset		(374,000)
Increase (decrease) in other tangible assets and liabilities, net		345,000
Evolution1 [Member]
Business Acquisition [Line Items]
Consideration paid (net of cash acquired)	$ 532,174,000
Increase (decrease) in goodwill		0
Payments to acquire business, gross	$ 532,174,000
Increase (decrease) in intangible assets		0
Increase (decrease) in deferred income tax liabilities					$ 252
Changes to statements of operations and cash flows					$ 0
Customer Relationships [Member] | ESSO Portfolio [Member]
Business Acquisition [Line Items]
Increase (decrease) in customer relationship intangible asset		$ (374,000)

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Earnings per Share - Reconciliation of Income and Share Data Used in Basic and Diluted Earnings Per Share Computations (Detail) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Earnings Per Share [Abstract]
Net earnings attributable to WEX Inc. available for common stockholders – Basic and Diluted	$ 26,492	$ 43,333	$ 48,837	$ 79,875
Weighted average common shares outstanding – Basic (in shares)	38,739	38,856	38,798	38,911
Unvested restricted stock units (in shares)	43	68	65	96
Stock options (in shares)	17	22	17	24
Weighted average common shares outstanding – Diluted (in shares)	38,799	38,946	38,880	39,031

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Segment Information - Reconciliation of Adjusted Pre-Tax Income Before NCI to Income Before Income Taxes (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Segment Reporting [Abstract]
Adjusted Pre-Tax Income before NCI	$ 75,916	$ 82,335	$ 146,883	$ 146,248
Unrealized gain (loss) on fuel price derivatives	(14,956)	(4,896)	(24,301)	(2,073)
Net foreign currency (loss) gain	(2,161)	1,238	(6,537)	2,271
Amortization of acquired intangible assets	(12,016)	(8,330)	(24,175)	(16,617)
Stock-based compensation	(3,942)	(3,117)	(7,160)	(5,540)
Expenses and adjustments related to acquisitions	0	(500)	0	(500)
Restructuring	0	0	(8,559)	0
Gain on divestitures	0	0	1,215	0
Income before income taxes	$ 42,841	$ 66,730	$ 77,366	$ 123,789

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CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Assets
Cash and cash equivalents	$ 184,332	$ 284,763
Accounts receivable (less reserve for credit losses of $9,665 in 2015 and $13,919 in 2014)	1,972,141	1,865,538
Securitized accounts receivable, restricted	104,259	0
Income taxes receivable	0	6,859
Available-for-sale securities	18,672	18,940
Fuel price derivatives, at fair value	16,668	40,969
Property, equipment and capitalized software (net of accumulated depreciation of $176,950 in 2015 and $169,382 in 2014)	114,729	105,596
Deferred income taxes, net	11,415	5,764
Goodwill	1,089,271	1,117,149
Other intangible assets, net	461,727	497,297
Other assets	206,559	175,506
Total assets	4,179,773	4,118,381
Liabilities and Stockholders’ Equity
Accounts payable	596,526	425,956
Accrued expenses	125,865	137,227
Income taxes payable	3,032	0
Deposits	905,193	979,553
Securitized debt	89,176	0
Borrowed federal funds	50,500	0
Revolving line-of-credit facilities and term loan	720,970	901,564
Deferred income taxes, net	58,766	44,004
Notes outstanding	400,000	400,000
Other debt	51,446	52,975
Amounts due under tax receivable agreement	64,516	69,637
Other liabilities	10,837	13,154
Total liabilities	$ 3,076,827	$ 3,024,070
Commitments and contingencies (Note 14)
Redeemable non-controlling interest	$ 14,992	$ 16,590
Stockholders’ Equity
Common stock $0.01 par value; 175,000 shares authorized; 43,077 shares issued in 2015 and 43,021 in 2014; 38,745 shares outstanding in 2015 and 38,897 in 2014	431	430
Additional paid-in capital	183,655	179,077
Non-controlling interest	13,165	17,396
Retained earnings	1,130,567	1,081,730
Accumulated other comprehensive income	(67,522)	(50,581)
Less treasury stock at cost; 4,428 shares in 2015 and 4,218 shares in 2014	(172,342)	(150,331)
Total stockholders’ equity	1,087,954	1,077,721
Total liabilities and stockholders’ equity	$ 4,179,773	$ 4,118,381

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Sale of Subsidiary and Assets - Summary of Sale of Pacific Pride LLC (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
	Jul. 29, 2014	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain on divestitures		$ 0	$ 0	$ 1,215	$ 0
Pacific Pride [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Consideration received	$ 49,664
Expenses associated with the sale	1,340
Accounts receivable	48,699
Accounts payable	(53,001)
Other tangible assets and liabilities, net	828
Goodwill	19,137
Gain on divestitures	27,490
Pacific Pride [Member] | Customer Relationships [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Intangible assets	3,727
Pacific Pride [Member] | Trademarks and trade names [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Intangible assets	$ 1,444

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Statement of Comprehensive Income [Abstract]
Changes in available-for-sale securities, tax effect	$ (82)	$ 88	$ (29)	$ 131

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Derivative Instruments - Location and Amounts of Derivative Gains and Losses in Condensed Consolidated Statements of Income (Detail) - Derivatives Not Designated as Hedging Instruments [Member] - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Commodity contracts [Member] | Net realized and unrealized gains (losses) on fuel price derivatives [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain or (Loss) Recognized in Income on Derivative	$ (6,000)	$ (7,561)	$ (3,251)	$ (5,716)
Foreign Currency Exchange Contract [Member] | Net unrealized gain (loss) on currency forward contracts [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain or (Loss) Recognized in Income on Derivative	$ (5,838)	$ (1,284)	$ 21,967	$ (1,284)

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Accumulated Other Comprehensive Income (Tables)

6 Months Ended

Jun. 30, 2015

Equity [Abstract]

Reconciliation of Accumulated Other Comprehensive Income

	2015						2014
	Unrealized Gains and Losses on Available- for-Sale Securities			Foreign Currency Items			Unrealized Gains and Losses on Available- for-Sale Securities			Foreign Currency Items
Beginning balance	$	(129	)	$	(50,452	)	$	(433	)	$	(15,062	)
Other comprehensive (loss) income	(49		)	(16,892		)	226			21,406
Ending balance	$	(178	)	$	(67,344	)	$	(207	)	$	6,344

A reconciliation of accumulated other comprehensive income for the three month periods ended June 30, 2015 and 2014, is as follows:

	2015						2014
	Unrealized Gains and Losses on Available- for-Sale Securities			Foreign Currency Items			Unrealized Gains and Losses on Available- for-Sale Securities			Foreign Currency Items
Beginning balance	$	(38	)	$	(75,135	)	$	(359	)	$	(1,063	)
Other comprehensive (loss) income	(140		)	7,791			152			7,407
Ending balance	$	(178	)	$	(67,344	)	$	(207	)	$	6,344

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Accumulated Other Comprehensive Income - Reconciliation of Accumulated Other Comprehensive Income (Detail) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance			$ (50,581,000)
Ending balance	$ (67,522,000)		(67,522,000)
Unrealized Gains and Losses on Available-for-Sale Securities [Member]
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance	(38,000)	$ (359,000)	(129,000)	$ (433,000)
Other comprehensive (loss) income	(140,000)	152,000	(49,000)	226,000
Ending balance	(178,000)	(207,000)	(178,000)	(207,000)
Reclassified from accumulated other comprehensive income	0	0	0	0
Accumulated other comprehensive income (loss), tax	933,000	364,000	933,000	364,000
Foreign Currency Items [Member]
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance	(75,135,000)	(1,063,000)	(50,452,000)	(15,062,000)
Other comprehensive (loss) income	7,791,000	7,407,000	(16,892,000)	21,406,000
Ending balance	$ (67,344,000)	$ 6,344,000	$ (67,344,000)	$ 6,344,000

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Income Taxes

6 Months Ended

Jun. 30, 2015

Income Tax Disclosure [Abstract]

Income Taxes

13. Income Taxes

Undistributed earnings of certain foreign subsidiaries of the Company amounted to $11,494 at June 30, 2015, and $7,733 at December 31, 2014. These earnings are considered to be indefinitely reinvested, and accordingly, no U.S. federal and state income taxes have been provided thereon. Upon distribution of these earnings in the form of dividends or otherwise, the Company would be subject to both U.S. income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to the various foreign countries. The Company has determined that the amount of taxes attributable to these undistributed earnings is not practicably determinable.

