WIndows 10 upgrade for a OptiPlex 7440 AIO XCTO

I have an OptiPlex 7440 AIO XCTO, Windows 7 Professional English, French, Spanish 64bit (Includes Windows 10 Pro License) that i have attempted and failed 3x to upgrade to WIndows 10 using the Micrsoft Free upgrade on their website  

Any suggestions on why it would fail with 0xc1900101-0x4000D.

I have unplugged non-essesntial hardware and uninstalled security software and older versions of 3rd party software.  please advise