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+What steps will reproduce the problem?
+
+I have an Annex with about 18k files in it.  If I clone it and then run `git annex get .`, it gets a few thousand files and then starts reporting:
+
+    get 2004-2012/Originals/110414_0362.jpg (from titan...) 
+    rsync: fork: Resource temporarily unavailable (35)
+    rsync error: error in IPC code (code 14) at pipe.c(63) [Receiver=3.0.9]
+
+I have to abort and re-run `git annex get .` several times to finally get all of the files.
+
+What is the expected output? What do you see instead?
+
+I didn't expect what I saw!  I think there's a resource not being released in the `get` code.
+
+What version of git-annex are you using? On what operating system?
+
+master branch, d430fb1.
+
+Please provide any additional information below.
+
+OS X 10.8.2.  The machine has tons of RAM and tons of process handles free.  It's really not doing anything else but this git-annex at the time of my tests.