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Non-controlling interests (Tables)

6 Months Ended

Jun. 30, 2015

Noncontrolling Interest [Abstract]

Redeemable Noncontrolling Interest

A reconciliation of redeemable non-controlling interest for the three and six month periods ended June 30, 2015 and June 30, 2014, is as follows:

	Three months ended  June 30,					Six months ended  June 30,
	2015		2014			2015			2014
Balance, beginning of period	$	13,647	$	19,338		$	16,590		$	18,729
Net gain (loss) attributable to redeemable non-controlling interest	670		(82		)	659			(249		)
Currency translation adjustment	675		476			(2,257		)	1,252
Ending balance	$	14,992	$	19,732		$	14,992		$	19,732

Summary of Noncontrolling Interests

A reconciliation of non-controlling interest for the three and six month periods ended June 30, 2015 and June 30, 2014 is as follows:

	Three months ended  June 30,						Six months ended  June 30,
	2015			2014			2015			2014
Balance, beginning of period	$	13,644		$	228		$	17,396		$	519
Non-controlling interest investment	—			1,033			—			1,033
Net loss attributable to non-controlling interest	(762		)	(402		)	(3,063		)	(697		)
Currency translation adjustment	283			—			(1,168		)	4
Ending balance	$	13,165		$	859		$	13,165		$	859

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Restructuring

6 Months Ended

Jun. 30, 2015

Restructuring and Related Activities [Abstract]

Restructuring

15. Restructuring

In the first half of 2015 the Company recorded initial restructuring costs of approximately $8,559 related to the Company's global review of operations. This global review identified certain initiatives to further streamline the business, improve the Company's efficiency, and to globalize the Company's operations, all with an objective to improve scale and increase profitability going forward. The costs related to this initiative are employee termination benefits. No costs were paid during the second quarter of 2015. These costs are expected to be paid during the remainder of 2015 and 2016. The Company has determined that the amount of expense related to this program is probable and estimable and has recorded the impact on the unaudited condensed consolidated statements of income and in Accrued expenses on the unaudited condensed consolidated balance sheet.

The following table presents the Company’s restructuring charges for the six months ended June 30, 2015:

	Accrual Balance at December 31, 2014		Restructuring Charges	Reserve Release	Cash Paid	Impact of foreign currency translation		Accrual Balance at June 30, 2015
2015 Restructuring:
Employee separation costs	$	—	8,559	—	—	$	263	$	8,822

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Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Income Tax Disclosure [Abstract]
Undistributed earnings of certain foreign subsidiaries	$ 11,494	$ 7,733

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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Treasury Stock [Member]	Retained Earnings [Member]	Non-controlling interest in subsidiaries [Member]
Beginning Balance (in shares) at Dec. 31, 2013		38,987
Beginning Balance at Dec. 31, 2013	$ 903,297	$ 429	$ 168,891	$ (15,495)	$ (130,566)	$ 879,519	$ 519
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock issued upon exercise of stock options (in shares)		12
Stock issued upon exercise of stock options	158	$ 0	158
Tax benefit (expense) from stock option and restricted stock units	1,232		1,232
Stock issued upon vesting of restricted and deferred stock units (in shares)		76
Stock issued upon vesting of restricted and deferred stock units	0	$ 1	(1)
Stock-based compensation, net of share repurchases for tax withholdings	2,165		2,165
Purchase of shares of treasury stock (in shares)		(211)
Purchase of shares of treasury stock	(19,765)				(19,765)
Changes in available-for-sale securities, net of tax effect of $131 in 2014 and $29 in 2015	226			226
Foreign currency translation	21,410			21,406			4
Non-controlling interest investment	1,033						1,033
Net income (loss)	79,178					79,875	(697)
Ending Balance (in shares) at Jun. 30, 2014		38,864
Ending Balance at Jun. 30, 2014	988,934	$ 430	172,445	6,137	(150,331)	959,394	859
Beginning Balance (in shares) at Dec. 31, 2014		38,897
Beginning Balance at Dec. 31, 2014	1,077,721	$ 430	179,077	(50,581)	(150,331)	1,081,730	17,396
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock issued upon exercise of stock options (in shares)		2
Stock issued upon exercise of stock options	24	$ 0	24
Tax benefit (expense) from stock option and restricted stock units	(234)		(234)
Stock issued upon vesting of restricted and deferred stock units (in shares)		56
Stock issued upon vesting of restricted and deferred stock units	0	$ 1	(1)
Stock-based compensation, net of share repurchases for tax withholdings	4,789		4,789
Purchase of shares of treasury stock (in shares)		(210)
Purchase of shares of treasury stock	(22,011)				(22,011)
Changes in available-for-sale securities, net of tax effect of $131 in 2014 and $29 in 2015	(49)			(49)
Foreign currency translation	(18,060)						(1,168)
Non-controlling interest investment	0						0
Net income (loss)	45,774					48,837	(3,063)
Ending Balance (in shares) at Jun. 30, 2015		38,745
Ending Balance at Jun. 30, 2015	$ 1,087,954	$ 431	$ 183,655	$ (67,522)	$ (172,342)	$ 1,130,567	$ 13,165

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Accounts receivable, reserve for credit losses	$ 9,665	$ 13,919
Property, equipment and capitalized software, accumulated depreciation	$ 176,950	$ 169,382
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	175,000,000	175,000,000
Common stock, shares issued	43,077,000	43,021,000
Common stock, shares outstanding	38,745,000	38,897,000
Treasury stock, shares	4,428,000	4,218,000

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Derivative Instruments

6 Months Ended

Jun. 30, 2015

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments

8. Derivative Instruments

The Company is exposed to certain market risks relating to its ongoing business operations. Derivative instruments are utilized to manage the Company's commodity price risk. The Company enters into put and call option contracts related to the Company’s commodity price risk, which are based on the wholesale price of gasoline and the retail price of diesel fuel and settle on a monthly basis. These put and call option contracts, or fuel price derivative instruments, are designed to reduce the volatility of the Company’s cash flows associated with its fuel price-related earnings exposure in North America.

During the fourth quarter of 2014 the Company suspended purchases under its fuel derivatives program due to unusually low prices in the commodities market. Management will continue to monitor the fuel price market and evaluate its alternatives as it relates to this hedging program. For the third quarter of 2015, the Company has purchased fuel price sensitive derivative instruments to hedge approximately 60 percent of our anticipated U.S. fuel-price related earnings exposure. For the fourth quarter of 2015 and first quarter of 2016, the amount hedged declines to 40 percent and 20 percent, respectively. At this time, there are no hedges beyond the first quarter of 2016.

Beginning in April 2014, the Company initiated a partial foreign currency exchange hedging program. The Company uses currency forward contracts to offset the foreign currency impact of balance sheet translation. Prior to the first quarter of 2015, the Company managed foreign currency exchange exposure on an intra-quarter basis. Beginning in the first quarter of 2015, the Company held foreign currency exchange contracts that were outstanding over the quarter-end period, minimized foreign cash balances, and expanded the scope of its hedging program to include more currencies. The Company plans to discontinue the foreign currency hedging program in August of 2015. The realized and unrealized gains or losses on the currency forward contracts are reported in earnings within the same unaudited condensed consolidated statement of income line as the impact of the foreign currency translation, net foreign currency (loss) gain.

Accounting guidance requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the unaudited condensed consolidated balance sheet. The Company’s fuel price derivative instruments and foreign currency instruments do not qualify for hedge accounting treatment, and therefore, no such hedging designation has been made.

Derivatives Not Designated as Hedging Instruments

For derivative instruments that are not designated as hedging instruments, the gain or loss on the derivative is recognized in current earnings.

As of June 30, 2015, the Company had the following put and call option contracts related to the Company's commodity fuel price derivatives, which are not designated as hedging contracts and settle on a monthly basis:

	Aggregate Notional Amount (gallons) (a)
Fuel price derivative instruments – unleaded fuel
Option contracts settling July 2015 – March 2016	15,868
Fuel price derivative instruments – diesel
Option contracts settling July 2015 – March 2016	7,857
Total fuel price derivative instruments	23,725

^(a)  The settlement of the put and call option contracts is based upon the New York Mercantile Exchange’s New York Harbor Reformulated Gasoline Blendstock for Oxygenate Blending and the U.S. Department of Energy’s weekly retail on-highway diesel fuel price for the month.

As of June 30, 2015, the Company had the following forward and spot contracts related to its foreign currency exchange contracts, which are not designated as hedging contracts and settle at various dates within approximately 40 days:

	Aggregate Notional Amount ($)
Foreign currency exchange contracts	383,788

The following table presents information on the location and amounts of derivative fair values in the unaudited condensed consolidated balance sheets:

Derivatives Classified as Assets

Derivatives Classified as Liabilities

June 30, 2015

December 31, 2014

June 30, 2015

December 31, 2014

Derivatives Not Designated as Hedging Instruments

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Commodity contracts

Fuel price derivatives, at fair value

$

16,668

Fuel price derivatives, at fair value

$

40,969

Fuel price derivatives, at fair value

$

—

Fuel price derivatives, at fair value

$

—

Foreign currency exchange contracts

Other assets

$

—

Other assets

$

—

Other liabilities

$

1,433

Other liabilities

$

—

The following table presents information on the location and amounts of derivative gains and losses in the unaudited condensed consolidated statements of income:

		Amount of Gain or (Loss) Recognized in Income on  Derivative
Derivatives Not Designated as Hedging Instruments	Location of Gain or (Loss) Recognized in	Three months ended June 30,						Six months ended  June 30,
	Income on Derivative	2015			2014			2015			2014
Commodity contracts	Net realized and unrealized loss on fuel price derivatives	$	(6,000	)	$	(7,561	)	$	(3,251	)	$	(5,716	)
Foreign currency exchange contracts	Net foreign currency (loss) gain	$	(5,838	)	$	(1,284	)	21,967			$	(1,284	)

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Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Jul. 24, 2015
Document And Entity Information [Abstract]
Entity Registrant Name	WEX INC.
Trading Symbol	WEX
Entity Central Index Key	0001309108
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Jun. 30, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity Common Stock, Shares Outstanding		38,652,393

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Financing and Other Debt

6 Months Ended

Jun. 30, 2015

Debt Disclosure [Abstract]

Financing and Other Debt

9. Financing and Other Debt

2014 Credit Agreement

As of June 30, 2015, the Company has $248,470 of borrowings against its $700,000 revolving credit facility. The outstanding debt under the Company's amortizing term loan arrangement, which expires in January of 2018, totaled $472,500 at June 30, 2015 and $486,250 at December 31, 2014. As of June 30, 2015, amounts outstanding under the amortizing term loan bear interest at a rate of LIBOR plus 225 basis points. The revolving credit facility currently bears interest at a rate equal to, at our option, (a) LIBOR plus 225 basis points, (b) the prime rate plus 125 basis points for our domestic borrowings; and the Eurocurrency rate plus 225 basis points for our international borrowings.

