REMARKETING AGREEMENT

      THIS REMARKETING AGREEMENT, dated May 21, 1998, as amended and
supplemented from time to time (this "Agreement"), is among Charter MAC Owner
Trust I (the "Owner Trust"), Charter MAC Floater Certificate Trust I (the
"Certificate Trust"), Charter Municipal Mortgage Acceptance Company ("Charter"),
each a Delaware Business Trust, First Tennessee Bank National Association,
together with its successors and assigns, as Tender Agent (the "Tender Agent")
and Certificate Trust Agent (the "Certificate Trust Agent") under the
Certificate Trust and Goldman, Sachs & Co. as Remarketing Agent (the
"Remarketing Agent").

                                   BACKGROUND

      Pursuant to the authority of the Delaware Business Trust Act, 12 Del.C.
Sections 3801 et. seq., and the trust agreement (the "Certificate Trust
Agreement"), dated May 21, 1998, among Charter MAC Owner Trust I, First
Tennessee Bank National Association, as the Tender Agent and the Certificate
Trust Agent, and Wilmington Trust Company, as the Certificate Trustee, the
Certificate Trust is authorized to issue, sell and deliver not to exceed
$150,000,000 of aggregate principal amount of Charter MAC Floater Certificate
Trust I Floating Rate Certificates of Beneficial Ownership (the "Certificates"
or the "Low Floater Certificates"). The Certificate Trust contemplates the
potential remarketing of Certificates, from time to time, to one or more
purchasers found by the Remarketing Agent in the event of the exercise by a
Holder of the Certificates of its right to tender, or in the event such Holder
of the Certificates is required to tender, its Certificates pursuant to the
Certificate Trust Agreement. The trust agreement (the "Owner Trust Agreement"),
dated May 21, 1998, among J. Michael Fried, Stuart J. Boesky, Alan P. Hirmes,
George A. Massih, III and William H. Freeborn, as Managing Trustees, Charter MAC
Origination Trust I, and Wilmington Trust Company, as Registered Trustee,
provides for the issuance of a Senior Certificate by the Owner Trust to the
Certificate Trust. The Senior Certificate represents the right to receive on a
priority basis on each Senior Certificate Distribution Payment Date a portion of
the interest received by the Owner Trust on the Municipal Bonds owned by the
Owner Trust in an amount equal to the Senior Certificate Distribution Payment.
The Certificate Trust and the Owner Trust wish to engage the Remarketing Agent
to remarket the Certificates and to set the Senior Certificate Distribution
Rate. The Remarketing Agent, subject to certain terms and conditions, is willing
to enter into such engagements. Thus, in consideration of the foregoing, the
mutual promises contained herein and other valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree
(capitalized terms used but not defined in this Agreement shall have meanings
ascribed to such terms in the Certificate Trust Agreement or the Owner Trust
Agreement) as follows:

      1.    Appointment of Agent.

            Pursuant to Section 6.18 of the Certificate Trust Agreement and
Section 6.7 of the Owner Trust Agreement, respectively, Owner Trust has
appointed the Remarketing Agent 

<PAGE>

to act as exclusive agent of the Certificate Trust in connection with the
remarketing of the Certificates and as exclusive agent of the Owner Trust in
connection with the determination of the Senior Certificate Distribution Rate,
subject to the terms and conditions and upon the representations and warranties
contained herein, in the Certificate Trust Agreement and in the Owner Trust
Agreement. The Remarketing Agent hereby accepts such appointment.

      2.    Responsibilities of Agent.

            It is understood and agreed that the Remarketing Agent's
responsibilities under this Agreement include (i) determination and announcement
of the Senior Certificate Distribution Rate in accordance with the standards and
procedures set forth in Section 6.7 of the Owner Trust Agreement; (ii) using its
best efforts to attempt to remarket certain Certificates tendered or deemed
tendered to the Tender Agent pursuant to Sections 6.12 and 6.13 of the
Certificate Trust Agreement; and (iii) performing such other related functions
as are set forth in this Agreement and as may be reasonably requested by the
Certificate Trust Agent or the Owner Trust and agreed to by the Remarketing
Agent. In connection with the performance of the foregoing responsibilities, the
Remarketing Agent agrees to act in accordance with all applicable securities
laws relating thereto and regulations promulgated thereunder.

      3.    The Certificates.

            The Certificates will be issuable upon the terms and conditions, and
will have the form, tenor, terms and specifications set forth in the Certificate
Trust.

      4.    Authorized Officers.

            From time to time, the Certificate Trust, the Owner Trust, the
Remarketing Agent and the Tender Agent will furnish to each other a certificate
setting forth the names and specimen signatures of each officer and employee
then authorized to give instructions or notices, or to approve transactions
hereunder. The Remarketing Agent and the Tender Agent shall act hereunder only
upon the instructions of authorized officers or employees of the Certificate
Trust, the Owner Trust, the Remarketing Agent and the Tender Agent, as the case
may be, unless this Agreement authorizes a party hereto to act without such
instructions. The Remarketing Agent and the Tender Agent shall be entitled to
rely for all purposes of this Agreement on instructions given by any such
officer or employee named in the most recent certificate delivered to the
Remarketing Agent and the Tender Agent, as the case may be, pursuant to this
Section.

