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First: Background Chassis: Dell Poweredge T410 Xeon E5620 @ 2.4 GHz 8GB RAM 5TB RAID 5 on a Dell PERC 6/i RAID controller IBM ULTRIUM-HH5 Tape Drive Software Windows Server 2008 R2 Standard x64 Retrospect 7.7.620 -- It all started when I did a standard cleanup on the RAID and it wiped out the entire catalog set. So I dumped that destination, and started over. Ever since I have started having severe issues with the backup process. The screenshot attached says it all. What ends up happening is even on a full reboot, as soon as it tries to backup any client on the network, Memory usage climbs to maximum and the backup either hangs, or fails eventually with the "Not Enough Application Memory" error. On the worst case, Retrospect throws a cpp error and dumps the process. in either case it damages the catalog file belonging to the destination it was accessing, Attempting to rebuild it, fails with the same error... and endless loops ensue. I am honestly at a loss here... I have not backed up the network since the 1st and I am beginning to look at other options. Help?!