Borrowed Federal Funds

In the second quarter of 2015, the Company increased its federal funds lines of credit by $135,000 to $260,000. As of June 30, 2015, the Company had $50,500 outstanding, at a rate of 0.375 percent, on its $260,000 federal funds lines of credit. As of December 31, 2014 the Company had no outstanding balance on its $125,000 of available credit on these lines.

UNIK debt

UNIK had approximately $6,446 of debt as of June 30, 2015, and $7,975 of debt as of December 31, 2014. UNIK's debt is comprised of various credit facilities held in Brazil, with various maturity dates. The weighted average annual interest rate was 13.5 percent as of June 30, 2015, and 13.9 percent as of December 31, 2014. This debt is classified in Other debt on the Company’s unaudited condensed consolidated balance sheets for the periods presented.

Participation debt

During the second quarter of 2014, WEX Bank entered into an agreement with a third party bank to fund a customer balance that exceeded WEX Bank's lending limit to an individual customer. This borrowing carries a variable interest rate of 3-month LIBOR plus a margin of 2.25 percent.  The balance of the debt as of both June 30, 2015 and December 31, 2014, was $45,000. The participation debt balance will fluctuate on a daily basis based on customer funding needs, and will range from $0 to $45,000. The participation debt agreement will mature on April 1, 2016. This debt is classified in Other debt on the Company’s unaudited condensed consolidated balance sheets for the periods presented. 

Securitization facility

On April 28, 2015, the Company entered into a one year securitized debt agreement with a bank. Under the terms of the agreement, each month, on a revolving basis, the Company sells certain of its Australian receivables to a bankruptcy-remote subsidiary consolidated by the Company ("Securitization Subsidiary"). The Securitization Subsidiary, in turn, uses the receivables as collateral to issue asset-backed commercial paper ("securitized debt") for approximately 85 percent of the securitized receivables. The amount collected on the securitized receivables is restricted to pay the securitized debt and is not available for general corporate purposes.

The Company pays a variable interest rate on the outstanding balance of the securitized debt, based on the Australian Bank Bill Rate plus an applicable margin. The interest rate as of June 30, 2015, was 2.89 percent. As of June 30, 2015, the Company had $89,176 of securitized debt.

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CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Revenues
Fleet payment solutions	$ 135,520	$ 145,828	$ 264,010	$ 281,263
Other payment solutions	78,133	55,753	151,928	102,386
Total revenues	213,653	201,581	415,938	383,649
Expenses
Salary and other personnel	59,091	43,426	117,508	87,328
Restructuring	0	0	8,559	0
Service fees	33,941	27,831	64,011	54,136
Provision for credit losses	3,983	6,803	7,897	15,893
Technology leasing and support	10,021	7,151	19,455	14,178
Occupancy and equipment	5,034	3,761	10,031	8,127
Depreciation, amortization and impairment	20,759	15,176	42,146	30,194
Operating interest expense	1,357	1,599	2,936	2,887
Cost of hardware and equipment sold	684	2,255	1,793	3,203
Other	15,865	13,250	31,659	25,837
Gain on divestiture	0	0	(1,215)	0
Total operating expenses	150,735	121,252	304,780	241,783
Operating income	62,918	80,329	111,158	141,866
Financing interest expense	(11,916)	(7,276)	(24,004)	(14,632)
Net foreign currency (loss) gain	(2,161)	1,238	(6,537)	2,271
Net realized and unrealized loss on fuel price derivative instruments	(6,000)	(7,561)	(3,251)	(5,716)
Income before income taxes	42,841	66,730	77,366	123,789
Income taxes	16,441	23,881	30,933	44,860
Net income	26,400	42,849	46,433	78,929
Less: Net loss attributable to non-controlling interests	(92)	(484)	(2,404)	(946)
Net earnings attributable to WEX Inc.	$ 26,492	$ 43,333	$ 48,837	$ 79,875
Net earnings attributable to WEX Inc. per share:
Basic (in dollars per share)	$ 0.68	$ 1.12	$ 1.26	$ 2.05
Diluted (in dollars per share)	$ 0.68	$ 1.11	$ 1.26	$ 2.05
Weighted average common shares outstanding:
Basic (in shares)	38,739	38,856	38,798	38,911
Diluted (in shares)	38,799	38,946	38,880	39,031

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Business Acquisitions

6 Months Ended

Jun. 30, 2015

Business Combinations [Abstract]

Business Acquisitions

3. Business Acquisitions

Esso portfolio in Europe

On December 1, 2014, the Company acquired certain assets of the Esso portfolio in Europe through a majority owned subsidiary, WEX Europe Services Limited. The Company formed this entity during 2013 and has 75 percent ownership. The Company paid $379,458 in cash, which includes an $80,000 advance payment made in the third quarter of 2014. The transaction was financed through the Company’s cash on hand and existing credit facility. Under the terms of the transaction, WEX purchased ExxonMobil’s commercial fleet fuel card program which includes operations, funding, pricing, sales and marketing in nine countries in Europe. As part of the transaction, both parties have agreed to enter into a long term supply agreement to serve the current and future Esso Card customers and to grow the business. The Company entered into this transaction in order to expand its presence in the European market and to broaden its international footprint, while laying the foundation for further expansion.

During the fourth quarter of 2014, the Company obtained preliminary information to assist in determining the fair values of certain tangible and intangible assets acquired and liabilities assumed in the Esso portfolio in Europe transaction. During the first six months of 2015, the Company obtained additional information to assist in determining the fair values of certain tangible and intangible assets acquired and liabilities assumed as of the acquisition date. Based on such information, the Company retrospectively adjusted the fiscal year 2014 comparative information resulting in an increase in goodwill of $405, a decrease in accounts receivable of $2, a decrease in the customer relationship intangible asset of $374, a decrease in the licensing agreements intangible asset of $374, and an increase in other tangible assets and liabilities, net, including consideration receivable of $345. Based on such information, the Company recorded intangible assets and goodwill as described below. The Company is still reviewing the valuation as well as performing procedures to verify the completeness and accuracy of the data used in the independent valuation of all assets and liabilities. The Company has not finalized the purchase accounting. Goodwill related to this transaction is expected to be deductible for income tax purposes. The results of operations for the Esso portfolio in Europe are presented in the Company's Fleet Payment Solutions segment.

The following is a summary of the preliminary allocation of the purchase price to the assets and liabilities acquired:

Consideration paid (net of cash acquired and consideration receivable)	$	379,458
Less:
Accounts receivable	303,376
Other tangible assets and liabilities, net	(8,365		)
Licensing agreements(a)	36,605
Customer relationships(b)	7,346
Recorded goodwill	$	40,496

^(a)  Weighted average life – 4.6 years.

^(b)  Weighted average life – 7.2 years.

Supplemental pro forma financial information related to the Esso portfolio in Europe acquisition has not been provided as it would be impracticable to do so. Historical financial information regarding the acquired assets is not accessible and, thus, the amounts would require estimates to be significant and render the disclosure irrelevant.

Acquisition of Evolution1

On July 16, 2014, the Company acquired all of the outstanding stock of Evolution1, a leading provider of cloud-based technology and payment solutions within the healthcare industry, for approximately $532,174 in cash. The transaction was financed through the Company’s cash on hand and existing credit facility. Evolution1 developed and operates an all-in-one, multi-tenant technology platform, card products, and mobile offering that supports a full range of healthcare account types. This includes consumer-directed payments for health savings accounts, health reimbursement arrangements, flexible spending accounts, voluntary employee beneficiary associations, and defined contribution and wellness programs. The Company acquired Evolution1 to enhance the Company's capabilities and positioning in the growing healthcare market.

During the third quarter of 2014, the Company obtained preliminary information to assist in determining the fair values of certain tangible and intangible assets acquired and liabilities assumed in the Evolution1 acquisition. During the fourth quarter of 2014 and the first half of 2015, the Company obtained additional information to assist in determining the fair values of certain tangible and intangible assets acquired and liabilities assumed as of the acquisition date. Based on such information, the Company retrospectively adjusted the fiscal year 2014 comparative information resulting in an increase in goodwill of $379, an increase in other tangible assets and liabilities of $127, and an increase in deferred income tax liabilities of $252. There were no changes to the previously reported consolidated statements of operations or statements of cash flows. The valuation of all assets and liabilities have been finalized. Evolution1 had previously recorded goodwill on its financial statements from a prior acquisition, some of which is expected to be deductible for tax purposes. The results of operations for Evolution1 are presented in the Company's Other Payment Solutions segment.

