Oxidative Phosphorylation takes place in the inter-membrane space of the mitochondria.
All of the reduced NAD's and FAD's from glycolysis, the link reaction and Kreb's cycle become oxidised (drop off their hydrogens).
The hydrogens then split up into a proton and an electron:
H --> H+ & e-
The electrons then pass through the electron transport chain and give off energy as they do so.
This energy is then used to actively transport the H+ ions into the inter-membrane space of the mitochondria, causing a high diffusion gradient.
The H+ ions then move back into the matrix by facilitated diffusion through the ATPase channel.
This channel uses the kinetic energy of the H+ ions moving to join together ADP + Pi molecules to create ATP.
The H+ and e- ions then re-join and bond to oxygen to make water.
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