Validating WC/LOC math on un-subordinated seller note + AR exclusion (commercial trades acquisition)

Self-funded searcher in the Pacific Northwest. Under LOI for a small commercial trades acquisition, all seller-financed (no SBA). Just got a counter back that has me concerned about post-close working capital, and I want to validate my read before sending my response. Counter terms (relevant pieces): Purchase price ~$1.3M ~$375-425K down via ROBS ~$925K seller note, 10-year amortization, 7.5%, with a "buyer's discretion" balloon between year 4 and year 7 Seller note secured by an un-subordinated UCC-1 on all acquired assets AND on "other Company assets acquired until the note is paid in full" (i.e., reaches future post-close acquisitions) Accounts receivable EXCLUDED from the deal (~$461K stripped) All cash and cash equivalents EXCLUDED (except customer deposits) Buyer takes inventory, equipment, vehicles, customer contracts, vendor relationships, goodwill, etc. Original plan was to roll a working capital line into an SBA 7(a) acquisition loan. Pivoted to all-seller-financed structure when the seller indicated installment sale (IRC 453) treatment was important to him. So I'm now structuring WC/LOC separately. Two questions: Am I right that this counter as written makes a post-close WC/LOC effectively impossible? My read: no senior lender will give me a revolver against AR/inventory if the seller note has a first-position UCC-1 on those same assets. Combined with AR being stripped from the deal, day-one liquidity is essentially zero. Lenders I've talked to so far have confirmed the priority concern. Anyone seen this work some other way? For those who've done seller-financed acquisitions with a WC/LOC overlay, what structures have actually worked? Specifically: Subordination agreement with the seller (seller note moves behind a senior WC facility on AR/inventory specifically)? Carve-out language that limits seller's UCC to hard assets only (equipment, goodwill, etc.) leaving AR/inventory available as collateral for a revolver? AR included in the deal so the buyer has a borrowing base? A combination? In my counter I'm proposing: UCC-1 on acquired assets only (removing the future-asset reach), seller note subordinated to a senior WC facility secured by AR/inventory, subordination agreement negotiated and finalized before close. For context on the WC need: This is a project-based business with###-###-#### day collection cycles, regular union payroll (every two weeks, non-negotiable timing), and material/sub costs that can spike with WIP. Without AR or a revolver, the math doesn't work in month two. Trying to figure out if my position is reasonable or if I'm missing a structure that experienced searchers use here. Any input appreciated.