      5.    Marketing and Purchase of the Certificates.

            (a)   Upon receipt by the Tender Agent of a Holder's properly
completed Notice of Tender in accordance with the provisions of Section 6.12(a)
of the Certificate Trust Agreement, the Tender Agent shall give telephonic
notice of (i) the aggregate Outstanding Face Amount of Low Floater Certificates
to be purchased, (ii) the date on which such Low Floater Certificates are to be
purchased, which date shall be a Business Day that occurs no earlier than seven
(7) days following the date of receipt of such notice and no later than thirty
(30) days after the date of receipt of such notice, and (iii) payment
instructions with respect to the payment of the Purchase Price, promptly
confirmed in writing (which may be by legible facsimile

                                      -2-
<PAGE>

transmission, registered or certified mail or overnight delivery), to the
Remarketing Agent. If the Holder's Notice of Tender is received by the Tender
Agent on or prior to 12:00 noon, New York City time, such Holder's Notice of
Tender will be deemed tendered on such day. If received later than 12:00 noon,
New York City time, such Holder's Notice of Tender will be deemed tendered the
following Business Day. The Tender Agent hereby agrees to provide notice of
receipt of such Notices of Tender, on the day of receipt thereof, in accordance
with Section 6.12(c) of the Certificate Trust.

            In the event of a mandatory purchase of Certificates in accordance
with the provisions of Section 6.13 of the Certificate Trust Agreement, the
Tender Agent shall cause notice of such mandatory purchase to be given not less
than fourteen (14) days, (or, in the case of Low Floater Certificates subject to
mandatory tender pursuant to Section 6.13 (d) of the Certificate Trust
Agreement, as many days as may be possible up to a maximum of fourteen (14)
days, prior to the Purchase Date to the Remarketing Agent by telecopier,
promptly confirmed by hard copy delivered by first class mail, postage prepaid.

            In the event of a redemption of Certificates, the Certificate Trust
Agent shall cause notice of such redemption to be given not less than fourteen
(14) days prior to the redemption to the Remarketing Agent, by mailing copies of
such notice of redemption by first class mail, postage prepaid.

            (b)   The Remarketing Agent shall thereupon use its best efforts in
accordance with the provisions of Section 6.15 of the Certificate Trust
Agreement to remarket (i) Certificates with respect to which the Remarketing
Agent has received from the Tender Agent a Notice of Tender pursuant to Section
6.12 thereof, subject to the provisions of Section 6.12(f) thereof, (ii)
Certificates which are subject to mandatory tender to purchase pursuant to
Section 6.13 thereof and with respect to which the Tender Agent has not received
a Notice of Election to Retain, and (iii) subject to the provisions Section 6.17
of the Certificate Trust Agreement (if applicable), Liquidity Provider
Certificates (as hereinafter defined); provided however, that the Remarketing
Agent shall not remarket (A) Certificates tendered pursuant to Section 6.13(a)
thereof unless an Alternate Liquidity Facility shall have been subsequently
delivered; (B) Certificates tendered pursuant to Section 6.13(b) thereof unless
the Liquidity Provider shall have consented to such remarketing or an Alternate
Liquidity Facility shall have been delivered; (C) Certificates tendered pursuant
to Section 6.13(c) thereof unless the Owner Trust shall have directed such
remarketing; or (D) Certificates tendered pursuant to Section 6.13(h) thereof
unless the remaining Liquidity Commitment (after giving effect to the
termination or expiration which caused such mandatory tender) shall be
sufficient to comply with the requirements of Section 9.2 thereof with respect
to the Liquidity Facility coverage.

            The Remarketing Agent shall use its best efforts to remarket
Certificates as described above, at a price equal to 100% of the Outstanding
Face Amount thereof plus Low Floater Certificate Distribution Payments accrued
with respect thereto to, but not including, the Purchase Date (the "Purchase
Price") for delivery on the Purchase Date.

            Not later than 10:00 a.m., New York City time, on the Purchase Date,
the Remarketing Agent shall transfer to the Tender Agent, in immediately
available funds, the proceeds derived from the Remarketing Agent's remarketing
of the Certificates subject to tender 

                                      -3-
<PAGE>

for purchase on such Purchase Date; provided, however, that the provisions of
Section 6.17 of the Certificate Trust Agreement shall govern remarketing of
Liquidity Provider Certificates.

            Not later than 4:00 p.m., New York City time, on the day before the
Purchase Date, the Remarketing Agent shall notify the Tender Agent and the
Liquidity Provider, by facsimile transmission, of the amount of Certificates for
which the Remarketing Agent expects to receive remarketing proceeds and shall
provide the Tender Agent with registration information and redelivery
instructions for all Certificates which are to be remarketed on the Purchase
Date.

