Letter Amendment Agreement and Request for Extension to the Amended and Restated Revolving Credit Agreement by and between NextEra US Partners Holdings, LLC, NextEra Energy Operating Partners, LP and the lenders party thereto, dated as of May 3, 2019

Revolving Credit Agreement, dated as of July 1, 2014, as amended and restated by that certain Amended and Restated Revolving Credit Agreement, date as of October 24, 2017, among NextEra Energy US Partners Holdings, LLC (“US Holdings”) and NextEra Energy Canada Partners Holdings, ULC (“Canadian Holdings”), as Borrowers, NextEra Energy Operating Partners, LP, as Guarantor (“OpCo” and, together with US Holdings as the sole remaining Borrower, the “Loan Parties”), the lenders parties thereto, Bank of America, N.A., as Administrative Agent and as Collateral Agent, and Bank of America, N.A. (Canada Branch), as Canadian Agent, and as further modified by that certain notice, dated as of June 4, 2018, notifying the Agent of the release of Canadian Holdings from its obligations under said Amended and Restated Revolving Credit Agreement in accordance with the terms thereof (collectively, the “Credit Agreement”).

Section 1.01 of the Credit Agreement is hereby amended to amend or add, as the case may be, the following defined terms, each of which shall read in its entirety as follows:

for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the London Interbank Offered Rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate for U.S. Dollars for a period equal in length to such Interest Period (“LIBOR”) as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period;

for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to LIBOR, at or about 11:00 a.m., London time determined two Business Days prior to such date for U.S. Dollar deposits with a term of one month commencing that day; and

if the Eurodollar Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

The definition of “Applicable Rate” set forth in Section 1.01 of the Credit Agreement is hereby amended to replace the pricing grid therein with the following:

The definition of “Designated Jurisdiction” set forth in Section 1.01 of the Credit Agreement is hereby deleted.

Section 1.02 of the Credit Agreement is hereby amended to add new clause (i) to read in its entirety as follows:

Section 2.05 of the Credit Agreement is hereby amended to add new clause (f) to read in its entirety as follows:

Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Majority Lenders notify the Agent (with, in the case of the Majority Lenders, a copy to the Borrower) that the Borrower or Majority Lenders (as applicable) have determined, that:

adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or

the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or

syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR,

Section 2.11 of the Credit Agreement is hereby amended as follows:

Subsection (a) is amended to add to the end thereof the following sentence: Notwithstanding anything herein to the contrary, after giving effect to any such extension, the Commitment Termination Date of any Lender shall not be later than five years after the applicable anniversary date related to such request for extension.

The parenthetical clause in the first sentence of subsection (c) is amended in full to read “(each such Eligible Assignee and each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.14(a), an “Assuming Lender”)”.

Subsection (e) is amended in full to read as follows:

Section 2.14(a) of the Credit Agreement is hereby amended by replacing “US$1,500,000,000” with “US$2,000,000,000”.

Section 3.01(a)(i) of the Credit Agreement is hereby amended to insert “, and” at the end of clause (B) thereof and insert a new clause (C) thereto to read in its entirety as follows:

no Issuing Bank shall be required to issue a “commercial or direct pay letter of credit” (as opposed to a “standby letter of credit”) without the prior approval of such Issuing Bank (such approval not to be unreasonably conditioned, withheld or delayed).

Section 3.01(b)(viii) of the Credit Agreement is hereby amended to add after “applicable “know your customer” requirements” the phrase “and the Beneficial Ownership Regulation, if applicable”.

Section 4.10(a) of the Credit Agreement is hereby amended to add a new clause (iv) thereto to read in its entirety as follows.

Section 5.16 of the Credit Agreement is hereby amended to read in its entirety as follows:

No Loan Party, any of its Subsidiaries or, to the knowledge of such Loan Party, any of the affiliates or respective officers, directors, brokers or agents of such Loan Party, such Subsidiary or affiliate (i) has violated any applicable anti-corruption laws, Sanctions or any Anti-Terrorism Laws or (ii) has engaged in any transaction, investment, undertaking or activity that conceals the identity, source or destination of the proceeds from any category of prohibited offenses designated by the Organization for Economic Co-operation and Development’s Financial Action Task Force on Money Laundering.