The following is a summary of the allocation of the purchase price to the assets and liabilities acquired:

Consideration paid (net of cash acquired)	$	532,174
Less:
Accounts receivable	8,418
Accounts payable	(175		)
Deferred tax liabilities, net	(68,768		)
Other tangible assets and liabilities, net	(3,712		)
Acquired software and developed technology(a)	70,000
Customer relationships(b)	211,000
Trade name(c)	7,900
Trade name(d)	11,000
Recorded goodwill	$	296,511

^(a)  Weighted average life – 6.4 years.

^(b)  Weighted average life – 9.7 years.

^(c)  Weighted average life – 9.9 years.

^(d)  Indefinite-lived

The following represents unaudited pro forma operational results as if Evolution1 had been included in the Company’s unaudited condensed consolidated statements of operations as of the beginning of the fiscal periods ended:

	Three Months Ended  June 30, 2014		Six months Ended  June 30, 2014
Revenue	$	222,741	$	428,011
Net income attributable to WEX Inc.	$	37,180	$	71,317
Pro forma net income attributable to WEX Inc. per common share:
Net income per share – basic	$	0.96	$	1.83
Net income per share – diluted	$	0.95	$	1.83

The pro forma financial information assumes that the companies were combined as of January 1, 2013, and includes the business combination accounting impact from the acquisition, including acquisition related expenses, amortization charges from acquired intangible assets, interest expense for debt incurred in the acquisition and net income tax effects. The pro forma results of operations do not include any cost savings or other synergies that may result from the acquisition or any estimated integration costs that have been or will be incurred by the Company. The pro forma information as presented above is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal year 2014.

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New Accounting Standards

6 Months Ended

Jun. 30, 2015

Accounting Changes and Error Corrections [Abstract]

New Accounting Standards

2. New Accounting Standards

In May 2014, the FASB issued ASU 2014-09 related to revenue recognition, which will supersede most existing revenue recognition guidance under U.S. GAAP. The new revenue recognition standard requires entities to recognize revenue for the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard permits the use of either the retrospective or cumulative effect transition method. On July 9, 2015, the the Board voted to defer the effective date by one year to interim and annual reporting periods beginning after December 15, 2017, and permitted early adoption of the standard, but not for periods beginning on or before the original effective date of December 15, 2016. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method.

In April 2015, the FASB issued ASU 2015-03 related to the simplification of the presentation of debt issuance costs. The standard requires entities to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. The new standard is effective for interim and annual reporting periods beginning after December 15, 2015. Early adoption is permitted. Entities would apply the new guidance retrospectively to all prior periods and provide the applicable disclosures for a change in accounting principal: (i) the nature of and reason for the change in accounting principle; (ii) the transition method; (iii) a description of the prior-period information that has been retrospectively adjusted; and, (iv) the effect of the change on the financial statement line item. The adoption of this standard affects presentation only and, as such, is not expected to have a material impact on the Company's consolidated financial statements.

In April 2015, the FASB issued ASU 2015-04 related to using a practical expedient for the measurement date of an employer’s defined benefit obligation and plan assets.The new standard gives an entity with a fiscal year-end that does not coincide with a calendar month-end the ability, as a practical expedient, to measure its defined benefit retirement obligations and related plan assets as of the month-end that is closest to its fiscal year-end. Additionally, the new standard provides guidance on accounting for (i) contributions to the plan and (ii) significant events that require a remeasurement (e.g., a plan amendment, settlement, or curtailment) that occur during the period between a month-end measurement date and the employer’s fiscal year-end. An entity should reflect the effects of those contributions or significant events in the measurement of the retirement benefit obligations and related plan assets. As a separate practical expedient, an entity may elect to measure the effects of a significant event as of the calendar month-end closest to the date of the significant event. The new standard is effective for interim and annual reporting periods beginning after December 15, 2015. Early adoption is permitted and the new standard should be applied prospectively. The Company does not believe that the adoption of ASU 2014-05 will have a material impact on its results of operations.

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

14. Commitments and Contingencies

Litigation

The Company is involved in pending litigation in the ordinary course of business. In the opinion of management, such litigation will not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

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Fair Value

6 Months Ended

Jun. 30, 2015

Fair Value Disclosures [Abstract]

Fair Value

10. Fair Value

The Company holds mortgage-backed securities, fixed income and equity securities, derivatives (see Note 8, Derivative Instruments) and certain other financial instruments which are carried at fair value. The Company determines fair value based upon quoted prices when available or through the use of alternative approaches, such as model pricing, when market quotes are not readily accessible or available. In determining the fair value of the Company’s obligations, various factors are considered, including: closing exchange or over-the-counter market price quotations; time value and volatility factors underlying options and derivatives; price activity for equivalent instruments; and the Company’s own credit standing.

These valuation techniques may be based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs create the following fair value hierarchy:

• Level 1 – Quoted prices for identical instruments in active markets.

• Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

• Level 3 – Instruments whose significant value drivers are unobservable.

The following table presents the Company’s assets that are measured at fair value and the related hierarchy levels as of June 30, 2015:

			Fair Value Measurements at Reporting Date Using
	June 30, 2015		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Mortgage-backed securities	$	665	$	—	$	665	$	—
Asset-backed securities	996		—		996		—
Municipal bonds	488		—		488		—
Equity securities	16,523		16,523		—		—
Total available-for-sale securities	$	18,672	$	16,523	$	2,149	$	—
Executive deferred compensation plan trust (a)	$	6,124	$	6,124	$	—	$	—
Fuel price derivatives – unleaded fuel (b)	$	10,590	$	—	$	10,590	$	—
Fuel price derivatives – diesel (b)	6,078		—		—		6,078
Total fuel price derivatives	$	16,668	$	—	$	10,590	$	6,078
Liabilities:
Foreign currency exchange contracts(c)	$	1,433	$	—	$	1,433	$	—

^(a)  The fair value of these instruments is recorded in Other assets.

^(b)  The balance sheet presentation combines unleaded fuel and diesel fuel positions.

^(c)  The fair value of these instruments is recorded in Other liabilities.

The following table presents the Company’s assets and liabilities that are measured at fair value and the related hierarchy levels as of December 31, 2014:

			Fair Value Measurements at Reporting Date Using
	December 31, 2014		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Mortgage-backed securities	$	810	$	—	$	810	$	—
Asset-backed securities	1,165		—		1,165		—
Municipal bonds	554		—		554		—
Equity securities	16,411		16,411		—		—
Total available-for-sale securities	$	18,940	$	16,411	$	2,529	$	—
Executive deferred compensation plan trust (a)	$	5,927	$	5,927	$	—	$	—
Fuel price derivatives – unleaded fuel (b)	$	29,120	$	—	$	29,120	$	—
Fuel price derivatives – diesel (b)	11,849		—		—		11,849
Total fuel price derivatives	$	40,969	$	—	$	29,120	$	11,849

^(a)  The fair value of these instruments is recorded in Other assets.

^(b)  The balance sheet presentation combines unleaded fuel and diesel fuel positions.

The following table presents a reconciliation of the beginning and ending balances for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended:

	June 30, 2015			June 30, 2014
	Fuel Price Derivatives – Diesel			Fuel Price Derivatives – Diesel
Beginning balance	$	10,261		$	(623	)
Total gains and (losses) – realized/unrealized
Included in earnings (a)	(4,183		)	(1,302		)
Included in other comprehensive income	—			—
Purchases, issuances and settlements	—			—
Transfers (in)/out of Level 3	—			—
Ending balance	$	6,078		$	(1,925	)

(a)Gains and losses (realized and unrealized) associated with fuel price derivatives, included in earnings for the three months ended June 30, 2015 and 2014, are reported in net realized and unrealized losses on fuel price derivatives on the unaudited condensed consolidated statements of income.

The following table presents a reconciliation of the beginning and ending balances for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the six months ended:

	June 30, 2015			June 30, 2014
	Fuel Price Derivatives – Diesel			Fuel Price Derivatives – Diesel
Beginning balance	$	11,848		$	(2,142	)
Total gains and (losses) – realized/unrealized
Included in earnings (a)	(5,770		)	217
Included in other comprehensive income	—			—
Purchases, issuances and settlements	—			—
Transfers (in)/out of Level 3	—			—
Ending balance	$	6,078		$	(1,925	)

(a)Gains and losses (realized and unrealized) associated with fuel price derivatives, included in earnings for the six months ended June 30, 2015 and 2014, are reported in net realized and unrealized losses on fuel price derivatives on the unaudited condensed consolidated statements of income.

$400 Million Notes outstanding

The Notes outstanding as of June 30, 2015, have a carrying value of $400,000 and fair value of $385,500. As of December 31, 2014, the carrying value of the $400,000 in Notes outstanding had a fair value of $388,000. The fair value is based on market rates for the issuance of our debt. The Company determined the fair value of its Notes outstanding are classified as Level 2 in the fair value hierarchy.

