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Exhibit 25.1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM T-1
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
SECTION 305(b) (2)

WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
A National Banking Association94-1347393
(Jurisdiction of incorporation or(I.R.S. Employer
organization if not a U.S. nationalIdentification No.)
bank)
101 North Phillips Avenue
Sioux Falls, South Dakota57104
(Address of principal executive offices)(Zip code)

Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17th Floor
Minneapolis, Minnesota 55479
(612) 667-4608

(Name, address and telephone number of agent for service)
_____________________________
COVANTA HOLDING CORPORATION
(Exact name of obligor as specified in its charter)
Delaware95-6021257
(State or other jurisdiction of(I.R.S. Employer
incorporation or organization)Identification No.)
445 South Street
Morristown, New Jersey7960
(Address of principal executive offices)(Zip code)
_____________________________
Debt Securities
(Title of the indenture securities)
_____________________________




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

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

Comptroller of the Currency
Treasury Department
Washington, D.C.

Federal Deposit Insurance Corporation
Washington, D.C.

Federal Reserve Bank of San Francisco
San Francisco, California 94120

(b) Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2. 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.

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 for Wells Fargo Bank, National Association, dated January 14, 2015.*

Exhibit 3. A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated January 6, 2014.*

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

Exhibit 5. Not applicable.

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.

Exhibit 8. Not applicable.

Exhibit 9. Not applicable.

* 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.





SIGNATURE


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 10th day of September, 2020.






WELLS FARGO BANK, NATIONAL ASSOCIATION


/s/Raymond Delli Colli
Raymond Delli Colli
Vice President








EXHIBIT 6




September 10, 2020



Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

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.




Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION



/s/Raymond Delli Colli
Raymond Delli Colli   Vice President





Exhibit 7

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, 2020, 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$24,026 
Interest-bearing balances234,953 
Securities:
Held-to-maturity securities168,952 
Available-for-sale securities220,190 
Equity Securities with readily determinable fair value not held for trading295
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices23 
Securities purchased under agreements to resell69,768 
Loans and lease financing receivables:
Loans and leases held for sale31,851 
Loans and leases, net of unearned income901,533 
LESS: Allowance for loan and lease losses18,587 
Loans and leases, net of unearned income and allowance882,946 
Trading Assets54,369 
Premises and fixed assets (including capitalized leases)11,582 
Other real estate owned190 
Investments in unconsolidated subsidiaries and associated companies13,135 
Direct and indirect investments in real estate ventures23 
Intangible assets31,115 
Other assets56,522 
Total assets$1,799,940 
LIABILITIES
Deposits:
In domestic offices$1,464,907 
Noninterest-bearing522,621 
Interest-bearing942,286 
In foreign offices, Edge and Agreement subsidiaries, and IBFs36,301 
Noninterest-bearing851 
Interest-bearing35,450 
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices10,047 
Securities sold under agreements to repurchase6,465 



Dollar Amounts
In Millions
Trading liabilities11,918 
Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases)56,468 
Subordinated notes and debentures12,503 
Other liabilities32,879 
Total liabilities$1,631,488 
EQUITY CAPITAL
Perpetual preferred stock and related surplus— 
Common stock519 
Surplus (exclude all surplus related to preferred stock)114,730 
Retained earnings51,212 
Accumulated other comprehensive income1,959 
Other equity capital components— 
Total bank equity capital168,420 
Noncontrolling (minority) interests in consolidated subsidiaries32 
Total equity capital168,452 
Total liabilities, and equity capital$1,799,940 

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 and belief.
         
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
Maria R. Morris
Theodore F. Craver, Jr.
Juan A. Pujadas