            The Remarketing Agent shall not remarket Certificates to any Person
known to the Remarketing Agent to be a Charter Entity or an entity "affiliated"
with any Charter Entity within the meaning of Rule 405 under the Securities Act.

            If Certificates which have been selected for redemption or mandatory
purchase are tendered for optional purchase on a Purchase Date prior to the
mandatory purchase or redemption date, such Low Floater Certificates may only be
remarketed by the Remarketing Agent if notice of such selection for redemption
or mandatory purchase is given by the Tender Agent to the purchaser thereof.

            The Tender Agent agrees to give prompt notice to the Remarketing
Agent if any Certificates are to be redeemed together with sufficient
information to permit the Remarketing Agent to identify such Certificates and to
notify such prospective purchasers. In addition, the Remarketing Agent shall not
remarket Certificates in an aggregate principal amount greater than the
principal amount specified by the Tender Agent to the Remarketing Agent nor
shall the Tender Agent instruct the Remarketing Agent to remarket Certificates
in an aggregate principal amount greater than the amount specified in the
Holder's Tender Notice. The Remarketing Agent agrees to comply at all times with
applicable State and Federal securities laws in remarketing such Certificates.

            The Tender Agent shall promptly deposit such amounts received from
the Remarketing Agent to the credit of the Remarketing Proceeds Subaccount of
the Purchase Account and transfer the proceeds of such sale to the former owners
of such Certificates upon presentation and surrender thereof.

            (c)   In accordance with Section 6.17 of the Certificate Trust
Agreement, the Remarketing Agent shall use its best efforts to remarket
Certificates registered in the name of the Liquidity Provider ("Liquidity
Provider Certificates") or its nominee in substantially the same manner as
contemplated by Section 5(b) above.

            At or prior to 4:00 p.m., New York City time, on the Business Day
preceding each day on which any Liquidity Provider Certificates that are
successfully remarketed by the Remarketing Agent are to be purchased, the
Remarketing Agent shall give telephonic notice, promptly confirmed in writing,
to the Certificate Trust Agent, the Tender Agent and the Liquidity Provider
specifying the Business Day on which such purchase will take place and the
principal amount of Liquidity Provider Certificates successfully remarketed by
the Remarketing Agent.

                                      -4-
<PAGE>

            Contemporaneously with the delivery of the proceeds of the
remarketing of Liquidity Provider Certificates, the Liquidity Provider shall
deliver to the Tender Agent and the Remarketing Agent written confirmation that
the Liquidity Facility has been reinstated in an amount equal to the amount
required under the Certificate Trust Agreement; provided, however, that if the
Liquidity Facility reinstates automatically upon the delivery of the proceeds of
remarketing the Liquidity Provider Certificates, then no written confirmation of
such reinstatement is required.

            Contemporaneously with reinstatement of the Liquidity Facility and
the sale of Liquidity Provider Certificates arranged by the Remarketing Agent
(i) such Low Floater Certificates shall be made available (at the principal
office of the Tender Agent) to the Remarketing Agent or the purchasers thereof
in accordance with the instructions of the Remarketing Agent and (ii) the
proceeds of such sale shall be delivered by the Tender Agent to the Liquidity
Provider.

            (d)   The Remarketing Agent may at any time resign and be discharged
of the duties and obligations created by this Agreement and the Certificate
Trust Agreement by giving at least thirty (30) days' written notice to the
Liquidity Provider, the Tender Agent, the Certificate Trust Agent and the
Certificate Trustee. In no event shall the resignation of the Remarketing Agent
become effective prior to the earlier of (i) the effective date of the
appointment of a successor remarketing agent or (ii) one hundred and twenty
(120) days after the effective date specified in the original notice of
resignation.

            (e)   The Remarketing Agent shall have the right to suspend its
efforts to remarket the Certificates in the event of (i) a suspension or
material limitation in trading in securities generally on any national
securities exchange which, in the Remarketing Agent's reasonable judgment, makes
the Certificates unremarketable; (ii) a general moratorium on commercial banking
activities in New York are declared by either federal or New York State
authorities which, in the Remarketing Agent's reasonable judgment, makes the
Certificates unremarketable; (iii) the engagement by the United States in
hostilities which have resulted in the declaration of a national emergency or
war which, in the Remarketing Agent's reasonable judgment, makes the
Certificates unremarketable; or (iv) the imposition by any governmental
authority or by any nationally recognized securities exchange of additional
material restrictions upon trading in securities, including the Certificates,
not in force as of the date hereof which, in the Remarketing Agent's reasonable
judgment, materially adversely affects the remarketability of the Certificates.

            In the event that the Remarketing Agent exercises its right to
cancel its obligations hereunder as provided above, the Owner Trust shall be
entitled to immediately terminate this Agreement.