No Loan Party, any of its Subsidiaries or, to the knowledge of such Loan Party, any of the affiliates or respective officers, directors, employees, brokers or agents of such Loan Party, such Subsidiary or affiliate is a

No Loan Party, any of its Subsidiaries or, to the knowledge of such Loan Party, any of the affiliates or respective officers, directors, brokers or agents of such Loan Party, such Subsidiary or affiliate acting or benefiting in any capacity in connection with the Loans (i) conducts any business or engages in making or receiving any contribution of goods, services or money to or for the benefit of any Person, or in any country or territory, that is the subject of any Sanctions, (ii) deals in, or otherwise engages in any transaction related to, any property or interests in property blocked pursuant to any Sanctions or Anti-Terrorism Law or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Sanctions or Anti-Terrorism Law.

Section 5.17 of the Credit Agreement is hereby amended to read in its entirety “Reserved]”.

Section 6.04(f) of the Credit Agreement is hereby amended to read in its entirety as follows:

from time to time such other financial data and information as Agent, any Lender or any Issuing Bank may reasonably request, including, without limitation, information or certifications as may be required under the Beneficial Ownership Regulation, if applicable.

Section 6.24 of the Credit Agreement is hereby amended to read in its entirety as follows:

Violate any applicable anti-corruption laws, Sanctions or any Anti-Terrorism Laws or engage in any transaction, investment, undertaking or activity that conceals the identity, source or destination of the proceeds from any category of prohibited offenses designated by the Organization for Economic Co-operation and Development’s Financial Action Task Force on Money Laundering.

Use, directly or indirectly, the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, (x) in violation of anti-corruption laws, (y) to fund any activities or business of or with any Person, or in any country, region or territory, that, is, or whose government is, the subject of Sanctions at the

Deal in, or otherwise engage in any transaction related to, any property or interests in property blocked pursuant to any Sanctions or Anti-Terrorism Law, or (ii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempt to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

Section 10.07(d) of the Credit Agreement is hereby amended by adding to the end of the parenthetical phrase “(which successor shall in all cases be a Lender other than a Defaulting Lender)” the phrase “and such Lender agrees to act in such capacity”.

Section 11.06(b) of the Credit Agreement is hereby amended by adding to the end of the last paragraph thereof a new sentence to read as follows:

Section 11.07(g) of the Credit Agreement is hereby amended to add immediately after the phrase “relating to obligations of the Loan Parties” the phrase “or to any credit insurance provider relating to the obligations of the Loan Parties.”

Schedule I to the Credit Agreement is hereby amended to read as Schedule I attached hereto shall replace all prior versions thereof.

Schedule 5.04 to the Credit Agreement is hereby amended by replacing “December 31, 2016” with “December 31, 2018”.

Schedule 5.06 to the Credit Agreement is hereby amended by replacing “December 31, 2016” with “December 31, 2018”.

Schedule 6.14(b) to the Credit Agreement is hereby amended to read as Schedule 6.14(b) hereto.

The designation of Joint Lead Arrangers and Joint Bookrunners is hereby revised as follows:

Ratification of Guaranties.

The Guarantor hereby ratifies, affirms and confirms each and every of its agreements, obligations and covenants contained in the Guaranty as if fully set forth herein, and agrees that the Guaranty is in full force and effect and that such obligations of the Guarantor extend without limitation to all of the Obligations of the Borrower under and pursuant to the Credit Agreement, as amended hereby, and each of the other Loan Documents.

NEE Partners hereby ratifies, affirms and confirms each and every of its agreements, obligations and covenants contained in the NEE Partners Guaranty as if fully set forth herein, and agrees that the NEE Partners Guaranty is in full force and effect and that such obligations of NEE Partners extend without limitation to all of the Obligations of the Borrower under and pursuant to the Credit Agreement, as amended hereby, and each of the other Loan Documents.

Effect on Original Terms. Each of the Loan Parties, the Agent and the Lenders hereby acknowledge and agree that, except as expressly set forth in this Amendment, all terms of the Credit Agreement shall remain unmodified and shall continue in full force and effect from and as of the date hereof. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under any of the Loan Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the Loan Documents.

Amendment Effective Date. This Amendment shall become effective as of the date hereof (provided that (i) each of the Loan Parties, the Agent and the Lenders have executed and delivered this Amendment on or prior to that date, and (ii) each of the conditions precedent set forth on Annex A hereto shall have been met or performed in the reasonable opinion of the Agent). On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by this Amendment. This Amendment shall be deemed to constitute a Loan Document.

Execution and Delivery. This Amendment may be executed in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by emailed pdf file or other electronic means shall be effective as delivery of a manually-executed counterpart signature page.

Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the principles of conflicts of laws thereunder (other than § 5-1401 of the New York General Obligations Law).

