Some people can lose (at least some) weight with just exercise, but often the body's response to exercise (at least initially) is with excess hunger to compensate, so you have to be careful not to eat more in response to the exercise.
You don't have to count calories, but it's one of the easier ways to monitor your food choices. I like exchanges better, because I can do the math more easily in my head, it provides about the same food quantity control, and I need the added incentive to eat from all of the food groups - but it's a more restrictive plan than calorie counting alone. Generally, I believe that people do best when they start with the least restrictive plan that works, and only add restrictions onto themselves as they need to. So, if you can lose weight without calorie counting, more power to you.
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