SPEARMAN, A.C.J.
¶ 1 The McNaughton Group, LLC (TMG) entered into agreements with Silver Lake Water and Sewer District (the District) to construct sewer facilities that it would transfer to the District in exchange for the provision of sewer and water services. The sewer facilities were to serve the Sommerwood Property, a residential subdivision being developed by TMG. After the sewer facilities were constructed, TMG conveyed them to the District and TMG received a right to future "latecomers fees" from the District that would reimburse it for the cost of constructing the facilities. Meanwhile, TMG obtained a loan from Horizon Bank that was secured by a deed of trust on the Sommerwood Property. After TMG defaulted, Horizon acquired the property at a foreclosure sale. The sale left a deficiency on the loan. Washington Federal Savings and Loan Association (Washington Federal) subsequently acquired Horizon's rights related to the Sommerwood Property. Washington Federal filed a declaratory relief action against TMG, asserting that it acquired, under the deed of trust, TMG's right to the latecomers fees. The trial court dismissed Washington Federal's action on summary judgment. The issue on appeal is whether Washington Federal has a claim to the latecomers fees. We conclude that the provisions of the deed of trust on which Washington Federal relies did not grant a security interest in the latecomers fees and affirm.
¶ 2 In 2003, TMG began acquiring real estate in Snohomish County to develop a residential subdivision, the "Sommerwood Property." Clerk's Papers (CP) at 940. To obtain approval of its development plans, TMG had to ensure that sewer facilities would be available to serve the Sommerwood Property and surrounding subdivisions.
¶ 3 Meanwhile, in March 2005, TMG obtained a $7 million "Line of Credit" from Horizon Bank. The Line of Credit, which allowed TMG to acquire bare land and to develop plats, was eventually secured by a "Deed of Trust" on the Sommerwood Property.
CP at 1269. The Deed of Trust provided a legal description of the land comprising the Sommerwood Property. The Deed of Trust also gave a security interest in "all of [TMG's] right, title, and interest in and to all leases, Rents, and profits of the Property," with "Rents" defined as "all present and future rents, revenues, income, issues, royalties, profits, and other benefits derived from the Property." CP at 1269. At the time the Deed of Trust was executed, Horizon was not aware of TMG's plans to build the Sewer Facilities. At the time, Horizon valued the Sommerwood Property on an "as is"/raw land basis of $16,820,000. The loan amount for the Line of Credit was increased to $11,700,000 in November 2007.
¶ 4 After the Sewer Facilities were built, TMG conveyed and transferred them to the District under a February 26, 2009 Bill of Sale.
¶ 5 By April 2009, TMG was in default on the loan from Horizon. TMG did not cure the default, and Horizon purchased the Sommerwood Property at a nonjudicial foreclosure sale on September 18, 2009. The Sommerwood Property was conveyed to Horizon by Trustee's Deed. The sale left a deficiency of more than $6 million on the loan.
¶ 6 On October 7, 2009, TMG and the District entered into a "latecomers agreement" under which the District would reimburse TMG a portion of the cost of constructing the Sewer Facilities.
¶ 7 On January 8, 2010, after regulators closed Horizon and named the Federal Deposit Insurance Corporation (FDIC) as the bank's receiver, Washington Federal purchased certain assets of Horizon from the FDIC, including the Line of Credit and all rights related to the Sommerwood Property.
¶ 8 On December 30, 2010, Washington Federal brought a declaratory relief action against TMG and the District, seeking a determination that it was entitled to any payments made by the District under the latecomers agreement.
¶ 9 This court reviews summary judgment de novo. Hearst Communications, Inc. v. Seattle Times Co., 154 Wn.2d 493, 501, 115 P.3d 262 (2005). Summary judgment should be granted if the pleadings, depositions, answers to interrogatories, admissions, and affidavits show that there is no genuine issue of material fact and the moving party is entitled to judgment as a matter of law. Id.; CR 56(c).
¶ 10 Security agreements are interpreted like any other contract. Parker Roofing Co. v. Pacific First Fed. Sav. Bank, 59 Wn.App. 151, 155, 796 P.2d 732 (1990). "[T]he intent of the security agreement is interpreted as a matter of law." Id. Courts ascertain the parties' intent by focusing on the "objective manifestations of the agreement, rather than on the unexpressed subjective intent of the parties," giving terms their ordinary, usual, and popular meaning unless the agreement clearly demonstrates a contrary intent. Hearst, 154 Wash.2d at 503,
¶ 11 Washington Federal contends the Deed of Trust granted Horizon a security interest in TMG's right to latecomers fees because they were (1) "proceeds" of "improvements" and "fixtures" on the Sommerwood Property and (2) "rights ... related to" and "present and future ... benefits derived from" the Sommerwood Property. CP at 1269. It also contends the latecomers fees were unpaid "profits" under Washington real estate law that passed to Washington Federal. TMG contends the Deed of Trust did not grant a security interest in the latecomers fees because latecomers fees were not reasonably identified as collateral and because neither TMG nor Horizon intended to include them as collateral. The District argues that finding public sewer facilities to be collateral subject to deeds of trust violates public policy considerations and that the Sewer Facilities are not improvements or fixtures.
¶ 12 Washington Federal first contends the latecomers fees are "proceeds" of collateral described in the Deed of Trust. It contends the Sewer Facilities are collateral because they are both "improvements" and "fixtures."
