Big pot, on turn, don't know how many outs I have

[RobA]

Live 10-20 in AC. Loose game (5-6 to flop on average).

UTG+1 is an 80+ year-old, with a hearing aid, that i've never seen before. He's been at the table with me for 2 hours and not raised PF once. He's CR two turns, and took down both of those pots uncontested.

MP is a donator i've played with before. He's loose (any two suited, J2o, etc.) and passive.

My image is tight, nothing special, just a quiet guy.

UTG+1 raises, I cold-call next in with AQ [img]/images/graemlins/club.gif[/img]. MP calls. Two LP players call. SB folds. BB calls. 6 players for 12.5 sb.

Flop Q [img]/images/graemlins/spade.gif[/img] 9 [img]/images/graemlins/heart.gif[/img] 3 [img]/images/graemlins/heart.gif[/img].

Check to UTG+1 who bets, I raise, MP calls, 1 LP calls, others fold, UTG+1 calls. 20.5 sb/10.25 bb.

Turn Q [img]/images/graemlins/heart.gif[/img] UTG+1 checks, I bet, MP raises, LP folds, UTG+1 3-bets.

My main question is how many outs do you value my hand as being, and what should I do here? is it close?

Any other comments appreciated as well.