Execution of the Amendment. The Amendment (and any Notes that are to be provided by the Borrower if one or more Lenders have, as of the Amendment Effective Date, requested Notes to be issued pursuant to Section 2.10) shall have been duly executed and delivered by the respective Parties hereto and thereto; provided that no Note shall be issued to any Lender unless specifically requested by such Lender in writing to the Borrower.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance by each of the Loan Parties and the Parent of this Amendment and any other Loan Document to which it is a party, shall have been duly and effectively taken, and evidence thereof satisfactory to the Lenders and the Issuing Banks shall have been provided by each of the Loan Parties and the Parent to the Agents.

Incumbency Certificates. Each of the Loan Parties and the Parent shall have provided their respective incumbency certificates to the Agents, such certificates being dated as of the Amendment Effective Date, signed by their respective duly authorized officers, and giving the name and bearing a specimen signature of each individual who shall be authorized: (1) to sign (A) in the name and on behalf of the Borrower each of the Loan Documents to which it is a party, and (B) in the name and on behalf of the Guarantor each of the Loan Documents to which it is a party, and (C) in the name and on behalf of the Parent each of the Loan Documents to which it is a party, (2) in the case of the Borrower, to make requests for Borrowings and Interest Rate Notices, and (3) to give notices and to take other action on its behalf under the Loan Documents (and under the Guaranty with respect to the Guarantor and under the Parent Guaranty with respect to the Parent).

Borrower’s Certificate. The Agent shall have received the Borrower’s executed certificate (dated as of the Amendment Effective Date) substantially in the form of Exhibit C.

Opinion of Counsel. The Agent shall have received a favorable opinion addressed to the Lenders, the Issuing Banks and the Agent, dated as of the Amendment Effective Date, substantially in the form of Exhibit D, from Squire Patton Boggs (US) LLP, counsel to the Loan Parties and the Parent (and the Borrower hereby instructs such counsel to deliver such opinions to the Agent for the Lenders, the Issuing Banks and the Agents).

Governmental Regulation. Each New Lender shall have received such statements in substance and form reasonably satisfactory to such New Lender as such New Lender shall require for the purpose of compliance with any applicable regulations of the Comptroller of the Currency or the Federal Reserve Board, including, without limitation, applicable “know your customer” requirements and the Beneficial Ownership Regulation, as applicable.

Payment of Fees and Expenses. The Borrower shall have paid all accrued fees and expenses of Agent (including the accrued fees and expenses of counsel to Agent) and extension fees to Agent for the account of the Lenders.

The Borrowers hereby provide notice to the Administrative Agent that May 3, 2019 is hereby deemed to be the Amendment Effective Date.

The Borrower hereby certifies to the Administrative Agent that as of the Amendment Effective Date, except in respect of the matters described in Schedule 5.04 of the Agreement, there has been no material adverse change in the business or financial condition of the Loan Parties from that set forth in the unaudited financial statements for the year ended December 31, 2018. This representation and warranty is made only as of the Amendment Effective Date and shall not be deemed made or remade as of any subsequent date notwithstanding anything contained in the Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with the Agreement.

the genuineness of all signatures and the legal capacity of all individuals who executed Documents individually or on behalf of any of the parties thereto, the accuracy and completeness of each Document submitted for our review, the authenticity of all Documents submitted to us as originals, the conformity to original Documents of all Documents submitted to us as certified or photocopies and the authenticity of the originals of such copies;

that each of the parties to the Operative Documents (other than the Delaware Entities) is a duly organized or created, validly existing entity in good standing under the laws of the jurisdiction of its organization or creation;

the due authorization, execution and delivery of the Operative Documents by all parties thereto (other than the Delaware Entities);

that all parties to the Operative Documents (other than the Delaware Entities) have the power and authority to execute and deliver the Operative Documents, as applicable, and to perform their respective obligations under the Operative Documents, as applicable;

that each of the Operative Documents is the legal, valid and binding obligation of each party thereto (other than the Delaware Entities), enforceable in each case against each such party in accordance with the respective terms of the applicable Operative Documents;

that the conduct of the parties to the Operative Documents has complied with all applicable requirements of good faith, fair dealing and conscionability;

that there are no agreements or understandings between the parties, written or oral, and there is no usage of trade or course of prior dealing between the parties that would, in either case, define, supplement or qualify the terms of any of the Operative Documents (except as specifically set forth in the Operative Documents); and

that none of the addressees of this letter know that the opinions set forth herein are incorrect and there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence relating to the matters which are the subject of our opinions.