¶ 13 Washington Federal takes the untenable position that the Sewer Facilities are collateral in which it has a security interest under the Deed of Trust but that it does not own the Sewer Facilities and would not want to own them. It concedes that it was in its best interest, as the owner of the Sommerwood Property, for the ownership of the Sewer Facilities to reside in the District because such ownership facilitates plat approval and increases the value of the land that is the subject of the Deed of Trust. Washington Federal's concessions reveal that it could not and would not have been within the contemplation of the contracting parties to the Deed of Trust — TMG and Horizon — for ownership of the Sewer Facilities to reside in anyone other than the District. As both parties recognize, the utility and value of the Sewer Facilities to the landowner can be realized only when the facilities are owned by the District, which is the only entity that can operate them. See WAC 173-240-104(1)(domestic sewage facilities will not be approved
¶ 14 Because we conclude that the Sewer Facilities were not collateral under the Deed of Trust, we do not reach the issue of whether TMG's right to latecomers fees is a "proceed" of the Sewer Facilities.
¶ 15 Washington Federal next contends the latecomers fees are "rights ... relating to" and "benefits derived from" the Sommerwood Property. CP at 1269. The Deed of Trust states that Horizon has a security interest in "all other rights, royalties, and profits relating to the real property, including without limitation all minerals, oil, gas, geothermal and similar matters...." CP at 1269. The Deed of Trust also includes "all of [TMG's] right, title, and interest in and to all leases, Rents, and profits of the Property," CP at 1269, with "Rents" defined as "all present and future rents, revenues, income, issues, royalties, profits, and other benefits derived from the Property." CP at 1275.
¶ 16 Washington Federal contends that the latecomers payments arise exclusively from ownership of the land, noting that only property owners can enter into extension and latecomers agreements under RCW 57.22.010 and RCW 57.22.020. Stated simply, its argument is that without the Sommerwood Property, there would be no latecomers payments.
¶ 17 We disagree. While the right to latecomers fees could not exist absent the construction of the Sewer Facilities, which were built to facilitate the development of the Sommerwood Property, latecomers fees are not "rights relating to" or "benefits derived from" the Sommerwood Property itself. Rather, the latecomers fees relate to and are reimbursement for TMG's costs in constructing the Sewer Facilities, which belong to the District. Moreover, only part of the Sewer Facilities are found on the Sommerwood Property, and the latecomers fees are for reimbursement for construction of the Sewer Facilities as a whole.
¶ 18 Furthermore, a right to latecomers fees reimbursing TMG for its costs in constructing the Sewer Facilities is unlike the other items listed as "rights, royalties, and profits relating to" the Sommerwood Property. Under the doctrine of ejusdem generis, "specific words or terms modify and restrict the interpretation of general words or terms where both are used in sequence." State v. Reader's Digest Ass'n. Inc., 81 Wn.2d 259, 279, 501 P.2d 290 (1972) (citing, King County Water Dist. No. 68 v. Tax Com'n, 58 Wn.2d 282, 286, 362 P.2d 244 (1961)). "The ejusdem generis rule is generally applied to general and specific words clearly associated in the same sentence in a pattern such as `[specific], [specific], or [general]' or `[general], including [specific] and [specific].'" Southwest Wash. Chapter, Nat'l Elec. Contractors Ass'n v. Pierce County, 100 Wn.2d 109, 116, 667 P.2d 1092 (1983) (alterations in original). (See e.g., State v. Stockton, 97 Wn.2d 528, 530, 647 P.2d 21 (1982)). Here, a right to latecomers fees is unlike rights relating to minerals, oil, gas, and geothermal matters. While these are not the only rights, royalties, and profits that may be subject to the Deed of Trust given the "without
¶ 19 Finally, Washington Federal contends that even if Horizon did not have a security interest in TMG's right to latecomers fees, the latecomers fees were unpaid "profits" under real property law. We disagree.
¶ 20 Unpaid rents and profits are considered real property for purposes of a deed of trust. RCW 7.28.230(2) ("Until paid, the rents and profits of real property constitute real property for the purposes of mortgages, trust deeds, or assignments whether or not said rents and profits have accrued."); Kezner v. Landover Corp., 87 Wn.App. 458, 464-65, 942 P.2d 1003 (1997). Thus, where rents and profits are part of the security granted in a deed of trust, the former owner's interest in unpaid rents and profits on the property is "part of the bundle of rights passed to the new owner upon foreclosure." Kezner, 87 Wash.App. at 460, 942 P.2d 1003. RCW 7.28.230 does not define "profits," so we give the term its ordinary meaning. State v. Gonzalez, 168 Wn.2d 256, 263, 226 P.3d 131 (2010). "Profits" means any "benefit, advantage, or pecuniary gain accruing to the owner or occupant of land from its actual use[.]" Great-West Life & Annuity Assur. Co. v. Parke Imperial Canton, Ltd., 177 B.R. 843, 852 (Bankr.N.D.Ohio 1994) (quoting Black's Law Dictionary 1090 (5th ed.1979)).
¶ 21 Here, the latecomers fees do not derive from the actual use of the Sommerwood Property and are therefore not "profits." They constitute reimbursement for TMG's costs in constructing the Sewer Facilities.
¶ 22 Affirmed.
WE CONCUR: DWYER and GROSSE, JJ.