Commercial janitorial company, seller financing offered

A commercial janitorial services business: $2.4M revenue, $520K SDE, asking $1.7M (3.3x). The seller has agreed to finance 40% of the price over five years at 6%, subordinated behind your SBA acquisition loan. In redlines, the seller's attorney strikes every clawback and offset clause, insisting on full payout of the note regardless of post-close performance, on the grounds that the seller 'already priced in the risk' by agreeing to finance at all. Separately, your SBA lender requires the seller note be on full standby — no principal or interest payments — for the first two years.