SHULMAN, Chief Judge.
In July of 1980, appellant entered into a financing agreement with Kenworth of Greenville (hereinafter "Kenworth") pursuant to which Kenworth assigned to appellant all its accounts receivable. On the same day, appellee, an account debtor of Kenworth, executed a letter agreement by which it acknowledged the assignment, agreed not to assert against appellant any defenses or claims of offset arising out of any transactions then or thereafter with...
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