Available-for-sale securities and executive deferred compensation plan trust

When available, the Company uses quoted market prices to determine the fair value of available-for-sale securities; such items are classified in Level 1 of the fair-value hierarchy. These securities primarily consist of exchange-traded equity securities.

For mortgage-backed and asset-backed debt securities and bonds, the Company generally uses quoted prices for recent trading activity of assets with similar characteristics to the debt security or bond being valued. The securities and bonds priced using such methods are generally classified as Level 2. The obligations related to the deferred compensation plan trust are classified as Level 1 in the fair value hierarchy because the fair value is determined using quoted prices for identical instruments in active markets.

Foreign currency exchange contracts

Derivatives include foreign currency forward contracts. Our foreign currency forward contracts are valued using an income approach (Level 2) based on the spot rate less the contract rate multiplied by the notional amount. We consider counterparty credit risk in the valuation of our derivatives. However, counterparty credit risk did not impact the valuation of our derivatives during 2014 and 2015.

Fuel price derivative instruments

The majority of fuel price derivative instruments entered into by the Company are executed over-the-counter and are valued using internal valuation techniques, as no quoted market prices exist for such instruments. The valuation technique and inputs depend on the type of derivative and the nature of the underlying instrument. The principal technique used to value these instruments is a comparison of the spot price of the underlying instrument to its related futures curve adjusted for the Company’s assumptions of volatility and present value, where appropriate. The fair values of derivative contracts reflect the expected cash the Company will pay or receive upon settlement of the respective contracts.

The key inputs depend upon the type of derivative and the nature of the underlying instrument and include interest rate yield curves, the spot price of the underlying instruments, volatility, and correlation. The item is placed in either Level 2 or Level 3 depending on the observability of the significant inputs to the model. Correlation and inputs with longer tenures are generally less observable.

Fuel price derivative instruments – diesel. The assumptions used in the valuation of the diesel fuel price derivative instruments use both observable and unobservable inputs. There is a lack of price transparency with respect to forward prices for diesel fuel. Such unobservable inputs are significant to the diesel fuel derivative contract valuation methodology.

Quantitative Information About Level 3 Fair Value Measurements. The significant unobservable inputs used in the fair value measurement of the Company’s diesel fuel price derivative instruments designated as Level 3 as of June 30, 2015, are as follows:

	Fair Value		Valuation Technique	Unobservable Input	Range $ per gallon
Fuel price derivatives – diesel	$	6,078	Option model	Future retail price of diesel fuel after June 30, 2015	$3.72 – 3.86

Sensitivity to Changes in Significant Unobservable Inputs. As presented in the table above, the significant unobservable inputs used in the fair value measurement of the Company’s diesel fuel price derivative instruments are the future retail price of diesel fuel from the third quarter of 2015 through the first quarter of 2016. Significant changes in these unobservable inputs in isolation would result in a significant change in the fair value measurement.

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Goodwill and Other Intangible Assets

6 Months Ended

Jun. 30, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

6. Goodwill and Other Intangible Assets

Goodwill

The changes in goodwill during the first six months of 2015 were as follows:

	Fleet Payment Solutions Segment			Other Payment Solutions Segment			Total
Gross goodwill, January 1, 2015	$	759,855		$	374,424		$	1,134,279
Impact of foreign currency translation	(13,409		)	(1,558		)	(14,967		)
Disposal of certain assets	(147		)	(12,386		)	(12,533		)
Gross goodwill, June 30, 2015	746,299			360,480			1,106,779
Accumulated impairment, June 30, 2015	(1,337		)	(16,171		)	(17,508		)
Net goodwill, June 30, 2015	$	744,962		$	344,309		$	1,089,271

As described in Note 3, the Company adjusted the amount of goodwill as of December 31, 2014 in the accompanying unaudited condensed consolidated balance sheet to account for the measurement period adjustments to the Esso portfolio in Europe purchase price allocation.

The Company had no impairments to goodwill during the six months ended June 30, 2015.

Management is currently evaluating its internal reporting structure and is in the process of determining the impact of the changes on the Company’s segment and goodwill reporting.

Other Intangible Assets

The changes in other intangible assets during the first six months of 2015 were as follows:

	Net Carrying Amount, January 1, 2015		Amortization			Disposals			Impact of foreign currency translation			Net Carrying Amount, June 30, 2015
Definite-lived intangible assets
Acquired software and developed technology	$	119,509	$	(5,758	)	$	—		$	(1,597	)	$	112,154
Customer relationships	309,450		(15,390		)	(2,329		)	(3,389		)	288,342
Licensing agreements	35,341		(2,128		)	(164		)	(2,934		)	30,115
Patent	1,245		(309		)	—			117			1,053
Trade names	15,373		(590		)	(723		)	(118		)	13,942
Indefinite-lived intangible assets
Trademarks and trade names	16,379		—			—			(258		)	16,121
Total	$	497,297	$	(24,175	)	$	(3,216	)	$	(8,179	)	$	461,727

The following table presents the estimated amortization expense related to the definite-lived intangible assets listed above for the remainder of 2015 and for each of the five succeeding fiscal years:

Remaining 2015	$	24,190
2016	$	47,760
2017	$	47,406
2018	$	43,946
2019	$	40,623
2020	$	37,201

Other intangible assets, net consist of the following:

	June 30, 2015							December 31, 2014
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Definite-lived intangible assets
Acquired software and developed technology	$	148,481	$	(36,327	)	$	112,154	$	150,458	$	(30,949	)	$	119,509
Customer relationships	382,723		(94,381		)	288,342		393,942		(84,492		)	309,450
Licensing agreements	32,590		(2,475		)	30,115		35,726		(385		)	35,341
Patent	2,552		(1,499		)	1,053		2,697		(1,452		)	1,245
Trademarks and trade names	16,675		(2,733		)	13,942		17,786		(2,413		)	15,373
	$	583,021	$	(137,415	)	445,606		$	600,609	$	(119,691	)	480,918
Indefinite-lived intangible assets
Trademarks and trade names						16,121							16,379
Total						$	461,727						$	497,297

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Financing and Other Debt - Additional Information (Detail) - USD ($)		3 Months Ended	6 Months Ended
	Apr. 28, 2015	Jun. 30, 2015	Jun. 30, 2015	Dec. 31, 2014
Debt Instrument [Line Items]
Lines of credit		$ 720,970,000	$ 720,970,000	$ 901,564,000
Borrowed federal funds		50,500,000	50,500,000	0
Securitization facility		89,176,000	89,176,000	0
Unik [Member]
Debt Instrument [Line Items]
Outstanding debt		$ 6,446,000	$ 6,446,000	$ 7,975,000
Weighted average annual interest rate		13.50%	13.50%	13.90%
2014 Credit Agreement [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Lines of credit		$ 248,470,000	$ 248,470,000
Maximum borrowing capacity		700,000,000	$ 700,000,000
2014 Credit Agreement [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Interest Rate Option One [Member]
Debt Instrument [Line Items]
Margin on variable rate			2.25%
2014 Credit Agreement [Member] | Revolving Credit Facility [Member] | Prime Rate [Member] | Interest Rate Option One [Member]
Debt Instrument [Line Items]
Margin on variable rate			1.25%
2014 Credit Agreement [Member] | Foreign Line of Credit [Member] | Eurocurrency Rate [Member] | Interest Rate Option Two [Member]
Debt Instrument [Line Items]
Margin on variable rate			2.25%
2014 Credit Agreement [Member] | Credit Facility Term Loans [Member]
Debt Instrument [Line Items]
Lines of credit		472,500,000	$ 472,500,000	$ 486,250,000
2014 Credit Agreement [Member] | Credit Facility Term Loans [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Margin on variable rate			2.25%
Federal Funds Purchased [Member]
Debt Instrument [Line Items]
Increase in federal funds lines of credit		135,000,000
Borrowed federal funds, current borrowing capacity		260,000,000	$ 260,000,000
Borrowed federal funds				125,000,000
Debt Instrument, Interest Rate During Period			0.375%
Loan Participations and Assignments [Member]
Debt Instrument [Line Items]
Debt instrument, aggregate principal amount		45,000,000	$ 45,000,000	$ 45,000,000
Loan Participations and Assignments [Member] | Minimum [Member]
Debt Instrument [Line Items]
Range of daily balance		0	0
Loan Participations and Assignments [Member] | Maximum [Member]
Debt Instrument [Line Items]
Range of daily balance		$ 45,000,000	$ 45,000,000
Loan Participations and Assignments [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Margin on variable rate			2.25%
Securitization Facility [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period			2.89%
Term of securitization facility	1 year

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Sale of Subsidiary and Assets

6 Months Ended

Jun. 30, 2015

Discontinued Operations and Disposal Groups [Abstract]

Sale of Subsidiary and Assets

4. Sale of Subsidiary and Assets

rapid! PayCard

On January 7, 2015, the Company sold the assets of its operations of rapid! PayCard for $20,000, subject to final working capital adjustments which resulted in a pre-tax gain of approximately $1,215. The Company's primary focus in the U.S. continues to be in the fleet, travel, and healthcare industries. As such, the Company divested the operations of rapid! PayCard. The operations of rapid! PayCard were not material to the Company's annual revenue, net income or earnings per share. The Company does not view this divestiture as a strategic shift in its Other Payment Solution segment.