            (f)   The Remarketing Agent agrees that it will only place the
Certificates with certain "qualified institutional buyers" (as such term is
defined within the meaning of Rule 144A promulgated under the Securities Act of
1933, as amended (the "Securities Act")) who are also "qualified purchasers"
within the meaning of Section 2(a)(51) of the Investment Company Act of 1940 and
in compliance with applicable securities laws and that it will not knowingly
place Certificates with any Owner Trust entity or any entity "affiliated" with
any Owner Trust entity 

                                      -5-
<PAGE>

within the meaning of Rule 405 under the Securities Act, except with respect to
Certificates registered in the name of the Liquidity Provider.

            (g)   The Remarketing Agent agrees that it will only place
Certificates with a person or entity which has executed and delivered to the
Remarketing Agent a Master Investment Representation Letter substantially in the
form attached as Exhibit B to the Private Placement Memorandum and that at no
time will it place Certificates with a person or entity if such placement would
result in the Remarketing Agent having in its possession more than ninety-eight
(98) such Master Investment Representation Letters respecting the Certificates.

            (h)   Charter, the Owner Trust, and the Certificate Trust agree to
notify the Tender Agent and the Remarketing Agent promptly upon learning of the
occurrence of any Event of Default, under and as defined in the Insurance
Agreement and the Liquidity Facility, or any event which, with notice or lapse
of time or both, would become such an Event of Default.

            6.    Representations, Warranties and Covenants.

            (a)   Charter, the Owner Trust and the Certificate Trust each
represent and warrant, as the basis of the undertakings on the part of the
Remarketing Agent herein contained, that (i) the representations, warranties and
certifications contained in the Placement Agreement, dated May 21, 1998, among
Goldman, Sachs & Co., as Placement Agent, the Certificate Trust, the Owner Trust
and Charter (the "Placement Agreement") are true and correct, (ii) each is
validly created and existing as a Delaware Business Trust under the laws of the
State of Delaware; (iii) each has all requisite power to execute and deliver,
and has by proper action duly authorized the execution and delivery of this
Agreement, the Placement Agreement, as applicable, and the Liquidity Facility;
(iv) this Agreement, the Placement Agreement and the Liquidity Facility
constitute legal, valid and binding obligations of each enforceable in
accordance with their respective terms; and (v) no "insider" of either or any
general partner of either within the meaning of 11 U.S.C.ss.101, as amended,
shall purchase remarketed Certificates.

            (b)   The Owner Trust, the Certificate Trust and Charter agree that
the Private Placement Memorandum, dated May 21, 1998, other than the information
contained under the headings entitled "THE LIQUIDITY BANKS" and "THE SURETY
PROVIDER," when furnished to the Remarketing Agent, will not contain any untrue
statement of a material fact, or omit to state a material fact necessary to make
any statement included therein, in the light of the circumstances under which it
was made, not misleading.

            (c)   The Owner Trust agrees that it will not consent to any
proposed amendment of the Certificate Trust, the Owner Trust, the Liquidity
Facility or the Insurance Agreement, and the Origination Trust agrees that it
will not consent to any proposed amendment to the Owner Trust, without notifying
the Remarketing Agent at least 20 days prior to the effective date of such
amendment, or such shorter period as may be mutually agreed upon, if such
amendment would affect the tax-exempt status of the Low Floater Certificate
Distribution Payments.

                                      -6-
<PAGE>

            (d)   The Owner Trust, the Certificate Trust and Charter shall
immediately, upon obtaining notice or knowledge thereof, notify the Remarketing
Agent by telecopy, confirmed in writing of: (1) the occurrence or existence of
any event or condition which becomes known to the Owner Trust, the Certificate
Trust or Charter and which would make any of its representations contained
herein or incorporated herein by reference incorrect or untrue in any material
respect if made on and as of any date during the term of this Agreement; or (2)
any Liquidity Trigger Date, or Event of Default under the Insurance Agreement or
the Liquidity Facility or any event which with the passage of time, the giving
of notice, or both, would constitute such an Event of Default.

