(a) If IFC incurs any cost, expense or loss in unwinding its funding arrangements (including any premium, penalty or expense incurred to liquidate or obtain third party deposits or borrowings in order to make, maintain or fund all or any part of the Loan) as a result of (i) the Borrower's failure to borrow in accordance with a request for Disbursement or to prepay in accordance with a notice of prepayment, (ii) the Borrower's prepayment of any part of the Loan other than on an Interest Payment Date (including without limitation prepayment as a result of acceleration), the Borrower shall, on IFC's demand, pay to IFC the amount of any such cost, expense or loss that IFC notifies to the Borrower.
(b) A certificate of IFC as to any amount payable under this Section 3.12 shall be final, conclusive and binding on the Borrower unless shown by the Borrower to the satisfaction of IFC to contain manifest error.