Pacific Pride

On July 29, 2014, the Company sold its wholly owned subsidiary Pacific Pride for $49,664, which resulted in a pre-tax gain of $27,490. The transfer of the operations of Pacific Pride occurred on July 31, 2014. The Company decided to sell the operations of Pacific Pride as it did not align with the long-term strategy of the core fleet business. The operations of Pacific Pride were not material to the Company's annual revenue, net income or earnings per share. Simultaneously with the sale, the Company entered into a multi-year agreement with the buyer that will continue to allow WEX branded card acceptance at Pacific Pride locations. The Company does not view this divestiture as a strategic shift in its Fleet Payment Solution segment.

The following is a summary of the allocation of the assets and liabilities sold:

Consideration received	$	49,664
Less:
Expenses associated with the sale	1,340
Accounts receivable	48,699
Accounts payable	(53,001		)
Other tangible assets and liabilities, net	828
Customer relationships	3,727
Trademarks and trade name	1,444
Goodwill	19,137
Gain on sale	$	27,490

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Reserves for Credit Losses

6 Months Ended

Jun. 30, 2015

Receivables [Abstract]

Reserves for Credit Losses

5. Reserves for Credit Losses

In general, the Company’s trade receivables provide for payment terms of 30 days or less. The portfolio of receivables consists of a large group of smaller balance homogeneous amounts that are collectively evaluated for impairment. No customer made up more than seven percent of the outstanding receivables at June 30, 2015.

Receivables are generally written off when they are 150 days past due or declaration of upon bankruptcy by the customer. The Company considers whether to adjust the reserve that is calculated by the analytic model primarily based on other factors, such as the actual charge-offs for the preceding reporting periods, expected charge-offs and recoveries for the subsequent reporting periods, a review of accounts receivable balances which become past due, changes in customer payment patterns, known fraudulent activity in the portfolio, as well as leading economic and market indicators.

As of June 30, 2015, approximately 98 percent of the outstanding balance of total trade accounts receivable was less than 60 days past due. As of June 30, 2014, approximately 99 percent of the total trade accounts receivable outstanding balance was less than 60 days past due.

The following table presents changes in reserves for credit losses related to accounts receivable:

	Six months ended June 30,
	2015			2014
Balance, beginning of period	$	13,919		$	10,396
Provision for credit losses	7,897			15,893
Charge-offs	(15,019		)	(17,515		)
Recoveries of amounts previously charged-off	2,931			3,644
Currency translation	(63		)	119
Balance, end of period	$	9,665		$	12,537

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Earnings per Share

6 Months Ended

Jun. 30, 2015

Earnings Per Share [Abstract]

Earnings per Share

7. Earnings per Share

The following is a reconciliation of the income and share data used in the basic and diluted earnings per share computations for the three and six months ended June 30, 2015 and 2014:

	Three months ended  June 30,				Six months ended  June 30,
	2015		2014		2015		2014
Net earnings attributable to WEX Inc. available for common stockholders – Basic and Diluted	$	26,492	$	43,333	$	48,837	$	79,875
Weighted average common shares outstanding – Basic	38,739		38,856		38,798		38,911
Unvested restricted stock units	43		68		65		96
Stock options	17		22		17		24
Weighted average common shares outstanding – Diluted	38,799		38,946		38,880		39,031

No material amount of shares were considered anti-dilutive during the periods reported.

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Fair Value - Quantitative Information About Level Three Fair Value Measurements (Detail) - Jun. 30, 2015 - Fuel price derivatives – diesel [Member] $ in Thousands	USD ($) $ / gal
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Fair Value | $	$ 6,078
Option Model [Member] | Minimum [Member]
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Future retail price of diesel (in dollars per gallon)	3.72
Option Model [Member] | Maximum [Member]
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Future retail price of diesel (in dollars per gallon)	3.86

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Non-controlling interests - Additional Information (Details)	Jun. 30, 2015	Aug. 30, 2012
Unik [Member]
Noncontrolling Interest [Line Items]
Percent of ownership interest acquired	51.00%	51.00%
WEX Europe Services [Member]
Noncontrolling Interest [Line Items]
Percent of ownership interest acquired	75.00%

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Fair Value - Additional Information (Detail) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Fair Value Disclosures [Abstract]
Notes outstanding, carrying value	$ 400,000	$ 400,000
Notes outstanding, fair value	$ 385,500	$ 388,000

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Fair Value (Tables)

6 Months Ended

Jun. 30, 2015

Fair Value Disclosures [Abstract]

Assets and Liabilities Measured at Fair Value

The following table presents the Company’s assets that are measured at fair value and the related hierarchy levels as of June 30, 2015:

			Fair Value Measurements at Reporting Date Using
	June 30, 2015		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Mortgage-backed securities	$	665	$	—	$	665	$	—
Asset-backed securities	996		—		996		—
Municipal bonds	488		—		488		—
Equity securities	16,523		16,523		—		—
Total available-for-sale securities	$	18,672	$	16,523	$	2,149	$	—
Executive deferred compensation plan trust (a)	$	6,124	$	6,124	$	—	$	—
Fuel price derivatives – unleaded fuel (b)	$	10,590	$	—	$	10,590	$	—
Fuel price derivatives – diesel (b)	6,078		—		—		6,078
Total fuel price derivatives	$	16,668	$	—	$	10,590	$	6,078
Liabilities:
Foreign currency exchange contracts(c)	$	1,433	$	—	$	1,433	$	—

^(a)  The fair value of these instruments is recorded in Other assets.

^(b)  The balance sheet presentation combines unleaded fuel and diesel fuel positions.

The following table presents the Company’s assets and liabilities that are measured at fair value and the related hierarchy levels as of December 31, 2014:

			Fair Value Measurements at Reporting Date Using
	December 31, 2014		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Mortgage-backed securities	$	810	$	—	$	810	$	—
Asset-backed securities	1,165		—		1,165		—
Municipal bonds	554		—		554		—
Equity securities	16,411		16,411		—		—
Total available-for-sale securities	$	18,940	$	16,411	$	2,529	$	—
Executive deferred compensation plan trust (a)	$	5,927	$	5,927	$	—	$	—
Fuel price derivatives – unleaded fuel (b)	$	29,120	$	—	$	29,120	$	—
Fuel price derivatives – diesel (b)	11,849		—		—		11,849
Total fuel price derivatives	$	40,969	$	—	$	29,120	$	11,849

^(a)  The fair value of these instruments is recorded in Other assets.

^(b)  The balance sheet presentation combines unleaded fuel and diesel fuel positions.

Reconciliation of Beginning and Ending Balances for Assets and Liabilities Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs

The following table presents a reconciliation of the beginning and ending balances for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended:

	June 30, 2015			June 30, 2014
	Fuel Price Derivatives – Diesel			Fuel Price Derivatives – Diesel
Beginning balance	$	10,261		$	(623	)
Total gains and (losses) – realized/unrealized
Included in earnings (a)	(4,183		)	(1,302		)
Included in other comprehensive income	—			—
Purchases, issuances and settlements	—			—
Transfers (in)/out of Level 3	—			—
Ending balance	$	6,078		$	(1,925	)

(a)Gains and losses (realized and unrealized) associated with fuel price derivatives, included in earnings for the three months ended June 30, 2015 and 2014, are reported in net realized and unrealized losses on fuel price derivatives on the unaudited condensed consolidated statements of income.

	June 30, 2015			June 30, 2014
	Fuel Price Derivatives – Diesel			Fuel Price Derivatives – Diesel
Beginning balance	$	11,848		$	(2,142	)
Total gains and (losses) – realized/unrealized
Included in earnings (a)	(5,770		)	217
Included in other comprehensive income	—			—
Purchases, issuances and settlements	—			—
Transfers (in)/out of Level 3	—			—
Ending balance	$	6,078		$	(1,925	)

Quantitative Information About Level Three Fair Value Measurements

The significant unobservable inputs used in the fair value measurement of the Company’s diesel fuel price derivative instruments designated as Level 3 as of June 30, 2015, are as follows:

	Fair Value		Valuation Technique	Unobservable Input	Range $ per gallon
Fuel price derivatives – diesel	$	6,078	Option model	Future retail price of diesel fuel after June 30, 2015	$3.72 – 3.86

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Goodwill and Other Intangible Assets - Estimated Amortization Expense Related to Definite Lived Intangible Assets (Detail) $ in Thousands	Jun. 30, 2015 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Remaining 2015	$ 24,190
2016	47,760
2017	47,406
2018	43,946
2019	40,623
2020	$ 37,201

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Non-controlling interests

6 Months Ended

Jun. 30, 2015

Noncontrolling Interest [Abstract]

Non-controlling interests

12. Non-controlling interests

On August 30, 2012, the Company acquired a 51 percent ownership interest in UNIK. Redeemable non-controlling interest was measured at fair value at the date of acquisition. The redeemable non-controlling interest is reported on the Company’s unaudited condensed consolidated balance sheets as “Redeemable non-controlling interest."

