If the manager holds the license and I can't fire him for a year, what do I own?

Working through the management agreement on a 44-unit AL, $9.8M ask, 88 census, blended rate around $4,850, T12 revenue $2.24M and EBITDAR just under $780k after a 5 percent base fee. The base fee is calculated on gross revenue including community fees and third-party ancillary billing, which the operator doesn't collect but does invoice through, so I'm effectively paying a fee on money that passes through the building.

The part that bothers me more is section 11. Termination without cause takes 12 months' written notice, and the license is held by the manager's entity, not the property owner and not a TRS I'd control. So the notice clock and the change-of-ownership survey clock run one after the other, not together, and in most states a CHOW filing is its own review with its own timeline. On my read that's 15 to 18 months where I own a building whose license belongs to a counterparty I'm trying to fire.

There's also an incentive fee, 20 percent of cash flow above a $650k threshold, and the threshold isn't indexed and sits below current EBITDAR, so it's already earned on day one.

How do people actually get the license into an entity the owner controls without triggering a full re-survey mid-hold? And is a for-cause carve-out tied to census or margin covenants worth anything if the manager is the license holder anyway? I don't see how a cure period helps me here.