            (e)   The Owner Trust, the Certificate Trust and Charter will
cooperate with the Remarketing Agent in the preparation of, and shall furnish to
the Remarketing Agent at Charter's expense, any supplement to the Private
Placement Memorandum or other disclosure materials that the Remarketing Agent
and the Owner Trust and the Certificate Trust determine are required by the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including,
without limitation, Rule 10b-5 under the Exchange Act and Rule 144A promulgated
under the Securities Act or by subsequent changes of law or rules pertaining to
registration of the Certificates or the registration of the Owner Trust or the
Certificate Trust as an "investment company" pursuant to the Investment Company
Act of 1940, as amended (collectively, the "Securities Laws"), disclosure with
respect to the Certificates, or delivery of disclosure materials to purchasers
of the Certificates or which the Remarketing Agent, with the concurrence of the
Owner Trust, the Certificate Trust and Charter, determines should be provided to
the owners of the Certificates; provided, however, that nothing contained in
this Agreement is intended to authorize any party to amend, modify or supplement
the Private Placement Memorandum in any respect without the prior written
approval of the Owner Trust. To this end, if any Securities Laws are amended or
new Securities Laws are promulgated in a manner such that compliance with the
provisions of this Agreement will not be sufficient to enable the Remarketing
Agent, the Certificate Trust or the Owner Trust to comply with Securities Laws,
each of Charter, the Remarketing Agent, the Owner Trust and the Certificate
Trust (each at the written request of the Remarketing Agent or the Certificate
Trust and at the Certificate Trust's, the Owner Trust's and Charter's sole cost
and expense) agrees (but each only as to itself and not as to the other) to take
such further actions as are reasonably within its control to enable the
Remarketing Agent, the Owner Trust and the Certificate Trust to comply with
Securities Laws; provided, however, that the Owner Trust and the Certificate
Trust shall not be required to execute a general or special consent to service
of process or qualify to do business in connection with any qualification of the
Certificates for offer and sale under state Blue Sky or other securities laws or
with any determination of eligibility of the Certificates for investment.

            (f)   The Tender Agent and the Certificate Trust Agent represents
and warrants, as the basis for the undertakings on the part of the Tender Agent
and the Certificate Trust Agent herein contained and throughout the term of this
Agreement, that (i) the Tender Agent and the Certificate Trust Agent is a
national banking association; (ii) the Tender Agent and the Certificate Trust
Agent has all requisite power to execute and deliver, and has by proper action
duly authorized the execution and delivery of this Agreement; and (iii) this
Agreement constitutes the legal, valid and binding obligation of the Tender
Agent and the Certificate Trust Agent enforceable in accordance with its terms.

                                      -7-
<PAGE>

            (g)   The Remarketing Agent represents and warrants as the basis for
the undertakings on the part of the Remarketing Agent herein contained and
throughout the term of this Agreement, that (i) the Remarketing Agent is a
registered broker/dealer corporation and is a member of the National Association
of Securities Dealers, Inc.; (ii) the Remarketing Agent has all requisite power
to execute, deliver and perform, and has by proper action duly authorized the
execution, delivery and performance of this Agreement; and (iii) this Agreement
constitutes the legal, valid and binding obligation of the Remarketing Agent
enforceable in accordance with its terms.

            7.    Purchase Account.

            There has been created, pursuant to Section 6.16(a) of the
Certificate Trust Agreement, a trust fund (the "Purchase Account") which shall
be held by the Tender Agent subject to the terms and conditions and subject to
the standard of care set forth in the Certificate Trust Agreement. Money in the
Purchase Account shall be held solely for the account of the Holders who shall
have tendered or been deemed to have tendered Certificates and if applicable,
the Gainshare Amount described in Section 6.13(i) of the Certificate Trust
Agreement. Only proceeds from the remarketing of Certificates, monies received
pursuant to a drawing on the Liquidity Facility and monies deposited in
accordance with the computation of the Gainshare Amount shall be deposited in
the Purchase Account. All such transactions, if any, recorded in the Purchase
Account shall be deemed to be simultaneous purchase and sale transactions
between the former owner and the new owner of the Certificate remarketed.

            8.    Furnishing of Private Placement Memorandum and Other
                  Information.

            (a)   The Owner Trust agrees to furnish the Remarketing Agent with
as many copies as the Remarketing Agent may reasonably request of the Private
Placement Memorandum relating to the Certificates dated May 21, 1998, any
supplement to the Private Placement Memorandum or other document or material
furnished by the Certificate Trust, the Owner Trust or Charter for use in
connection with the remarketing of the Certificates ("Additional Material").
Such Private Placement Memorandum (including in each case the cover page and all
summary statements, exhibits and other material included or incorporated therein
by reference or attached thereto or for distribution therewith), as amended or
supplemented from time to time, is referred to herein as the "Private Placement
Memorandum".

            (b)   If, during or prior to such time as the Private Placement
Memorandum or any Additional Material is used in connection with the offering
and sale or remarketing of the Certificates, any event shall occur or condition
shall exist relating to or affecting the Certificate Trust, the Owner Trust or
Charter or any other entity or the ability of the Certificate Trust Agent to pay
the Low Floater Certificate Distribution Payment or the ability of the Owner
Trust to pay the Senior Certificate Distribution Payment, which might materially
adversely affect the interests of the owners of the Certificates, or which might
affect the correctness of any statement of a material fact contained in the
Private Placement Memorandum or any Additional Material, the Owner Trust, the
Certificate Trust or Charter, will promptly after obtaining notice or knowledge
thereof, notify the Remarketing Agent of the circumstances and details of such
event or condition. If, as a result of such event or condition, or any other
event or condition, it is necessary or advisable, in the opinion of the
Remarketing Agent, to amend or supplement such 

                                      -8-
<PAGE>

Private Placement Memorandum or Additional Material in light of such event or
condition or such other event or condition, the Owner Trust, the Certificate
Trust or Charter will cause to have prepared forthwith, at the expense of the
Owner Trust, the Certificate Trust or Charter, a supplement to such Private
Placement Memorandum or Additional Material, which supplement shall be in form
and substance satisfactory to the Remarketing Agent.