US Holdings is validly existing as a limited liability company under the laws of the State of Delaware, its status is active, and it has the requisite corporate power and authority to execute, deliver and perform the Operative Documents to which it is a party.

OpCo is validly existing as a limited partnership under the laws of the State of Delaware, its status is active, and it has the requisite partnership power and authority to execute, deliver and perform the Operative Documents to which it is a party.

NEE Partners is validly existing as a limited partnership under the laws of the State of Delaware, its status is active, and it has the requisite partnership power and authority to execute, deliver and perform the NEE Partners Guaranty.

The execution, delivery and performance of the Operative Documents entered into by each of the Delaware Entities have been duly authorized by all necessary action of the Delaware Entities and the Operative Documents to which the Delaware Entities are parties have been duly executed and delivered by the Delaware Entities.

Each of the Operative Documents to which a Delaware Entity is a party constitutes a valid and binding obligation of such Delaware Entity, enforceable against such Delaware Entity in accordance with its terms.

The execution and delivery of the Operative Documents to which each of the Delaware Entities is a party and the consummation by the Delaware Entities of the transactions

None of the Delaware Entities is an “investment company”, as such term is defined in the Investment Company Act of 1940.

To the extent Article 9 of the New York UCC is applicable, the Security Agreement is effective to create in favor of the Collateral Agent a valid security interest in the “Collateral” (as defined in the Security Agreement). The Financing Statements naming US Holdings and OpCo, respectively, as debtors, filed with the Delaware Filing Office, are effective to perfect the security interest in that portion of the Collateral in which a security interest may be perfected currently by filing a financing statement under the Delaware UCC.

The execution and delivery of the Operative Documents to which any Loan Party is a party and the consummation by the Loan Parties of the transactions contemplated in the Operative Documents to which each such Loan Party is a party will not (A) constitute a breach or violation by such Loan Party of any Applicable Energy Law, (B) require any consent, approval, authorization or other order of any U.S. federal governmental agency under any Applicable Energy Law.

The execution and delivery of the Operative Documents does not adversely affect the validity of the security interest granted by US Holdings or OpCo in their respective right, title or interest in and to the Pledged Deposit Accounts or the LLC Interests.

The enforceability of the Operative Documents may be limited or affected by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer or other laws affecting creditors' rights generally, considerations of public policy and by general principles of equity including, without limitation, concepts of materiality, reasonableness, good faith and fair

any purported waiver of legal rights of any Loan Party or NEE Partners under any of the Operative Documents, or any purported consent thereunder, relating to the rights of the Loan Parties or NEE Partners (including, without limitation, marshaling of assets, reinstatement and rights of redemption, if any), or duties owing to any of them, existing as a matter of law (including, without limitation, any waiver of any provision of the Uniform Commercial Code in effect in the State of New York and/or the State of Delaware) except to the extent that a Loan Party or NEE Partners, as the case may be, may so waive and has effectively so waived (whether in any of the Operative Documents or otherwise); or

any provisions in any of the Operative Documents (a) restricting access to legal or equitable redress or otherwise, requiring submission to the jurisdiction of the courts of a particular state where enforcement thereof is deemed to be unreasonable in light of the circumstances or waiving any rights to object to venue or inconvenient forum, (b) providing that any other party's course of dealing, delay or failure to exercise any right, remedy or option under any of the Operative Documents shall not operate as a waiver, (c) purporting to establish evidentiary standards for suits or proceedings to enforce any of the Operative Documents, (d) allowing any party to declare indebtedness to be due and payable, in any such case without notice, (e) providing for the reimbursement by the non-prevailing party of the prevailing party's legal fees and expenses; (f) with respect to the enforceability of the indemnification provisions in any of the Operative Documents which may be limited by applicable laws or public policy, (g) providing that forum selection clauses are binding on the court or courts in the forum selected, (h) limiting judicial discretion regarding the determination of damages and entitlement to attorneys' fees and other costs, (i) which deny a party who has materially failed to render or offer performance required by any of the Operative Documents the opportunity to cure that failure unless permitting a cure would unreasonably hinder the non-defaulting party from making substitute arrangements for performance or unless it was important in the circumstances to the non-defaulting party that performance occur by the date stated in the agreement, (j) releasing, exculpating or exempting a party for, liability for its own actions or inactions, to the extent the action or inaction involves negligence, gross negligence, recklessness, willful misconduct or unlawful conduct, (k) that purport to grant rights of setoff to parties that are not in privity of contract with the party against whom such setoff is sought or with whom such parties do not share an identity of obligations, or (l) which purport to waive any right to trial by jury.

