I had an idea regarding a seller note structure and am curious if there are any issues with structuring this in conjunction with SBA financing.

The seller note structure would be one where the payments are not fixed, but based on a waterfall tied to business performance. As an example, you would start with EBITDA, less any CapEx, less senior debt payments (SBA), less a predetermined cash cushion, and the remainder would be swept as a repayment of the seller note. This allows for faster seller note repayment if the business performs well but also provides protections for the buyer in an underperforming scenario. There would still be a fixed term and the balance would be due at the maturity in full if it had not already been paid down.

Any issue with a structure like this as it relates to SBA financing compliance?