            (c)   The Certificate Trust and the Owner Trust understands that the
Remarketing Agent will furnish copies of the Private Placement Memorandum or
Additional Material to offerees of the Certificates and expects to do so in the
manner and at the times required of it under the Securities Laws.

            (d)   The Certificate Trust and the Owner Trust will furnish the
Remarketing Agent with copies of all quarterly and annual financial statements
and reports relating to the financial affairs and condition of the Certificate
Trust and the Owner Trust which are required to be furnished to the Surety
Provider or the Liquidity Provider not later than the date they are required to
be furnished to the Surety Provider or the Liquidity Provider, and will also
promptly furnish the Remarketing Agent with such additional information
concerning the operations and financial condition of the Certificate Trust and
the Owner Trust as required by Rule 144A promulgated under the Securities Act,
or as the Remarketing Agent may from time to time reasonably request.

            9.    Records.

            The Remarketing Agent shall keep records of its remarketing
transactions in respect of the Certificates. Such records shall be kept in a
manner consistent with prudent industry practice. The Owner Trust, the
Certificate Trust, and the Tender Agent may examine such records at times
reasonably established by the Remarketing Agent.

            10.   Indemnification of the Remarketing Agent and the Tender Agent.

            (a)   Charter, the Owner Trust and the Certificate Trust, jointly
and severally agree to indemnify and hold the Remarketing Agent and the Tender
Agent harmless from any and all liability, loss, damage, costs and expenses of
any nature (including interest and counsel fees) arising out of or in connection
with their duties, or those of their employees or agents arising from their
performance under this Agreement, except for liabilities, losses, damages,
costs, expenses and fees (including liabilities as a result of any untrue
statement of a material fact in connection with the remarketing of the
Certificates, or omission to state a material fact necessary to make the
statements made in connection therewith, in the light of the circumstances in
which they were made, not misleading) arising out of the negligence or willful
misconduct of the Remarketing Agent or the Tender Agent or their employees or
agents. Charter, the Certificate Trust and the Owner Trust agree that neither
the Remarketing Agent nor the Tender Agent nor any of their employees and agents
shall be liable for any action or omission to act, taken or made pursuant to
this Agreement, except for negligence or willful misconduct. This indemnity
includes any action taken or omitted within the scope of this Agreement or any
such action taken or omitted upon telecopied or written instructions (authorized
herein) received or reasonably believed to have been received from Charter, the
Owner Trust or the Certificate Trust, by the Tender Agent or the Remarketing
Agent.

                                      -9-
<PAGE>

            Promptly after receipt by the Remarketing Agent of notice of the
commencement of any action relating solely to matters referred to in this
Agreement, the Remarketing Agent shall, if a claim in respect thereof under the
preceding paragraph is to be made, notify Charter, the Certificate Trust and the
Owner Trust of such action; but the omission so to notify Charter, the
Certificate Trust and the Owner Trust shall not relieve Charter, the Certificate
Trust and the Owner Trust of any liability that the Owner Trust may have to such
Agent otherwise than under such paragraph. In the event of such notification,
Charter, the Certificate Trust and the Owner Trust shall be entitled to assume
the defense of such action with counsel reasonably satisfactory to the
Remarketing Agent and, thereafter, Charter, the Certificate Trust and the Owner
Trust shall not be liable to the Remarketing Agent for any legal expenses
subsequently incurred by the Remarketing Agent in connection with the defense of
such action, other than the reasonable costs of investigation.

            (b)   The duties of the Remarketing Agent and the Tender Agent shall
be solely as provided herein and in the Certificate Trust Agreement and the
Owner Trust Agreement and no implied covenants or obligations shall be read into
this Agreement against the Remarketing Agent or the Tender Agent. The
Remarketing Agent and the Tender Agent may consult with counsel of their choice,
including in-house counsel, and shall not be liable for any action taken in good
faith in reliance upon advice of such counsel. Except as otherwise provided
herein, the Remarketing Agent or the Tender Agent, as the case may be, may act
or refrain from acting in reliance upon any resolution or other document
transmitted to it on behalf of Charter, the Certificate Trust, the Owner Trust,
the Remarketing Agent or the Tender Agent, if executed on behalf of such entity
by any duly authorized representative thereof.