The foregoing opinions are subject to applicable laws with respect to statutory limitations of the time periods for bringing actions.

We express no opinion as to the subject matter jurisdiction of any United States federal court to adjudicate any claim relating to any Operative Documents where jurisdiction based on diversity of citizenship under 28 U.S.C. §1332 does not exist.

We express no opinion as to the enforceability of any provision granting any party a power of attorney to act on behalf of another party or any purported waiver, release, variation, disclaimer, consent or other agreement to similar effect (all of the foregoing, collectively, a “Waiver”) by any Loan Party to the extent limited by applicable law (including judicial decisions), or to the extent that such a Waiver applies to a right, claim, duty or defense or a ground for, or a circumstance that would operate as, a discharge or release otherwise existing or occurring as a matter of law (including judicial decisions).

In rendering the opinions expressed in this letter, we have made no examination and express no opinion with respect to (i) except to the limited extent set forth in paragraphs (8) and (10), the nature or extent of any Person's respective rights in, or title to, the Collateral, or (ii) except to the limited extent set forth in paragraphs (8) and (10), existence or nonexistence of liens, security interests, charges or encumbrances thereon or therein actually of record or otherwise, or (iii) the priority of any liens on any part of the Collateral or, except to the limited extent set forth in paragraphs (8) and (10), the creation or perfection of any liens on any part of the Collateral.

Our opinion in paragraph (8) above is further qualified as follows:

Agreement:

Amended and Restated NEE Partners Guaranty, dated as of October 24, 2017 (the “NEE Partners Guaranty”), between NEE Partners and Bank of America, N.A., as Collateral Agent for the Secured Parties (as defined therein) (the “Collateral Agent”)

Amended and Restated Security Agreement, dated as of October 24, 2017 (the “Security Agreement”), by and among US Holdings and OpCo (each a “Grantor” and, collectively, the “Grantors”) and the Collateral Agent.

The following financing statements (together, the “Financing Statements”):

Amended and Restated Intercreditor and Collateral Agency Agreement, dated as of October 24, 2017, between the Collateral Agent, and Bank of America, N.A., as Administrative Agent, and the Existing Hedge Banks (as more specifically described therein) as acknowledged by US Holdings, Canada Holdings, and OpCo (the “Intercreditor Agreement”)

The following Control Agreements (each, a “Control Agreement” and, collectively, the “Control Agreements”):

The following Deposit Account Control Agreements (each, a “Deposit Account Control Agreement” and, collectively, the “Deposit Account Control Agreements”):

Constituent Documents - NextEra Energy US Partners Holdings, LLC (“US Holdings”)

Certificate of the Secretary of US Holdings, dated as of July 1, 2014, with respect to (i) limited liability company agreement of US Holdings, (ii) the certificate of limited partnership of US Holdings, (iii) the active status of US Holdings in the State of Delaware, and (iv) the resolutions of the Sole Member of US Holdings approving the transactions contemplated pursuant to the Operative Documents.

Certificate of the Secretary of US Holdings, dated as of July 1, 2014, with respect to the incumbency and specimen signatures of the officers of US Holdings executing the Operative Documents on behalf of US Holdings.

Certificate of the Secretary of US Holdings, dated as of October 24, 2017, with respect to (i) limited liability company agreement of US Holdings, (ii) the certificate of limited partnership of US Holdings, (iii) the active status of US Holdings in the State of Delaware, and (iv) the resolutions of the Sole Member of US Holdings approving the transactions contemplated pursuant to the Operative Documents.

Certificate of the Secretary of US Holdings, dated as of October 24, 2017, with respect to the incumbency and specimen signatures of the officers of US Holdings executing the Operative Documents on behalf of US Holdings.

Certificate of the Secretary of US Holdings, dated as of the date hereof, with respect to (i) limited liability company agreement of US Holdings, (ii) the certificate of limited partnership of US Holdings, (iii) the active status of US Holdings in the State of Delaware, and (iv) the resolutions of the Sole Member of US Holdings approving the transactions contemplated pursuant to the Operative Documents.

Certificate of the Secretary of US Holdings, dated as of the date hereof, with respect to the incumbency and specimen signatures of the officers of US Holdings executing the Operative Documents on behalf of US Holdings.