A reconciliation of redeemable non-controlling interest for the three and six month periods ended June 30, 2015 and June 30, 2014, is as follows:

	Three months ended  June 30,					Six months ended  June 30,
	2015		2014			2015			2014
Balance, beginning of period	$	13,647	$	19,338		$	16,590		$	18,729
Net gain (loss) attributable to redeemable non-controlling interest	670		(82		)	659			(249		)
Currency translation adjustment	675		476			(2,257		)	1,252
Ending balance	$	14,992	$	19,732		$	14,992		$	19,732

On December 1, 2014, WEX acquired the assets of ExxonMobil's Esso portfolio in Europe through its majority owned subsidiary, WEX Europe Services Limited. The Company formed this entity during 2013 and has 75 percent ownership.

A reconciliation of non-controlling interest for the three and six month periods ended June 30, 2015 and June 30, 2014 is as follows:

	Three months ended  June 30,						Six months ended  June 30,
	2015			2014			2015			2014
Balance, beginning of period	$	13,644		$	228		$	17,396		$	519
Non-controlling interest investment	—			1,033			—			1,033
Net loss attributable to non-controlling interest	(762		)	(402		)	(3,063		)	(697		)
Currency translation adjustment	283			—			(1,168		)	4
Ending balance	$	13,165		$	859		$	13,165		$	859

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New Accounting Standards (Policies)

6 Months Ended

Jun. 30, 2015

Accounting Changes and Error Corrections [Abstract]

New Accounting Standards

In May 2014, the FASB issued ASU 2014-09 related to revenue recognition, which will supersede most existing revenue recognition guidance under U.S. GAAP. The new revenue recognition standard requires entities to recognize revenue for the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard permits the use of either the retrospective or cumulative effect transition method. On July 9, 2015, the the Board voted to defer the effective date by one year to interim and annual reporting periods beginning after December 15, 2017, and permitted early adoption of the standard, but not for periods beginning on or before the original effective date of December 15, 2016. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method.

In April 2015, the FASB issued ASU 2015-03 related to the simplification of the presentation of debt issuance costs. The standard requires entities to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. The new standard is effective for interim and annual reporting periods beginning after December 15, 2015. Early adoption is permitted. Entities would apply the new guidance retrospectively to all prior periods and provide the applicable disclosures for a change in accounting principal: (i) the nature of and reason for the change in accounting principle; (ii) the transition method; (iii) a description of the prior-period information that has been retrospectively adjusted; and, (iv) the effect of the change on the financial statement line item. The adoption of this standard affects presentation only and, as such, is not expected to have a material impact on the Company's consolidated financial statements.

In April 2015, the FASB issued ASU 2015-04 related to using a practical expedient for the measurement date of an employer’s defined benefit obligation and plan assets.The new standard gives an entity with a fiscal year-end that does not coincide with a calendar month-end the ability, as a practical expedient, to measure its defined benefit retirement obligations and related plan assets as of the month-end that is closest to its fiscal year-end. Additionally, the new standard provides guidance on accounting for (i) contributions to the plan and (ii) significant events that require a remeasurement (e.g., a plan amendment, settlement, or curtailment) that occur during the period between a month-end measurement date and the employer’s fiscal year-end. An entity should reflect the effects of those contributions or significant events in the measurement of the retirement benefit obligations and related plan assets. As a separate practical expedient, an entity may elect to measure the effects of a significant event as of the calendar month-end closest to the date of the significant event. The new standard is effective for interim and annual reporting periods beginning after December 15, 2015. Early adoption is permitted and the new standard should be applied prospectively. The Company does not believe that the adoption of ASU 2014-05 will have a material impact on its results of operations.

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Goodwill and Other Intangible Assets - Additional Information (Detail)	6 Months Ended
	Jun. 30, 2015 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill impairment	$ 0

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Business Acquisitions - Summary of Esso Portfolio Acquisition (Details) - USD ($) $ in Thousands			3 Months Ended	5 Months Ended
		Dec. 01, 2014	Sep. 30, 2014	Dec. 01, 2014	Jun. 30, 2015	Dec. 31, 2014
Less:
Goodwill					$ 1,089,271	$ 1,117,149
ESSO Portfolio [Member]
Business Acquisition [Line Items]
Consideration paid (net of cash acquired and consideration receivable)			$ 80,000	$ 379,458
Less:
Accounts receivable		$ 303,376		303,376
Other tangible assets and liabilities, net		(8,365)		(8,365)
Goodwill		40,496		40,496
ESSO Portfolio [Member] | Licensing agreements [Member]
Less:
Finite-lived intangible assets	[1]	$ 36,605		36,605
Weighted average life		4 years 7 months 6 days
ESSO Portfolio [Member] | Customer Relationships [Member]
Less:
Finite-lived intangible assets	[2]	$ 7,346		$ 7,346
Weighted average life		7 years 2 months 12 days

[1] Weighted average life – 4.6 years.

[2] Weighted average life – 7.2 years.

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Statement of Comprehensive Income [Abstract]
Net income	$ 26,400	$ 42,849	$ 46,433	$ 78,929
Changes in available-for-sale securities, net of tax effect of $(82) and $88 for the three months ended June 30, 2015 and 2014 and $(29) and $131 for the six months ended June 30, 2015 and 2014	(140)	152	(49)	226
Foreign currency translation	8,749	7,883	(20,317)	22,662
Comprehensive income	35,009	50,884	26,067	101,817
Less: comprehensive income (loss)attributable to non-controlling interests	866	(8)	(5,829)	310
Comprehensive income attributable to WEX Inc.	$ 34,143	$ 50,892	$ 31,896	$ 101,507

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Basis of Presentation

6 Months Ended

Jun. 30, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization, Consolidation and Presentation of Financial Statements Disclosure

1. Basis of Presentation

The acronyms and abbreviations identified below are used in the accompanying unaudited condensed consolidated financial statements and the notes thereto. The following is provided to aid the reader and provide a reference point when reviewing the unaudited condensed consolidated financial statements.

2011 Credit Agreement	Credit agreement entered into on May 23, 2011 among the Company, as borrower, WEX Card Holdings Australia Pty Ltd, a wholly-owned subsidiary of the Company, as specified designated borrower, Bank of America, N.A., as administrative agent and letter of credit issuer, and the other lenders party thereto
2013 Credit Agreement	Amended and restated credit agreement entered into on January 18, 2013 by and among the Company and certain of our subsidiaries, as borrowers, and WEX Card Holdings Australia Pty Ltd, as specified designated borrower, with a lending syndicate
2014 Amendment Agreement	Amendment and restatement agreement entered into on August 22, 2014, among the Company, the lenders party thereto, and Bank of America, N.A., as administrative agent
2014 Credit Agreement	Second amended and restated credit agreement entered into on August 22, 2014, by and among the Company and certain of our subsidiaries, as borrowers, and WEX Card Holding Australia
Adjusted Net Income or ANI	A non-GAAP metric that adjusts net earnings attributable to WEX Inc. to exclude fair value changes of fuel-price related derivative instruments, the amortization of purchased intangibles, the impact of net foreign currency gains and losses, the expense associated with stock-based compensation, acquisition related expenses, the net impact of tax rate changes on the Company’s deferred tax asset and related changes in the tax-receivable agreement, deferred loan costs associated with the extinguishment of debt, certain non-cash asset impairment charges, restructuring charges, gains on the extinguishment of a portion of the tax receivable agreement, gains or losses on divestitures and adjustments attributable to non-controlling interests, as well as the related tax impacts of the adjustments
ASU 2014-09	Accounting Standards Update No. 2014-09 Revenue from Contracts with Customers (Topic 606)
ASU 2015-03	Accounting Standards Update No. 2015-03 Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs
ASU 2015-04	Accounting Standards Update No. 2015-04 Compensation—Retirement Benefits (Topic 715): Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets
Company	WEX Inc. and all entities included in the unaudited condensed consolidated financial statements
European fleet business	Consist primarily of our European commercial fleet card portfolio acquired by the Company from ExxonMobil on December 1, 2014 ("Esso portfolio in Europe")
Evolution1	EB Holdings Corp. and its subsidiaries which includes Evolution1, Inc., acquired by the Company on July 16, 2014
FASB	Financial Accounting Standards Board
GAAP	Generally Accepted Accounting Principles in the United States
Indenture	Indenture dated as of January 30, 2013 among the Company, the guarantors listed therein, and The Bank of New York Mellon Trust Company, N.A., as trustee
NCI	Non-controlling interests
Notes	$400 million notes with a 4.75% fixed rate, issued on January 30, 2013
NOW deposits	Negotiable order of withdrawal deposits
Pacific Pride	Pacific Pride Services, LLC, previously a wholly owned subsidiary, sold on July 29, 2014
rapid! PayCard	rapid! PayCard, previously a line of business of the Company, sold on January 7, 2015
SEC	Securities and Exchange Commission
Securitization Subsidiary	Southern Cross WEX 2015-1 Trust, a bankruptcy-remote subsidiary consolidated by the Company
UNIK	UNIK S.A., the Company's Brazilian 51 percent majority owned subsidiary
WEX	WEX Inc.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. They do not include all information and notes required by GAAP for complete financial statements. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the consolidated financial statements included in the Annual Report on Form 10-K of WEX Inc. for the year ended December 31, 2014. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements that are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on February 26, 2015. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2015 are not necessarily indicative of the results that may be expected for any future quarter(s) or the year ending December 31, 2015.