            (c)   Charter or the Owner Trust shall pay for the services of the
Remarketing Agent hereunder a fee per annum of 1/10 of 1% of the Outstanding
Face Amount of the Certificates, payable quarterly in arrears on the first day
of each February, May, August and November of each year, it being understood
that upon any termination (or cancellation under Section 5(e) of this Agreement)
during a quarter, fees will be paid only for that number of days during such
period which this Agreement is in effect and will be payable on the Business
Day, following such termination (or cancellation). Fees shall be paid upon
receipt of an invoice and shall be based on actual number of days elapsed in a
year of 365/366 days. Charter or the Owner Trust will reimburse the Remarketing
Agent for its reasonable costs and expenses, including counsel fees. The Tender
Agent shall not be liable for costs, expenses, fees or liabilities of the
Remarketing Agent.

            11.   Termination of Agreement; Removal of Agent.

            This Agreement will terminate on the earlier of (i) the dissolution
of the Trust pursuant to Section 14.2 of the Certificate Trust Agreement or the
Owner Trust pursuant to Section 14.2 of the Owner Trust Agreement, or (ii) the
date on which Certificates are no longer outstanding and unretired; provided,
however, that this Agreement shall also terminate in accordance with Section
6.18 of the Certificate Trust Agreement and pursuant to Section 5(d) hereof. The
parties to this Agreement further acknowledge the right of the Owner Trust, in
accordance with Section 6.18(c) and (e) of the Certificate Trust Agreement, to
remove the Remarketing Agent and to select any successor to the Remarketing
Agent, subject, in each case, to the approval of the Controlling Person.

                                      -10-
<PAGE>

            12.   Miscellaneous.

            (a)   Except as otherwise specifically provided in this Agreement,
all notices, certificates, requests or other communications among the parties
hereto permitted or required to be given hereunder shall be effective when
received and shall be given by first-class mail (postage prepaid) or by
teletransmission device capable of transmitting or creating a written record, or
by hand, delivered to the addresses specified below.

 - If to the Charter, to:

            Charter Municipal Mortgage
              Acceptance Company
            c/o The Related Companies, L.P.
            625 Madison Avenue
            New York, New York  10022
            Attention:   Mr. Stuart Boesky
                         Fax:  (212) 593-5794

 - If to the Tender Agent and Certificate Trust Agent, to:

            First Tennessee Bank
              National Association
            4385 Poplar Owner
            Memphis, Tennessee  38117
            Attention:   Dennis Gillespie
                         Fax:  (901) 681-2450

 - If to the Remarketing Agent, to:

            Goldman, Sachs & Co.
            85 Broad Street
            New York, New York  10004
            Attention:   Kevin Willens
                         Fax:  (212) 902-0654

 - If to the Liquidity Provider, to:

            Bayerische Landesbank Girozentrale,
              New York Branch,
              as Liquidity Agent
            560 Lexington Avenue
            New York, New York  10022
            Attention:   Mr. Scott Allison
                         Fax:  (212) 310-9868

                                      -11-
<PAGE>

            The parties hereto, the Liquidity Provider and the Certificate
Trustee, by notice given hereunder, may designate any further or different
addresses to which subsequent notices, certificates, requests or other
communications shall be sent.

            (b)   Any amendment to this Agreement shall not be effective unless
the amendment is in writing and signed by all parties to this Agreement.

            (c)   This Agreement, and any amendments to this Agreement, may be
executed in any number of counterparts, each of which when so executed and
delivered shall constitute an original, but such counterparts together shall
constitute but one and the same Agreement.

            (d)   All funds required to be transferred pursuant to the terms of
this Agreement shall be funds immediately available for use by the transferee on
the day of transfer.

            (e)   Prior to obtaining an Alternate Liquidity Facility or
Alternate Credit Facility, the Certificate Trust and the Owner Trust shall
notify the Remarketing Agent.

            (f)   The Remarketing Agent's duties and obligations shall be
governed solely by the terms of this Agreement, the Certificate Trust Agreement
and the Owner Trust Agreement. Any conflict between the terms of this Agreement
and the Certificate Trust Agreement or the Owner Trust Agreement will be
resolved in favor of the Certificate Trust Agreement and/or the Owner Trust
Agreement.

            (g)   Section headings in this Agreement have been inserted for
convenience and shall not define or limit this Agreement.

            (h)   This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.

                                      -12-
<PAGE>

            IN WITNESS WHEREOF, Charter, the Certificate Trust, the Owner Trust,
the Tender Agent, and the Remarketing Agent have executed this Agreement by
their duly authorized officers as of the date first above written.

