RAM usage
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Solved by Phas3L0ck,
Aaaahhhhhh this one's difficult to explain... I've had this same problem before.
First, make sure Page-File in enabled, but only give it 1GB (1024MB) of HDD space.
Second, see if any RAM is being dedicated to your GPU or integrated graphics. Older systems typically do that by default, but poorly configured operating systems can make it even worse. If any RAM is dedicated as graphics memory, reduce the amount it uses.

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