Constituent Documents – NextEra Energy Operating Partners, LP (“OpCo”)

Certificate of the Secretary of NextEra Energy Operating Partners GP, LLC (the “OpCo General Partner”), the General Partner of OpCo, dated July 1, 2014, with respect to (i) Partnership Agreement of OpCo, (ii) the certificate of limited partnership of OpCo, (iii) the active status of OpCo in the State of Delaware, (iv) the limited liability company agreement of the OpCo General Partner, (v) the limited liability company certificate of the OpCo General Partner, (vi) the active status of the OpCo General Partner in the State of Delaware, and (vii) the resolutions of the OpCo General Partner approving the transactions contemplated pursuant to the Operative Documents.

Certificate of the Secretary of the OpCo General Partner, dated July 1, 2014, with respect to the incumbency and specimen signatures of the officers of the OpCo General Partner executing the Operative Documents on behalf of OpCo.

Certificate of the OpCo General Partner, dated October 24, 2017, with respect to (i) Partnership Agreement of OpCo, (ii) the certificate of limited partnership of OpCo, (iii) the active status of OpCo in the State of Delaware, (iv) the limited liability company agreement of the OpCo General Partner, (v) the limited liability company certificate of the OpCo General Partner, (vi) the active status of the OpCo General Partner in the State of Delaware, and (vii) the resolutions of the OpCo General Partner approving the transactions contemplated pursuant to the Operative Documents.

Certificate of the Secretary of the OpCo General Partner, dated October 24, 2017, with respect to the incumbency and specimen signatures of the officers of the OpCo General Partner executing the Operative Documents on behalf of OpCo.

Certificate of the Secretary of the OpCo General Partner, dated as of the date hereof, with respect to (i) Partnership Agreement of OpCo, (ii) the certificate of limited partnership of OpCo, (iii) the active status of OpCo in the State of Delaware, (iv) the limited liability company agreement of the OpCo General Partner, (v) the limited liability company certificate of the OpCo General Partner, (vi) the active status of the OpCo General Partner in the State of Delaware, and (vii) the resolutions of the OpCo General Partner approving the transactions contemplated pursuant to the Operative Documents.

Certificate of the Secretary of the OpCo General Partner, dated as of the date hereof, with respect to the incumbency and specimen signatures of the officers of the OpCo General Partner executing the Operative Documents on behalf of OpCo.

Constituent Documents – NextEra Energy Partners, LP (“NEE Partners”)

Certificate of the Secretary of NextEra Energy Partners GP, Inc. (the “NEE Partners General Partner”), the General Partner of NEE Partners, dated as of July 1, 2014, with respect to (i) Partnership Agreement of NEE Partners, (ii) the

Certificate of the Secretary of the NEE Partners General Partner, dated as of July 1, 2014, with respect to the incumbency and specimen signatures of the officers of the NEE Partners General Partner executing the Operative Documents on behalf of NEE Partners.

Certificate of the Secretary of the NEE Partners General Partner, the General Partner of NEE Partners, dated as of October 24, 2017, with respect to (i) Partnership Agreement of NEE Partners, (ii) the certificate of limited partnership of NEE Partners, (iii) the active status of NEE Partners in the State of Delaware, (iv) the certificate of incorporation of the NEE Partners General Partner, (v) the by-laws of the NEE Partners General Partner, (vi) the active status of the NEE Partners General Partner in the State of Delaware, and (vii) the resolutions of the NEE Partners General Partner approving the transactions contemplated pursuant to the Operative Documents.

Certificate of the Secretary of the NEE Partners General Partner, dated as of October 24, 2017, with respect to the incumbency and specimen signatures of the officers of the NEE Partners General Partner executing the Operative Documents on behalf of NEE Partners.

Certificate of the Secretary of the NEE Partners General Partner, the General Partner of NEE Partners, dated as of the date hereof, with respect to (i) Partnership Agreement of NEE Partners, (ii) the certificate of limited partnership of NEE Partners, (iii) the active status of NEE Partners in the State of Delaware, (iv) the certificate of incorporation of the NEE Partners General Partner, (v) the by-laws of the NEE Partners General Partner, (vi) the active status of the NEE Partners General Partner in the State of Delaware, and (vii) the resolutions of the NEE Partners General Partner approving the transactions contemplated pursuant to the Operative Documents.

Certificate of the Secretary of the NEE Partners General Partner, dated as of the date hereof, with respect to the incumbency and specimen signatures of the officers of the NEE Partners General Partner executing the Operative Documents on behalf of NEE Partners.