AE CC 2014 - Error: Unable to allocate enough memory to render the current frame 7 :: 66

Hello,
AE CC 2014 13.0.2
Error while rendering a 3840 x 2160 Quicktime movie in AE CC 2014. Always gets to about 16 seconds of the 30 second render and fails. One layer in the animation is 5000 x 5000, big but certainly not a problem in the past with AE CC and 64GB of ram.
Have not had this problem on AE CC or my previous Mac Pro.
Current MAC PRO:
Tried adjusting ram, purging, setting "clear frames" under the secret menu. Disk cache set to 128GB.
Here are a few more strange things:
If I have MAX ram set to 52 GB how is AE using 100% of 64 GB?

OK. So, here's what happened in AE CC 12.2.1.5 using my 5000 x 5000 Quicktime source files in the project. Failed. Error 7 :: 66 again.
Happened at approximately the same time 16:06 of 30:00.
I watched at RAM data at the bottom as it rendered. The % kept climbing as it rendered. When it got to 80-82% of 64GB it leveled off, then it would go from 82% to 81% to 80% then back up to 81%. Looked like AE was regulating the amount of RAM used. But it steadily kept rendering with very little slowing. Then around 12 seconds (comp time) it went past 82% and climbed all the way to 100% of 64GB RAM and failed. Seems to do the same in AE CC 2014 13.0.2.
3000 x 3000 source Quicktimes work ok and don't go past the regulated % of RAM. Seems strange and a shame though. Obviously AE can handle the large resolution source video files. If I was rendering a 10 second file movie I'd be golden and the error would most likely never happen. We are doing lots of 4K for up coming TV projects so the higher resolutions will be very important.
Thoughts?
Any other tests I can run to help sort this out?

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