3ds max crashing during first prepass.

[alexberry]

This place has been a plethora of knowledge to me so my thanks to everyone. That said, I'd like to add to it by posting about an issue with 3ds max crashing during the first prepass. I solved it but I don't want to just post an answer without discussion first. Can anyone guess the issue? Running 3ds Max 2014 w/ vray 3.0 & sample plugin of rich dirt. Poly count is crazy high and all materials and models in one folder (max file alone is 904mb). PG sky with illuminated exterior and interior lights. Xref a couple tress from Archmodels city parts too. Final render is exterior of 13 story condo. First though was more RAM so tried 64gb and that wasn't the problem. Any guesses as to what the actual problem was?