                                  CHARTER MUNICIPAL MORTGAGE                
                                   ACCEPTANCE COMPANY
                                  
                                  By: Related Charter, LP,
                                       a Delaware limited partnership,
                                       its Manager
                                  
                                  By: Related Charter, LLC,
                                       a Delaware limited liability company,
                                       its General Partner
                                  
                                  
                                  By:     /s/ Stuart J. Boesky
                                      ------------------------------
                                       Name:  Stuart J. Boesky
                                       Title: President & COO
                                  
                                  
                                  CHARTER MAC FLOATER
                                   CERTIFICATE TRUST I
                                  
                                  By: Charter Mac Owner Trust I,
                                       Depositor
                                  
                                  By: Related Charter, LP,
                                       a Delaware limited partnership,
                                       its Manager
                                  
                                  By: Related Charter, LLC,
                                       a Delaware limited liability company,
                                       its General Partner
                                  
                                  
                                  By:     /s/ Stuart J. Boesky
                                      ------------------------------
                                       Name:  Stuart J. Boesky
                                       Title: President & COO

                                      -13-
<PAGE>

                                  CHARTER MAC OWNER TRUST I
                                  
                                  By: Related Charter, LP,
                                       a Delaware limited partnership,
                                       its Manager
                                  
                                  By: Related Charter, LLC,
                                       a Delaware limited liability company,
                                       its General Partner
                                  
                                  
                                  By:     /s/ Stuart J. Boesky
                                      ------------------------------
                                       Name:  Stuart J. Boesky
                                       Title: President & COO
                                  
                                  
                                  FIRST TENNESSEE BANK
                                   NATIONAL ASSOCIATION,
                                   as Tender Agent
                                  
                                  
                                  By:     /s/ Dennis Gillespie
                                      ------------------------------
                                       Name:  Dennis Gillespie
                                       Title: 
                                  
                                  
                                  GOLDMAN, SACHS & CO., as Remarketing Agent
                                  
                                  
                                  By:     /s/ Kevin Willens
                                      ------------------------------
                                       Name:  Kevin Willens
                                       Title: Vice President

                                      -14-
<PAGE>

                                  ATTACHMENT A
                          TO THE REMARKETING AGREEMENT


                                                          May 21, 1998



Bayerische Landesbank
Girozentrale, New York Branch,
  as Liquidity Agent
560 Lexington Avenue
New York, New York  10022

            Re: Charter MAC Floater Certificate Trust I 
                Floating Rate Certificates of Beneficial Ownership

Ladies and Gentlemen:

            Reference is made to the Liquidity Agreement (the "Liquidity
Facility"), dated May 21, 1998, by and among the Certificate Trust, Bayerische
Landesbank Girozentrale, New York Branch, as Liquidity Agent (the "Liquidity
Agent"), Commerzbank Aktiengesellschaft, New York Branch, Credit Communal and
Landesbank Hessen-Thuringen (such banks, together with the Liquidity Agent,
collectively, the "Liquidity Provider") and MBIA Insurance Corporation, as
Liquidity Renewal Agent, pursuant to which the Liquidity Provider has agreed to
issue the Liquidity Facility to provide for the timely payment of the purchase
price of the above captioned certificates (the "Certificates") issued by Charter
MAC Floater Certificate Trust I (the "Certificate Trust") under the Trust
Agreement, dated May 21, 1998, among Charter MAC Owner Trust I (the "Owner
Trust"), First Tennessee Bank National Association, as Tender Agent and
Certificate Trust Agent, and Wilmington Trust Company, as Certificate Trustee.

            Goldman, Sachs & Co. has been appointed remarketing agent (the
"Remarketing Agent") for the Certificates under and pursuant to a Remarketing
Agreement, dated May 21, 1998, by and among Charter Municipal Mortgage
Acceptance Company, the Owner Trust, the Certificate Trust, the Remarketing
Agent and First Tennessee Bank National Association, as Tender Agent and as
Certificate Trust Agent (the "Remarketing Agreement").

            In order to facilitate the Remarketing Agent's performance of its
duties and obligations under the Remarketing Agreement and to preclude the
remarketing of Certificates registered in the name of the Liquidity Provider (as
such term is defined in the Liquidity Facility) upon an Event of Default under
the Liquidity Facility, the Liquidity Provider shall, in writing (i) notify the
Remarketing Agent of such Event of Default and (ii) direct the Remarketing Agent
not to remarket Certificates purchased using funds provided by the Liquidity
Provider under the Liquidity Facility.

                                      A-1
<PAGE>

            The Remarketing Agent agrees that upon receipt of such notice and
direction from the Liquidity Provider it shall not remarket Certificates
purchased using funds provided by the Liquidity Provider under the Liquidity
Facility

            This letter agreement shall be governed by and construed in
accordance with the laws of the State of New York. This letter agreement may be
signed in counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument.

            This letter agreement shall be binding upon and insure solely to the
benefit of the Remarketing Agent and the Liquidity Provider and no other person
shall have any right, benefit or interest under or because of the existence of
this letter agreement.

            If the terms of this letter accurately set forth our agreement with
respect to the matters described herein, please indicate your agreement by
acknowledging this letter in the space provided below.

                                             Very truly yours,

                                             GOLDMAN, SACHS & CO.


                                             --------------------------------


Accepted and agreed to 
as of the date first above written:

BAYERISCHE LANDESBANK
  GIROZENTRALE, NEW YORK BRANCH,
  as Liquidity Agent


By:
   --------------------------------
    Name:
    Title:

                                      A-2