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Though nominally a pop-punk outfit, the Boston-based quintet Say When have some unapologetic hard rock and nu metal elements as well, with various members listing the likes of Buckcherry, Led Zeppelin, and System of a Down among their influences. Singer Maxwell Latif and Ukraine-born guitarist Zack Starikov formed Say When in Boston in 2002, originally as the sort of cover band that proliferates in the bars of any college town. As Latif and Starikov began moving away from the usual covers into writing their own material, the band's lineup solidified into its current state, adding second guitarist John Zaremba, bassist Mike Marvuglio, and drummer Mark McCarthy. A self-released demo EP attracted local media attention and bookings, and Say When's debut full-length album, I'm with the Band, appeared in 2006.