11. GENERAL PROVISIONS causes of action that are later determined by a court to be preempted by ERISA, we shall be entitled to legal fees in defense of those causes of action. Any decision made by us, including review of denial of claims, is conclusive and binding on all parties. Any court reviewing our determination shall uphold such determination unless the claimant proves Sun Life’s claim determination is without any rational basis. In any legal proceeding, the Court is limited in its review to the administrative record compiled by Sun Life prior to its final claim determination. LIMIT OF PREMIUM REFUNDS Is there a limit on premium refunds? Whether premiums were paid in error or otherwise, we will refund only that part of the excess premium that was paid during the 12-month period that preceded the date we learned of such overpayment. MISSTATEMENT OF FACTS What happens if there is a misstatement of facts in the administration of the Policy? If relevant facts about the Employer or Employee relating to this insurance are determined not to be accurate: · a fair adjustment of premium will be made, subject to the "Limit of Premium Refunds" section; and · the actual facts will decide whether, and in what amount, and for what duration insurance is valid under the Policy. NON-PARTICIPATING Does the Policy participate in dividends? The Policy is non-participating and will not share in any profits or surplus earnings of Sun Life Assurance Company of Canada, and, therefore, no dividends are payable. PREMIUM PAYMENTS AS EVIDENCE OF INSURANCE Does the payment of premiums guarantee coverage under the Policy? The receipt of premiums by us is not a guarantee of insurance. Eligibility for benefits will be determined at the time of claim submission and in order to receive a benefit under the Policy, all Policy requirements must be satisfied. If we determine that you or your Dependent Child or Spouse are not eligible for coverage, you should contact your Employer regarding the refund of premiums due, if any. REIMBURSEMENT What if a benefit is underpaid or overpaid? Reimbursement will be made to us for any overpayments that we may make due to any reason. You must repay us within 60 days unless we agree to a longer time period. Deductions may be made from future benefit payments to recover any such overpayments. If we have underpaid a benefit for any reason, we will make a lump sum payment for that amount. Interest does not accrue on any underpaid or overpaid benefit unless required under the applicable law. 16-AC-C-01 Page41