(1) A security interest in trade receivables may be created by the grantor and is effective against the debtor of trade receivables under Part V despite an agreement between the debtor of trade receivables and the initial grantor or a subsequent grantor that limits the right or power of the initial or subsequent grantor to create a security interest in the trade receivables.
(2) Where an agreement under subsection (1) is breached by a grantor, this section does not affect an obligation or a liability of the grantor to the debtor of trade receivables for breach of that agreement, and the debtor of trade receivables may not —
(a) avoid the contract giving rise to the trade receivables on the ground of the breach of that agreement; or
(b) raise against the secured creditor a claim the debtor of receivables may have against the grantor as a result of the breach.
(3) A person that is not a party to an agreement under subsection (1) is not liable for the breach of the agreement by the grantor on the ground that the person had knowledge of the agreement.