Fair Value of Financial Instruments

The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and other liabilities approximate their respective fair values due to the short-term nature of such instruments. The carrying values of certificates of deposit, interest-bearing money market deposits, borrowed federal funds and credit agreement borrowings approximate their respective fair values as the interest rates on these financial instruments are variable. All other financial instruments are reflected at fair value on the condensed consolidated balance sheets.

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Derivative Instruments - Location and Amounts of Derivative Fair Values in Condensed Consolidated Balance Sheets (Detail) - Derivatives Not Designated as Hedging Instruments [Member] - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Commodity contracts [Member] | Fuel Price Derivatives at Fair Value [Member]
Derivatives, Fair Value [Line Items]
Derivatives Classified as Assets	$ 16,668	$ 40,969
Derivatives Classified as Liabilities	0	0
Foreign Currency Exchange Contract [Member]
Derivatives, Fair Value [Line Items]
Derivatives Classified as Assets	0	0
Derivatives Classified as Liabilities	$ 1,433	$ 0

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Restructuring - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Restructuring Reserve [Roll Forward]
Restructuring Charges	$ 0	$ 0	$ 8,559,000	$ 0
Cash Paid	0		0
Accrual Balance at March 31, 2015			0
Reserve Release			0
Impact of foreign currency translation			263,000
Accrual Balance at June 30, 2015	$ 8,822,000		$ 8,822,000

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Basis of Presentation (Tables)

6 Months Ended

Jun. 30, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Glossary of Terms in Document

The following is provided to aid the reader and provide a reference point when reviewing the unaudited condensed consolidated financial statements.

2011 Credit Agreement	Credit agreement entered into on May 23, 2011 among the Company, as borrower, WEX Card Holdings Australia Pty Ltd, a wholly-owned subsidiary of the Company, as specified designated borrower, Bank of America, N.A., as administrative agent and letter of credit issuer, and the other lenders party thereto
2013 Credit Agreement	Amended and restated credit agreement entered into on January 18, 2013 by and among the Company and certain of our subsidiaries, as borrowers, and WEX Card Holdings Australia Pty Ltd, as specified designated borrower, with a lending syndicate
2014 Amendment Agreement	Amendment and restatement agreement entered into on August 22, 2014, among the Company, the lenders party thereto, and Bank of America, N.A., as administrative agent
2014 Credit Agreement	Second amended and restated credit agreement entered into on August 22, 2014, by and among the Company and certain of our subsidiaries, as borrowers, and WEX Card Holding Australia
Adjusted Net Income or ANI	A non-GAAP metric that adjusts net earnings attributable to WEX Inc. to exclude fair value changes of fuel-price related derivative instruments, the amortization of purchased intangibles, the impact of net foreign currency gains and losses, the expense associated with stock-based compensation, acquisition related expenses, the net impact of tax rate changes on the Company’s deferred tax asset and related changes in the tax-receivable agreement, deferred loan costs associated with the extinguishment of debt, certain non-cash asset impairment charges, restructuring charges, gains on the extinguishment of a portion of the tax receivable agreement, gains or losses on divestitures and adjustments attributable to non-controlling interests, as well as the related tax impacts of the adjustments
ASU 2014-09	Accounting Standards Update No. 2014-09 Revenue from Contracts with Customers (Topic 606)
ASU 2015-03	Accounting Standards Update No. 2015-03 Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs
ASU 2015-04	Accounting Standards Update No. 2015-04 Compensation—Retirement Benefits (Topic 715): Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets
Company	WEX Inc. and all entities included in the unaudited condensed consolidated financial statements
European fleet business	Consist primarily of our European commercial fleet card portfolio acquired by the Company from ExxonMobil on December 1, 2014 ("Esso portfolio in Europe")
Evolution1	EB Holdings Corp. and its subsidiaries which includes Evolution1, Inc., acquired by the Company on July 16, 2014
FASB	Financial Accounting Standards Board
GAAP	Generally Accepted Accounting Principles in the United States
Indenture	Indenture dated as of January 30, 2013 among the Company, the guarantors listed therein, and The Bank of New York Mellon Trust Company, N.A., as trustee
NCI	Non-controlling interests
Notes	$400 million notes with a 4.75% fixed rate, issued on January 30, 2013
NOW deposits	Negotiable order of withdrawal deposits
Pacific Pride	Pacific Pride Services, LLC, previously a wholly owned subsidiary, sold on July 29, 2014
rapid! PayCard	rapid! PayCard, previously a line of business of the Company, sold on January 7, 2015
SEC	Securities and Exchange Commission
Securitization Subsidiary	Southern Cross WEX 2015-1 Trust, a bankruptcy-remote subsidiary consolidated by the Company
UNIK	UNIK S.A., the Company's Brazilian 51 percent majority owned subsidiary
WEX	WEX Inc.

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Segment Information (Tables)

6 Months Ended

Jun. 30, 2015

Segment Reporting [Abstract]

Reportable Segment Results

The following table presents the Company’s reportable segment results on an adjusted pre-tax net income before NCI basis for the three months ended June 30, 2015 and 2014:

	Total Revenues		Operating Interest Expense		Depreciation and Amortization		Adjusted Pre-Tax Income before NCI
Three months ended June 30, 2015
Fleet payment solutions	$	135,520	$	421	$	6,975	$	49,490
Other payment solutions	78,133		936		1,768		26,426
Total	$	213,653	$	1,357	$	8,743	$	75,916
Three months ended June 30, 2014
Fleet payment solutions	$	145,828	$	586	$	6,436	$	57,621
Other payment solutions	55,753		1,013		410		24,714
Total	$	201,581	$	1,599	$	6,846	$	82,335

The following table presents the Company’s reportable segment results on an adjusted pre-tax net income before NCI basis for the six months ended June 30, 2015 and 2014:

	Total  Revenues		Operating  Interest Expense		Depreciation and  Amortization		Adjusted Pre-Tax Income before NCI
Six months ended June 30, 2015
Fleet payment solutions	$	264,010	$	1,161	$	14,433	$	94,774
Other payment solutions	151,928		1,775		3,538		52,109
Total	$	415,938	$	2,936	$	17,971	$	146,883
Six months Ended June 30, 2014
Fleet payment solutions	$	281,263	$	1,110	$	12,813	$	105,328
Other payment solutions	102,386		1,777		764		40,920
Total	$	383,649	$	2,887	$	13,577	$	146,248

Reconciliation of Adjusted Net Income to Net Income

The following table reconciles adjusted pre-tax income before NCI to income before income taxes:

	Three months ended  June 30,						Six months ended  June 30,
	2015			2014			2015			2014
Adjusted pre-tax income before NCI	$	75,916		$	82,335		$	146,883		$	146,248
Unrealized loss on fuel price derivatives	(14,956		)	(4,896		)	(24,301		)	(2,073		)
Net foreign currency (loss) gain	(2,161		)	1,238			(6,537		)	2,271
Amortization of acquired intangible assets	(12,016		)	(8,330		)	(24,175		)	(16,617		)
Stock-based compensation	(3,942		)	(3,117		)	(7,160		)	(5,540		)
Expenses and adjustments related to acquisitions	—			(500		)	—			(500		)
Restructuring	—			—			(8,559		)	—
Gain on divestitures	—			—			1,215			—
Income before income taxes	$	42,841		$	66,730		$	77,366		$	123,789

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Accumulated Other Comprehensive Income

6 Months Ended

Jun. 30, 2015

Equity [Abstract]

Accumulated Other Comprehensive Income

11. Accumulated Other Comprehensive Income

A reconciliation of accumulated other comprehensive income for the three month periods ended June 30, 2015 and 2014, is as follows:

	2015						2014
	Unrealized Gains and Losses on Available- for-Sale Securities			Foreign Currency Items			Unrealized Gains and Losses on Available- for-Sale Securities			Foreign Currency Items
Beginning balance	$	(38	)	$	(75,135	)	$	(359	)	$	(1,063	)
Other comprehensive (loss) income	(140		)	7,791			152			7,407
Ending balance	$	(178	)	$	(67,344	)	$	(207	)	$	6,344

A reconciliation of accumulated other comprehensive income for the six month periods ended June 30, 2015 and 2014, is as follows:

	2015						2014
	Unrealized Gains and Losses on Available- for-Sale Securities			Foreign Currency Items			Unrealized Gains and Losses on Available- for-Sale Securities			Foreign Currency Items
Beginning balance	$	(129	)	$	(50,452	)	$	(433	)	$	(15,062	)
Other comprehensive (loss) income	(49		)	(16,892		)	226			21,406
Ending balance	$	(178	)	$	(67,344	)	$	(207	)	$	6,344

No amounts were reclassified from accumulated other comprehensive income in the periods presented.

The change in foreign currency items is primarily due to the foreign currency translation of non-cash assets such as goodwill and other intangible assets related to the Company's foreign subsidiaries.

The total tax effect on accumulated unrealized losses, as of June 30, 2015, was $933, and the total tax effect on accumulated unrealized net gain, as of June 30, 2014, was $364.