Exhibit

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

_____________________________

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)



A National Banking Association		94-1347393
(Jurisdiction of incorporation or		(I.R.S. Employer
organization if not a U.S. national		Identification No.)
bank)

101 North Phillips Avenue
Sioux Falls, South Dakota		57104
(Address of principal executive offices)		(Zip code)

Wells Fargo & Company

Law Department, Trust Section

Sixth Street and Marquette Avenue, 17^th Floor

Minneapolis, Minnesota 55479

(Name, address and telephone number of agent for service)

_____________________________

COVANTA HOLDING CORPORATION

(Exact name of obligor as specified in its charter)



Delaware		95-6021257
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

445 South Street
Morristown, New Jersey		07960
(Address of principal executive offices)		(Zip code)

_____________________________

(Title of the indenture securities)

_____________________________

Item 1. General Information. Furnish the following information as to the trustee:

Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Federal Deposit Insurance Corporation

Federal Reserve Bank of San Francisco

San Francisco, California 94120

Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee. Not applicable.

Item 16. List of Exhibits.

List below all exhibits filed as a part of this Statement of Eligibility.

A copy of the Articles of Association of the trustee now in effect.*

A copy of the Comptroller of the Currency Certificate of Corporate Existence and

Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4,

Copy of By-laws of the trustee as now in effect.***

The consent of the trustee required by Section 321(b) of the Act.

A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

* Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit to the Filing 305B2 dated March 13, 2015 of file number 333-190926.

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York on the 6th day of September, 2017.

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Raymond Delli Colli

Securities and Exchange Commission

Washington, D.C. 20549

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Raymond Delli Colli

Consolidated Report of Condition of

Wells Fargo Bank National Association

of 101 North Phillips Avenue, Sioux Falls, SD 57104

And Foreign and Domestic Subsidiaries,

at the close of business June 30, 2017, filed in accordance with 12 U.S.C. §161 for National Banks.



		Dollar Amounts
		In Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		$	19,386
Interest-bearing balances		195,432
Securities:
Held-to-maturity securities		140,286
Available-for-sale securities		240,904
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		72
Securities purchased under agreements to resell		31,063
Loans and lease financing receivables:
Loans and leases held for sale		20,008
Loans and leases, net of unearned income	928,756
LESS: Allowance for loan and lease losses	10,281
Loans and leases, net of unearned income and allowance		918,475
Trading Assets		44,239
Premises and fixed assets (including capitalized leases)		7,782
Other real estate owned		765
Investments in unconsolidated subsidiaries and associated companies		11,629
Direct and indirect investments in real estate ventures		294
Intangible assets
Goodwill		22,671
Other intangible assets		16,509
Other assets		62,422

Total assets		$	1,731,937

LIABILITIES
Deposits:
In domestic offices		$	1,237,791
Noninterest-bearing	433,623
Interest-bearing	804,168
In foreign offices, Edge and Agreement subsidiaries, and IBFs		122,015
Noninterest-bearing	654
Interest-bearing	121,361
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices		4,026
Securities sold under agreements to repurchase		7,123



	Dollar Amounts
	In Millions


Trading liabilities	11,964
Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases)	136,524
Subordinated notes and debentures	12,952
Other liabilities	36,121

Total liabilities	$	1,568,516

EQUITY CAPITAL
Perpetual preferred stock and related surplus	—
Common stock	519
Surplus (exclude all surplus related to preferred stock)	110,513
Retained earnings	52,469
Accumulated other comprehensive income	(470		)
Other equity capital components	—

Total bank equity capital	163,031
Noncontrolling (minority) interests in consolidated subsidiaries	390

Total equity capital	163,421

Total liabilities, and equity capital	$	1,731,937

I, John R. Shrewsberry, Sr. EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared

in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge



				John R. Shrewsberry
				Sr. EVP & CFO

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.



Directors
Enrique Hernandez, Jr
James Quigley
Stephen Sanger


Item 2.	Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.


Exhibit 1.	A copy of the Articles of Association of the trustee now in effect.*


Exhibit 2.	A copy of the Comptroller of the Currency Certificate of Corporate Existence and


Exhibit 4.	Copy of By-laws of the trustee as now in effect.***


Exhibit 6.	The consent of the trustee required by Section 321(b) of the Act.


Exhibit 7.	A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.